This Service Agreement (hereinafter referred to as "Agreement") is between Toyotrip Private Limited, a company incorporated under the Companies Act, 1956, having its Registered Office at 1106 Akashdeep Building, 26A Barakhamba Road, New Delhi 110001, and the "Agent" subscribing electronically to this service with his/its details captured separately. (Toyo Trip Pvt. Ltd. and the Agent are hereinafter individually called "Party" and collectively, "the Parties'') WHEREAS

1. Toyo Trip Pvt. Ltd.is the owner of the Website www.toyotriponline.com (hereinafter referred to as "the Website"), and engaged in the business of providing ticketing, hotel bookings, travel insurance, car rentals, tours, packages and other travel and hospitality goods and services to travel agents.

2. The Agent is engaged in the business of providing travel services to its customers including ticketing, hotel bookings, tours, packages, and other alike services intends to avail the various facilities offered by Toyo Trip Pvt. Ltd. through the Website for carrying out its business.

Toyotrip Private Limited and “the Parties” agrees to following terms and conditions:

1. Obligations of the Parties 1.1 Obligations of the Agent: 1.1.1 Toyo Trip Pvt. Ltd. grants to the Agent a limited, non-transferable right to use t the Agent shall use www.toyotriponline.com to make legitimate reservations or purchases and shall not use the Website for any other purposes, including without limitation, to make any speculative, false or fraudulent reservation or any reservation in anticipation of demand. 1.1.2 The Agent agrees that the Website and the content provided on the Website, including the text, graphics, button icons, audio and video clips, digital downloads, data compilations and software, may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed without the prior written permission of Toyo Trip Pvt. Ltd., and/or its third party providers and distributors. 1.1.3 The Agent shall be solely responsible for maintaining the confidentiality of its password and account information. The Agent may not authorize any third parties to use the services on its behalf and shall be responsible for all actual or purported use by the Agent. Also, an agent shall/may not divulge, sublicense, transfer, sell or assign its password and account information under any circumstances. Agent shall be fully liable for all use of its account, including any unauthorized use of its account by any third- party. 1.1.4 Agents may from time to time, make bookings by, either sending an offline request for ticketing through email/phone/sub logins to Toyo Trip Pvt. Ltd., that shall be reflected/uploaded on to the Website and it is agreed that the Agent shall be fully liable for payments for the ticketing booked through these non-core/offline methods as well. 1.1.5 The Agent shall inform Toyo Trip Pvt. Ltd. immediately by telephone and additionally confirm in writing any matters coming to its knowledge which indicate a suspected problem (including incorrect pricing) with or misuse of the Toyo Trip Pvt. Ltd. automated electronic booking system by any person. 1.1.6 Agent shall be responsible for dispatch of the tickets, vouchers, etc. directly to its customers and fulfill the obligatory requirements to its customers, shall provide relevant documents as required under the applicable statutory and governmental regulations. Any improper travel documentation, the issuing agent will be responsible to bear the deportation, or any charges/penalties imposed by law. Toyo Trip Pvt. Ltd. shall not be responsible for any liability of Agents whatsoever. 1.1.7 Agent and/or its Partner shall have no authority to bind Toyo Trip Pvt. Ltd. to any third party commitments of any nature and Agent shall not hold out as an authorized representative of Toyo Trip Pvt. Ltd. in any manner whatsoever to any third party. 1.2 Obligations of Toyo Trip Pvt. Ltd. 1.2.1 Toyo Trip Pvt. Ltd. and its affiliates undertake not to disclose or divulge the Agent's personal information to any third party. 1.2.2 Toyo Trip Pvt. Ltd. shall use all reasonable endeavors to check the accuracy of the Information published on Website. 1.2.3 Toyo Trip Pvt. Ltd. shall provide a login and password to Agent, which will allow the Agent a limited access to the Website. The access to the website is limited in nature, and Toyo Trip Pvt. Ltd. will not provide any payment gateways to the Agent and the Agent shall collect payments directly from its own customers. 2. Terms of Payment. 2.1 The fees and payment for Toyo Trip Pvt. Ltd. Services shall be as specified in Schedule "A" for advance-agents. The Agent shall also make payment of voiding and refund charges, as per fare rules(published in www.toyotriponline.com ) & at the rate determined by Toyo Trip Pvt. Ltd. plus penalty if any charged by the concerned airlines {i.e. no show, advance purchase violation, class abuse, GDS ( Global Distribution system) inventory misuse, churn booking, ticketing time limit etc.}. 2.2 The refund credit will be given back to the Agent after receipt thereof by Toyo Trip Pvt. Ltd. from the Airline/Hotel/Supplier/Vendor. 2.3 In case Non-payment/delayed payment will be considered as the breach of the obligations of the Agent and shall further attract a late payment interest at the rate of 18% per annum. 3. Taxes. Toyo Trip Pvt. Ltd. shall be entitled to deduct tax from all commissions/ incentives payable to the Agent and applicable TDS certificate(s) will be issued in accordance with applicable legal provisions. 4. Representations and Warranties. 4.1 Toyo Trip Pvt. Ltd. does not warrant nor makes any representations regarding the accuracy or completeness of any data or information contained on the Website. Toyo Trip Pvt. Ltd. disclaims any liability, responsibility or any other claim, whatsoever, in respect of any loss, whether direct or consequential, to any person, arising out of or from the use of the information contained in the Website. 4.2 Although Toyo Trip Pvt. Ltd. makes every effort to ensure that the description and content on each page of the Website is correct, it does not, however, take responsibility for any changes occurred due to human, data entry errors or for any loss or damages suffered by any person due to any information contained herein. Also, Toyo Trip Pvt. Ltd. does not own or operate airlines and other suppliers and cannot therefore control or prevent changes in the published descriptions. 4.3 The Agent represents and warrants that: It has full power and authority to enter into this Agreement as at the date of execution of this Agreement and there are no current, pending or threatened actions or proceedings before any court, arbitrator, administrative tribunal or government authority which might adversely affect its business ability to perform obligations under this Agreement. 5. Indemnity. 5.1 The Agent agrees and undertakes to protect, defend, indemnify and hold harmless Toyo Trip Pvt. Ltd., its employees, officers, directors, agents or representatives from and against any and all liabilities, damages, fines, penalties and costs (including reasonable legal fees and disbursements in connection therewith and interest chargeable thereon) arising from or relating to: 5.1.1 Any breach of any statute, regulation, direction, orders or standards from any governmental body, agency, or regulator; 5.1.2 Any breach of the terms and conditions in this Agreement by the Agent or its employees, officers, directors, agents or representatives; 5.1.3 Any claim of any infringement of any intellectual property right or any other right of any third party or of law. 5.1.4 Any claim made by any third party/user arising out of the use of the services and/or arising in connections with services offered by the Agent under this Agreement. 5.2 The Agent also agrees to indemnify, defend and hold harmless Toyo Trip Pvt. Ltd. and/or its affiliates, partner websites and their respective lawful successors and assigns from and against any and all losses, liabilities, claims, damages, costs and expenses asserted against or incurred by its affiliates, partner websites and their respective lawful successors and assigns that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by the Agent pursuant to this Agreement. 6. Liability. 6.1 The Agent acknowledges that Toyo Trip Pvt. Ltd. acts only as a website provider and therefore it has no liability whatsoever for any aspect of the arrangements between the Agent and the customer as regard to the services provided by the Agent. In no circumstances shall Toyo Trip Pvt. Ltd. be liable for any activities/ services provided by the Agent. 6.2 The Website may contain links to other websites ("Linked Sites''). The Linked Sites are not under the control of Toyo Trip Pvt. Ltd. and it is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Toyo Trip Pvt. Ltd. is not responsible for any form of transmission, whatsoever, received from any Linked Site. Toyo Trip Pvt. Ltd. is providing these links to the Agent only as a convenience, and the inclusion of any link does not imply endorsement by Toyo Trip Pvt. Ltd. of the site or any association with its operators or owners including the legal heirs or assigns thereof. 6.3 Toyo Trip Pvt. Ltd. does not accept responsibility for any defects that may exist or for any costs, loss of profits, loss of data or consequential losses arising from the Agent's use of, or inability to use or access or a failure, suspension or withdrawal of all or part of the service at any time. 6.4 Toyo Trip Pvt. Ltd. shall not be liable to the Agent or any other party claiming for the Agent by virtue of termination of this Agreement for any reason whatsoever for any claim for loss or profit or on account for any expenditure, investment, leases, capital improvements or any other commitments made by the Agent or any other party in connection with their business made in reliance upon or by virtue of this Agreement. 7. Term and Termination of Contract. 7.1 This Agreement shall enter into effect on and from the date the Agent electronically accepts the Terms of Agreement at the sign of registration on the website and shall continue to be in operation unless otherwise terminated by either Party in accordance with the provisions of this Agreement. 7.2 Either Party may terminate this Agreement with immediate effect by giving a notice to the other Party. 7.3 Toyo Trip Pvt. Ltd. may also terminate this Agreement and/or discontinue provision of any of the services at any time for any reason, including any improper use of the Website or the Agent's failure to comply with the terms and conditions of this Agreement. 7.4 The Agent agrees and understands that in case of breach of clause 3: Term of Payment, Toyo Trip Pvt. Ltd. reserves a right to cancel all the unutilized bookings for the future dates wherein the Agent will fully indemnify and hold harmless Toyo Trip Pvt. Ltd. against any claims of its customer in relation to such bookings. 7.5 Agent undergoes a change of control (i.e. any a change of control (i.e. any person(s) or entity (ies) acquires fifty per cent (50%) or more of Agent's issued and outstanding shares or other securities) 7.6 The agent agrees that in case of non-payment on due dates Toyo Trip Pvt. Ltd. reserves the right to block further issuance and reissuance of tickets till the old payment is made in full. 7.7 In addition to the above, Toyo Trip Pvt. Ltd. may terminate this agreement anytime without giving any reason. 7.8 With immediate effect from the date of termination, the Agent shall cease to use the services offered by Toyo Trip Pvt. Ltd. 8. Confidentiality. The Agent acknowledges that all documents and any other material containing or referring to confidential information shall always remain the property of Toyo Trip Pvt. Ltd. Also, Agent undertakes (both during the term and after the termination date), not to use or disclose any confidential information except as is necessary to perform its obligations under this Agreement or except as required by law or any regulatory body. Any time as requested by Toyo Trip Pvt. Ltd., agent shall deliver and/or delate confidential information in accordance with the directions of Toyo Trip Pvt. Ltd. Agent undertakes NOT copy or reproduce any confidential information in any form or on any media or device except as is necessary to perform its obligations under this Agreement. 9. Intellectual Property Rights. The contents of the Website (including information, communications, images and sounds contained) are provided by Toyo Trip Pvt. Ltd., its affiliates, independent content providers and third parties has sole ownership. Also, Toyo Trip Pvt. Ltd. has and shall retain all ownership rights in the Website, including all patent rights, copyrights, trademarks, service marks, related goodwill and confidential and proprietary information. 10. Governing Law. This Agreement shall be governed by and construed and in accordance with the Laws of India, and subject to Arbitration provisions below, with the exclusive forum being courts at New Delhi. 11. Arbitration. 11.1 Any and all disputes or controversies arising out of or in connection with the interpretation, performance or non-performance, or termination of this Agreement, shall, to the extent possible, be settled in the first instance by prompt and good faith negotiations between the Parties. 11.2 If the dispute cannot be settled within seven (7) days by mutual discussions, the dispute shall finally be settled by arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator to be appointed by Toyo Trip Pvt. Ltd. The venue of arbitration shall be New Delhi and the arbitration proceedings shall be conducted in English language. 11.3 Each Party shall bear its own costs (including legal costs) for participating in the arbitration proceedings. The arbitrator's fees and expenses and other incidental expenses shall be paid by the Parties as determined by the arbitral tribunal. 12. Assignment. The Agent shall not assign or transfer all or any of its rights or obligations under this Agreement without the prior written consent of Toyo Trip Pvt. Ltd. 13. Force Majeure. Neither Party to this Agreement shall be liable for failure to perform any of its obligations hereunder during any period in which such performance is delayed by Force Majeure event including but not limited to fire, flood, war, riot, embargo, organized labor stoppage, earthquake, hurricane, acts of civil or military authorities, acts of terrorism, acts of god etc. beyond the reasonable control of the Parties, provided that the Party whose performance is affected by the event of Force Majeure gives notice in writing to the other Party of such event and provided further that the Party whose performance is so affected did not act in a reckless manner or did not willfully misconduct itself. 14. Severability. The various provisions of the Agreement are severable and if any provision is found by the Parties hereto or is held to be invalid or unenforceable by any court of competent jurisdiction such invalidity or unenforceability shall not affect the validity or enforceability of any of its other provisions unless it goes to the root of the Agreement or radically affects it. 15. Entire Agreement and Amendments. This Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and merges all prior discussions and negotiations between them. No modification to or amendment of this Agreement shall be valid or binding. 16. General Provisions. 16.1 This Agreement shall insure to the benefit of and are binding upon the parties hereto and their respective successors and permitted assignees. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto and Toyo Trip Pvt. Ltd., 16.2 Notices. Any notice or other communication required, or which may be given hereunder shall be in writing and shall be delivered by registered post to the following address. Toyotrip Private Limited 1106 Akashdeep Building, 26A Barakhamba Road, New Delhi 110001. Schedule A for Agents Payments The Agent shall make payment for the services availed under this Agreement by cash/ online payment/cheque/ demand draft in advance. Advance payment may, in Toyo Trip Pvt. Ltd. sole discretion, attract a deposit incentive at a rate and threshold to be determined by Toyo Trip Pvt. Ltd. This deposit incentive policy is not binding and may be withdrawn or changed at the discretion of Toyo Trip Pvt. Ltd. management. i. All account statements shall be available online. In some cases, offline statements (not invoices) will be mailed to the Agents. The Agent shall make payments as per online statements, unless they are receiving offline statements, which will then override and supersede the online statements. Further, offline statements may be revised to adjust unbilled invoices, refunds, incorrect commissions, and the revised statements will be payable in full subject to reconciliation by the Agent. ii. The payments shall be subject to deduction of tax at source (TDS) as per the provisions of the Income Tax Act. Any other applicable taxes will be over and above the agreed rates. iii. For the purposes of other products except Air bookings, Agent shall require paying in advance while booking. iv. Any payments due and payable under this Agreement that remain unpaid on the relevant due date of payment shall accrue interest at the rate of 18% per annum from the due date of payment until full payment is made. v. Toyo Trip Pvt. Ltd. reserves the right to cancel un-flown segments to recover dues beyond 7 days from the promised payment date, with all liability being that of the Agent for such cancellations. In addition, agents will pay a daily penalty of Rs 1000 for every day of delay in making full payment. 17. Cancellation policy Every booking, that is made in Www.toyotriponline.com can be canceled before the schedule commencement of flight and hotels and or any other travel related services, but all cancellation is subject to cancellation charges levied by the service provider or the airline. The airline cancellation is subject to class, time of cancellation, booking class etc. Other than the airline cancellation charges, Toyo Trip Pvt. Ltd., shall levy additional charges as cancellation service fees which is minimum Rs. 250 for domestic and Rs. 375 or International per person per segment. Some bookings may be non-refundable as per the specific airline policy. As per some airline policy some booking may not be canceled or refunded partially. Cancellations can be made online or offline through the specified section of the website of Www.toyotriponline.com. We assist you in cancellation and make various amendments for bookings but for few cases, the traveler needs to contact the airline directly. The amendment charges levied by the airline are subject to change as per the policy of the airline. Similarly, the service charged levied by Www.toyotriponline.com portal may change from time to time. These service charges whether levied by the airline or by ToyoTrip, all charges are exclusive of local govt. taxes if any To cancel the tickets within 24 Hours of the journey, we recommend customer to contact directly to the Airlines and after that, send the cancellation request on our website for refunds. In case of direct cancellation through airlines, refunds will be given according to airlines charges along with our service charge as mentioned earlier. After flight departure & in case of No Show, we do not entertain any cancellation request. All the refunds (against cancellations) amount will be Updated on Portal Wallet. In case of card or gateway payment through payment gateway the refund shall be made to the respective card or wallet (from the origin mode of payment) post deduction of the gateway and or bank charges Amendment & Cancellation Policy for holidays/tours Usually the cancellation depends on the hotel and package supplier but Toyo Trip Pvt. Ltd. has broadly outlined as follows: 1.For cancellations done prior to the 30 days or more of the date of departure, initial deposit amount or 25% of the tour cost (if full paid) will be charged as cancellation charges. 2. For cancellations done between 29 days to 15 days prior to the date of departure, 50% of the tour cost will be charged as cancellation charges. 3. For cancellations done between 14 days to 8 days of the tour, 75% of the tour cost will be charged as cancellation charges. 4. For cancellations done within 8 days of the tour, 100% cancellation charges will apply, and you will receive no refunds. 5. All the refunds (against cancellations) amount will be Update on Portal Wallet; Payment would not be transfer or refund on the Bank account. Refund Policy 1. Www.toyotriponline.com will process the refund only after getting cancellation request/claim from the customer/travel agent/ corporate company through email or any other mode mutually agreed. Cancelation request via phone shall not be entertained. 2. Refund against the cancellation of air tickets will be credited directly in customer’s mode of payment after receiving the refund amount from the Airlines and or the supplier. 3. Due to Banking Procedures, Refund in credit cards may take duration of 72 or more depending on the timeline set by the card company. Similarly in case of net banking it may take 7 days or any other timeline set by the bank. ToyoTrip shall not be responsible for any delay if it is due to delay by bank or any intermediate monetary organization. 4. Rejected Booking or pending booking will be credited to the respective Www.toyotriponline.com Portal Account only. All the Booking refunds (against cancellations) amount will be Update on Portal Wallet. 5. Refund payment would not be transferred on the Bank account. But only exception may be refund to distributor account. 6. In cases where the Airlines/Hotels is declared as insolvent or Bankrupt: a. Toyo Trip Pvt. Ltd. shall not shall not be liable to pay any refunds whatsoever in cases where the Airlines/Hotel closes its operations or declares itself as insolvent. b. The customers or clients or agents shall not hold the Toyo Trip Pvt. Ltd. liable to pay the refunds as assured at the time of booking of ticket in cases where the Airlines/Hotel closes its operation or declares itself as insolvent. c. Toyo Trip Pvt. Ltd. may sometimes refund amount directly to the customer but also at the same time reserves the right to recover the refunded amount from the Airlines/hotels/sub agency that might get shut down/non-operational/bankruptcy. 7. Toyo Trip Pvt. Ltd. may hold refund in exceptional cases, disputes. 8. Toyo Trip Pvt. Ltd. may cancel bookings due to nonpayment of any legitimate due and recover the same amount from the direct customer/sub agency/corporate.