MINOAN MEMBER AGREEMENT

1.1 Marketing. The parties will market and promote the Platform to Member’s properties (as applicable) and to guests at those properties. The parties will dedicate reasonable time, expertise, and resources in connection with their marketing and promotion efforts. Minoan will cover costs related to website hosting and other related operational expenses. Member will (i) cover the cost of marketing the shoppable experience on its property(ies), and (ii) via, Showrooms, make the Platform available to guests at each of Member’s properties through both digital (email, site-integration, etc.) and physical (booklets, notecards, etc.) touchpoints. Member’s marketing commitments will include, at minimum, the items described in Exhibit A (Marketing Commitments).

1.2 Guest Showrooms. As part of marketing the Platform to guests at Member’s properties, Member will have the ability to create a showroom for its guests, where guests can purchase any products from brands in Member’s properties (“Showroom”). Showrooms will be created by Member using Minoan-provided tools and will be co-branded with, and hosted by, Minoan. Member will be responsible for managing and updating the content of its Showroom and for helping manage all purchases made by its guests through Showrooms. Without limiting the foregoing, Member understands and agrees that when setting up a Showroom, Member will not use any of Member’s own affiliate links to link to products in its properties. Member will ensure that only Minoan’s affiliate technology, including Minoan-provided affiliate links, is used when setting up a Showroom.

1.2.1 Showroom Content. Member will screen all content uploaded to a Showroom to ensure its appropriateness. In creating and managing its Showroom, Member will not:

2.1 Intellectual Property. The parties grant each other the right to use each other’s names and trademarks, including, as applicable, those of the properties Member manages, (“Marks”) in connection with this Agreement, provided that each party will obtain the prior written approval (email acceptable) of the other prior to using such party’s Marks in any marketing materials. This right is terminable at any time, via written notice, and will automatically terminate following termination of this Agreement. Each party will comply with any guidelines provided by the other party regarding use of its Marks. Each party remains the sole and exclusive owner of all right, title, and interest throughout the world in and to its respective Marks, including any associated goodwill. If Member manages its properties, Member has all the rights necessary from such properties to enter into this Agreement, to grant Minoan the rights hereunder, and to enable Minoan to exercise the same.

Member may not (and will, as applicable, ensure any of its properties do not) make any statements or representations regarding the Platform, Showroom, or Catalog unless they are consistent with marketing and/or other materials provided to Member by Minoan. Each party may identify itself as a partner of the other. Except as provided herein, neither party will issue any press release or make any other public statement with respect to this Agreement and/or matters related hereto without the prior written consent of the other.

Minoan has all right, title, and interest in and to the Platform, Catalog, and Showroom(s). Neither party grants any rights, title, interest, or licenses to the other party except as contemplated herein, and neither party shall obtain ownership rights in any of the other party’s Confidential Information, data, software, patents, trademarks, copyrights, trade secrets, or other intellectual property, ideas, business plans, and the like. Each party reserves all rights not expressly granted hereunder.

2.2 Confidentiality. “Confidential Information” means all information disclosed by one party to the other that a reasonable person would deem to be confidential given the circumstances surrounding the disclosure. Each party agrees (i) to take reasonable steps to protect the discloser’s Confidential Information from unauthorized disclosure, (ii) that it will not disclose Confidential Information to any third party, except with the disclosing party’s written consent or as required by applicable laws or regulations, and (iii) that it will not use any Confidential Information other than in connection with this Agreement.

3.1 Member’s Catalog Purchases. Member will use all products purchased through the Catalog solely for Member’s business purposes. Member may not use the products for any illegal or unauthorized purpose nor may Member, in its use of the products, violate any applicable laws. Any offer for any product made through the Catalog is void where prohibited.

Minoan reserves the right to limit the quantities of the products offered or refuse any order Member places with Minoan for any reason at any time. Minoan reserves the right, but is not obligated, to limit the sales of products to any entity, geographic region, or jurisdiction. Minoan may, in its sole discretion, limit or cancel quantities purchased by Member or per order. In the event that Minoan makes a change to or cancels an order, Minoan may attempt to notify Member by contacting the e-mail and/or billing address/phone number provided at the time the order was made. Minoan reserves the right to limit or prohibit orders that, in Minoan’s sole judgment, appear to be placed by dealers, resellers, or distributors.

All descriptions of products and, unless otherwise expressly agreed, product pricing, are subject to change at any time without notice. Products are subject to return or exchange strictly in accordance with our return policy as follows:

Minoan mirrors the return policy dictated by the brand of the applicable product. If a sale is final, items will be marked as such prior to payment.

Member will provide current, complete, truthful, and accurate purchase and account information, including shipping information, for all purchases. When Member provides credit card information, Member authorizes Minoan (through its third party payment processor) to charge that credit card for all product purchases. Member agrees to promptly update its account and other information, including email address and credit card information, so that Minoan can complete Member’s transactions and contact Member as needed.

3.2 Guest’s Showroom Purchases. Member understands and acknowledges that every time a guest purchases product(s) from a brand via a Showroom, Minoan may receive an affiliate commission for each such purchase. Minoan will share a portion of that affiliate commission with Member, which amount will be reasonably determined by Minoan. Member understands that the foregoing is contingent on Member’s use of Minoan’s affiliate technology in its Showroom. The Platform and the ability for Member to create a Showroom through Minoan are both currently available to Member at no additional charge, however, Minoan reserves the right to charge for such use in the future, which pricing would be mutually agreed to by the parties.

4.1 Modifications. Minoan may modify or update this Agreement from time to time. Minoan will post the modified or updated Agreement to this website and update the Last Revised date above. Modifications and updates will become effective upon posting. It is Member’s responsibility to periodically review this Agreement for any changes. Member’s continued launch/marketing of the Platform by creating a Showroom or by accessing /purchasing from the Catalog after any modifications or updates constitutes Member’s acceptance of this Agreement, as updated. If Member does not agree to this Agreement or any updated Agreement, Member may not launch/market the Platform by creating a Showroom or access/purchase from the Catalog (and/or shall immediately discontinue any activities with respect to either of the foregoing).

4.2 Miscellaneous. Each party will comply with all applicable laws and regulations in connection with this Agreement. Each party is an independent contractor and neither party is an agent, distributor, or representative of the other. This Agreement is governed by the laws of the State of New York, excluding conflicts of laws. This Agreement may be terminated by either party upon ten (10) days prior written notice to the other, at which time any undisputed amounts then due and owing to a party will become immediately due and payable by the other party. To the maximum extent permitted by applicable law, neither party (i) will be liable for (a) any indirect or other consequential damages hereunder, and (b) cumulative direct damages in excess of the amounts paid and payable to Minoan by Member in the three (3) months preceding the incident giving rise to liability, and (ii) makes any representations or warranties of any kind in connection with this Agreement, and each party expressly disclaims all such representation and warranties. This Agreement is the complete understanding between the parties with respect to its subject matter and supersedes all other written or oral agreements and/or representations relating hereto.