AGENT LOYALTY PROGRAM MEMBERSHIP AGREEMENT

About Black Book Travel

JG, Inc. (the “Company”) d/b/a Black Book Travel (“Black Book”) is a business organized to facilitate travel to exclusive destinations and to make available the opportunity for extraordinary travel experiences.  The Company’s Agent Loyalty Program is designed to allow travel agents who become members to learn, track and gain access to exclusive reward and promotional referral programs made available to them by exclusive destination partners of the Company.   

PLEASE READ THIS MEMBERSHIP AGREEMENT CAREFULLY. IN ORDER TO BECOME A BLACK BOOK LOYALTY PROGRAM MEMBER, YOU MUST CLICK TO ACCEPT THE TERMS OF THIS AGREEMENT, WHICH CONTAINS DETAILS ABOUT THE RELATIONSHIP BETWEEN THE COMPANY AND MEMBERS. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT CLICK TO ACCEPT THIS AGREEMENT. BY ENROLLING AS AN AGENT LOYALTY PROGRAM MEMBER, YOU AGREE TO THESE TERMS AND UNDERSTAND THAT YOUR PARTICPATION IN THE BLACK BOOK PROGRAM IS SUBJECT TO THESE TERMS.

This Membership Agreement (the "Agreement") is made between JG, Inc., (the "Company"), d/b/a Black Book Travel ("Black Book" or "us" or "we") and each individual who enrolls ("you" or "Member") in the Agent Loyalty program (the "Program").

1. Enrollment:  You agree that you are at least eighteen (18) years of age, able to enter into legally binding contracts in the state of your residence, and a legal resident of the United States. You further agree to provide Black Book with the information requested for enrollment and to keep your membership information current.  You acknowledge and represent that you are, and covenant that you will remain while a Member, a registered, licensed professional travel agent and are not using the Black Book Loyalty Program website or services primarily for personal travel bookings.



2. The Program:  Black Book has entered into arrangements with various businesses and persons, under which such business or persons ("Program Contributors") have agreed to periodically make a available certain promotional or referral incentives (“Promotions”) to Members in response to those travel arrangements booked, purchased, and completed with such Program Contributors by travelers that have been made by Members in accordance with the terms and conditions of each such Promotion.  EACH PROMOTION AND PROMOTION REWARD IS THE SOLE AN EXCLUSIVE RESPONSIBILITY OF THE RESPECTIVE PROGRAM CONTRIBUTOR, WITH THE COMPANY HAVING NO CONNECTION, RESPOSNIBILITY, OR ROLE WITH OR FOR THE SAME.  Promotion rewards are based upon the actual final purchase(s) of products and/or services according to the rules for each such purchase as stated by the offering Program Contributor ("Eligible Purchases"). You agree that each Program Contributor and Black Book is permitted to use, reproduce, maintain and share booking and transaction data related to Eligible Purchases for the purposes of administering the Loyalty Program and conducting its business. An Eligible Purchase is determined by the offering Program Contributors in its sole and final discretion.  Each Program Contributor reserves the right to change or eliminate all or any portion of its respective Promotion, and the Company reserves the right to terminate or suspend any Promotion, at any time in its sole discretion, and without notice to you. The Company does not represent or warrant that any Program Contributor will continue to participate in the Program at the time you enroll or any time thereafter. You agree to comply with the Program policies and rules established by Black Book, as well as the terms of this Agreement, all of which may be amended from time to time. Amendments to this Agreement and Program policies and procedures will be posted on Black Book's website or otherwise made available to you. Your continued participation in the Program thereafter shall constitute your acceptance of any such amendment.



3. The Member Log:  Status and information regarding Promotion rewards that accumulate as a result of Eligible Purchases and are reported to the Company by the Program Contributors will be held by Black Book (“Contributions”). You may review a summary of your Log activity on the Black Book website. You are solely responsible for regularly reviewing your Log to determine that all Contributions have been posted accurately to your Log. In the event you believe that Contributions are missing or posted inaccurately, you must contact us within ninety (90) days of the relevant Eligible Purchase. In general, you can expect that Contributions will be posted within 30-45 days of our receipt from a Program Contributor of evidence of an Eligible Purchases having been completed. NOTWITHSTANDING, ALL PROMOTIONAL REWARDS ARE PROVIDED EXCLUSIVELY BY PROGRAM CONTRIBUTORS AND BLACK BOOK IS NOT LIABLE FOR THE FAILURE TO PROVIDE THE SAME OR TO TIMELY OR ACCURATELY POST CONTRIBUTIONS TO YOUR LOG. Black Book reserves the right to determine whether a Contribution should have been posted or whether a Contribution was posted correctly and the Program Contributors reserve the right to determine the eligibility and outcomes of Eligible Purchases, which determinations shall be final and binding. Further, although Black Book may credit pending Contributions to your Log as a convenience to you, no Contribution is final until it is received from the Program Contributors, subject to the reconciliation process described in Section 4 of this Agreement.



4. Log Reconciliation:  If you, the traveler or anyone else cancels, returns or fail to fulfill the obligations with regard to any Eligible Purchase to a Program Contributor from whom you purchased them, or otherwise reverse or obtain a refund or credit for an Eligible Purchases transaction, then any Promotions, Promotion rewards or others benefits associated with such cancelled, failed, returned or credited Eligible Purchases, whether posted or pending post to your Log, shall be reversed. If the Contributions have already been used, you remain solely responsible for repayment to Black Book and/or the Program Contributor of such Contribution amount and we may offset future Contributions to your Log in order to recoup an amount equivalent to such credits. If you fail to repay the Contribution and your Log balance is insufficient to recoup the Contribution, then we reserve the right to take any and all legal action necessary to collect the Contribution amount from you, including, but not limited to, pursuing such claim in a court of law, employing a collection agency or reporting such claim to a credit reporting agency.



5. Log Management:  We may suspend or terminate your participation in the Program, reverse Contributions or bar future Contributions to your Log if we believe, in our sole discretion, that you have committed fraud or abused the Program by, without limitation, engaging in a pattern of returning Eligible Purchases after Contributions have been posted to your Log, or engaging in other fraudulent or abusive activities in connection with your participation in the Program. You agree to forfeit any Contributions you earned or may have otherwise been entitled to, in the event such Contributions are attributable to fraudulent or abusive activities. You are responsible for repayment of forfeited Contributions and we reserve the right to take any and all legal action necessary to collect the Contribution amount from you, including, but not limited to, pursuing such claim in a court of law, employing a collection agency or reporting such claim to a credit reporting agency.



6. Independent Program Contributors:  You agree that neither Black Book nor its employees or representatives is an agent of any Program Contributor and that the Program Contributors act independently of, and are not under the control of, Black Book with respect to any aspect of the Program. We do not represent, warrant, or guarantee that any Program Contributor will actually make a Contribution for your Log even if it would otherwise appear by Program Contributor rules or information contained on the Black Book website that your purchase was an Eligible Purchase. Further, your participation in offers or promotions of, or your correspondence with, any Program Contributor, is solely between you and that Program Contributor. We do not assume any liability or responsibility for any part of such offer, promotion or correspondence, including, without limitation, the withdrawal or modification of any offer or promotion.



7. The Online Marketplace@Black Book:   Black Book will make Contributions from the online Program for your Log from this referral fees paid by Program Contributors in the amounts or percentages provided on our website for each such online Program Contributor. No Contributions will be made to your Log until such referral fee has been paid. Black Book reserves the right to change its Contribution from the referral fee at any time in its sole discretion, which change shall be effective for Contributions owed after the date of the change.



8. Contributions:  You acknowledge that Contributions may not redeem or withdraw any Contributions for cash. Redemptions can be made as per the terms and agreements between Black Book and its travel partners.  Current progress towards earnings points will be shown on an earnings bar.  Once achieved sufficient points to redeem a reward and reward redemption button will appear.  To redeem your reward, click the redemption button and a message will be sent to Black Book of your request.  Black Book will then verify with the Program Contributor and its records your eligibility to redeem the requested awards.  You or Black Book will receive automatic notices when the redemption is approved and subsequently filled.



9. Forfeiture of Contributions:  Unless otherwise approved by Black Book and the relevant Program Contributor, Contributions not used by you within 18 months of their being presented to you, such Contributions shall be forfeited to Black Book and the original conveyance shall be deemed void. 



10. Nomination of Other Redemption Opportunities:  Should you be inclined to request an alternative redemption opportunity, you may contact Black Book with such request.  Black Book may then, its sole discretion, contact the parties involved with such request and negotiate with such parties their willingness to be a Program Contributor and/or a redeeming participate.  Black Book is under no obligation to contact or enter into an arrangement with any such requested redemption opportunity.  



11. Unauthorized Use :  You agree that you will not, and will not permit others to:
    • provide any unauthorized third party with access to the Program or any proprietary information, data, text, links, images, software, communications, and/or other content available from us through the internet, telephone contact with our customer service representatives, or by other means;
    • copy, distribute, modify, reverse engineer, reverse assemble, decompile, or create derivative works from, Black Book's website;
    • place into Black Book's computer systems code or content containing any virus, Trojan horse, worm, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
    • engage in any activity with respect to your participation in the Program that does not comply with applicable laws or regulations, or otherwise engage in any fraudulent, manipulative or misleading activity in connection with the Program;
    • post any materials in any form on Black Book's website or within Black Book's computer system that is defamatory, libelous, lewd, pornographic, obscene, or that promotes violence or contains any hate speech;
    • infringe on any third party's patent, copyright, service mark, trademark or other intellectual property right of any kind, or misappropriate the trade secrets of any third party in connection with your participation in the Program.



12. Program Discontinuation:  We may, in our sole discretion, with or without notice to you, discontinue the Program or any portion of the Program; change or limit access to the Program or Black Book website; and/or change or limit access to any functionality, feature, or component of the Program. Additionally, if we believe, in our sole reasonable discretion, that you have breached any term of this Agreement, we may suspend or terminate your participation in the Program without notice to you.



13. Password Security:  You acknowledge that Black Book will never contact you to ask you for your password. You agree to maintain the confidentiality of the user name and password you use to access your Log and other portions of Black Book's website. You will only allow authorized persons to access the Program and will not access it by expert system, electronic agent, "bot" or other automated means. If there is a breach of your Log, you agree to immediately change your password and notify us. Unless you immediately notify us of any breach of your Log, any use of your user name and password will be deemed to be your authorized use and Black Book has no obligation to inquire into the propriety of such use.



14. Monitoring the Services:  Black Book has no obligation to monitor the Program, but may do so and disclose information regarding use of the Program for any reason if Black Book, in its sole discretion, believes that it is reasonable to do so, including to: satisfy laws, regulations, or governmental or legal requests; operate the Program properly; or protect itself and its Members.



15. Collection and Use of Information:  You acknowledge that, solely for the purpose of administering the Program, Black Book will collect information about you and your purchases of Eligible Products or Services. You authorize Program Contributors, their respective agents, and other third parties to disclose to us all information related to your Eligible Purchases. Additionally, by registering your credit card, debit card, loyalty card or other unique account or identifier ("Registered Cards"), you authorize Black Book to collect all information from any processor or issuer of Registered Cards or other third party regarding your Eligible Purchases bought with any Registered Cards. You also authorize us to use information about you and your purchases of Eligible Products in accordance with the terms of our Privacy Notice, which is posted on our website.



16. Registered Cards:  By providing Black Book with Registered Cards, you represent and warrant that you are an accountholder or authorized user of the Registered Cards and that you have complete authority to register them in the Program and to receive information from Black Book about transactions involving the Registered Cards.



17. Supplemental Opportunities:  



18. Termination:  This Agreement is effective when you accept it by clicking the Accept/Enroll button at the end of this Agreement and will remain in effect until either you or Black Book terminates your membership in the Program. You may terminate your membership in the Program by following the procedures found on our website. Black Book may terminate your membership in the Program without cause immediately upon notice to you. Upon termination, you will forfeit any Contributions remaining in your Log as of the termination date. Any forfeited Contributions will be transferred to the Community Vault.



19. Expiration:  Unless waived by Black Book, your membership in the Program will automatically expire if you have not received any Contributions in 12 consecutive calendar months. If your membership expires, you must re-enroll in the Program to continue participating in the Program.



20. Disclaimer of Warranties:  (A) THE PROGRAM IS PROVIDED "AS IS". TO THE MAXIMUM EXTENT ALLOWED BY LAW, BLACK BOOK EXPRESSLY DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS OR NON-INFRINGEMENT. FURTHER, BLACK BOOK DOES NOT WARRANT THAT THE PROGRAM OR ANY OF ITS FUNCTIONALITY WILL BE UNINTERRUPTED, ERROR FREE, CORRECTED, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (B) BLACK BOOK'S WEBSITE MAY CONTAIN ADVICE, OPINIONS, FACTS, VIEWS, STATEMENTS, CONTENT OR RECOMMENDATIONS OF THIRD PARTIES ("THIRD PARTY DATA"). BLACK BOOK DOES NOT REPRESENT OR WARRANT THE ACCURACY OF ANY THIRD PARTY DATA DISPLAYED, UPLOADED, OR DISTRIBUTED THROUGH OUR WEBSITE. YOUR RELIANCE ON THIRD PARTY DATA IS AT YOUR SOLE RISK. FINALLY, BLACK BOOK DOES NOT MAKE ANY REPRESENTATIONS, WARRANTY OR GUARANTEE REGARDING THE ACCURACY OF ANY ADVERTISEMENT FOR, OR THE QUALITY OF, ANY MERCHANDISE, PRODUCTS OR SERVICES OFFERED BY CORPORATE CONTRIBUTORS IN CONNECTION WITH THE PROGRAM.



21. Indemnification:  You agree to indemnify and hold harmless Black Book, and each of its directors, officers, employees, agents, representatives, affiliates, subsidiaries, contractors, supplier, successors and assigns, from and against all damages, losses and causes of action (including reasonable attorneys' fees and court costs) incurred as a result of your participation in the Program or breach of this Agreement. You agree to cooperate as reasonably requested in the defense or settlement of any claim. Black Book reserves the right to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.



22. Exclusion of Damages:  WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM:
    
    • FAILURE TO SCREEN USERS OR MEMBERS OF THE PROGRAM;
    • ACTS OR OMISSIONS OF USERS OR MEMBERS OF THE PROGRAM;
    • MATERIALS POSTED BY OR FROM ANY PARTY OTHER THAN BLACK BOOK;
    • THE ACCURACY, DEPENDABILITY, PRIVACY, SECURITY, AUTHENTICITY OR COMPLETENESS OF DATA TRANSMITTED OVER OR OBTAINED FROM THE INTERNET; AND
    • FAILURE TO PERFORM ANY OBLIGATION HEREUNDER, OR FROM ANY DELAY IN THE PERFORMANCE OF ANY OBLIGATION HEREUNDER DUE CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, SUCH AS ACTS OF GOD, WAR, REVOLUTION, CIVIL COMMOTION, TERRORISM, FIRE, EXPLOSION, POWER FAILURE, LAW, REGULATION, DIRECTIVE, ORDER ORDINANCE, OR REQUIREMENT OF ANY GOVERNMENT OR LEGAL BODY (FOREIGN OR DOMESTIC), IMPRACTICABILITY, OR LABOR UNREST.
    
    Additionally, neither Black Book, nor any of its employees, officers, directors, representatives, contractors, suppliers, agents, successor or assigns ("Program Parties"), shall be liable for failure to accurately track your Eligible Purchases in the event of a computer system failure or interruption beyond their reasonable control. None of these entities shall be liable for your failure to receive a Contribution as a result of a computer system failure or interruption.



23. Limitation of Liability:  TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROGRAM PARTIES ARE NOT LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOSS OF USE DAMAGES AS A RESULT OF THE USE OF, OR THE INABILITY TO USE, BLACK BOOK'S WEBSITE, PARTICIPATION, OR INABILITY TO PARTICIPATE, IN THE PROGRAM, INFORMATION CONTAINED ON OUR WEBSITE, AND, IN THE CASE OF CORPORATE CONTRIBUTORS, THE MERCHANDISE, PRODUCTS OR SERVICES OFFERED IN CONNECTION WITH THE PROGRAM, EVEN IF ANY OF THE PROGRAM PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BLACK BOOK'S TOTAL LIABILITY FROM ALL DAMAGES, LOSSES AND CAUSES OF ACTION RESULTING FROM YOUR USE OF OUR WEBSITE OR PARTICIPATION IN THE PROGRAM, WHETHER IN TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LESSER OF $500 OR THE MAXIMUM AMOUNT OF CONTRIBUTIONS IN YOUR ACCOUNT.



24. Your Communications to Us:  You agree that we may rely on your oral and electronic instructions and communications to us. You consent to the monitoring and recording of your telephone conversations with us for training purposes and also to provide a record of our communications with you. We are entitled to rely upon oral instructions from any person claiming to be you, provided that we have followed our normal verification procedures. We may follow any instructions received by electronic means through Black Book's website just as if you had given such instructions in person, regardless of whether you have personally initiated such instructions.



25. Our Communications to You:  You consent to receiving communications such as reports, correspondence, and other information from us electronically through either (i) your Log; or (ii) the email address you provide to us. Black Book is not responsible for your inability to connect to the Internet, receive electronic communications or access our website. Electronic communications are presumed to be received by you when sent by us, whether they are actually received or not. You acknowledge that you have the necessary computer hardware and software to receive email correspondence or other electronic information from us.



26. Privacy Notice:  You acknowledge that you have read and agree to the Privacy Notice contained on our website, as amended from time to time.



27. Assignment:  You may not assign your rights and obligations under this Agreement, in whole or in part, without Black Book's prior written consent, and any purported assignment without consent shall be null and void. We may assign our rights and/or obligations under this Agreement in whole or in part, without your consent.



28. No Waiver; Severability:  Black Book's failure to insist upon strict compliance with any provision contained in this Agreement shall not be deemed a waiver of such provision or any other provision contained herein. If any provision of this Agreement is deemed by a court of law to be invalid, such determination shall not affect the remaining provisions of this Agreement.



29. Modifications:  Black Book reserves the right to modify the terms of this Agreement at any time in its sole discretion and without notice to you. Anytime modifications or amendments are made, we will post the revised Membership Agreement on our website and your continued participation in the Program and failure to terminate this Agreement shall be deemed your ratification of the Agreement as amended. No other act, document, usage or custom will be deemed a modification to this Agreement.



30. No Third Party Beneficiaries:  Each Program Contributor is hereby expressly made a third party beneficiary of this Agreement and may enforce this Agreement directly against you.
31. Remedies:  All remedies in this Agreement are in addition to and not in lieu of any remedies available to either party in law or in equity.



32. Notices:  Any notice from us to you will be in writing and delivered either by personal hand-delivery, by email, or by nationally recognized overnight courier, to the mailing address, email address specified in your enrollment form, or to any other address which you may, from time to time, provide to us for the purpose of communicating with you. Any notice from you to us will be in writing and delivered either by personal hand-delivery or to us at: Black Book Travel, 196 6th Avenue, Suite 2C, New York, New York 10013, attention: Customer Service, or to any other address which we may, from time to time provide to you for the purpose of communicating with us. All notices shall be in English and will be deemed effective upon receipt if by hand-delivery, overnight courier or email, and five days after deposit in the U.S. mail.



33. Equitable Relief:  You agree that any breach of Section 12 is likely to cause us irreparable harm for which money damages may not be sufficient. Therefore, if you breach any provision of Section 12, then we are entitled to obtain injunctive or other equitable relief, in addition to any other remedies which we may have.



34. Governing Law; Venue:  This Agreement shall be governed by the laws of the state of New York, without regard to its conflicts of laws principles. Any action or proceeding related to this Agreement shall be brought in state court situated in New York, New York, or the U.S. District Court near Manhattan, New York. Accordingly you consent to such exclusive jurisdiction and waive any objection to the venue of such court and irrevocably waive any claim that a proceeding related to this Agreement has been brought in an inconvenient forum.



35. Survival:  The provisions of Sections 2, 12, 16, 21, 24, 29-37 shall survive termination or expiration of this Agreement for any reason.



36. Entire Agreement:  This Agreement, along with Black Book rules and policies posted on our website including, without limitation, our Privacy Notice, represents the entire agreement and understanding between us and you with respect to the Program, and supersedes and cancels any and all prior written or oral agreements and understandings with respect to the Program, including, without limitation, earlier versions of this Agreement that may have been accepted by you through our website or otherwise.

© Copyright 20---2007 JG, Inc. and Black Book Travel.  All Rights Reserved.

Dated: [July 15, 2007]