HTH Worldwide

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Meet a growing market's needs with HTH's highly competitive products, marketing services, attractive commissions and incentive programs.
To get started, please review and accept the terms of the mPassport^SM Distribution agreement below. Once you sign up, you can begin offering subscriptions to mPassport^SM. Commissions will be paid monthly. Your commission check will be sent directly to the address provided below the month following the transaction
HTH agrees to pay a commission of 25% of gross fees collected.
mPassport^SM Distribution Agreement

		
This mPassport Distribution Agreement ("Agreement"), effective as of the date this Agreement is executed by the DISTRIBUTOR (the "Effective Date), is entered into by and between Highway to Health, Inc. d/b/a HTH Worldwide, a Delaware corporation having its principal place of business at 100 Matsonford Road, Building #1, Suite 100, Radnor, PA 19087, and together with it's affiliates and subsidiaries (collectively "HTH") and DISTRIBUTOR.

RECITALS

WHEREAS, DISTRIBUTOR owns and operates a website for the electronic distribution of air, ground transportation, lodging and other travel products and services, located at ("DISTRIBUTOR's Website); 

WHEREAS, HTH has developed a product offering which contains a suite of information and services accessible online and through wireless devices (the product is referred to as "mPassportSM") and distributes access to mPassportSM through the mPassportSM Website which allows individuals to purchase subscriptions to mPassportSM through a link from DISTRIBUTOR's Website to the mPassportSM Website; and

WHEREAS, DISTRIBUTOR desires to provide users of the DISTRIBUTOR Website to have access through a link from DISTRIBUTOR's Website to the mPassportSM Website to purchase subscriptions to mPassportSM and HTH desires to provide DISTRIBUTOR with such access in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the covenants, mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

DEFINITIONS

1.1 The following terms will have the meanings indicated when used in this Agreement:
"Agreement" shall mean this mPassportSM Distribution Agreement.

"Purchase" means each individual subscription for mPassportSM purchased by a User.
" mPassportSM Content" means all product information and other related information available on the mPassportSM Website.

" mPassportSM Marks" means the trademarks, service marks and logos owned by HTH.

" mPassportSM Website" means the Website currently located at the URL: https://www.mpassport.com and any successor Website thereto, which is owned, controlled and hosted by HTH.

"User" means any person authorized to use DISTRIBUTOR's Website who accesses the mPassportSM Website through DISTRIBUTOR's Website.

ARTICLE 2

ACCESS TO MPASSPORTSM

2.1 HTH will provide DISTRIBUTOR with a link from the DISTRIBUTOR Website to the mPassportSM Website through which Users can link to the mPassportSM Website and purchase subscriptions to mPassportSM. All such purchases shall be tracked with a unique identifier particular to DISTRIBUTOR.

2.2 The mPassportSM Website will, among other things:
(a) provide Users with a description of the mPassportSM product offering; and
(b) enable online purchases of mPassportSM by Users which shall be tracked and tagged with a unique identifier to DISTRIBUTOR. HTH will maintain complete and accurate records of all purchases by Users and shall provide DISTRIBUTOR with monthly reports which shall track such purchase activity and commission payments.

2.3 HTH retains the right, in its sole discretion, to modify or alter the operation of mPassportSM Website at any time it deems such modifications or alterations to be desirable.

ARTICLE 3

DISTRIBUTOR RESPONSIBILITIES

3.1 DISTRIBUTOR agrees to maintain the link from DISTRIBUTOR's Website to the mPassportSM Website throughout the term of this Agreement.

3.2 DISTRIBUTOR agrees to use its reasonable and good faith efforts to promote and market the mPassportSM product offering to Users on the DISTRIBUTOR's Website.

3.3 DISTRIBUTOR agrees and acknowledges that HTH owns and retains all rights, title and interest in all mPassportSM Content and mPassportSM Marks.

ARTICLE 4

COMPENSATION

4.1 HTH agrees to pay DISTRIBUTOR a commission of 25% of gross fees collected from the purchases of mPassportSM from Users. Commission payments shall be made on a monthly basis, in arrears.

ARTICLE 5

LIMITATION OF LIABILITY

EACH PARTY WAIVES ALL LIABILITY IN TORT AS TO THE OTHER PARTY ARISING FROM SUCH OTHER PARTY'S OWN NEGLIGENCE. THE AGGREGATE LIABILITY OF EACH PARTY HERETO, TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT, WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY HTH TO DISTRIBUTOR HEREUNDER. NEITHER PARTY WILL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE OR SAVINGS, OR THE LOSS OF USE OF ANY DATA, EVEN IF IT HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF.

ARTICLE 6

GENERAL TERMS AND CONDITIONS

6.1 Neither party may assign this Agreement or its rights under this Agreement without the prior written consent of the other party, which will not be unreasonably withheld or delayed: provided however either party may assign this Agreement without consent to a successor in interest of subsequently all of the business to which this Agreement relates. Any attempt to make such an assignment without such consent will be void.

6.2 The rights and obligations of the parties under this Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding any conflicts of law provisions thereof. The parties hereby irrevocably agree to submit to the jurisdiction of the state or federal courts located in Philadelphia, Pennsylvania.

6.3 DISTRIBUTOR and HTH acknowledge that this Agreement is the complete and exclusive statement of the mutual understanding of the parties regarding the subject matter herein and that it supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement and will be modified only by a written agreement duly executed by persons authorized to execute agreements on their behalf. 

6.4 If a court of competent jurisdiction finds any part of this Agreement invalid or unenforceable, that part will be severable from the remainder of this Agreement and will not cause the invalidity or unenforceability of the remaining parts of this Agreement.

6.5 All notices and other communications required or permitted to be given under this Agreement will be given in writing by hand delivery, by prepaid U.S. certified mail with return receipt requested, by facsimile (with confirmation of receipt) or by any nationally recognized overnight delivery service to the address below, or at such other address as such party may designate by notice to the other party.

If to DISTRIBUTOR: To the name and address set forth in the electronic sign up.

If to HTH: 

HTH Worldwide
100 Matsonford Road, Building #1, Suite 100
Radnor, PA 19087
Fax Number: 610.254.8761
Attention: General Counsel

6.6 Nothing in this Agreement will be construed to constitute either party as the agent, employee or representative of the other party and no joint venture or partnership will be created hereby. Neither party will make or have the power or authority to act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever.

6.7 DISTRIBUTOR and HTH agree that a failure or delay in exercising any right, power, or privilege under this Agreement on the part of either party will not operate as a waiver of any other right, power, or privilege under this Agreement.

6.8 The parties will cooperate, to the extent requested, in preparing all press releases and media announcements regarding this Agreement.

6.9 The captions to articles of this Agreement are for convenience of reference only and do not in any way limit or amplify the terms or conditions hereof.

6.10 All Exhibits attached or to be attached to this Agreement are incorporated into this Agreement as fully as if stated within the body of this Agreement.

6.11 This Agreement may be executed by facsimile signature and in two or more counterparts, all of which taken together will constitute one and the same agreement.

IN WITNESS WHEREOF the party which accepts the terms of this Agreement electronically is an authorized representative of the party hereto and has accepted the terms of this Agreement as of the Effective Date.
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