Partner contract for the participation of D.I.B.E. Partner Program
D.I.B.E. Diving Internet Booking Engine

between

Sport Dreams Infotainment GmbH
Tulpenstr. 4
90574 Rosstal
Germany
Phone: +49 9127 570 93 80
Fax: +49 9127 570 93 81

Trade register: District court Fuerth HRB 9958
Represented by Management
Mr. Axel M. Otto
Area of jurisdiction: Fuerth / Bavaria / Germany
Tax Office Fuerth / Bavaria / Germany
VAT ID.: DE 813 230 997

henceforth referred to as Sport Dreams

and

you

henceforth referred to as partner.

The contract contains the right to use D.I.B.E. within the own website of the registered partner on one domain.

§ 1. Subject matter of the contract
a. D.I.B.E. Diving Internet Booking Engine:
The partner obtains via the internet address http://www.dibe-europe.com/ one (1) D.I.B.E. (Online Booking Engine for Diving Services – Internet Version), which is provided by Sport Dreams. The partner obtains the possibility to integrate the D.I.B.E. Booking Engine within his own internet presentation. The implementation itself will be done by the partner himself or by his webmaster; however he has to follow the guidelines of Sport Dreams. The partner and his customers have the possibility to access the licensed data pool and to book scuba diving services online according to the diving centre fixed conditions. The D.I.B.E: Diving Internet Booking Engine is available 24 hours a day except for short breaks for necessary service

b. Domain: The partner is authorized to license D.I.B.E. for one (1) of his own domains. Changing the domain during the contract duration is possible at any time depending on the current license model of the partner. This contract does not apply to other Affiliate Program Providers and / or Travel Cooperation.

c. Commission: The partner receives the commission which is declared online for successfully completed bookings depending on the current license model of the partner and the current commission. Valid for this license Sport Dreams does not pay any commission for cancelled bookings.

Basis for commission payments is the current license model registered by the partner in its current online accounted version. Alterations and modifications are not fixed to a particular time. The partner is committed to keep himself constantly informed about the amount and the terms of payment of his license model.

Commissions will be transferred to the bank account which was listed by the partner in his login. Possible bank transfer expenses for transfers outside of Germanys will be charged on partner’s account.

The partner my change his running license model during the running operation according to the current license model of the partner. It is sufficient to inform Sport Dreams. Until the license model is changed, which must be confirmed by Sport Dreams, all running bookings will be commissioned under the current active license model. A possible refund of payments already received is not possible.

d. LOGIN (Administration Area): Via the internet address http://www.dibe-europe.com/ the partner grains access to a password protected partner area (henceforth referred to as login) with overview of all bookings, current status of each booking, also access to the commission payment documents as PDF files and the function to order the commission payment of payable commissions. Inside the login extensive advertising material is available for the partner as text links, iFrame, META Tag proposals, static and animated banners. The login data and the password will be sent shortly after finalizing the contract. The partner is committed to keep the login data safe and not to disclose the data to a third person.

e. Service Fee: The partner is not allowed to charge a service fee for bookings.

f. Booking Fee: Sport Dreams, which is responsible for managing the bookings with the end user, calculates a booking fee or not to the partner depending on the current license model selected by the partner. The booking fee will be subtracted directly from the commission of booked diving services depending on the current license model of the partner. If the commission is cheaper than the booking fee, Sport Dreams does not bill the booking fee as a gesture of goodwill Basis for commission payments is the current license model registered by the partner in its current online accounted version. Alterations and modifications are not fixed to a particular time. The partner is committed to keep himself constantly informed about the amount and the terms of payment of his license model.

g. D.I.B.E. online terms and condition for the procurement of scuba diving services: Inside the D.I.B.E. content (content of the respective diving centre) the terms of conditions of the respective diving service provider will be shown. In the booking form the respective terms and conditions of the diving service provider and the overall fulfilment partner (Sport Dreams) are shown and can be seen, downloaded and printed by the partner as well as the customers. For bookings these terms and conditions are the terms and conditions form the contractual basis for the booking of diving services via D.I.B.E. These present terms and conditions shall at all time take precedence over possible additional terms and conditions announced in the partner’s website.

h. Cancelation / Changing booked scuba diving services: Possible expenses arising for cancelations or changing of bookings are shown and detailed in the D.I.B.E. terms and conditions of the overall fulfilment partner (Sport Dreams) and are binding for a booking to customers. Possible expenses arising for cancelations will be calculated against the customer. Cancelation will be handled free of charge for the partner. In the case of fake bookings arising via the partner, Sport Dreams reserves the right to take adequate measures in arrangement with the partner. For cancelled bookings Sport Dreams does not pay any commission.

i. Booking management: The booking management will be done via Sport Dreams and runs server controlled automated in real time. After a booking the server generates all necessary documents and sends them out as well to the diving centre and to the customer. The partner receives an email advising him of the result.

- The partner receives a server generated email in real time advising him of the booking generated via his website and also that the partner may request the commission via the partner’s login 7 weekdays after the end of the service period so long as no customer’s claim or cancellation agreement exists. Commission can be requested up to a total amount of 25 Euros.

- The partner also receives for his own accounting a commission advice (invoice) inside his login on approval, to print and to download as a PDF file.

- Sport Dreams undertakes the complete accounting and the complete booking fulfilment with the customer and the diving centre.

- If the customer gets into default with Sport Dreams, Sport Dreams will undertake the dunning procedure at its own discretion against the customer. Where the end user does not make timely payment to Sport Dreams, the booking will be cancelled per the cancellation terms which are shown in the D.I.B.E. booking form terms and conditions of the agency. Sport Dreams is not bound to enforce outstanding bills against a customer. For cancelled bookings Sport Dreams does not pay any commission.

j. Direct collection: In either case Sport Dreams take over the direct collection with the customer. The partner is authorized to carry out bookings for his customers. The partner is committed to enter the customer’s first name, name, the address, the phone number with area code and the eMail inside the booking form. The entry of the partners contact data inside the booking form is, without a previous written confirmation of Sport Dreams, prohibited and allows Sport Dreams the termination of the partner contract without notice. The partner is not committed to accept payments by the customer.

§ 2. Rights of use
a. D.I.B.E. online internet version: Sport Dreams grants the partner a license for the non exclusive right to use D.I.B.E. Diving Internet Booking Engine (Booking Engine for Diving Services) limited for the time of the contract, in the manner contractually agreed. The partner particularly is authorized to announce D.I.B.E. via his website that the partner website visitors (customers) have the possibility to book diving services online. The partner may book scuba diving services for his customers and for himself.

b. D.I.B.E. online and LOGIN (Administration Area): The partner gains access at any time to his online login to view, download, print and use all provided services inside his login in accordance with the contract.

c. Unlawful acts: Without the express permission of Sport Dreams the partner is not allowed to use D.I.B.E. data over and above the legal exceptions or the contractual uses agreed as for example:

- public disclosure of D.I.B.E. via other media other than his own website
- the extraction of all or part of the content, the duplication with any resource and in any form as for example downloading data records and saving them to disc or any recording medium, the forwarding of data records to third parties (insofar as it is not necessary for legal use);
- the suppression of the complete accessibility of individual data records as part of the booking process ,in the way that individual data records are replaced with other image- and text information, and supplemented with these or cause to be preferentially called up
- the systematic analysis of the data or the conditioning of the data for the search engine optimization;
- the duplication, distribution or public disclosure of single copyrighted images and / or text information.

d. Release of use:
The release of use of image and text information out of D.I.B.E. and out of the login can only be given by Sport Dreams as holder of the rights. For an inquiry Sport Dreams provides a contact form inside the login for the partner. The release of use only will be declared by Sport Dreams under following terms: The image and the text material of a diving centre may only be used in direct association with this diving centre and as direct advertisement for this diving centre and also in direct association with D.I.B.E. Text information may also be used under the same terms without changes. Any further use beyond this and/ or transfer of any data to third parties is not part of this release of use and is subject to a separated written agreement with Sport Dreams.

e. License violations: In the case of a violation of fixed contract license terms Sport Dreams has the right to assert a claim to liquidated damages amounting to 10.000 Euros against the partner. The partner is allowed to provide evidence that there was no damage or was considerably lower than the all-inclusive price. Sport Dreams is permitted to make a claim above the all-inclusive price. The authorization of Sport Dreams of a termination without notice and the deactivation of the partner will remain unaffected there from.

§ 3. Remuneration and payment
Depending on the license model chosen by the partner with costs the partner pays to Sport Dreams according to following price calculation (license free offered model without calculation):

a. a fixed license amount for the use of D.I.B.E. which will be calculated 6-monthly for the following term.

Sport Dreams issues and sends the first invoice for license binding models after registration, during the running process respectively by the 15th of the previous month for the next 6-monthly period due.

b. Page Impression (henceforth referred to as PI) will be calculated depending on the license model chosen by the partner by the 15th of the following month.

Basis for the online accounted PI calculation is the license model registered by the partner in its current online accounted version. Alterations and modifications are not fixed to a particular time. The partner is committed to keep himself constantly informed about the amount and the terms of payment of his license model.

c. Invoicing is only carried out via email as PDF file.

d. If the partner obtains more than 2.000.000 PI in one month Sport Dreams has a special right to cancel the contract by the end of the next month because of the high traffic costs. Both the contract partners in this case make an effort to find an economic solution for Sport Dreams. The evaluation of the PI will be done by Sport Dreams.

e. All prices are strictly net plus tax. The current European tax law will be adapted.
If the partner’s principal office is located in an EU- country (outside of Germany), he may complete the corresponding tax information inside his login, which will be taken into account up to the time of issuing an invoice. Subsequent alterations of an invoice are not accepted.

f. The partner himself is responsible for abiding by the current tax law. The partner himself is responsible for necessary declarations, licenses and permissions of his kind of work and as well for the payments of all taxes and financial contributions arising. The partner affirms with his online registration to abide by the conditions or to arrange respectively.

g. The partner authorizes Sport Dreams to collect the fees from the partner’s bank account when due, depending on the current license model registered by the partner, which was completed in the partner’s login (only possible via bank accounts in Germany). The bank account will be used which was completed in the login of the partner. If the partner has named a bank account outside of Germany invoicing will be done via email as PDF file. All bank and transfer costs which may arise for the money transfer from a bank account outside Germany are at the partner’s expense.

§ 4. Failure of Services
a. In the case of deficiencies or failures of the D.I.B.E. system the partner is committed to report these directly to Sport Dreams. A form for the failure is provided inside the partner’s login. Failures have to be described as detailed as possible to allow a check.

b. In the event of defect or warranty of the partner against Sport Dreams the prior terms remain unaffected.

c. Sport Dreams is liable in cases of intention or gross fault under the legal terms. Apart from that Sport Dreams is only liable according to product liability law for injuries of life, of body or health or culpable violation of fundamental contractual obligations. The claim for damages for the violation of fundamental contractual obligations to the contract, however, is limited to foreseeable damages. The liability of Sport Dreams is also limited in cases of culpable negligence in sight of the contract typical foreseeable damage, if none of the in sentence 2 of this paragraph listed exceptional case existences. Sport Dreams is liable in the same extent of a claim also for a representative or an auxiliary person.

d. The contractual arrangement of the prior paragraph extends on compensation among of the services and compensation instead of services, equal of the legal ground, particularly because of interferences of responsibilities out of the contractual obligations or because of tortuous acts. They are also accepted for the claim for compensation of vain expenditures.

e. As clarification both parties maintain:

D.I.B.E. will be available as far as possible continuously (24 hours / 7 days a week) via Sport Dreams, although a temporary non–availability for maintenance could be possible. Such times of non-availability or failures in the net of net providers are unrepresented by Sport Dreams.

Likewise Sport Dreams does not accept liability for data damage, which is not based on a default or default of an auxiliary person. Sport Dreams accords in constant intervals updates of the current Sport Dreams Data pool and in the event of failures to rebuild the data pool in the best way.

§ 5. Contract Duration
a. Partner contract without monthly license fees
The contract may be cancelled by both parties at any time without giving reasons. A corresponding, exchange of information / confirmation is sufficient.

b. Partner contract with monthly license fees
The minimum contract duration with monthly fees is 12 months. After this a period of 12 months notice can be given of to the end of the year. Irrespective of this for the termination of the contract for important reason statutory regulations remain

§ 6. Final clause
a. Exclusive area of jurisdiction is Germany / Fuerth / Bavaria or another legal area of jurisdiction at the option of Sport Dreams Infotainment GmbH, as far as the partner is a salesman in the sense of the Code of commercial law or a corporation of the public law.

b. If individual regulations of the contract should be totally or partly ineffective or become so, then the validity of the remaining regulations is thereby not affected.

c. A totally or partly ineffective regulation is to be replaced by a regulation, whose commercial result comes as close as possible to the ineffective one.

d. If the partner dos not have a legal area of jurisdiction in Germany or is a salesman so far the area of jurisdiction of Sport Dreams is the exclusively area of jurisdiction. Sport Dreams also may sue the partner at his general area of jurisdiction.