HOTEL USER AGREEMENT

THE FOLLOWING DESCRIBES THE TERMS ON WHICH LEXYL TRAVEL TECHNOLOGIES, LLC OFFERS YOU ACCESS TO
OUR SERVICES.
Welcome to the user agreement (the "Agreement" or "User Agreement") for Lexyl Travel Technologies, LLC. This Agreement
describes the terms and conditions applicable to your use of our services available under the domain and sub-domains of
HotelPlanner.com. If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access our
services.
You must read, agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy,
which include those terms and conditions expressly set out below and those incorporated by reference, before you may become
a member of HotelPlanner.com.
The Company may amend this Agreement at any time by posting the amended terms on the Site. Except as stated below, all
amended terms shall automatically be effective 30 days after they are initially posted on the Site. This Agreement may not be
otherwise amended except in a writing signed by you and HotelPlanner.com. This Agreement is effective upon acceptance in
registration for new registering users.
1. Membership Eligibility.
Our services are available only to, and may only be used by individuals who can form legally binding contracts under applicable
law. Without limiting the foregoing, our services are not available to children (persons under the age of 21) or to temporarily or
indefinitely suspended HotelPlanner.com members. If you are under the age of 21, you cannot use this service. Persons under
the age of 21 may not use this service to make reservations at any property in Las Vegas, Nevada, United States. If you do not
qualify, please do not use our Site. Further, your HotelPlanner.com account (including feedback) and User ID may not be
transferred or sold to another party. If you are registering as a business entity, (i.e. Travel Agency, Wholesaler, Group
Coordinator, Hotel, or other Travel Services Vendor.) you represent that you have the authority to bind the entity to this
Agreement. Business entities using this service to receive rate quotes without ever contacting a vendor online are subject to
account suspension or termination. If you are responding on behalf of a hotel, you must be a full time employee or owner of the
hotel that has authorized access to the hotel's reservations system.
2. Fees and Services.
Joining and listing groups at HotelPlanner.com is free for individuals, travel agents, group coordinators, and wholesalers. The
Hotel and/or Travel Services Vendor is responsible for paying 10% commissions to HotelPlanner.com for actualized business
referred from the basic free bidding. The hotel is responsible for tracking reservations on all groups. If hotel fails to track
actualized rooms due to incomplete records, lost or stolen records, or technical failure, then the hotel must pay 10% commission
on all requested rooms as found in the online client request for proposal.
HotelPlanner.com will pay a 10% commission on hotel room revenue produced to all Travel Agents for group bookings processed
through HotelPlanner.com minus our third party transaction fee of 5% of hotel room revenue produced. In the case an affiliate of
Lexyl Travel Technologies, LLC is credited for the group booking, the Travel Agent commission may be reduced in order to
compensate the affiliate. This third party transaction fee will include all hotel rate and information procurement, as well as
database and website maintenance, in addition to commission collections performed by HotelPlanner.com. Travel agents must
mail in hotel receipts per the cash back terms found on their hotel bid in order to claim commissions. The hotel is only responsible
for paying 10% commission as stated above on actualized room revenue produced. If the hotel fails to pay the commission,
HotelPlanner.com cannot be held liable for the unpaid commission. Travel Agent bookings are not eligible for any other rebates
or cash back promotions through the HotelPlanner.com system.
3. HotelPlanner.com is a Venue.
HotelPlanner.com is not an Auctioneer. The Site acts as a venue to allow the Hotel and/or Travel Services Vendor to sell rooms
and/or services at any posted rate. The Company is not involved in the actual transaction between buyers and sellers. As a
result, The Company has no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings,
the ability of sellers to sell items or the ability of buyers to pay for items. The Company cannot ensure that a buyer or seller will
actually complete a transaction.
Identity Verification. The company uses many techniques to verify the accuracy of the information our users provide us when they
register on the Site. However, because user verification on the Internet is difficult, HotelPlanner.com cannot and does not confirm
each user's purported identity. We encourage you to communicate directly with the hotel or travel agency using the tools available
on this site.
Release. Because The Company is a venue, in the event that you have a dispute with one or more users, you release
HotelPlanner.com (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and
damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and
undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil
Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
Information Control. The Company does not control the information provided by other users that is made available through our
system. You may find other user's information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common
sense, and practice safe trading when using the Site. Please note that there are also risks of dealing with underage persons or
people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By
using this Site, you agree to accept such risks and HotelPlanner.com is not responsible for the acts or omissions of users on the
Site.
4. Bidding.
4. Bidding.
As a Hotel or Travel Services Vendor, you are obligated to complete the transaction with the Group Coordinator, Travel Agent,
Wholesalers and/or the Booking Party that they represent:
By bidding on a group booking you agree to be bound by the conditions of sale included in the group's description so long as
those conditions of sale are not in violation of this Agreement or unlawful. Bids are not retractable except in exceptional
circumstances, such as: when the Group Coordinator, Travel Agent, Wholesaler and/or Booking Party materially changes the
group's description after you bid; a clear typographical error is made; you cannot authenticate the Hotel, Travel Vendor, Travel
Agent, Wholesaler, Group Coordinators and/or Booking Parties identity. The hotel is responsible for tracking reservations on all
groups. If hotel fails to track actualized rooms due to incomplete records, lost or stolen records, or technical failure, then the hotel
must pay 10% commission on all requested rooms as found in the online client request for proposal.
Predatory sales techniques are strictly prohibited. Predatory sales techniques include, but are not limited to offering special
promotions, discounts, or directions for clients in an effort to incentivize them to work outside the system.
HotelPlanner.com should always receive the hotel's lowest group rates. Periodically HotelPlanner.com will conduct group hotel
rate audits on behalf of their group coordinators. If a contracted group rate has become uncompetitive for any reason, the hotel
must adjust the contracted group rate to be inline with other discounted group and transient rate promotions over the group's
contracted dates at the group's contracted hotel.
5. Listing.
Listing Description. When posting a group booking for bidding you must be legally able to represent the booking party you list on
the Site. An IATA Card is significant identification that you are a qualified listing agent, or a signed agreement from the booking
party. You must describe your group and all terms of sale on the group registration page of the Site. Your listings may only
include text descriptions and other content relevant to the needs of the group.
Fraud. Without limiting any other remedies, HotelPlanner.com may suspend or terminate your account if The Company suspects
that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in
connection with the Site.
Manipulation. Neither Travel Agents, Group Coordinators, Individuals, Wholesalers, Travel Services Vendors nor Hotels may
manipulate the price of any item nor may you interfere with other user's listings or transactions.
6. Your Information.
Definition. "Your Information" is defined as any information you provide to us or other users in the registration, bidding or listing
process, in any public message area or through any email feature. You are solely responsible for Your Information, and we act as
a passive conduit for your online distribution and publication of Your Information.
Restricted Activities. Your Information (or any groups listed) and your activities on the Site shall not: (a) be false, inaccurate or
misleading; (b) be fraudulent (b) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or
rights of publicity or privacy; (c) violate any law, statute, ordinance or regulation (including, but not limited to, those governing
export control, consumer protection, unfair competition, antidiscrimination or false advertising); (d) be defamatory, trade libelous,
unlawfully threatening or unlawfully harassing; (e) be obscene (f) contain any viruses, Trojan horses, worms, time bombs,
cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously
intercept or expropriate any system, data or personal information; (g) create liability for us or cause us to lose (in whole or in part)
the services of our ISPs or other suppliers; and (h) link directly or indirectly to or include descriptions of goods or services that: (i)
are prohibited under this Agreement; are concurrently listed for sale on a web site other than HotelPlanner.com's or you do not
have a right to contract rates. License. Solely to enable HotelPlanner.com to use the information you supply us with, so that we
are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual,
irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but
no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information.
HotelPlanner.com will only use Your Information in accordance with our Privacy Policy.
7. Access and Interference.
The Site contains robot exclusion headers. Much of the information on the Site is updated on a real time basis and is proprietary
or is licensed to HotelPlanner.com by our users or third parties. You agree that you will not use any robot, spider, scraper or
other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that
you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large
load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content
(except for Your Information) from the Site without the prior expressed written permission of HotelPlanner.com and the
appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of the Site or any activities
conducted on the Site; or (iv) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to
the Site.
8. Breach.
Without limiting other remedies, The Company may limit your activity, immediately remove your bids or item listings, warn our
community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse
to provide our services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) The Company
is unable to verify or authenticate any information you provide to us; or (c) The Company believes that your actions may cause
financial loss or legal liability for you, our users or us.
9. Privacy.
The Company does not sell or rent your personal information to third parties for their marketing purposes without your explicit
consent and The Company will only use your information as described in the Privacy Policy. The company views the protection of
users' privacy as a very important community principle. The Company understands clearly that you and your information is one of
our most important assets. The Company stores and process your information on computers located in the United States that are
protected by physical as well as technological security devices. The Company uses third parties to verify and certify our privacy
principles. Our current Privacy Policy is available on our privacy statement page. If you object to your Information being
transferred or used in this way please do not use our services.
10. Confidential Information.
(a) Confidential Information. Client Information is strictly confidential and is for the sole intended use of contracting Lexyl group
business at your hotel. If your hotel is not able to complete a contract with a group for any reason, the hotel is strictly prohibited
from sharing the groups confidential contact information or referring our clients to any other hotels or organizations. Any attempts
to use this confidential information outside of its intended use are strictly prohibited by law. If the hotel would like to refer the client
to a partner or sister hotel for any reason, the hotel must be a registered user of the Lexyl system and must place a offer on the
client's online group listing.
(b) Management of Confidential Information. Each party agrees that: (i) all Confidential Information shall remain the exclusive
property of the owner; (ii) it shall maintain, and shall cause its employees and agents and subcontractors to maintain, the
confidentiality and secrecy of the other party's Confidential Information; (iii) it shall take all reasonable action necessary to ensure
that its employees and agents do not copy, publish, manipulate, disclose to others or otherwise use the Confidential Information
of the other party; and (iv) it shall return or destroy all copies of the other parties Confidential Information upon request of the
other party, and indemnify and hold harmless the owner from and against all damages and expenses (including attorney fees and
costs) arising from a breach of this provision.
(c) Exclusion to Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information
to the extent it (i) is or becomes a part of the public domain through no act or omission on the part the receiving party, (ii) is
disclosed to third parties by the owner without restriction on such third parties, (iii) is in the receiving party's possession, without
actual or constructive knowledge of an obligation of confidentiality with respect thereto, at or prior to the time of disclosure under
this Agreement, (iv) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto,
(v) is independently developed without access or reference to the disclosing party's Confidential Information, or (vi) is released
from confidential treatment by written consent of the disclosing party.
11. No Warranty.
THE COMPANY, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB
SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY.
HOTELPLANNER.COM, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS
SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing
disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary
from state to state.
12. Liability Limit.
IN NO EVENT SHALL THE COMPANY, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS
BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).
13. Indemnity.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and
employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising
out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a
third party.
14. Legal Compliance.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of
our service and your bidding on, or listing of groups.
15. No Agency.
You and HotelPlanner.com are independent contractors, and no agency, partnership, joint venture, employee-employer or
franchiser-franchisee relationship is intended or created by this Agreement.
Resolution of Disputes. In the event a dispute arises between you and HotelPlanner.com, our goal is to provide you with a neutral
and cost effective means of resolving the dispute quickly. Accordingly, you and HotelPlanner.com agree that any claim or
controversy at law or equity that arises out of this Agreement or our services ("Claims") shall be resolved in accordance with one
of the subsections below or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives,
HotelPlanner.com strongly encourage you to first contact us directly to seek a resolution and the company will also consider
reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative
to litigation.
Binding Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award
sought is less than $10,000, you or HotelPlanner.com may elect to resolve the dispute through binding arbitration conducted by
telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. In such cases, the
arbitration shall be administered by the American Arbitration Association or JAMS in accordance with their applicable rules, or
any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof.
All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution
mechanism that is selected in accordance with this Section by the first party to file a Claim. Should either party file an action
contrary to this Section 16, the other party may recover attorneys' fees and costs up to $1000, provided that the party seeking the
award has notified the other party in writing of the improperly filed Claim, and the other party has failed to withdraw the Claim.
16. General.
This Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements
This Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements
entered into and to be performed entirely within California between California residents. The Company does not guarantee
continuous, uninterrupted or secure access to our services, and operation of the Site may be interfered with by numerous factors
outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and
the remaining provisions shall be enforced.
RESPONSIBILITY AND LIMITATION OF LIABILITY: HotelPlanner.com arrange the services described on this site, including
without limitation lodging that is provided by Hoteliers, which are independent contractors and not the agents, employees,
partners, or joint ventures of The Company. Lexyl Travel Technologies, LLC provide a negotiation venue for such group travel
services merely for the convenience of companies that furnish such services. Such contractual negotiation services are subject to
all terms and conditions of the respective suppliers (some of which may limit or exclude the supplier's liability). Lexyl Travel
Technologies, LLC shall not be responsible for any loss of or damage to property or death or injury to a person, resulting from
any act or omission of any supplier providing any product or service or any other person or entity, or caused by strike, war,
weather, act of god, quarantine, sickness, government restriction or regulation, or any other cause beyond HotelPlanner.com's
control. Traveler expressly waives all rights he or she may have against HotelPlanner.com in connection with the foregoing.
Under no circumstances is HotelPlanner.com to be constructed as carriers under contract for safe carriage of the traveler or his
or her baggage and belongings. It is understood and agreed that HotelPlanner.com shall at all times act in the capacity of any
independent contractor and not as an employee, partner, agent, joint venture, or principal of any travel agent, group coordinator or hotel.
Neither HotelPlanner.com or cooperating organizations shall be responsible for any cancellations or for acts of any other service
providers, diversions or substitution of hotels, or any other persons providing any of the services and accommodations to
passengers. Nor shall they be liable for any loss or damage to baggage or property, or for injury, illness or death, or for any
damages or claims whatsoever arising from any act, error, omission, default or negligence of any person not a direct employee of
HotelPlanner.com. The carriers, hotels and other suppliers who provide services are independent contractors and are not agents,
employees or servants of Lexyl Travel Technologies, LLC. Lexyl Travel Technologies, LLC are not responsible for any criminal
conduct by third parties. In no event shall Lexyl Travel Technologies, LLC have any liability to any person or entity.
Lexyl Travel Technologies, LLC make no warranties, guarantees or representation of any kind or implied, arising by law or
otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose, or any implied
warranty arising from course of performance, course of dealing, or usage of trade.
The rebate estimate in your bid comments is based on the full/total amount of rooms requested at the specific hotel bid amount.
The rebate will only be honored for actualized/consumed and documented rooms. Rebate may fluctuate based on actualized
hotel room nights booked or documentation in the form of receipts or confirmed group list. Travel Agents are not eligible for
rebates.
Every effort is made to ensure website accuracy at the time of publication; however, HotelPlanner.com cannot be held
responsible for printing or typographical errors, product changes and content changes on websites.
PHYSICAL DISABILITIES: Hotels may not have the appropriate special services and equipment to accommodate all individuals
with disabilities or special needs. Those requiring guaranteed accommodations for those with disabilities or special needs are
advised to communicate directly with the hotel.
The website, including these Terms and Conditions, represents the entire agreement between the travel agent, Group
Coordinators, Wholesalers, the Individual Booking Party, the Hotels, any other Travel Services Vendors and Lexyl Travel
Technologies, LLC.
All group contracts must be done with HotelPlanner.com or the client directly. If contracting is done with the client directly,
HotelPlanner.com must be copied on all contracting communications.
For automatic bids, groups of 5 rooms per night or more are subject to availability and may have special cancellation policies.
Rates and availability are subject to change without notice.
Any party using the HotelPlanner.com system in a fraudulent manner will be subject to a $10,000 fine. This fraud includes but is
not limited to false booking request, bait and switch pricing techniques, or false user information of any kind. Violators will be
prosecuted to full extent of the law.
The hotel has one week from the departure date of the referred group to change the room pick up report for commission invoicing.
All changes will be verified with the agent and group coordinator of record on the invoice. If the hotel does not update the room
pick up report one week after the group's departure, the commission invoice amount will be binding as the mutual agreed
commission amount by all parties. In the event of a hotel ownership change, proof of bankruptcy of previous ownership must be
provided in order to waive past due commissions for new ownership.
Indemnity. Each party represents and warrants that it has the necessary rights for use of its respective Marks pursuant to the
performance of this Agreement and the use of such Marks in the United States in compliance with this Agreement will not infringe
any third party's United States federal or state trademark. Each party hereby agrees to INDEMNIFY, DEFEND AND HOLD
HARMLESS the other parties from all claims, judgments, losses or expenses and any costs related thereto (including, but not
limited to court costs and attorney's fees) arising in whole or in part from or in any way related to use of such party's Marks in
accordance with this Agreement. This Section 7(d) shall survive the termination of this Agreement.
Infringement Proceedings. The parties agree to notify the other party of any unauthorized use of the other party's Marks by others
promptly as it comes to either party's attention.
Representations and Warranties. Each party hereto represents and warrants that it has all of the necessary and appropriate
rights and authorizations to enter into this Agreement and perform each of their respective obligations and grant all of the rights
granted herein, and that the exercise of the rights granted hereunder will not infringe on the rights of any third party. Further, each
party hereto represents and warrants that the execution, delivery and performance of this Agreement does not and will not violate
or cause a breach of any other agreements or obligations to which it is a party or by which it is bound, and no approval or other
action by any governmental authority or agency, or any other individual or entity, is required in connection herewith. Each party
warrants and represents that they shall (1) perform the services pursuant to this Agreement with competent and skilled personnel
in a good and workmanlike manner consistent with applicable industry standards and practices; and (2) use sound engineering
and/or technical principles where applicable.
and/or technical principles where applicable.
Severability. The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions
hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
Third Party Beneficiaries. This Agreement is solely for the benefit of the parties and, therefore, no person or persons other than
the parties shall have any right or privileges under this Agreement either as third party beneficiaries or otherwise.
Force Majeure. Notwithstanding anything herein contained to the contrary, no party shall be liable to any other in damages
because of any failure to perform hereunder caused by any cause beyond its control, including but not limited to cancellation or
postponement of the underlying event, natural disaster, accident, casualty, labor controversy, civil disturbance, embargo, war, act
of terrorism, threat of terrorism, act of God, weather, any government ordinance or law, the issuance of any executive or judicial
order, or any failure or delay with respect to any production, electrical, lighting or sound equipment or transmission equipment or
apparatus.
Amendments. This Agreement may not be amended, changed or otherwise modified unless written and signed by authorized
representatives of each party.
Entire Agreement. This Agreement is the final, complete and exclusive statement and expression of the agreement among the
parties hereto with relation to the subject matter of this Agreement, it being understood that there are no oral representations,
understandings or agreements covering the same subject matter as this Agreement. This Agreement supercedes, and cannot be
varied, contradicted or supplemented by evidence of any prior or contemporaneous discussions, correspondence, or oral or
written agreement of any kind.
No Waiver. Any terms, covenants, or obligations of any party may be waived at any time in writing executed by the party or
parties for whose benefit such terms exist. The failure to enforce any provision of this Agreement shall not constitute a waiver of
any term hereof. No waiver in any one or more instances shall be deemed to be a further or continuing waiver of any other
condition or any breach of any other terms, covenants or representations.
Agreement Approval. Each party hereby represents and warrants that all necessary corporate approvals for this Agreement have
been obtained, and the person whose signature appears below has the authority necessary to execute this Agreement on behalf
of the party indicated.

By: Lubega Ellie Williams By: Tim Hentschel

Signed electronically at 01/28/2011 11:02 PM CST Signed electronically at 01/28/2011 11:02 PM CST
from IP Address 196.0.7.128 from IP Address 69.56.156.230

Name: Lubega Ellie Williams Name: Tim Hentschel

Date: 01/28/2011 Date: 01/28/2011

Title: Hotel Manager Title: Chief Executive Officer

Gulu Churchill Courts Hotel Lexyl Travel Technologies, LLC

A Long Churchill Dr. 777 S Flagler Dr, Ste 800
Company: Company:
Gulu, 1235 West Palm Beach, FL 33401
Uganda (UGA) United States (USA)

Signed via the Hotel Sign Up process online at http://www.hotelplanner.com/HotelForm.cfm

In compliance with the 2001 ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT