These Vacabee Membership Terms and Conditions (these "Terms and Conditions") set forth a legally binding agreement between MSG Solutions USA, LLC and its affiliates (collectively,"MSG", "us", or "our") and each person or entity ("Member", "you", or "your") who joins a membership program (a "Program") offered by MSG which provides the Member with access to exclusive and/or discounted products and services through Vacabee.com (“Vacabee”). The Program and Member Benefits (as defined below) are offered at our sole discretion. MSG will provide you with the Member Benefits as described in these Terms and Conditions.

You are advised to carefully review these Terms and Conditions, together with all terms, conditions, policies, rules, and regulations (collectively, "Supplier Terms") of any third-party supplier with respect to any product or service offered through the Program (each, a"Supplier"). By joining as a Member of the Program, purchasing products and services through the Program, or redeeming offers for or otherwise purchasing products or services available from Suppliers, Member acknowledges and agrees to be bound by these Terms and Conditions and all Supplier

Membership Eligibility

Your membership in the Program ("Membership") includes access to certain benefits available exclusively to Members (collectively,"Member Benefits"). Member Benefits consist of Education Benefits, Travel Benefits, and a Travel Coach, as more particularly described in these Terms and Conditions. Membership in the Program is available to individuals who have reached the age of majority in their state or country of residence, provided that, Membership in the Program and certain Member Benefits are void where prohibited by law. Without limiting the generality of the foregoing, residents of the following U.S. states are ineligible for Membership in the Program, and any enrollment or attempted enrollment for Membership in the Program by such persons shall be null and void: California, Hawaii, Kentucky, Minnesota, Missouri, Nevada, New Hampshire, Virginia, and Washington. The same rules apply with the countries from the OFAC list. Any use of a virtual private network (“VPN”) for purposes of circumventing the eligibility restrictions set forth herein is strictly prohibited. By enrolling in the Program, you certify that you meet the eligibility requirements set forth in these Terms and Conditions.

MSG reserves the right to suspend, discontinue, or terminate your Membership if MSG reasonably suspects that you do not or no longer satisfy the eligibility requirements, or of using your Membership and/or Member Benefits in a manner inconsistent with these Terms and Conditions.

The Program is intended for personal use and may not be used for commercial purposes.

Member Benefits, Availability, and Marketing

Member Benefits may be added, removed, or substituted by MSG without notice. MSG will use commercially reasonable efforts to update pricing, availability, terms and conditions of use, cancellation and refund policies, and other material terms for Member Benefits offered on Vacabee. Membership in the Program is intended for personal use and may not be used for commercial purposes.

We have contracted with Arrivia, Inc. (“Arrivia”) to fulfill certain of the Member Benefits. Members hereby consent to receive standard or autodialed calls and/or pre-recorded telemarketing calls and text messages concerning products and services offered through their Membership by or on behalf of MSG and/or Arrivia to the telephone numbers provided when enrolling in such Membership. You acknowledge and understand that the foregoing consent is not required to make any purchase of goods or services from MSG or Arrivia, and that such consent may be revoked at any time.

Education Benefits

Education Benefits consist of access to Edu-Hive, our Members-only resource for empowering your travel and earning journey. Through Edu-Hive, Members can expand their knowledge through online basic courses ("Basic Courses") and more comprehensive advanced courses ("Advanced Courses") to learn how to maximize their Travel Benefits, establish an income stream through the Vacabee Affiliate Program, expand their knowledge of blockchain, artificial intelligence ("AI"), and cryptocurrencies, and enhance their travel influencer skills via social media storytelling.

Your Membership includes exclusive access to Basic Courses at no additional cost and offers you access to purchase Advanced Courses intended to provide more in-depth instruction on a particular topic. Subject to your payment of any applicable membership fees and your compliance with these Terms and Conditions and all other terms related to Vacabee, the Program, and the Membership Benefits, MSG grants you a non-exclusive, non-transferable, limited, revocable right and license, during your Membership, to access, view, use, and display Basic Courses and/or Advanced Courses for your personal, non-commercial use.

You may request a refund for any Advanced Course purchased through your Membership by completing a Refund Request Form and e-mailing it to [email protected] within 15 days of accessing the Advanced Course. Refunds are usually processed within 30 days after receipt and approval of a Refund Request.

Travel Benefits

Travel Benefits consist of access to our Members-only travel club, exclusive discounts for travel services and accommodations, the ability to earn and redeem rewards credits for qualifying travel purchases, a 110% Best Value Guarantee, and other related benefits as more particularly described and subject to the terms and conditions for such benefits (collectively, "Travel Benefits Terms and Conditions") as set forth in your Member portal at members.vacabee.com (the "Member Portal"), which are incorporated herein. In the event of any conflict between these Terms and Conditions and the Travel Benefits Terms and Conditions, the Travel Benefits Terms and Conditions shall prevail with respect to the purchase of travel or travel services by Members.

Travel Coach

The Program integrates AI technology to provide Members with a personalized travel experience through Mr. Bee, your personal AI travel coach (the "Travel Coach"). The Travel Coach leverages AI technology to assist Members in planning their next travel experience by suggesting destinations, recommending activities, and optimizing itineraries based on individual Member preferences and travel goals, ensuring that Members make the most of their travel experience and the Travel Benefits.

Membership Enrollment; Fees; Automatic Renewal

The Program has three (3) Membership tiers which you may join, consisting of: (i) Standard Membership; (ii) Premium Membership; and (iii) Trial Premium Membership. You may enroll in a Membership by creating an account on Vacabee, submitting a Membership application for the applicable Membership tier, and paying the Membership fee for your Membership tier.

FOR STANDARD AND PREMIUM TIER, THE TERM OF YOUR MEMBERSHIP BEGINS ON THE DATE YOU ENROLL AND CONTINUES FOR A ONE (1)-YEAR PERIOD. THEREAFTER, THE MEMBERSHIP TERM SHALL AUTOMATICALLY RENEW FOR ADDITIONAL ONE (1)-YEAR PERIODS UNTIL CANCELLED AS PROVIDED HEREIN. IN CASE OF TRIAL PREMIUM TIER, THE MEMBERSHIP BEGINS ON THE DATE OF YOUR ENROLMENT AND CONTINUES FOR ONE (1) MONTH, AFTER WHICH EXPIRES.

Current enrollment fees for each Membership tier ("Membership Fees") shall be as set forth in the Membership Fee Statement provided to the Member at the time of enrollment, as the same may be modified or supplemented from time to time: Standard membership: Price: $670; Premium membership: $1290; Trial Premium membership: $199. All Membership Fees are stated and payable in U.S. Dollars. Membership Fees are subject to change in our discretion. We will notify you of any changes to Membership Fees at least 30 days before these changes take effect.

Membership Fees must be paid in a single annual payment for standard and premium tier, or monthly for trial premium, in advance. You will not be eligible to access the Member Benefits unless your Membership Fees are current and paid for the applicable Membership term. In return for receiving the Member Benefits, you promise to pay MSG (in advance) according to the Membership type and associated Membership Fees.

MSG accepts payment of Membership Fees via credit or debit card, ACH transfer or PayPal. Please refer to individual Supplier Terms and Conditions for additional payment terms applicable to Member Benefits. To facilitate your Membership, you agree to provide MSG with true and correct payment information and agree that.
MSG OR ITS THIRD-PARTY PAYMENT PROCESSOR(S) ARE AUTHORIZED TO CHARGE AT ALL TIMES DURING THE TERM THE AUTOMATIC AND RECURRING PAYMENT OF YOUR MEMBERSHIP FEES USING SUCH PAYMENT INFORMATION.

You may change the payment information used for payment of your Membership Fees by contacting MSG at the phone number listed in your Membership application or otherwise through the Member Portal. If you fail to pay any Membership Fees or other fees or charges contemplated by these Terms and Conditions on or before the stated due date thereof, you will be ineligible to receive any associated Membership Benefits, and MSG may terminate your Membership upon written notice to you.

Membership Cancellation; Refunds

Except as otherwise provided in these Terms and Conditions, including without limitation the State-Specific Addendums hereto, you may cancel your Membership and receive a full refund on or before midnight on the 30th day after your enrollment or renewal date by providing written notice of such cancellation via certified mail, return receipt requested to:

Vacabee
Attention: Cancellations
1001 Brickell Bay Drive
Suite 2700-L3
Miami, Florida 33131

or otherwise by submitting a cancellation request through your Member Portal. Cancellation requests postmarked or received after midnight of the 30th day after the Member's enrollment or renewal date will result in no refund. After expiration of the thirty (30) days recission period, enrollment is final and Membership Fees are not refundable.

Provision of Information

Product and service information provided to Members is based on information received from Suppliers or other third parties. While MSG makes reasonable efforts to ensure this information is accurate and complete, MSG and its affiliates expressly disclaim any liability for inaccurate, incomplete, or misleading information.

No Commercial Use

Membership Benefits, purchases, and transactions may not be used for any commercial purpose. Any unauthorized commercial use is grounds for immediate termination of your Membership without refund.

Membership Purchases

Members may purchase products and services through the Program with a valid credit or debit card, and otherwise subject to the Supplier's payment terms, where applicable.

LIMITATION OF LIABILITY

MSG SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, DELAY, DEATH, OR INJRY TO PERSON OR PROPERTY ARISING FROM OR AS A RESULT OF THE ACTS, OMISSIONS, AND/OR REPRESENTATIONS (WHETHER ORAL OR WRITTEN) OF ANY SUPPLIER OR ANY OTHER THIRD PARTY, INCLUDING BUT NOT LIMITED TO SUPPLIERS OF TRAVEL PRODUCTS AND SERVICES. IN NO EVENT WILL MSG, ITS AFFILIATES, SUCCESSORS, ASSIGNS, OR SUPPLIERS BE LIABLE TO YOU FOR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION, AND REGARDLESS OF WHETHER MSG HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

Disclaimer of Warranties

The Program, Membership Benefits, and products and services available to you through your Membership are provided to you "as is." MSG makes no representation or warranty of any kind, express or implied, regarding the operation of the Program or Vacabee, the availability of Membership Benefits, the products and services available to you through your Membership, and/or the accuracy or completeness of any information, content, or materials MSG provides to you. To the fullest extent permitted by law, MSG disclaims all representations and warranties, including but not limited to any implied warranty of merchantability or fitness for a particular purpose, title, or non-infringement of the rights of third parties. Without limiting the generality of the foregoing, MSG makes no representation, warranty, or guarantee regarding (a) the availability of any products or services advertised by us, or (b) the results that may be obtained from using our products or services.

Arbitration; Class Action Waiver

If not resolved through negotiation, any dispute between you and MSG or any of either party's affiliates arising under, out of, or in connection with or related to these Terms and Conditions or MSG's business must be submitted to binding arbitration under the authority of the Federal Arbitration Act and determined by arbitration administered by the American Arbitration Association pursuant to its then-current commercial arbitration rules and procedures. Any arbitration must be on an individual basis, and the parties to the arbitration and the arbitrator will have no authority or power to proceed with any claim as a class action or otherwise to join or consolidate any claim with any other claim or any other proceeding involving third parties. If a court determines that this limitation on joinder of or class action certification of claims is unenforceable, then this entire commitment to arbitration will become null and void and the parties thereto must submit all claims to the court(s) of competent jurisdiction. The arbitration must take place in the state and county where MSG's headquarters is located at the time of the dispute. The arbitrator must follow the law and not disregard the terms hereof. A judgment may be entered upon the arbitration award by any state or federal court of competent jurisdiction. The decision of the arbitrator will be final and binding on all parties to the dispute; however, the arbitrator may not under any circumstances: (a) assess punitive, exemplary, or consequential damages; or (b) make any award which extends, modifies, or suspends any lawful term of these Terms and Conditions or any reasonable standard of business performance that MSG sets. The arbitrator, and not a court, shall have exclusive authority to resolve any dispute of the enforceability of all or any part of this Section. In the event that any one or more provisions of this Section shall be or become invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Section shall not be affected thereby.

Governing Law

These Terms and Conditions shall be governed exclusively by the laws of the State of Florida, without regard to principles of conflict of laws.

Attorney's Fees

In the event a Member initiates an action, suit, or proceeding at law or in equity (collectively, an "Action") against MSG, or MSG initiates an Action against a Member, and MSG prevails in such Action, MSG shall be entitled to recover its costs and expenses incurred in such Action from the Member, including but not limited to reasonable attorneys' fees and court costs.

Telephonic Communications and Agreement to be Contacted

Call Recording and Monitoring.

You acknowledge that telephone calls to or from MSG may be monitored or recorded, and you agree to such monitoring and/or recording.

Providing Telephone Numbers and Other Contact Information.

You represent and warrant that any contact information provided to us, including but not limited to your name, mailing address, e-mail address, and residential, business, or mobile telephone number is true and correct. You are strictly prohibited from providing a telephone number to us in connection with your Membership unless you are the subscriber or owner of such telephone number. If we discover that any information you provide in connection with your Membership registration is false or inaccurate at any time, we may suspend or terminate your Membership in our sole discretion. You agree to immediately notify us of any change in your contact information, including your telephone numbers, by texting STOP to any automated text message from us, calling Customer Service at +1 877 469 6366 or e-mailing us at [email protected]

Your Consent to Receive Automated Calls / Text Messages.

You acknowledge that by voluntarily providing your telephone number(s) in connection with your Membership enrollment, you expressly agree to receive prerecorded voice messages and/or autodialed calls and text messages (including by SMS, MMS, and any successor protocols or technologies) from us related to marketing, promotions, your Membership, any transaction, and/or your relationship with us. You acknowledge and agree that automated calls or text messages may be made to your telephone number(s) even if your telephone number(s) is registered on any state or federal Do Not Call List. You agree that we may obtain, and you expressly agree to be contacted at, any e-mail address, mailing address, or telephone number provided by you at any time or obtained through other lawful means, such as skip tracing, caller ID capture, or other means. You agree to receive automated calls and text messages from us, even if you cancel for Membership or terminate your relationship with us, unless you opt out (as provided below). You understand that You do not have to agree to receive automated promotional calls or text messages as a condition of purchasing any goods or services. To opt out from these calls or text messages, please see the Opting Out section below.

Opting Out.

Your consent to receive automated calls and texts is completely voluntary. You may opt out at any time.

To opt out of text messages, text STOP to any text message you receive, call Customer Service at +1 877 469 6366 or send an e-mail to [email protected] and specify that you wish to opt out of automated text messages. You acknowledge and agree to accept a final text message confirming your opt out election. We may use different shortcodes for different messaging purposes, so texting STOP to one shortcode will not effectuate an opt out request for all shortcodes to which you are subscribed. If you would like to opt out of text messages from multiple shortcodes, text STOP to each shortcode to which you would like to opt out.

To opt out of automated voice calls, you must (a) call+1 877 469 6366or send an e-mail to [email protected] revoking your consent to receive automated calls; and (b) provide your full name, mailing address, Membership number, and the specific phone number(s) for which you wish to opt out of automated calls.

It is your sole responsibility to notify us if you no longer wish to receive automated calls or text messages. You waive any rights to bring claims for unauthorized or undesired calls or text messages by failing to opt out immediately or by failing to follow these instructions. Please allow up to thirty (30) days to process any opt out request. Please note that if you opt out of automated calls or text messages, we reserve the right to make non-automated calls to you.

Fees and Charges.

There is no fee to receive automated telephone calls or text messages from us. However, you may incur a charge for these calls or text messages from your telephone service provider, for which you will be solely responsible. Please check your telephone plan and contact your provider for details. You represent and warrant to us that you are authorized to incur such charges and acknowledge that we are not responsible for such charges.

Your Indemnification Obligations.

You agree to indemnify, defend, and hold us harmless from and against any losses, damages, fines, fees, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from or related to any privacy, tort, or other claims, including claims under the Federal Telephone Consumer Protection Act or its state law equivalents, and including claims relating to your voluntary provision of a telephone number(s) that is not owned by you and/or your failure to notify us of any changes in your contact information, including telephone number(s). We shall have the exclusive right to select legal counsel of our choosing to defend us in any and all such claims.

Release.

In consideration of the Membership Benefits and the services provided by MSG, you hereby release MSG from any and all claims, actions, causes of action, lawsuits, damages, losses, liabilities, costs, or expenses resulting from, arising out of, or related to telephone calls or text messages, including without limitation, any claims, causes of action, or lawsuits based on any alleged violations of law, including without limitation the Telephone Consumer Protection Act, Truth in Caller ID Act, Telemarketing Sales Rule, Fair Debt Collection Practices Act, or any equivalent state or local acts or statutes, any federal or state tort or consumer protection laws.

Travel Sanctions and Regulations

The United States Department of the Treasury, through its Office of Foreign Assets Control ("OFAC"), has issued comprehensive sanctions against various countries, currently and specifically: Cuba, Russia, Ukraine, Iran, North Korea, and Syria. Additionally, we are prohibited from doing business with anyone who is identified on OFAC's Specially Designated Nationals and Blocked Persons List ("SDN") and/or any other similar lists published by OFAC (collectively, the "OFAC Lists").

These sanctions and the OFAC Lists limit the ability for MSG, its affiliates, Suppliers, vendors, and related companies to conduct business with these countries and their citizens, and any individuals identified on the OFAC Lists.

For this reason, we will be unable to accept your Membership enrollment or purchases online, over the phone, or via any other source unless you can satisfy the following conditions:

• You are a citizen in a non-sanctioned country;
• You provide proof of residency in a non-sanctioned country AND proof that you are funding your purchase, including but not limited to all Membership Fees, through a bank or financial institution associated with a non-sanctioned country; and
• You are not named on any economic or trade sanction lists, including but not limited to the OFAC Lists.

In the event we need to verify the above information, you agree to provide us with the information necessary to verify that we are not prohibited from providing products and services to you. If you fail or refuse to do so, we will be unable to provide products or services to you.

Modification

We may modify these Terms and Conditions in our sole discretion and without prior notice to you. By purchasing products and services through the Program, Member acknowledges and agrees to be bound by any posted revisions to these Terms and Conditions.

Severability

If any provision of these Terms and Conditions is invalid, illegal, or unenforceable under applicable law, such invalidity, illegality, or unenforceability shall not affect the validity of any other provision hereof.

Assignment; Transfer

You may not assign or transfer your Membership, Membership Benefits, or these Terms and Conditions to any third-party without our prior written consent, except as may otherwise be authorized under the Travel Benefits Terms and Conditions, and any attempted assignment or transfer by you in violation of this Section shall be null and void.

MEMBERSHIP FEE STATEMENT

Updated as of March 15, 2024