THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE "PARTNER") AND Traveltosaigon. BECOMING A MEMBER OF THE Traveltosaigon PARTNER PROGRAM REQUIRES YOU TO AGREE TO BE LEAGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE YOU ENROLL TO BE A PARTNER.
 

This Partner Program Agreement (this "Agreement") contains the complete terms and conditions that apply to your becoming a member of the Traveltosaigon Partner Program. The purpose of this Agreement is to allow you to publish travel services on Traveltosaigon website, subject to the terms and conditions of this Agreement. Please note that throughout this Agreement, "Traveltosaigon," "we," "us," "our," and "ours" will mean the Traveltosaigon.com, and "you," "your," and "yours" will mean the Partner.

This Agreement will be associated with a contract (which we will send to you after your application has been accepted). The termination of this Agreement also means the termination of the associated contract.

You may have third-parties providing travel services to you (called "service provider"). You and your service providers expressly agree to abide by all of the terms and conditions of use related to each of our web sites, including the Traveltosaigon Operating Center. You warrant that you and your service providers possess the legal authority to enter into this Agreement and to use this website in accordance with all the terms and conditions herein.

As a member of the Traveltosaigon Partner Program, you will have access to the Traveltosaigon Operating Center (the URL address will be provided after you become our partner) by using log-in account provided by Traveltosaigon (you can change your password whenever you'd like). At this site you will be able to modify services, change prices, upload your own logo and modify your own information.

You may have third-parties providing travel services for you (called "service provider"). On Operating Center, you are allowed to create maximum 10 service provider accounts by default (you can require more if necessary). Traveltosaigon doesn't reserve the right to manage these service provider accounts, you and only you are able to manage them. You may delegate every service to every service provider, enable your service provider to manage travel services online under your control. Service providers are allowed to use their accounts to log in Operating Center and manage delegated services.
 

We will make available to you a small logo that identifies yourself as a member of the Traveltosaigon Partner Program located at http://www.Traveltosaigon.com/partners. You may also display Traveltosaigon logo on your website if you would like. This logo contains a hyperlink back to the above address.

We will send you the HTML code that contains the logo and hyperlink after you become our partner.

Even though you are a member of the Traveltosaigon Partner Program, you may not in any manner misrepresent or embellish the relationship between you and us, nor may you express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that the USA Group, Inc. or the Traveltosaigon web site supports, sponsors, endorses or contributes money to any charity or other cause).
 

The maintenance and updating of your services will be your and your service providers' responsibility. Since the information within Traveltosaigon is updated often, if you become a member of the Traveltosaigon Partner Program it will be necessary for you to update the content of your services on a regular basis to maintain consistency and accuracy for customers. Maintaining your services online by using Operating Center.

If you need to create service entity (i.e. package, lodging, rental car), we will create them first. After that you can modify, delegate it to your service provider(s). All the changes on Operating Center will be reflected on Traveltosaigon website immediately except for pricing changes. For security, we must validate your or your service providers' changes on pricing (i.e. value added for cars/lodging; ticket for packages). The new price will be available only if we accept the change within one business day. You don't need to inform the pricing changes, we are able to know your changes. Additionally, when you delete any pricing-related entity (i.e. value added or ticket), the customer will not see that entity any more on Traveltosaigon website but it still exist in the database and will be deleted completely by our operator.
 

Using the Operating Center, you and your service providers must warrant that you and your service providers will not put any identification information (such as telephone number, fax number, email address, website URL, address...) except required. For example, when update an entity, you can fill  telephone number in the field "Phone" (or "Telephone" or "Phone Number" or "Telephone Number") as required. But you CAN NOT insert phone number in other fields such as "Description", "Name", "Detail", "Information"...

All of identification information (if required by us) will be invisible to the customers (except for address, if needed) and we only use these information to contact you.

Any violation of identification information regulations will terminate this Agreement. We will terminate the contract between you and Traveltosaigon after we inform you. You will not be our partner any more (as showed in the contract we send you). You and your service providers will not be able access the Operating Center after the termination.
 

You agree that we have the right to monitor your services published on Traveltosaigon at any time and from time to time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to your site that we feel should be made.
 

Customers who purchase travel services (which provided by you and your service providers) on Traveltosaigon website will be considered customers of the Traveltosaigon. You agree that all of our rules, policies, and operating procedures concerning customer orders, customer service, and ticket bookings, order cancellation, return and refund policy will apply to those customers. We may, in our sole discretion, change our policies and operating procedures at any time and from time to time upon notice to you.
 

You shall not create, publish, distribute, or permit any written, electronically transmitted or other form of publicity material that makes reference to us without first submitting the material to us and receiving our consent. We agree that our consent will not be unreasonably withheld. If you fail to comply with this requirement, we may terminate the contract upon notice to you.
 

Either you or Traveltosaigon may terminate this Agreement (and the associated contract) AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. At the point of time termination, your services will be removed completely from Traveltosaigon website. You and your service providers will not be enabled to log in Operating Center any longer.

Traveltosaigon is one of the first online travel "one-stop shop" with e-commerce features: secured transactions, online payment using credit card enabled. Becoming our partner, you can target a blooming success on a  large, promising online market with your travel services.

Many travel services can be published on Traveltosaigon:

• Airfare: including domestic flights and international flights to Vietnam.

• Lodging: including hotels, resorts, residences, villas.

• Car rental

• Packages: city tours, programmed package tours, customized package tours, vacations.

After a customer book some service provided by you (or your service providers), our payment system will update your partner payment account (indicating how much you have earned by selling your services through Traveltosaigon).  The payment amount indicated by your partner payment account within a calendar quarter will be transferred at the end of next quarter. The payment will be transferred to your banking account directly via your credit card.

If this Agreement (and associated contract) is terminated, we will transfer your partner payment account at the end of that calendar quarter.

If a customer disputes or rejects a purchased ticket, and we have already paid you for the services based on the sale of that ticket, we will deduct the same amount as the rate of the purchased ticket from your next quarterly partner payment account.
 

If you become a member of the Partner Program, you will be given a password so that you may enter our Operating Center (we will let you know the URL address after becoming our partner). From this site you will be able to view, add, modify your services and pricing. You are able to control your service providers (if any).

Your service provider(s) will be provided access account issued by you. By accessing Operating Center using these accounts, your service provider(s) are able to manage the services on behalf of you under your control.

Except with the consent of the other party, each party agrees that all information concerning the other party, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, will remain confidential and will not be utilized, directly or indirectly, by such party for any purpose except and to the extent
(a) necessary to complete obligations under this Agreement or
(b) that any such information is known or available to the public through a source or sources other than such party or any Partner of such party.
 

WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE Traveltosaigon WEB SITE OR ITS PERFORMANCE, AVAILABILITY OR FUNCTIONALITY. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT FROM THE USA GROUP, INC. ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Like many leading websites on Internet, although this website has been tested carefully many times before posting, we are not sure it's error-free. It may contain some bugs we have not discovered, it may sometimes meet failure because of your browser error, inaccuracies errors or typographical errors.
 

You represent and warrant that:

• You, if you are a company, are duly organized, validly existing and in good standing, and are qualified and/or licensed to do business in all jurisdictions to the extent necessary to carry out your obligations under this Agreement.

• You, or if you are a company, the person entering into this Agreement on your behalf are an adult of at least 18 years of age.

• This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

• You have the full right and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party.

• You and your service providers possess the legal authority to enter into this Agreement and to use this website in accordance with all terms and conditions herein.

• Each party will at all times be deemed to be an independent contractor with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship.

• You may not assign your rights or obligations under this Agreement to any party.

• You have independently evaluated this Agreement and are not relying on any representation, guarantee, or statement from us or anyone else, other than as expressly set forth in this Agreement.

• Between you and your service providers (if any) maybe agree with each other a different policy but you must warrant that your service providers abide by this Agreement.

• If you have many service providers and each service provider agree to provide the services with different prices and different commission, Traveltosaigon and you will sign each contract for each service provider.

• If you agree to abide by this Agreement and submit the  partner application form to us, we will send you  the contract(s). At the time you sign the contract(s), this Agreement is effected.

• This Agreement represents the entire agreement between us and you and supersedes all prior agreements and communications we may have had, oral or written.

• The headings and titles contained in this Agreement are included for convenience only, and will not limit or otherwise affect the terms of this Agreement.