AdventurePass^TM Service Provider Agreement

This service provider Agreement (this "Agreement") sets forth the terms and conditions governing the participation of the entity named below ("Participant") in the promotional marketing program of AdventurePass L.L.C. ("AdventurePass"), a California Limited Liability Corporation, with offices at 1205 Third Street, Suite 6, San Rafael, California 94901.

By signing this Agreement Participant agrees to be bound by the terms and conditions of the Agreement. Please read this entire Agreement before accepting its terms. This Agreement is void if Participant alters any of the terms or conditions hereof.

AdventurePass and Participant agree that AdventurePass will provide Participant the ability to make information about Participant's products and services available on AdventurePass' web site, on AdventurePass business partner web sites, or through other means that AdventurePass may deem appropriate from time to time, including but not limited to printed materials, television broadcasts, and radio broadcasts (the "System"). AdventurePass and Participant furthermore agree that Participant shall make such information available to AdventurePass and its users subject to the following terms and conditions:

1. Effectiveness.

This Agreement will become effective only upon acceptance by AdventurePass, as evidenced by e-mail or fax confirmation sent by AdventurePass to Participant. Acceptance of Participant for inclusion in the System is within AdventurePass' sole discretion, and AdventurePass has no obligation to include information regarding Participant's products and services in the System.

2. Participant Web Site.

If Participant maintains its own web site ("Participant's Web Site"), AdventurePass will, at Participant's option, use commercially reasonable efforts to establish a link in the System to Participant's Web site. In exchange, Participant will place on the Home Page of Participant's Web Site the AdventurePass Seal and a link from the AdventurePass Seal to the AdventurePass Home Page. Participant is responsible for timely and accurately updating, and for the accuracy of, its product and service availability, rates, and information on the Participant Web site and in the System.

3. Co-Marketing.

AdventurePass will use commercially reasonable efforts to promote the Participant's product or service by including information about the Participant's products and services in the System. In exchange, Participant agrees to promote AdventurePass in the following ways:

1. Display the AdventurePass Logo Sticker at Participant's primary place of business. The AdventurePass Logo Sticker shall be placed in a highly visible window on or near the business' main entrance.

2. Participants agree to provide two (2) complimentary Primary Services to AdventurePass for promotional purposes per year, beginning on the first day that Participant uses the System. A "Primary Service" is the primary product or service provided by Participant to its customers, the value of which is no less than eighty percent (80%) of the median value of all services provided by Participant to its customers. Participant shall have sole discretion as to which days the complimentary Primary Services are made available.

3. Provide AdventurePass with one Promotional Space in Participant's regular communications with its existing or potential customers every six months.

"Promotional Space" shall be equivalent to:

a. In text-based digital newsletters or other digital communications, 200 words of text including a hyperlink;

b. In HTML-based newsletters or communications, 100 words of text plus a 120x60-pixel graphic element;

c. In print materials, one-half of one printed page;

d. Other promotional space as mutually agreed to by both Participant and AdventurePass.

Participant shall have sole discretion over positioning and placement of Promotional Space. AdventurePass shall determine the "Promotional Content", defined as the text, graphics, and layout of such items within the Promotional Space, subject to Participant's approval, which shall not unreasonably be withheld. AdventurePass shall provide Participant with Promotional Content no later than fifteen (15) days after Participant provides a written request for such content from AdventurePass. Participant is responsible for requesting Promotional Content from AdventurePass at such a time that Participant has sufficient time to incorporate provided Promotional Content into Participant's communication.

4. Right to Use Participant Information.

Participant grants AdventurePass the worldwide, non-exclusive, royalty-free right to use, reproduce, display and transmit on the AdventurePass web site, on AdventurePass business partner web sites, and through other means that AdventurePass may deem appropriate from time to time, including but not limited to printed materials, television broadcasts, and radio broadcasts, any information or material provided by Participant for inclusion in the System. Participant represents and warrants that it owns or has sufficient rights in all such information and material to grant the foregoing license. Participant agrees that AdventurePass may, in its discretion, remove any information and/or content that AdventurePass determines does or may infringe upon or violate any third party right, or that is otherwise inappropriate in AdventurePass' opinion.

5. Termination.

This Agreement will remain in effect until terminated by either party upon thirty (30)-days' written notice to the other party. In the event of a breach of this Agreement, the non-breaching party may terminate this Agreement after providing written notice to the other party of the breach and the failure of the breaching party to cure the breach within ten (10) days of receipt of the notice. Upon breach by Participant, AdventurePass may immediately remove information regarding Participant from the System without notice to Participant, and Participant shall immediately remove any Button(s) from Participant's Web Site.

6. Right To Use System Information.

Participant acknowledges that AdventurePass will compile certain information related to the usage of the System. Such information may include without limitation usage of the System with regard to a particular geographic region or class of products and services, seasonal fluctuations usage and demographic profiles of the System's end users. Participant agrees that AdventurePass is authorized to use, reproduce and generally make such information available to third parties in the aggregate, provided that Participant's information will not be individually identified or attributable to Participant. AdventurePass is authorized to use, reproduce and generally make such information available to third parties in the aggregate, provided that Participant's information will not be individually identified or attributable to Participant.

7. Authority.

The person entering into this Agreement on behalf of Participant represents to AdventurePass that he or she has all requisite corporate power and authority to enter into this Agreement on behalf of Participant, that this Agreement has been duly authorized by Participant and that this Agreement will constitute the legal, valid and binding obligation of Participant.

8. Indemnification.

Participant will indemnify and hold AdventurePass and its directors, employees, agents and affiliates (collectively, "Indemnified Parties") harmless from and against, and will defend or settle at Participant's expense, any action or other proceeding (a "Claim") brought against any Indemnified Party arising out of or in connection with: (a) a claim that the inclusion in the System of any of the materials provided by Participant infringes any third-party intellectual property right, or is libelous or defamatory, or otherwise results in injury or damage to any third party; or (b) any breach or alleged facts that if true would constitute a breach by Participant of this Agreement, including without limitation any warranty hereunder. Participant will pay, as incurred, any and all costs, losses, liabilities, damages and expenses (including, but not limited to, reasonable attorneys' fees and costs) awarded against or incurred by any Indemnified Party in connection with any Claim. Participant will permit AdventurePass at its expense to participate in the defense and/or settlement of any Claim with counsel of AdventurePass' choice. Participant will not enter into any settlement affecting the rights or obligations of any Indemnified Party without AdventurePass' prior written consent.

9. Disclaimer and Limitation of Liability.

AdventurePass will not be responsible or liable for any inaccuracies in the data or information included in the System, nor will it have any liability under any circumstances for damages in connection with the same, except to use commercially reasonable efforts to correct information not accessible to Participant, such as formatting or system programming, within seven (7) days after written notice from Participant. Participant is solely and exclusively responsible for the protection of any and all of its intellectual property, including, but not limited to, the inclusion on its pages of any and all statutory or other notices customarily used or required for purposes of providing notice of ownership or protection of Participant's trademarks, trade names, service marks or copyrights. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AdventurePass SYSTEM, SERVICES HEREUNDER, AND ASSOCIATED WEB SITES, CONTENT, INFORMATION AND TECHNOLOGY ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY, UNINTERRUPTED SERVICE OR ERROR-FREE SERVICE. IN NO EVENT WILL AdventurePass BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY GIVING RISE TO SUCH DAMAGES. IN NO EVENT WILL AdventurePass'S CUMULATIVE LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH ITS SUBJECT MATTER EXCEED THE AGGREGATE AMOUNTS RECEIVED FROM PARTICIPANT HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE PARTIES AGREE THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY FORM AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT THE CONSIDERATION AND OTHER TERMS SET FORTH HEREIN WOULD HAVE BEEN MATERIALLY DIFFERENT IN THE ABSENCE OF SUCH PROVISIONS.

10. Miscellaneous.

This Agreement shall be interpreted in accordance with the federal laws of the United States and the laws of the State of California, without regard to conflict of laws principles, and any legal proceeding arising out of this Agreement will occur in San Rafael, California. The parties irrevocably consent to the exclusive jurisdiction and venue of the U.S. federal and California state courts located there. If any court of competent jurisdiction determines that any provision of this Agreement is unenforceable, such provision will be struck and the remaining provisions of this Agreement will remain in force. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. This Agreement and the documents referred to herein constitute the entire agreement between AdventurePass and Participant with respect to the subject matter hereof, superseding all prior agreements and understandings between the parties with respect to the same, and Participant has not relied upon any promises or representations by AdventurePass with respect to the subject matter except as set forth herein. This Agreement may be amended only in writing signed by the party against whom enforcement is sought. Notwithstanding the foregoing, AdventurePass may amend this Agreement by providing at least thirty (30) days advance written notice of the amendment to Participant by mail, overnight delivery, fax or email. Either party may assign all or any part of this Agreement without prior approval of the other party. Participant will provide written notice to AdventurePass of any such assignment.

11. AdventurePass - Privacy

Participant's acceptance of the terms and conditions set forth above shall be effective upon checking the "I Agree" box on the vendor information form and submitting Participant's information to AdventurePass. By checking the "I Agree" box, you, Participant, confirm that you understand your responsibilities in this process and that you agree to be bound by the terms and conditions of the Agreement.