To be an authorized associate of www.vegas-passport.com, you agree to abide by the terms and conditions contained in this agreement.

To become and remain an Affiliate entitled to sell Vegas Passport, LLC services to others, you (the “Affiliate”) must agree to abide by the terms and conditions of this agreement (the “Agreement”) between you and Vegas Passport, LLC.
You must also complete the registration process with Vegas Passport, LLC, and be assigned an Affiliate Code by Vegas Passport, LLC. Vegas Passport, LLC may accept or reject you as an Affiliate at its sole discretion. By checking the “I AGREE” box, the Affiliate accepts and agrees to be bound by all of the provisions of this Agreement.
In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1 Definitions
In this Agreement, the following expressions have the following meanings:
(a) “End-User” means a party that is using Vegas Passport, LLC for their own use.
(b) “Vegas Passport, LLC” means the services provided by Vegas Passport, LLC via its web site, www.Vegas-Passport.com, for sale to End Users.
(c) “Affiliate Code” means a unique identifying code number assigned to each affiliate by Vegas Passport, LLC.

2 Appointment
Vegas Passport, LLC grants to the Affiliate a non-transferable, non-exclusive right to sell the Vegas Passport products to End-Users on the terms contained herein. Affiliate may sell the Vegas Passport products only to End-Users for such End-Users’ own use, and not for subsequent resale or use in any other manner. The Affiliate sells the Vegas Passport products by posting a link on its web site as described herein, or by offering printed material containing a Vegas Passport, LLC provided Affiliate Code.

3 Intellectual Property
The Vegas Passport, LLC, web site, and other material are protected by copyright, trade-mark and patent laws, international copyright and patent treaties, as well as other intellectual property laws and treaties. All patents, copyrights, trademarks, trade secrets, source code, Internet domain, and other intellectual and intangible property rights relating to the Vegas Passport, LLC or the business of Vegas Passport, LLC in general, including all registrations and applications therefore are the sole and exclusive property of Vegas Passport, LLC. If the Affiliate makes any unauthorized use of any intellectual property or rights that belong to Vegas Passport, LLC it may result in irreparable harm, lost sales or goodwill, or a negative image to Vegas Passport, LLC or its products which cannot be adequately compensated for by damages. Vegas Passport, LLC shall be entitled to injunctive relief to the extent that such damage is caused by the Affiliate or those for whom in law it is responsible. The Affiliate may use Vegas Passport, LLC trademarks, graphics or other advertising material provided by Vegas Passport, LLC in connection with the Vegas Passport, LLC, but only after prior written approval of Vegas Passport, LLC for each use and only in accordance with Vegas Passport, LLC’s guidelines as revised from time to time.

4 Prices and Payment
(a) Vegas Passport, LLC sells the Vegas Passport, LLC directly to its End-Users. Vegas Passport, LLC may change its pricing at any time at its discretion.
(b) Vegas Passport, LLC will pay the Affiliate commissions once a calendar month, provided that Affiliate’s accumulated earnings exceed the minimum payout amount as posted at the Vegas Passport, LLC web site Any unpaid commissions will be rolled over. Commission rates are posted on Vegas Passport, LLC’s web site and may be changed from time to time. Commissions are paid on activities including, but not limited to, each sale to an End-User that was brought to Vegas Passport, LLC using the Affiliate’s Affiliate Code. Commission is payable to the affiliate associated with the most recent Affiliate Code used by the End-User. For clarity, if an End-User enters an Affiliate Code, the affiliate related to that code will be credited with the sale, even if the End-User comes to Vegas Passport, LLC via a link from a different affiliate. If a refund must be made to an End-User for any reason, no commission is payable on such amount.

5 Obligations of the Affiliate
(a) Affiliate will:
(i) include appropriate links, graphics and advertising for the Vegas Passport products as provided by Vegas Passport, LLC on its web site or on printed material;
(ii) be responsible for all costs resulting from any activity it initiates relating to the marketing of the Vegas Passport products and their receipt of commissions; and,
(iii) take all reasonable steps necessary to protect the Intellectual Property of Vegas Passport products in the Vegas Passport, LLC, including, without limitation, by not deleting any copyright or trademark notices contained in material provided by Vegas Passport, LLC, and by following all instructions provided by Vegas Passport, LLC from time to time regarding the Affiliate’s use of such material.
(b) Affiliate will not:
(i) place any links, graphics or advertising for the Vegas Passport products on any web site or printed material which Vegas Passport, LLC has not approved in writing in its sole discretion;
(ii) promote or contain on its web site or related web sites or printed material any content or be associated with any activity that Vegas Passport, LLC determines in its sole discretion is inconsistent with the Vegas Passport, LLC brand, including, but not limited to anything: sexually explicit, pornographic, violent, discriminatory (based on race, sex, religion, nationality, disability, sexual orientation, age or otherwise), illegal, that violates intellectual property rights; or that offers gambling or the sale of medication, email lists, bulk email tools, replica or fake goods, multi-level marketing schemes, pyramid schemes, custom academic documents (including pre-written term papers, dissertations, thesis or other academic documents); or (unless the Affiliate is licensed to offer same) stock tips, investment advice or mortgages;
(iii) use its web site or related sites or any other entity to send spam or unsolicited commercial email, whether related to the Vegas Passport, LLC or otherwise;
(iv) use any material to promote the Vegas Passport products not supplied by or approved in writing by Vegas Passport, LLC, or make any representations about the Vegas Passport, LLC inconsistent with those found on the Vegas Passport, LLC web site;
(v) place any links, graphics or advertising for the Vegas Passport products in any automatically opened new browser windows (popups or popunders);
(vi) use or sell the Vegas Passport products except as authorized herein;
(vii) misrepresent its identity or contact information to Vegas Passport, LLC or others; or
(viii) assign, sublicense, pledge, sell, rent or otherwise transfer of share its rights under this Agreement, with the exception that it may assign this Agreement to another entity purchasing the Affiliate, provided that Vegas Passport, LLC is notified, and such entity explicitly agrees to be bound by this Agreement.

6 Term and Termination
This Agreement is for a term of one year from the date the Affiliate Code is first granted, and will continue thereafter on a monthly basis, provided that either party may terminate at any time (after the end of the initial one-year term) for any reason on 30 days prior notice. Vegas Passport, LLC may immediately terminate this Agreement without notice upon the occurrence of any of the following events:
(a) Affiliate fails to comply with any portion of this Agreement;
(b) Affiliate (except as provided in section 5(b)(vii) attempts to assign, sub-license, or otherwise transfer any of its rights under this Agreement without the written consent of Vegas Passport, LLC;
(c) Affiliate files an assignment in bankruptcy or is or becomes bankrupt and/or insolvent, upon the appointment of a receiver for all or substantially all of the property or assets of the Affiliate; upon the making of any assignment or attempted assignment for the benefit of creditors; or on the institution by Affiliate of any act or proceeding for the winding up of its business.

7 Effect of Termination
Upon termination of this Agreement:
(a) Affiliate will cease all activity related to the promotion, marketing, or distribution of the Vegas Passport, LLC, and including without limitation will remove, and cease to use or distribute anything containing links graphics, advertising or other material referring to Vegas Passport, LLC or the Vegas Passport, LLC.
(b) If terminated by Vegas Passport, LLC in accordance with sections 6(a), (b), or (c), Vegas Passport, LLC is not required to pay any unpaid commissions.

8 Indemnity
The Affiliate will indemnify Vegas Passport, LLC for any loss, injury or damages Vegas Passport, LLC may suffer to the extent they are contributed to or caused by the Affiliate’s failure to comply with any portion of this Agreement. Without limiting the generality of the foregoing, for any violation of section 5(b), the Affiliate will pay to Vegas Passport, LLC on demand a sum equal to five times the commissions paid to the Affiliate by Vegas Passport, LLC during the previous 12 months, as a genuine pre-estimate of damages, and not a penalty.

9 Limited Warranty
The entire risk arising out of use or performance of the Vegas Passport, LLC is with the End-User, as is more particularly described in Vegas Passport, LLC’s agreement with the End-User. The entire risk arising out of this Agreement is with the Affiliate. Vegas Passport, LLC and its suppliers or distributors make no warranties or conditions, express or implied, and exclude and disclaim any and all implied warranties or conditions including, without limitation, those of merchantability or fitness for a particular purpose. In no event will Vegas Passport, LLC or its suppliers or distributors be liable to the Affiliate for any direct, indirect, special, punitive or consequential damages (including but not limited to damages for loss of business, profits, business interruption and the like), or any other damages arising in any way (even if advised of the possibility of such damages and regardless of the form of action whether in contract, tort, negligence, strict liability, operation of law or otherwise) for any reason whatsoever. In all circumstances, the maximum amount that Vegas Passport, LLC or its suppliers or distributors may be held liable for, for any reason whatsoever is the commissions paid by Vegas Passport, LLC for the 3 month period preceding the month in which the cause of action arose.
The parties acknowledge that Vegas Passport, LLC has set its prices and entered into this Agreement in reliance on the limitations of liability and disclaimers of warranties and damages set forth herein, and that the same form a fundamental and essential basis of the bargain between the parties. They shall apply even if this Agreement is found to have failed in its fundamental or essential purpose or been fundamentally breached.

10 Interpretation
Each paragraph and provision of this Agreement is severable, and if one or more paragraphs or provisions are declared invalid, the remaining provisions of this Agreement will remain in full force and effect. Time shall be of the essence in this Agreement.

11 Waiver
Waiver of any default or breach of this Agreement shall not be construed as a waiver of either a subsequent or continuing default. Termination of this Agreement shall not affect a partys liability by reason of any act, default, or occurrence prior to such termination, nor shall it preclude the non-defaulting party from exercising or pursuing any other right or remedy as may be available to it at law or in equity, including a suit for damages or specific performance.

12 Prior Agreement
This Agreement contains the complete and exclusive statement of the Agreement between the parties and supersedes all prior and contemporaneous agreements, purchase orders, understandings, proposals, negotiations, representations or warranties of any kind whether written or oral. No oral or written representation that is not expressly contained in this Agreement is binding on either party. This Agreement cannot be amended or modified, other than by a change made in writing, dated and executed by the parties.

13 Governing Law
This Agreement shall be interpreted in accordance with and governed by the laws of the State of Nevada, USA, excluding conflicts of laws provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby submit to the non-exclusive jurisdiction of the courts of Nevada, and the Federal Court of America. Any actions against Vegas Passport, LLC must be commenced in the courts of Nevada or the Federal Court of America.

14 Notice
All required notices, or notices which may be provided in accordance with this Agreement, shall be in writing and shall be duly provided for if the notice is remitted to its addressee by courier, mail, or e-mail, to the address below:

Vegas-Passport, LLC
3070 W. Post Rd.
Las Vegas, NV 89118
www.vegas-passport.com
info@vegas-passport.com

For the Affiliate: to the address provided on entering into this Agreement
or such other address as the party which is to receive the notice indicates to the party providing the notice, in the manner provided for in this section. Every notice delivered in the manner provided for herein shall be deemed to have been received: when delivered or by e-mail the first business day after the date received; or the fifth business day (10 business days if the Affiliate is from outside North America) following the date of mailing, if sent by mail.