Web Portal Agreement

You and Prime Ride, Inc., ("The Company") agree that:

1. The Company will pay you a percentage of the revenue (the "Commissions") generated by sales resulting from this new cooperative site. The transactional Commissions will be paid for the ground transportation service reserved through the company web portal.

2. Payment cycle will be every month.

3. Per the terms of the Payment Cycle defined above, all commission, when earned, will be sent to you monthly. You must maintain a bank account with a US bank in order to receive payments.

4. The Company will keep an account of all transactions subject to this agreement. The Company will provide you with a monthly statement listing the transactions, the services rendered, and a report stating your net portion of the agreed-upon proceeds. The Company will retain all records for a period of one (1) year following the date of each order subject to this Agreement providing, however, that you are not a direct competitor of the Company. You have the right to audit such accounts at your expense up to two (2) times during the term of this agreement.

5. You agree that you will not use Company information obtained from the Prime Ride website for chain letters, junk mail, "spamming," solicitations (commercial or non-commercial) or bulk communications of any kind, including, but not limited to distribution lists to any person who has not given specific permission to be included in such a list. Notwithstanding the foregoing, you may market products and services to its customers who have purchased travel through the Prime Ride website via e-mail, provided, however, the customer has the ability to unsubscribe to such solicitations and cease to be a recipient of such e-mails.
If you are in violation of this Section 5, the Company reserves the right to immediately terminate this Agreement without notice.

6. Prime Ride reserves the right to refuse you with any site including, but not limited to: any site that displays pornography, sexually explicit images, promotes violence, illegal activities or promotes or incorporates any materials which infringe or assist others to infringe the intellectual property rights of others, contains content of a racist or discriminatory nature or makes threatening, libelous or derogatory statements about or toward a private or public person/organization.

7. You are aware of and accepts the terms of The Company's Privacy Policy.

8. Neither party shall create, publish, distribute, or permit any written material which makes reference to the other party without first submitting to the other party such material and receiving prior written consent from the non-submitting party. This shall not to be unreasonably withheld or delayed. Neither party will make announcements or statements to the public or any third party concerning the relationship between the parties, or the transaction described in this agreement, without the prior written consent from the other party. This shall not be unreasonably withheld or delayed.

9. If you are an employee or agent of a competitor or company you are not eligible to enroll in this program and are not eligible to receive commissions under the terms of this Agreement.

10. Each party owns and retains all rights, title and interest in its names, logos, trademarks, service marks, copyrights, patents, proprietary features, and proprietary technology. Neither party shall copy, distribute, reproduce, or use the above proprietary items except as expressly permitted under this agreement.

11. This agreement sets forth the entire understanding between the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this agreement. This agreement may be modified only in a written agreement signed by both parties.

12. You and the Company agree that the parties hereto are independent contractors for all purposes, and you will be responsible for its own withholding taxes, F.I.C.A., workmen's compensation and all other matters related to work. Nothing in this Agreement, will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party will have the authority to make or accept offers or representations on the other party’s behalf. Neither party will make any statement, whether on such party’s site or otherwise, that reasonably would contradict anything in this section.

13. In no event shall either party be liable for any claim, loss or damages caused by (or alleged to be caused by) information supplied by the other party. Each party makes no warranty (expressed or implied) as to the quality, completeness or fitness for any purpose of any information it supplies. you shall indemnify and hold the Company harmless from and against all claims, costs, liabilities, judgments, expenses or damages (including reasonable attorney fees) in connection with any cause of action brought against the Company by any third party arising out of or relating to your content on its website, the co-branded pages,
any and all information produced by you, and any and all online commerce activities. Similarly, the Company shall indemnify and hold the you harmless from and against all claims, costs, liabilities, judgments, expenses or damages (including reasonable attorney fees) in connection with any cause of action brought against you by any third party arising out of or relating to the Company's content on the co-branded pages and online commerce activities.

14. Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the Commonwealth of Virginia, USA.

15. Assignability. This agreement shall not be assignable, except by operation of law, by either party, without the prior written consent of the other party, and any purported assignment by either party without the prior written consent of the other party shall be void.