Whereas, KLICK DISCOVER promotes and provides marketing services for accommodations, tours, excursions, events, ground transportation, restaurants, and dining, and other travel and recreational services related to and all recreational & tourist activities across all its digital channels to serve the men and women in the U.S. military, and their families, throughout their time in uniform in support for travel and recreation on Guam. Nautech Guam Corporation dba; Klick Discover is a proud partner of USO Guam.

Whereas, KLICK DISCOVER is in the business of accepting reservations subscriptions, advertising, and promotions for hotels accommodations, attractions, activities, transportation, retail shops and restaurants in Guam; and,

Now, therefore, in consideration of the mutual promises and the covenants herein contained, the parties hereto agree as follows.

1.KLICK DISCOVER shall receive a certain percentage/amount of the price, as listed on the current tariff furnished by the Supplier (hereinafter referred to as “System Usage Fee”), for any bookings made through KLICK DISCOVER and/or by a representative of KLICK DISCOVER. A portion of the proceeds shall be donated to the USO to continue its mission.

      A. System Usage Fee: current system usage fee is 10% of gross sales, excluding any taxes or other government fees collected on behalf of the local government.

2. For net rate structured Supplier Agreements, the Supplier will furnish KLICK DISCOVER with a net rate price tariff in which KLICK DISCOVER may add their profit portion to the rates provided as commission prior to advertising the rate. Any price changes to the net rates must be provided at least 10 days in advance. KLICK DISCOVER will advertise new prices for the Supplier after price changes have been received by KLICK DISCOVER and confirmed by the Supplier.

3. Restaurants are excluded from the System Usage Fee and fees will be based on the Restaurant Tier program. Please see "Restaurant Upgrade" for more information.

4. Supplier agrees to provide factually accurate information to KLICK DISCOVER regarding the details of all of the Supplier’s products and services. Supplier represents and warrants that all information provided by Supplier is accurate.

5. KLICK DISCOVER retains the right to remove any information from any of its websites that it reasonably believes to be inaccurate. Further, KLICK DISCOVER may make changes in the descriptions and activity titles to enhance the clarity and presentation of the Activity Provider’s products or services.

7. As Klick Discover’s clientele reside globally, Supplier hereby grants KLICK DISCOVER a non-exclusive, royalty-free, sub-licensable, worldwide right and license to display, distribute, and utilize or otherwise permit usage of Tools provided to KLICK DISCOVER to promote and sell Supplier’s products and services during this agreement.

8. The supplier will provide the identified service or product upon presentation of the official e-ticket (confirmation voucher) issued by KLICK DISCOVER.

9. KLICK DISCOVER will compute the total amount of fees for products or services booked through KLICK DISCOVER for each month based on KLICK DISCOVER’s records reserved through the system and rendered by the Supplier to the clients.

10. In an event that the client cancels a reservation or a no-show or makes any changes to a reservation without using the system, the Supplier shall record such cancellation, no-show, or change on the system in the manner prescribed by KLICK DISCOVER, by the 15^th day of the following month following the month in which the client was expected to patronize based on such reservation.

11. Agreements in which KLICK DISCOVER agrees to collect all monies on behalf of the Supplier. KLICK DISCOVER shall pay the Supplier on invoiced amounts equal to all sums collected minus the System Usage Fee. KLICK DISCOVER may use accounting firms or other agents to perform its obligations under this section.

12. Agreements in which the Supplier agrees to collect all monies for the service or product booked and sold, the Supplier will disperse to KLICK DISCOVER for all monies collected by the Supplier, minus their portion as the System Usage Fee to KLICK DISCOVER.

13. All Invoices will be paid no later than 15 days after receipt of the invoice.

14. Each party hereto will be solely responsible for the payment of any and all taxes with respect to its income and the operation of its business. If for any reason the Government of Guam or any other taxing authority should assess, or attempt to assess, KLICK DISCOVER for any taxes with respect to the Supplier’s Fees, any funds collected by KLICK DISCOVER, or any other income of the Supplier, the Supplier immediately shall indemnify, defend, and hold harmless KLICK DISCOVER with respect to any such tax liability.

16. Supplier shall publicly disclose any other related incidents when it is in the public interest to do so, as when mandated by police authorities.

Supplier shall ensure thorough preparation of Supplier staff to act appropriately in cases of incidents.

18. Excluding tools, all intellectual property created or purchased by or on behalf of KLICK DISCOVER prior to or during this agreement are and shall always remain the exclusive property of KLICK DISCOVER (or its licensors as applicable) and nothing in this Agreement shall confer any rights of ownership in such items to Supplier.

20. Supplier hereby agrees to defend, indemnify and hold KLICK DISCOVER, its officers, directors, employees, and agents, harmless from and against any and all claims, demands, actions, and proceedings made or brought by any party for any and all relief, including costs, expenses, losses or damages, arising out of or caused by Activity Provider's performance or non-performance of any of the terms, covenants, and conditions herein regarding the services and products provided by Supplier, and will also reimburse KLICK DISCOVER for any attorneys' fees and other costs incurred by KLICK DISCOVER in connection with the proceedings, action and the prosecution and/or defense of any such claims or demands.

21. KLICK DISCOVER shall not be liable for any indirect, special, incidental, or consequential losses or damages of any kind under this agreement, including, without limitation, losses or damages for anticipated profits, goodwill, reputation, business receipts, interruption of business or contracts, or losses, damages or expenses resulting from third party claims, irrespective of whether KLICK DISCOVER has advance notice of the possibility of such losses or damages.

22. The Supplier shall not knowingly violate any Anti-Terrorism Laws or engage in, nor have conspired to engage in, any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. Anti-Terrorism Laws refer to but are not limited to:

a. conducting any business or engaging in making or receiving any contributions of funds, goods, or services to or for the benefit of any Blocked Person, or

dealing in, or otherwise engaging in any transaction relating to any property or interests in property blocked pursuant to Executive Order No. 13224 of the United States.

23. Supplier may not assign, consign, transfer, or sub-license, in whole or in part any duties or obligations under this Agreement without the prior written consent of KLICK DISCOVER. Such consent shall be given or withheld at the sole and absolute discretion of KLICK DISCOVER.

(b)  The waiver by either party of any breach by the other party of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition hereof.

(c)  This Agreement shall be governed by the laws of Guam.  This Agreement is the entire agreement and supersedes any other prior oral or written contract or agreement between the parties regarding its subject matter and may be amended only by a written agreement signed by both parties.  This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.

(d)  This Agreement shall not create any partnership or joint venture between the parties.  The legal relationship between KLICK DISCOVER and the Operator shall be that of principal and independent contractor, as applicable; provided, however, that KLICK DISCOVER shall be deemed only a special agent of the Supplier with respect to the collection, maintenance, or disbursement of the Supplier's Fees, or any other income or funds of the Supplier, for the express and limited purposes provided in this Agreement.

(e)  In the event of any action to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to an award of its attorneys' fees and costs incurred with respect thereto.

(f)  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.