GOLFSWITCH, INC. AFFILIATE AGREEMENT

Please read this document in its entirety and, upon GolfSwitch’s acceptance of agreement to be legally bound to all applicable terms herein, the parties will be deemed to have entered into this Affiliate Agreement ("Agreement").

This Agreement is made between GolfSwitch, Inc. (“GS”), a Nevada corporation and you (“Affiliate”).

These are the terms and conditions of your participation in the Affiliate Program ("Program") of GS.

WHEREAS, GS provides a network of online golf information and booking services and maintains and licenses from third parties databases of information relating to golf courses (“Services”), and

WHEREAS, GS provides an Affiliate Program (“Program”) to persons or entities (“Affiliates”) who operate one or more “web sites” (domain or portion of a domain within the Internet), and who wish to offer the Services to their web site’s visitors (“End Users”), and

WHEREAS, GS provides financial compensation (“Commissions”) to Affiliates for “Transactions” (golf reservation bookings) made from Affiliate’s web site(s) through an Internet connection (“Link”) to a web site operated and hosted by GS (“GS Web Site”).

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

AGREEMENT

1. Services. 

On the "http://book.golfswitch.com" Web site (this "Site"), GS is in the business of promoting and selling tee time reservations and providing golf related services and content ("Services").  To enable Affiliate to participate in GS's Affiliate Program (the "Program"), GS shall provide to Affiliate one or more unique links, including graphics and/or promotional text (collectively, the "Links") that may be used by a visitor(s) to each of Affiliate's Web sites (each, the "Affiliate Site") identified on the Sign-up Application (the "Application") to link to the Services on this Site approved by GS (such visitors who link to this Site as a result of such Links, "Visitors").

GS grants to Affiliate a revocable, limited, non-exclusive, non-transferable, non-sub-licensable license to install, display, operate and maintain the Links and other content provided by GS to Affiliate hereunder for the sole purpose of providing End Users with access to the Services to make or cancel reservations and view golf course information.  No license is granted beyond the express terms and conditions of this Agreement. The Services may be updated by GS from time to time.  All reservations requested by the End Users are subject to acceptance by GS in accordance with GS’s policies in effect from time to time.

2. Web Pages. 

The term “Web Page” shall mean each of the web pages of Affiliate corresponding to the Uniform Resource Locator (“URL”) listed in the “Affiliate Information” section of the Affiliate Application.  Affiliate agrees to promptly notify GS in writing of any change of such URLs.

3. Customization. 

The Web Site may be accessed by End Users through the Link and shall consist of custom web pages addressable as a separate directory under the URL www.golfswitch.com <http://www.golfswitch.com> or such other URLs that GS may establish from time to time.  GS will make the Web Site and Link available within 30 business days of the date of GS’s acceptance of Affiliate’s application.

4. Compensation. 

In exchange for Affiliate including the Link, GS shall pay Affiliate the compensation specified in Exhibit A.  All compensation due to Affiliate shall be as set forth on Exhibit A. All commissions due to Affiliate shall be paid by GS 45 days after the end of the month in which the Transaction occurs. Compensation shall be paid monthly for accrued commissions totaling $50.00 US Dollars or more.  Accrued commissions totaling less than $50.00 USD shall carry over to the following month’s payment period or until such time accrued commissions total at least $50.00 USD. Payment shall be made in US Dollars by GS company check and sent by regular mail. GS makes no guarantee as to the amount of commissions that may be generated hereunder.

5. Marketing. 

The Affiliate agrees to place links and promote the Web Site as described to the Affiliate.

6. Use of GS’s Intellectual Property. 

The use by Affiliate of any of GS’s names, logos, trademarks, service marks or other intellectual property in any manner not expressly permitted herein is prohibited unless otherwise approved in writing in advance by GS. GS does not grant any right to license, use, lease, sell, or otherwise transfer the Link, Interface (or related documentation), Web Site, Databases, Retrieved Data or Services other than as expressly provided herein.

With the sole exception of any artwork, marks, content or other intellectual property provided by Affiliate to GS for inclusion on the Web Site, all rights, title, and interest, including, without limitation, any and all copyright, patent, trade secret, trademark and other intellectual property rights in and to the Link, Web Site, Databases, Retrieved Data, Interface (and related documentation) and the Services under United States law and any foreign laws shall remain in GS or its respective owner or supplier where applicable.  Affiliate agrees not to copy, download, hyperlink, frame, or in any manner use, reproduce or redistribute in whole or in part any part of the Web Site, Databases, Retrieved Data or any of the licensed items hereunder except as otherwise specifically permitted herein.

Without limiting the generality of the foregoing, Affiliate agrees not to modify the substance of any Retrieved Data; provided, however, that Affiliate may modify the presentation of the Retrieved Data solely for placement on Affiliate’s Web Pages and in a manner that is consistent with this Agreement.

Affiliate acknowledges and agrees that in addition to any other right GS may have at equity or law, GS shall be entitled to petition for an injunction to prevent any unauthorized use by Affiliate of the Web Site, Databases, Link, Interface, Retrieved Data or any intellectual property or proprietary information of GS.  Affiliate shall reimburse GS for all costs and expenses of enforcing this section including reasonable attorneys’ fees.

7. GS’s Use of Affiliate’s Intellectual Property. 

Affiliate grants GS a license to use Affiliate’s name as a client reference in GS’s advertising or marketing promotional materials. Affiliate grants GS permission to display on the Web Site Affiliate’s trademarks, service marks, copyright materials and any other content provided by it to GS for inclusion on the Web Site.  Affiliate shall have the exclusive right to sell banner advertising on the Web Site.

8. No Offensive Content. 

Affiliate’s Web Site shall not contain any content that relates to the use of any illegal substances or that is immoral, libelous, defamatory, obscene, pornographic, overly violent or otherwise offensive in GS’s sole discretion (“Offensive Content”)

9. Term. 

Unless sooner terminated in accordance with the terms set forth in this Agreement, the term of this Agreement shall begin as of the date hereof and shall continue for a period of one year.  The term of this Agreement shall be automatically renewed for successive periods of one year each unless terminated by either party at least 30 days before the end of the initial term or any successive term thereafter.  GS reserves the right to terminate access to all or any portion of the Services immediately and without prior notice upon termination of any agreement with GS’s vendors.  Further, GS reserves the right to terminate access to all or any portion of the Services and the licenses granted herein immediately and without prior notice in the event that Affiliate’s web site is deemed by GS to contain Offensive Content or content that infringes the intellectual property rights of third parties, or if Affiliate uses the Interface, Retrieved Data, Databases or Services for purposes deemed to be improper by GS.

10. Material Breach. 

In addition to the provisions authorizing termination hereunder, either Party will have the right to terminate this Agreement after a material breach of the Agreement by the other Party which breach has not been cured thirty (30) days after the date that the terminating Party has provided written notice to the other Party of the breach.

11. Representations and Warranties. 

GS represents and warrants to affiliate that GS has the right to enter into this Agreement.  Affiliate represents and warrants that it owns or possesses all rights to use, display or distribute any and all of the materials, content, designs, marks or the like to be provided to GS for inclusion in the Web Site. Affiliate further represents and warrants that it shall maintain in good standing all such rights during the term of the Agreement.

12. Indemnification. 

Affiliate agrees to indemnify GS, its parents, subsidiaries, affiliates and suppliers and their successors and assigns against and hold them harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, resulting directly or indirectly from:  (a) breach of any representation or warranty, covenant or provision contained in this Agreement or in GS’s applicable published policies, (b) violation by Affiliate of any applicable law, rule or regulation, (c) any misrepresentation by Affiliate to the End Users relating to any Services, (d) improper use or application of any mark of GS, the Web Site, Databases (including any contents or any derivative thereof), Link, Interface, Retrieved Data or Services or (e) any claim that Affiliate has infringed the intellectual rights of a third party.  GS will indemnify Affiliate against and hold it harmless from any and all claims, liabilities, damages, costs and expense, including reasonable attorneys’ fees, resulting directly or indirectly from:  (a) a material breach by GS of any of its representations or obligations contained in this Agreement or (b) claims asserted against Affiliate by a third party that any intellectual property of GS provided by GS to Affiliate infringes the intellectual property rights of such third party.  The indemnity obligation hereunder shall survive the termination of this Agreement.

13. Disclaimer, Limitation of Liabilities and Risk of Internet Usage. 

EXCEPT AS SET FORTH IN THIS AGREEMENT, GS DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  GS MAKES NO WARRANTY THAT THE SERVICES OR THE WEB SITE WILL BE CONTINUOUSLY AVAILABLE OR ERROR FREE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING SHALL APPLY

REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF ANY PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY.

IN NO EVENT SHALL THE MAXIMUM AMOUNT OF DAMAGES PAYABLE BY GS FOR ANY BREACH OF THIS AGREEMENT OR ANY DAMAGE OR INJURY RESULTING FROM GS’S PROVISION OF THE SERVICES EXCEED THE AMOUNT OF COMMISSIONS PAID TO GS FROM ITS TRAVEL SUPPLIERS WITH RESPECT TO END USERS OF THE WEB SITE DURING THE TWELVEMONTHS PRECEDING ANY SUCH CLAIM.

14. Compatibility; Updates. 

Affiliate acknowledges and agrees that it shall be solely responsible for determining whether its systems are compatible with the Interface, for providing all software necessary for use thereof and for all maintenance of its systems.

15. Modification of Service Programs. 

GS may modify any of its Services, at any time and in its sole discretion.  If any modification is unacceptable to Affiliate, Affiliate may terminate this Agreement by notifying GS in writing within 10 days following delivery by GS of such notice.  Affiliate’s failure to object to any such modification within 10 days following delivery by GS of such notice or revised Exhibit A shall constitute Affiliate’s binding acceptance of the modification.

16. Force Majeure. 

Neither GS nor Affiliate will be liable for any delay or failure in performance under this Agreement due to any cause beyond its reasonable control.

17. Jurisdiction and Venue. 

Each of the Parties irrevocably and unconditionally agrees that (a) any legal proceeding arising out of or relating to this Agreement may be brought in the United States District Court for Nevada; and (b) consents to the jurisdiction of such court in any proceeding.

18. Confidentiality. 

Each Party hereby agrees to protect the other Party’s confidential information that comes into its possession, from improper use and unauthorized disclosure to third parties, utilizing the same degree of care such Party uses to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care.  An example of GS’s confidential information includes, but should not be construed to be limited to, GS’s software, specifications, code and documentation relating to the Interface. Each Party further agrees to use the confidential information only for the purposes authorized in this Agreement and to not disclose same to any third party, other than for such purposes.  Affiliate expressly acknowledges that in many cases confidential information, such as information pertaining to the End Users, will not be in the possession of GS but will be transmitted directly to GS’s vendors and, therefore, Affiliate holds GS harmless with respect to such information.

19. No Waiver. 

Waiver of any provision of this Agreement, in whole or in part, in any one instance shall not constitute a waiver of any other provision in the same instance, nor any waiver of the same provision in another instance.

20. Notices. 

Any notice required or permitted under this Agreement shall be given in writing and shall be delivered:  (i) by facsimile or (ii) by overnight courier to the parties at their respective facsimile numbers or addresses specified in this Agreement, or at such other facsimile number or address as a party may specify by written notice to the other.  Notice shall be effective upon receipt.

21. GolfSwitch Network.

a. Affiliate acknowledges that GS provides GS the following:  (i) a digital database of tee time information created and maintained by GS (the "GolfSwitch Network") and (ii) the capability to determine tee time availability for specific dates and to make and cancel reservations at a golf course contained in the GolfSwitch Network (the "Reservation Function").  Affiliate further acknowledges and agrees that the GolfSwitch Network, all Services and the Reservation Function are the sole exclusive property of GS and may not be copied, downloaded, hyperlinked or in any manner used, reproduced or redistributed in whole or in part except by an end user accessor of the Affiliate for the sole purpose of making or canceling a reservation at a golf course contained in the GolfSwitch Network.  Affiliate agrees that it will not create, utilize, participate in or knowingly permit the occurrence of non-manual repetitive search requests of the GolfSwitch Network.  Affiliate agrees that, if information regarding a golf course establishment is provided from the GolfSwitch Network, reservations for such establishment shall be made, changed or cancelled exclusively through the Reservation Function.

b. GS WILL NOT BE RESPONSIBLE OR LIABLE FOR (i) ANY FALSIFICATIONS OR

INACCURACIES IN ANY OF THE INFORMATION DISPLAYED ON THE SITE, (ii) ANY ACT OR FAILURE TO ACT WITH RESPECT TO THE PUBLICATION OF INFORMATION ON THE INTERNET OR THE CREATION OR FUNCTIONALITY OF RESERVATION CAPABILITIES, (iii) SERVICE AND/OR THE MAKING, CHANGING OR CANCELING OF A RESERVATION AND THE USE OF A CREDIT CARD OR OTHER DEBIT DEVICE IN CONNECTION THEREWITH, (iv) ANY CLAIM RESULTING FROM ANY INTERRUPTION, MALFUNCTION OR CHANGE IN THE USE OF THE INTERNET OR A DISTRIBUTION SYSTEM OR (v) ANY CLAIM, DAMAGE OR LIABILITY OF ANY NATURE ARISING OUT OF THE GOLFSWITCH NETWORK, TRANSLATED INTO ANY OTHER LANGUAGE, EXCEPT TO THE EXTENT RESULTING FROM GOLFSWITCH'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. ALLWARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, GOOD AND WORKMANLIKE PRODUCT OR SERVICE OR OTHERWISE ARE DISCLAIMED BY GOLFSWITCH AND WAIVED BY AFFILIATE.  AFFILIATE ACKNOWLEDGES AND AGREES THAT THE OPERATION OF A SITE ON THE INTERNET IS AT AFFILIATE'S OWN RISK. 

c. Affiliate acknowledges and agrees that the Internet is a communication medium over which GolfSwitch has no control and that its continued utilization in its present form at current costs in uncertain.  Therefore, if at any time during the term of this Agreement the cost of access to the Internet increases, or there is imposed a fee or cost for access to or use of the Internet communication lines, or there is imposed any law, governmental ruling or regulation the result of which increases the cost of access to or usage of the Internet or otherwise makes it impractical, in GolfSwitch's sole discretion, to continue to perform this Agreement, GolfSwitch may immediately terminate this Agreement without consequence.  Affiliate agrees to indemnify and hold harmless GolfSwitch from and against any and all claims of any nature arising out of access to or use of the GolfSwitch Network and/or the Reservation Function by Affiliate or any of the End Users.

22. Exclusivity. As long as this Agreement remains in effect, Affiliate will exclusively use GolfSwitch for online golf reservation services. Any attempt to aggregate links to third party online golf reservation providers besides GS is a material breach of contract and cause for immediate termination of the Agreement.

23. Miscellaneous.

 a. This Agreement, including Affiliate's Application, constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces any prior oral or written agreements.  GS may at any time enroll any other affiliate on terms different from those contained herein. Affiliate agrees not to assert that this Agreement is invalid or unenforceable solely because it was created and executed in electronic form rather than in a written form or another form or method.

 b. This Agreement may be modified, in any respect, by GS at any time, in GS's sole discretion, and notice of such modification(s) may be posted on this Site or provided via email, the U.S. mails, overnight mail or newsletter, effective as of the date indicated.  Affiliate is encouraged to review this Site periodically.  Affiliate's continued use of this Site following the effective date of any such modification(s) shall constitute Affiliate's binding acceptance of such modification(s).

 c. No waiver by either party of any default or breach by the other party of any provision of this Agreement shall be effective unless made in writing executed by both parties hereto, and no waiver shall operate as or be deemed a waiver of any subsequent default or breach.

 d. This Agreement may not be assigned or transferred by Affiliate, in whole or in part, and any attempted assignment or transfer shall be void and without effect.

 e. Each party acknowledges that it has reviewed and participated in the preparation of this Agreement, that it has had an opportunity to have counsel review this Agreement, and that the rule of construction to the effect that ambiguities will be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

GOLFSWITCH, INC. AFFILIATE AGREEMENT

EXHIBIT A

1. Description of Services: Golf Reservations (Online Sales)

2. Commission Schedules: The Affiliate will earn a percentage of the total net commissions collected by GS as a result of bookings by Affiliate’s End Users (see schedule below).  Gross commissions is defined as the total commission amount received by GS from it’s travel suppliers (as a result of bookings by Affiliate’s End Users) less refunds, cancellations and service fees.

• If a customer who comes from your website buys a round of golf, you get a 25-50% commission, depending on monthly booking volume.
• Commissions are paid via check, not more than 45 days after the end of the month in which the transaction took place.
• Commissions start at 25% up to 50% of the net commission (gross commission minus Merchant Account Fees and Transaction Fees), all of which are usually collected at the time of the transaction.
• Commissions vary for each transaction based on season, # of players, time of day and many other factors.
• Merchant Account Fees are fees incurred for credit card processing. Merchant account fees are deducted on actual amounts, and can be approximated at 3% of the amount collected at the time of the transaction

As per Affiliate Agreement section 4 - The Company will pay the Affiliate a percentage of the revenue generated by sales resulting from this new cooperative venture. The transactional commissions will be paid according to the following outline:

• EUI – End User Invoice (what the end user pays to us)
• GCI – Golf Course Invoice (what we pay to the golf course)
• PF - Processing Fees – Approximately 3%, billed on actual
• TF - Transaction Fees - $1.50 per round
• BCP - Booking Commission Percentage – 25-50%

There are many factors that contribute to the commission amount like the destination, quality of course, season, number of players, day of the week, how much volume you generate and more. For that reason, Affiliates can earn anywhere from $.30 - $50.00 in commission for each transaction originated from Affiliate site. On average, Affiliates earn between $2.50 - $15.00 per transaction.

END.