Accommodation Agreement

THIS AGREEMENT executed as of the date you agree to it (the “Commencement Date”) between Let Me Go, LLC, a limited liability company existing under the laws of the State of New Jersey, with offices located at PO Box 1167, Secaucus, NJ, 07096 (the “Company”), and the party executing this Agreement via the online acceptance verification procedure (“Host”).

For and in consideration of the mutual covenants described below, the parties hereto agree as follows:

I. ELIGIBILITY

a) Host Account. Host shall register on the Website and create a host account (the “Host Account”) according to the terms of use (“Terms of Use”), which may be amended by the Company from time to time. Host must register with the Company and use the Company’s booking service (“Booking Service”) in order to post and book reservations for the Lodging through the Website. In order to register for the Booking Service, Host shall create a booking account (the “Booking Account”) with the Company by providing the Company with contact information requested on the registration form and valid credit card information that can be charged by the Host for the Host’s Commission pursuant to the terms of this Agreement, or the Host may make other payment arrangements directly with the Company. By creating a Booking Account, the Host shall automatically be registered for the Booking Service and agree to the Terms of Use, as amended.

b) Host shall provide the Company with true and accurate information when the Host creates the Booking Account and update such information as it changes. Notwithstanding the foregoing, the Company reserves the right, and Host grants to Company the right to verify the validity of any and all information submitted by the Host through its registration for and maintenance of its Booking Account and/or registration for and maintenance of its Host Account, including but not limited to obtaining credit reports on the Host at any time during the Term of this Agreement.

c) Company may deny a Host’s application to create a Host Account for any reason as determined in the sole discretion of the Company including but not limited to Host’s failure to meet Company’s terms of eligibility for a Host Account and/or Booking Account.

d) Upon the creation of the Host Account, Host shall be given a unique username and password (“Login Information”) by the Company whereby Host shall gain authorization to post lodging advertisements (“Reservation Offer”) on the Company’s website(s) (the “Website”), which must be posted in accordance with the Terms of Use, as amended.

II. BOOKING SERVICE

a) Throughout this Agreement, the term “Reservation” shall mean any booking of the Host’s Lodging by a customer (the “Customer”) through (i) the Website, or (ii) through a direct reservation made between the Host and Customer where the Customer reports to the Host that they discovered the details of the Reservation and Host via the Website (“Direct Reservation”). When a Direct Reservation is booked, the Host shall immediately report to the Company the details of the Direct Reservation.

b) The Booking Account and Booking Service shall be used to facilitate all monetary transactions between the Company, the Host, and the transfer of information between the Company, Customer, and Host. All monetary transactions between the Company, Host, and Customer shall be conducted according to the Terms of Use, as amended.

III. COMPANY’S RIGHTS AND DUTIES

a) The Reservation Offer including any changes to the Reservation Offer and reviews submitted by Customers (“Guest Reviews”) are monitored by the Company to ensure their accuracy. If the monitoring shows frequent misrepresentations of information resulting in damage to the Website as determined in the sole discretion of the Company, or a systematically high number of adjustments made by the Host, the Company may reject any such changes or terminate this Agreement and immediately remove Host’s Reservation Offers from the Website for any reason as determined in the sole discretion of the Company. The Company may charge the Host for any expenses incurred by the Company as a result of any removals.

b) Guest Reviews. Guest Reviews are submitted to the Website by Customers who have stayed at the Lodging after making a Reservation. The Company may post Guest Reviews on the Website and the Host acknowledges that the Company is a distributor and not a publisher of the Guest Reviews. Host indemnifies and releases the Company from all liability for the content of the Guest Reviews.

c) Company shall: (i) provide the Host with the technology, IP Addresses, and server space to build and post Reservation Offers; (ii) provide the Login Information; (iii) operate the Booking Service and facilitate all transfers of information between the Host, the Customer, and the Company; (iv) administer the Website; and (v) facilitate all monetary transactions between the Host and the Company (collectively, the “Services”).

d) By entering into this Agreement, Host grants Company a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content, whether now known or hereafter devised that is submitted by Host to the Company and/or the Website, and to sublicense the foregoing rights to Company and Company’s affiliates and operators of any website or other online point of presence through which the Website and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that Company will not alter any of Host’s trademarks from the form provided by Host (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with Host’s removal requests as to specific uses of Host’s trademarks (provided Host is unable to do so using standard functionality made available to Host via the Website); provided further, however, that nothing in this Agreement shall prevent or impair Company’s right to use without Host’s consent the content and any other materials provided by Host, to the extent that such use is allowable without a license from Host or Host’s affiliates under applicable law.

IV. WARRANTIES AND REPRESENTATIONS

The Company hereby disclaims to the fullest extent permissible under applicable law all warranties including but not limited to:

I) THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT;

II) THE COMPANY MAKES NO CLAIMS OR WARRANTIES THAT THE WEBSITE, BOOKING SERVICE OR ANY OTHER COMPANY SERVICE OR DUTY AS SET FORTH IN THIS AGREEMENT WILL MEET THE HOST’S OR THE HOST’S CUSTOMER’S REQUIREMENTS, OR THAT SUCH SERVICES WILL BE AVAILABLE AT ALL TIMES, ACCESSIBLE TO THE HOST OR THE HOST’S CUSTOMERS, OR THAT THE HOST’S USE OF SUCH SERVICES WILL NOT BE INTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERRORS;

III) THAT THE CONTENT, INFORMATION, MATERIALS, OR SERVICES INCLUDED ON THE WEBSITE WILL BE AS REPRESENTED BY THE HOST, THE COMPANY, OR AVAILABLE FOR PURCHASE UNDER THE TERMS AS SET FORTH ON THE WEBSITE, AVAILABLE FOR SALE AT THE TIME OF FIXED PRICE SALE, LAWFUL TO SELL, OR THAT HOST OR CUSTOMERS WILL PERFORM AS PROMISED;

IV) ANY IMPLIED WARRANTY ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE; AND

V) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF THE COMPANY.

V. INFRINGEMENTS

To the best of Host’s knowledge, information or belief, none of the information contained in the Reservation Offer infringe on the rights of any third party. In the event that any such infringement is alleged by third parties, Host shall hold Company harmless should a third party judgment be awarded as a result of negotiations or litigation by such third parties for such infringement of any third party information or rights as contained in the Reservation Offer or the Reservation.

VI. COMPENSATION

a) Host shall pay Company a commission of Ten Percent (10%) of the total funds collected by the Host as a result of a Reservation, or Ten Percent (10%) of any Cancellation Fees charged by Host to a Customer (the “Commission”). If a Reservation is timely cancelled and the Host does not charge the Customer a cancellation fee, then the Commission shall be waived by the Company. The Commission shall be paid by the Host to the Company within Thirty (30) days, in accordance with Terms of Use.

b) Taxes. Host shall be responsible for all sales, VAT, use, Hotel or similar taxes that arise or are due as a result of any sales conducted by the Host through the Website by way of Direct Reservation. Host shall determine whether federal or state sales, use or any other taxes are required to be paid for any sales conducted by the Host through the Website and Host shall collect, report and remit the correct tax amounts to the appropriate tax authority. Notwithstanding the foregoing, the Company shall not be obligated to determine whether sales, use, or similar state or federal taxes apply to any sales of Products conducted by the Host through the Website, and Company shall not be responsible for collecting, reporting, or remitting any such taxes arising from such transactions.

VII. TERM/TERMINATION

Company, in its sole discretion, may terminate this Agreement, Host’s access to the Website, Host Account, or any transaction between Host and a Customer who purchases Reservations through the Website immediately and without notice for any reason in the sole discretion of the Company. The Term shall commence upon execution of this Agreement and shall continue until the Host Account is closed and all transactions between the Host and any other third parties are complete as determined in the sole discretion of the Company, as may be amended by the Company from time to time.

VIII. INDEMNIFICATION

a) Host shall defend, indemnify and hold harmless Company, its successors, assigns, parent, subsidiaries, affiliates, and their respective officers, directors, agents and employees, from and against any action, suit or claim (including reasonable attorneys’ fees), costs, losses, damages, judgments, penalties, interest and expenses arising from or out of: (i) Host’s breach or alleged breach of this Agreement or any of the services as provided by the Host to Customers through the Website, or the negligence of Host, provided that the Company gives prompt notice, cooperation and assistance to the Host in connection therewith; (ii) any actual or alleged breach of Host’s representations, warranties, or obligations set forth in this Agreement or Host’s own website or other sales channels, the products sold by Host, the content provided by the Host, any Host Reservation Offers, other offers or advertisements, sales, or cancellations of Reservations sold by the Host through the Website, any actual or alleged infringement of any intellectual property or proprietary rights of any third party by Host through the sale of Reservations on Website, the content provided by the Host as displayed on the Website, or payment or collection of any Taxes or failure thereof and provided further that no settlement of any such claim shall be made without the Company’s prior written consent. For purposes hereof, “Claim” shall mean any claim, action, audit, investigation, inquiry or other proceeding instituted by any person or entity, and “Taxes” shall mean any and all sales, use, excise, import, export, value added and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by the Host on or through the Website, or otherwise in connection with any action, inaction, or omission of the Host or any of the Host’s affiliates, or any third party or third party’s respective employees, agents, contractors, or representatives. Host shall be solely liable for all contracts made between Host and any and all third parties.

b) The Company shall not be liable and the Host indemnifies the Company for any damages of any kind including, but not limited to indirect, incidental, punitive, and consequential damages arising out of or in connection with the services and duties arising under this Agreement, the Website, or any damages resulting from any services offered by the Company or the Host under this Agreement including but not limited to any Reservations, Reservation Offers, transactions, or Reservations purchased, obtained, or entered into through the Website.

c) The Company shall not be liable for any transaction-based taxes that arise pursuant to this Agreement including but not limited to sales, VAT, use or hotel taxes, and the Host shall be responsible for all such taxes that arise pursuant to this Agreement.

d) No Agency; Third-Party Beneficiary. Company is not the agent, fiduciary, trustee, or other representative of Host. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of the Company, Host, and relying purchasers.

IX. DISPUTE RESOLUTION

The parties shall endeavor to settle amicably any and all disputes that may arise under this Agreement. In the event any dispute involving the interpretation or application of the terms and conditions of this Agreement cannot be settled, such dispute, on written request of either party, shall be first submitted to arbitration. Any arbitration proceeding shall take place in Essex County, New Jersey using one arbitrator in accordance with the commercial arbitration rules of the American Arbitration Association. Each party shall bear its own fees and expenses with regard to any arbitration provided, however, that the parties shall equally share the fees and expenses of the arbitration themselves. The arbitrator may modify the sharing of expenses for the arbitration. Any award resulting from such arbitration shall be final and binding on the parties and enforceable in any court of competent jurisdiction.

X. GOVERNING LAW

This Agreement and all questions arising hereunder shall be governed by, and construed in accordance with, the laws and decisions of the State of New Jersey without giving effect to the principles thereof relating to conflicts of law. Each of the parties hereto (a) irrevocably agrees that the federal courts of New Jersey and the New Jersey State courts shall have sole and exclusive jurisdiction over any suit or other proceeding arising out of or based upon this Agreement, (b) submits to the venue and jurisdiction of such courts and (c) irrevocably consents to personal jurisdiction by such courts. Company shall be entitled to injunctive relief against Host without having to post a bond.

XII. GENERAL PROVISIONS

(a) Compliance With Laws. Host shall at all times conduct its efforts hereunder in compliance with all laws, rules, regulations or orders, including without limitation all child labor laws, applicable to its operations and is not in violation of and will not violate any environmental, health, safety, occupational or other law, regulation or order. Host shall also comply, at its sole cost and expense, with all applicable customs laws, import and export laws, requirements for export and import licenses and papers, laws of the foreign jurisdiction wherein Host’s goods and Products are to be marketed, sold, and used, and any other laws, foreign or domestic, applying to the design, sales, installation or use of the Licensed Products and Licensed Services.

(b) Entirety of Agreement. This Agreement contains all the understandings and representations between the parties relating to the matters referred to herein, supersedes any agreements previously entered into between them with respect thereto, and may be amended only by a written supplement, duly executed on behalf of the respective parties.

(c) Severability. If any provision of this Agreement is declared void or unenforceable by any judicial or administrative authority, this will not, ipso facto, nullify the remaining provisions of this Agreement unless Licensor, in its discretion, decides that such declaration goes to the heart of this Agreement, which event this Agreement shall terminate on thirty (30) days’ written notice from Company to Host. If any provision or provisions hereof are deemed invalid, illegal, or unenforceable, the offending provision(s) should be deleted or modified, as minimally as possible and as necessary, to retain as much of the provision and this Agreement valid and enforceable as possible.

(d) Representation of Capacity. Each party affirmatively represents that it has the capacity and power to enter into this Agreement, and to receive and protect the Confidential Information of the other party, and that each is not under any obligation to disclose, license, assign, or otherwise reveal or transfer to a third party any Confidential Information or other inventive material or concepts revealed by the other party under this Agreement.

(e) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, all of which shall constitute one and the same Agreement.

(f) Notice. All notices or other communications to be given or made hereunder shall be in writing and shall be delivered personally or mailed, by registered or certified mail, return receipt requested, postage prepaid, or by nationally recognized overnight carrier, to the Licensee or to the Licensor, as the case may be, at the following address, respectively:

IF TO COMPANY:

Let Me Go, LLC
PO Box 1167
Secaucus, NJ, 07096

IF TO HOST, then to Host at the email address set forth by the Host when it creates its Booking Account.

Date Last Modified: August 28, 2009