Membership Agreement

This Membership Agreement (“Agreement”) is made effective on the “Membership Effective Approval Date” (approval date indicated above in the Membership Application section of this Agreement) by and between i-Hospitality Alliance Cooperative Association, a Texas cooperative association with its principal place of business located at 11111 Brooklet Dr, Suite 100, Houston, TX (“I-HOSPITALITY”), and the person or entity whose name is entered in above as “Member” in the Membership Application section of this Agreement as well as below at the end of this Agreement (“Member”). Both I- HOSPITALITY and Member are jointly referred to herein as “Parties” and individually as a “Party”.

Member acknowledges that I-HOSPITALITY has been organized for the benefit of its members as a Texas Cooperative Association pursuant to Title 6 of the Texas Business Organization Code. Therefore, in consideration of the membership offered and potential benefits to be derived therefrom, Member hereby agrees to abide by and be bound by the Bylaws, Organizational Documents, Certificate of Formation as amended from time to time, policies, guidelines, rules and regulations of I-HOSPITALITY and its Officers and Directors, as the same are currently in effect and as amended or modified from time to time, and Member hereby also agrees as follows:

Member agrees to ratify and thereafter upon acceptance as a member of I-HOSPITALITY abide by the Bylaws, Organizational Documents, Certificate of Formation as amended from time to time, policies, guidelines, rules and regulations of the I-HOSPITALITY and its Officers and Directors, as the same are currently in effect and as amended or modified from time to time. Member agrees and acknowledges that I-HOSPITALITY, through its Board of Directors and/or Officers, shall have the right to suspend or terminate Member’s membership for an indefinite period of time when such Member fails to act in accordance with or not in compliance with the terms and conditions of any I-HOSPITALITY bylaw, Organizational Document, Certificate of Formation as amended from time to time, policy, guideline, rule or regulation. Any of Member’s monetary benefits, funding (including, but not limited to, rebates/program/compliance), rights, or otherwise may be put on hold indefinitely or completely forfeited at the sole and absolute discretion of the Board of Directors. Any decision by the Board of Directors of I- HOSPITALITY will be final and binding and Member or any other person or party shall not contest such decision.

The individual listed on the above Membership Application form who is designated as the Authorized Representative of a Member Company will have the sole and exclusive right to exercise the voting rights of the Member Company as the authorized representative for the Member Company, which such voting power cannot be transferred. If the Member Company wishes to effect a change in the Authorized Representative, the Member Company hereby agrees to notify the I-HOSPITALITY office in a writing sent by United States certified mail, return receipt requested, at least thirty (30) days prior to such change in Authorized Representative taking effect. No such notice is effective against I-HOSPITALITY unless actually received and approved by I-HOSPITALITY. Upon such change a new completed application may be required for the approval of the Board of Directors of I-HOSPITALITY at the sole and absolute discretion of the Board of Directors.

The term of the Member’s membership shall be for a one (1) year period upon payment of (i) $300.00 in annual dues per each approved Qualified Business, $1,000 in annual dues for up to 5 approved Qualified Businesses, $2,000 in annual dues for up to 10 approved Qualified Businesses for a Class A Membership or (ii) $300 in annual dues for each approved Individual Member, or $25 in annual dues for each approved Student (with Student ID) Individual Membership for a Class B Membership. Annual dues are effective from January 1, 2022 and may be modified from time to time by the Board of Directors of I-HOSPITALITY. The membership period in I-HOSPITALITY is for a period of 12 months from the date of payment of the annual dues.

Promotion for Initial Membership in 2023: For initial membership commencing in 2023, the initial term of the Member’s membership will be for an eighteen (18) months period upon payment of initial annual dues. For initial memberships and all renewal after Dec 31, 2023, membership will renew for a period of one (1) year upon payment of annual dues.

Membership Auto-Renewal: Memberships will automatically renew upon expiration of the membership period unless Member notifies I-HOSPITALITY and/or cancels membership online prior to membership renewal date. The renewal charge will be assessed to the applicable credit card on file.

Membership in I-HOSPITALITY is not an investment and no investment return or appreciation on Member’s membership in I-HOSPITALITY shall be permitted. Member and the undersigned officers and representatives of Member have always clearly understood and hereby acknowledge and agree that any membership fees and/or other amounts provided to I-HOSPITALITY and/or any of I-HOSPITALITY’s affiliated entities on behalf of Member are not an investment of any kind by the Member but merely fees required as part of the membership requirements of I-HOSPITALITY in order for the Member to participate in, among other things, various programs and services offered by I-HOSPITALITY, including I-HOSPITALITY’s purchasing power program with vendors. Member and the undersigned officers and representatives of Member have always clearly understood and hereby acknowledge and agree that none of them nor the other members of I-HOSPITALITY were to receive, at any time, any profit distributions, capital/membership interest appreciation, rights to transfer or sell membership, or any other benefits typically enjoyed by a stockholder in a corporation or owner of “securities” (as defined pursuant to United State Securities Laws, including under the Securities Act of 1933 as amended and the Securities Exchange Act of 1934 as amended), but that solely Member would strictly receive patronage rebates, to the extent permitted by applicable law, based on the patronage and participation of Member in the programs and operations of I-HOSPITALITY (a Texas cooperative association). Member and the undersigned officers and representatives of Member have always clearly understood and hereby acknowledge and agree that the payment of all dues and fees to I-HOSPITALITY and/or any of I- HOSPITALITY’s affiliated entities does not constitute an “investment contract” nor a scheme involving the investment of their money in a common enterprise with profits to come solely from the efforts of others, but that any benefits to be derived will be based on (i) the active participation and patronage of Member in I-HOSPITALITY’s offered programs (ie, the payment of patronage rebates is directly related to the amount of business the undersigned Member does with I-HOSPITALITY) and (ii) the lower cost of goods and services to be obtained by the undersigned Member by making purchases through I- HOSPITALITY or as part of I-HOSPITALITY’s various membership programs. No former or current officer, director, member, shareholder, owner, advisor, employee, contract or, staff member, attorney, accountant, affiliate, committee member, consultant, representative, or agent of I-HOSPITALITY and/or any of I-HOSPITALITY’s affiliated entities (i) has ever represented or stated anything to the undersigned Member and/or any officers or representatives of Member that would cause the acknowledgements, statements, and representations contained herein to be untrue in any respect, or (ii) has ever represented or informed Member and/or any officers or representatives of Member that, among other things, by becoming a member of I-HOSPITALITY or any of I-HOSPITALITY’s affiliated entities or by providing any dues and fees to I-HOSPITALITY or any of I-HOSPITALITY’s affiliated entities (v) that they are making an investment of money into a “security” that could appreciate, (w) that they will receive profits from I-HOSPITALITY or any of I-HOSPITALITY’s affiliated entities, (x) that they will have the right to transfer or sell their membership to any person or party, (y) that they will enjoy benefits typically enjoyed only by a stockholder or equity holder in a corporation or the owner of “securities” in any enterprise, or (z) that they were investing money into a scheme involving the investment of their money in a common enterprise with profits to come solely from the efforts of others.

I-HOSPITALITY may negotiate programs or agreements on behalf of its members. Member hereby agrees to take full responsibility and liability with respect to any and all programs, transactions, and agreements approved or negotiated by the Board of Directors of I-HOSPITALITY, including, but not limited to, fines, penalties and/or forfeiting any and all monetary or other benefits. Member fully assumes any and all of the risks involved in connection with any programs, transactions, contracts, and agreements approved, negotiated, or entered into by I-HOSPITALITY. Prior to participating in any I- HOSPITALITY deals, programs, transactions, contracts, or agreements, Member shall perform its own due diligence regarding such matters and shall not rely on I-HOSPITALITY or its Officers, Directors, Employees, or Representatives for any reason or matter whatsoever. As part of Member’s due diligence, Member must itself ensure, at Member’s sole risk and cost, that Member is in full compliance with all laws, statutes, ordinances, rules, regulations, deed restrictions, zoning laws, community or other rules, contracts, leases (including with any landlord of Member), notes, agreements, and commitments of any kind prior to participating in any I-HOSPITALITY related program, transaction, deal, contract or agreement. I-HOSPITALITY and its Officers, Directors, Employees, and Representatives shall bear absolutely no responsibility or liability to Member or any other person or party whatsoever. Any program, transaction, deal, contract, or agreement shall be provided or presented to Member by I-HOSPITALITY on an “AS-IS”, “WHERE-IS” basis with absolutely no express or implied warranties of any kind or type. Member shall only enter into any transaction or deal at its sole option and risk and should also obtain any and all necessary consents, licenses, or permits of any governmental body or other person or party prior to entering into any transaction, deal, or agreement. I-HOSPITALITY shall not be responsible for providing any advice regarding or obtaining any consents, licenses, permits, or similar items of any kind. I- HOSPITALITY may, at its sole option and discretion, also sponsor different programs whereby each member will contribute such amounts as determined at the discretion of the Board of Directors of I- HOSPITALITY, which contributions shall be collected through a reduction in rebates or by direct contribution. Member participation in such programs may be mandatory, as determined by the Board of Directors of I-HOSPITALITY.

Member hereby agrees that all taxes of any kind, including, but not limited to, State Sales Tax, Excise duty or levy, Federal Taxes (income or otherwise) and levy or any other Tax, Surcharges, Levy etc. are the sole responsibilities of the Member. Member agrees and covenants that if any Tax, Surcharge or Levy of any kind or type is enforced on I-HOSPITALITY on behalf of, against, or as a result of any agreement/contract signed on behalf of members or for the benefit of members, Member will immediately advance or reimburse I-HOSPITALITY all such taxes, surcharges, levies and/or other amounts.

Member authorizes I-HOSPITALITY to share with vendors, suppliers, and other parties determined by I- HOSPITALITY, Member’s business and other relevant information, both public and confidential, as deemed necessary at the sole discretion of the Board of Directors of I-HOSPITALITY, including, but not limited to, name of Member, name of the owners/partners of Member and/or Member’s business, address, phone number, EIN, State Tax Exempt number, or any other information as deemed necessary to negotiate or comply with an agreement/contract or deal.

Any noncompliance by the Member of I-HOSPITALITY’s Bylaws, organizational documents, Certificate of Formation as amended from time to time, rules, regulations, policies, membership agreements, applications, vendor or other contracts, agreements, vendor deals, or other requirements may lead to, among other things, Member’s membership being suspended or canceled at the sole and absolute discretion of the Board of Directors of I-HOSPITALITY. Upon suspension or cancelation of membership, any or all compliance funding, rebates, or other amounts may be deemed forfeited as determined at the sole and absolute discretion of the Board of Directors of I-HOSPITALITY.

I-HOSPITALITY and its past, present, and future Officers, Directors, employees, agents and representatives shall not be liable to the Member, the Member’s officers, directors, employees, shareholders, members, partners, managers, affiliates, agents, or representatives, or to any other party whatsoever for (i) any injury or harm to person or damage to property or otherwise caused in connection with or that is otherwise directly or indirectly related to Member’s membership or participation in or with I-HOSPITALITY and/or I-HOSPITALITY’s programs, deals, contracts, seminars, or agreements, (ii) any loss, damage or injury that may be occasioned by or through the acts or omissions of any persons whatsoever or by or through the operations and/or investments of I-HOSPITALITY or I- HOSPITALITY’s affiliated entities, (iii) any loss or damage to any property occasioned by theft, fire, acts of God, public enemy, injunction, riot, insurrection, wars, court order, requisition or order of governmental authority, for any matter, (iv) any direct, indirect, incidental, consequential, punitive or special damages whatsoever (including without limitation, any damages claimed for loss of income, revenue, or profits or for loss of goodwill) arising from or related to Member’s membership or participation in or with I-HOSPITALITY and/or I-HOSPITALITY’s programs, deals, contracts, seminars, or agreements or the performance of this Agreement.

The Member agrees to indemnify and hold harmless I-HOSPITALITY and I-HOSPITALITY’s current, past, and future Officers, Directors, parents, affiliates, divisions, managers, members, shareholders, employees, contractors, agents, advisors, affiliates, representatives, attorneys, accountants, partners, successors and assignees and their respective partners, shareholders, officers, directors, managers, employees, invitees, or any other individual or entity otherwise connected, directly or indirectly, with I- HOSPITALITY (referred to collectively as the “Indemnified Party”) and each of them from and against any and all claims, causes of action, demands, suits, liabilities, losses, penalties, and/or actions asserted by any person or party, individually or through any representative, including all costs, attorney’s fees, settlement funds, damages or expenses resulting or allegedly resulting or arising, directly or indirectly, from this Agreement, the performance of this Agreement, any breach of this Agreement, and/or Member’s membership or participation in or with I-HOSPITALITY and/or I-HOSPITALITY’s programs, deals, contracts, seminars, or agreements, including, but not limited to, the act or omission of any third party vendor or any Indemnified Party, or any and all actual or alleged injuries or death of any person or damage to any property or otherwise due to or caused in connection with the performance of this Agreement or Member’s membership or participation in or with I-HOSPITALITY and/or I- HOSPITALITY’s programs, deals, contracts, seminars, or agreements, even if such indemnified liabilities are caused by the sole or contributory negligence or act of an Indemnified Party. The Member shall also indemnify and hold harmless I-HOSPITALITY and its Directors, Officers, employees, agents, affiliates, representatives, and contractors for the performance of their duties in the scope of their office for any reason or any cause of action whatsoever, from and against, among other things, any and all losses, liabilities, damages, penalties, etc., arising out of any or all vendors’ or suppliers’ agreements, contracts, programs signed or agreed by the Member (on Board’s recommendation) or the Board of Directors on behalf of the Members, and/or Member’s membership or participation in or with I-HOSPITALITY and/or I-HOSPITALITY’s programs, deals, contracts, seminars, or agreements.

Member understands and agrees that in some cases, deals, programs, agreements, or contracts, I- HOSPITALITY receives certain compensation, rebates, and/or other amounts against member Qualified Business sales, volume, compliance and participation which helps pay, among other things, administration and other office expenses. I-HOSPITALITY reserves the right, at the sole and absolute discretion of the Board of Directors, to charge back Member (including deducting amounts from amounts due to Member) for lost revenue or other amounts if Member is not in compliance with any programs, deals, agreements, or contracts, including for those matters explained above.

A “Reportable Change” shall have occurred if (i) Member or any party sells, transfers, or conveys any of Member’s Qualified Business, (ii) Member or any party sells, transfers, or conveys substantially all the assets of any of Member’s Qualified Businesses, (iii) Member or any party sells, transfers, or conveys any ownership interest in Member Company, Member Company’s Qualified Business, or any other current or successor entity operating the business, (iv) there is a change in the officer, director, manager, or member information for the Member and/or the Member’s business, or (v) there is any change or modification in the assumed name/dba name of Member and/or Member’s businesses, or (vi) there is a change in the nature of Member’s business such that Member would no longer qualify for membership in I- HOSPITALITY. Member hereby agrees that no later than 30 days (or sooner if the context so requires) of any Reportable Change, Member shall notify I-HOSPITALITY in writing of such Reportable Change and all relevant details pertaining to such Reportable Change, including any and all information later requested by I-HOSPITALITY. Member’s failure to timely report a “Reportable Change” or provide other information requested by I-HOSPITALITY shall be deemed a breach or non-compliance by Member, at the sole and absolute discretion of I-HOSPITALITY’s Board of Directors, and may result in, among other things, cancellation of Member’s membership, forfeiture of amounts owed, and/or penalties, charges, or other amount being charged to Member which the Board of Directors of I-HOSPITALITY shall be entitled to deduct from rebate payments or other amounts owed to Member.

Any notice provided to I-HOSPITALITY by Member must be in writing and sent to I-HOSPITALITY’s then principal office pursuant to United States postal mail, certified mail, return receipt requested, with postage prepaid. A written notice to I-HOSPITALITY shall not be effective until actually received by I- HOSPITALITY. Any notice provided to Member may be given by or through mail, telegram, facsimile, telephone, any I-HOSPITALITY or other publication or newsletter, electronic mail, the I-HOSPITALITY website, or verbally. If mailed, a notice to Member will be deemed delivered and received by Member when deposited in the mail addressed to Member (or his Authorized Representative) at his or her address as it appears in the records of I-HOSPITALITY. If given by telegram, a notice to Member is deemed delivered and received by Member when accepted by the telegraph company and addressed to Member (or his Authorized Representative) at his or her address as it appears on the records of I-HOSPITALITY. If given by facsimile, a notice to Member will be considered received when confirmation is received electronically. If given by telephone or verbally, such notice to Member will be deemed received by Member when communicated orally. If given by electronic mail or posting on I-HOSPITALITY website, a notice to Member is deemed received by Member when the electronic mail is sent to Member (or Member’s Authorized Representative) or when posted on I-HOSPITALITY’s website.

This Agreement shall be governed by, construed under, and enforced in accordance with the internal laws of the state of Texas, without reference to conflicts of laws. Member consents to jurisdiction and venue in the state and federal courts of Harris County, Texas. The transmission of an executed copy of this Agreement, or any document referenced in this Agreement, or the signature page(s) hereof or thereof, by facsimile or telecopy shall be treated in all manner and respects as the delivery of an original counterpart of this Agreement or such document bearing the original signature(s) of the party(ies) utilizing any such transmission device. This Agreement constitutes the final and entire Agreement and understanding between I-HOSPITALITY and the Member relating to the subject matter of this Agreement and supersedes all prior understandings and agreements (whether written or oral) between the parties concerning the subject matter of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. If any provision of this Agreement is determined to be unenforceable, that provision shall be deemed to be severable from this Agreement and shall not affect the validity of the remaining provisions of this Agreement. No partnership, joint venture, trust, franchise, employment or other similar relationship is created between the parties in connection with this Agreement. Moreover, no agency or other similar relationship is created between the parties in connection with this Agreement. Member shall not have any authority or represent that it has any authority, to bind I- HOSPITALITY in any manner whatsoever. Member may not assign or transfer its membership in I- HOSPITALITY and/or its rights or obligations hereunder. Any attempted transfer or assignment by the Member shall be null and void. This Agreement shall not confer any rights upon any person other than I- HOSPITALITY and I-HOSPITALITY’s affiliates, successors and assigns. Any disputes must be settled in good faith between I-HOSPITALITY and Member. If dispute resolution is not achieved as above, either Party may take the dispute to the next level which is defined as seeking mediation from the Aga Khan Conciliation and Arbitration Board for the United States of America. However, the decision from the Aga Khan Conciliation and Arbitration Board for the United States of America is not binding on the Parties unless pursuant to a binding legal agreement mutually entered into between the Parties.