SCHOOLS

IMPORTANT NOTICE

ClubMAC Corporation ("Company") reserves the right to edit the Company's rewards program ("Program") Terms & Conditions at any time. This means, for example, that we may change the number of points earned for spending, or the number of points required to redeem rewards, impose caps and/or fees on earning and/or redeeming points, increase the annual and/or other program fees and/or cancel rewards. In addition, we reserve the right to terminate the program with thirty (30) days prior notice. During the 30 days notice period, we may change or cancel some or all of the then-current rewards. Member's ("you," "your" or "Club Members" or "School Owners" or "CM") right to earn points and redeem accumulated points will terminate 30 days after we give you this notice.

ELIGIBILITY

The program is available to all martial arts schools that have completed enrollment into ClubMAC, and are Club Members that are current with their accounts.

ANNUAL FEES

There is a $19.95 monthly fee or a $239.40 annual fee for participation in the program, except as otherwise provided below. The monthly and/or annual program fees are nonrefundable and will be billed to your credit/debit card account on the enrollment date or the enrollment date anniversary as the case may be - monthly or annually. The enrollment date will be the day we complete processing your program enrollment. For those CM who pay by check, you will receive an invoice fifteen (15) days in advance of your payment due date.

POINT ACCRUAL

Enrolled CMs will accrue one point in their program account:

• For each dollar transacted on their ClubMAC sponsored debit Visa or MasterCard, or on cards linked to CMs' accounts (sub-accounts);
• For every individual Road Care Plus account that signs-up at or through a CM's martial arts school;
• For every individual Road Care Plus account that signs-up at or through a CM's martial arts school;
• For every individual Infinity Travel Club account that signs-up at or through a CM's martial arts school;
• For every account that is established with MSI;
• For any purchase of MAC Sports™ DVDs.

Points accrued in your program account for any given enrollment period (minimum of one year) will be carried forward on each enrollment date anniversary, provided all other conditions set forth herein have been met, up to three (3) years.

Kindly note that Club Members will not accrue points in accounts for ClubMAC Rewards point redemptions, charges for dishonored payments or Federal excise tax offset fee. Further, points accrued in any program account do not constitute property of the CM and are not transferable by operation of law or otherwise to any person or entity and cannot be transferred to any other account.

POINT FORFEITURE FOR ACCOUNT TERMINATION OR CANCELLATION

CM will forfeit accrued reward points if enrollment is terminated due to lack of payments or early cancellation by Member. If the account is reinstated, due to re-enrollment or arrears cleared, then the accrued points will be reinstated for a fee of five dollars ($5) for each month of points reinstated, provided that the account is reinstated within one (1) year of cancellation or termination.

PURCHASE POINTS

You may purchase points in 1,000-point increments for $10 per 1,000 points, which will be billed on your credit card account on file with ClubMAC. You may only purchase a maximum of 500,000 points per calendar year. You may purchase points only for your own program account. Points purchased are subject to all other program Terms & Conditions applicable to points generally, including those concerning point forfeiture.

GENERAL REWARDS AND POINT REDEMPTION INFORMATION

SPECIFIC REWARDS TERMS AND CONDITIONS INFORMATION Please review the terms and conditions applicable to specific rewards before redeeming. All terms and conditions imposed by participating merchants (ClubMAC's "Benefits Partners" or "Vendor Partners") may apply.

The request for conversion of points from the program account to a participating ClubMAC Partner program or for redemption of a reward must be made by the CM, an authorized Additional CM or an individual authorized by the CM. We may refuse a conversion or redemption request if any Account is not in good standing. Requests for conversion of points or redemption of a reward must be initiated by visiting the CM's account under Redeem MARPs.

All rewards are subject to availability. Certain rewards are available only during the time periods described in the program communications (including program website). Certain restrictions apply to rewards. Terms and conditions of each reward are set forth in program communications and/or on the Certificates and Gift Cards. Merchants participating in the program are subject to change. Some rewards have limited availability.

Once accrued points in your program account have been converted into a participating ClubMAC Partner program or redeemed for a reward, the points cannot be converted back into your program account. Redeemed rewards are not refundable, exchangeable, replaceable, redeemable or transferable for cash, credit, other rewards or points under any circumstances. By redeeming rewards, you release ClubMAC and its parent, subsidiaries and affiliates from any and all liability regarding the redemption or use of rewards or other participation in the program. Rewards must be redeemed in accordance with program communications. ClubMAC and participating merchants are not responsible for replacing lost, stolen or mutilated Certificates, tickets or Gift Cards. We reserve the right to modify or cancel any reward at any time.

Some rewards and/or Certificates and Gift Cards require an additional charge for shipping and handling.

CLUBMAC PARTNER PROGRAMS

Points accrued in your program account may be converted into any one or more participating ClubMAC Partner programs. Please call 1 (609) 510-1221 for more details. Please note that we may charge an excise fee of $0.0005 per point up to $75 to offset the federal excise tax paid on conversions. The fee may be more or less than the actual amount of the excise tax we pay on any individual conversion. We may offer you the option to redeem points to pay this fee. You may convert points in your program account into a participating ClubMAC Partner program in 500-point increments. You may only convert points into a participating ClubMAC Partner program account held by you.

You are subject to, and must comply with, the terms and conditions of the ClubMAC Partner programs in which you are enrolled. Any current or future airline's or hotel's participation in the program is subject to change with or without notice. Some restrictions, including blackout dates and capacity controls, apply to participating ClubMAC Partner programs. For exact blackout dates and restrictions, please contact the participating airline or hotel directly.

Participating airlines and hotels may periodically make changes-such as award-level changes, blackout-date changes or capacity-control changes-to their ClubMAC Partner programs. CLUBMAC is not responsible for informing you of changes to participating ClubMAC Partner programs. Further, we assume no responsibility for points converted from your program account into a participating ClubMAC Partner program or for the actions of any participating airline or hotel in connection with its ClubMAC Partner program or otherwise.

PRODUCT REWARDS

All product orders are subject to product availability. You will be notified if the item you have ordered is not available and if and when it will become available. We reserve the right to substitute items of equal or greater value. We will ship the model pictured or the most current comparable model available. Items shown in program communications are the latest models available at the time of printing. Items ordered at the same time may arrive separately.

Product rewards from ClubMAC Corporation or Benefit Partners may be returned or exchanged within 30 days of delivery unless otherwise specified. TVs and merchandise items that have been assembled by the customer or delivery service may not be returned or exchanged unless proven to be damaged or defective. No exchanges or returns are accepted after 30 days. Returns must be handled in accordance with the guidelines set forth by the manufacturer or Benefit Partner from which the product(s) was (were) obtained. ClubMAC Corporation is neither responsible nor liable for any transaction made between a CM and a Benefit Partner or any consequence thereof.

CLUBMAC REWARDS PAY WITH POINTS (PWP)

Your CM account will be charged for your redemption, and ClubMAC will debit points from your program account and issue a corresponding credit to the appropriate Vendor Partner Account. You must have at least 500 points available in your program account to make a redemption. If the points redeemed do not cover the entire amount of the redemption, the balance of the purchase price will remain charged to your Account. Any credits to your Account in connection with the redemption may not be converted into points.

IMPORTANT PROVISIONS

Redeeming Points: Only the CM, an authorized Additional CM or an individual authorized by the CM is permitted to redeem points for a reward. Points cannot be redeemed during travel or after travel has taken place.

Refunds: No refunds, credits or substitutions will be issued for any unused portion of a reward, or if improper proof of citizenship or naturalization documents results in your being denied boarding or entry. All points will be forfeited if you do not show up for your confirmed reward.

Responsibility and Liability: We act solely as an agent for our Benefits Partners and are not responsible for the acts or inaction of each such supplier. We are not liable for any loss or penalties incurred by you if or when a hotel, tour operator or cruise line or any item is sold, ceases to exist or becomes inoperative; if a tour operator cancels a Vacation Package or a cruise line cancels a Cruise; or for acts of nature. Vacation Package components and cruise line ports of call are subject to change without notice. We are not liable for amenities, services and/or facilities not being available due to seasonal closings, renovations, strikes, bankruptcy and/or acts of nature. The partners and benefits described herein are accurate at time of printing and are subject to change or cancellation without notice.

REDEMPTION FOR CASH

You may redeem in increments of 500 points for $5 in cash. Payment of the cash will be made by a credit to your Debit MasterCard account obtained through ClubMAC. Fraud or abuse relating to the accrual of points or redemption of rewards may result in forfeiture of accrued points as well as cancellation of your program account and any ClubMAC Card account. All questions or disputes regarding eligibility for the program, eligibility of points for accrual, conversion of points or redemptions of rewards will be resolved by ClubMAC at its sole discretion. The determination of tax liability for any federal, state or local taxes (as may be applicable) arising out of the accrual or conversion of points or redemption of rewards in the program shall be your sole responsibility. We are not responsible for typographical errors and/or photographic errors and/or omissions in this brochure.

This brochure and these Terms & Conditions supersede all previous ClubMAC Rewards program brochures and Terms & Conditions. These Terms & Conditions are governed by and construed under the laws (excluding conflicts of law provisions) of New Jersey.

ARBITRATION

This Arbitration section sets forth the circumstances and procedures under which Claims (as defined below) may be arbitrated instead of litigated in court.

As used in this Arbitration section, the term "Claim" means any claim, dispute or controversy between you (Member) and us (ClubMAC Corporation) arising from or relating to your participation in the program, these Terms & Conditions, any other related or prior agreement that you may have had with us or the relationships resulting from your participation in the program, these Terms & Conditions or any prior agreement, including the validity, enforceability or scope of this Arbitration section, these Terms & Conditions or any prior agreement. For the purposes of this Arbitration Provision, "you" and "us" also include any corporate parent, or wholly or majority owned subsidiaries, affiliates, any licensees, predecessors, successors, assigns, all agents, employees, directors and representatives of any of the foregoing, and other persons referred to below in the definition of "Claims." "Claim" includes claims of every kind and nature, including but not limited to initial claims, counterclaims, cross-claims, third-party claims and claims based upon contract, tort, fraud and other intentional torts, statutes, regulations, common law and equity. "Claim" also includes claims by or against any third party using or providing any product, service or benefit in connection with the program if and only if such third party is named as a co-party with you or us (or files a Claim with or against you or us) in connection with a Claim asserted by you or us against the other. The term "Claim" is to be given the broadest possible meaning that will be enforced and includes, by way of example and without limitation, any claim, dispute or controversy that arises from or relates to (a) the program account or any point balances on the program account, (b) advertisements, promotions or oral or written statements related to the program or any reward or (c) the redemption for and use of any reward. We shall not elect to use arbitration under this Arbitration Provision for any Claim that you properly file and pursue in a small-claims court in your state or municipality as long as the Claim is individual and pending only in that court. As used in this Arbitration section, "you" and "us" also include any corporate parent, wholly or majority-owned subsidiaries, affiliates, licensees, predecessors, successors, assignees and all agents, employees, directors and representatives of any of the foregoing, and other persons referred to above in the definition of "Claim."

Any Claim shall be resolved, upon the election by you or us, by arbitration pursuant to this Arbitration Provision and the code of procedure of the national arbitration organization (the "Code") to which the Claim is referred in effect at the time the Claim is filed. Claims shall be referred to either the National Arbitration Forum ("NAF"), the American Arbitration Association ("AAA"), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is unacceptable to you, you shall have the right within 30 days after you receive notice of our election to select the other organization listed to serve as arbitration administrator. For a copy of the procedures, to file a Claim or for other information about these organizations, contact them as follows: NAF, P.O. Box 50191, Minneapolis, MN 55404; Web site: www.arbitration-forum.com. AAA, 335 Madison Avenue, New York, NY 10017; Web site: www.adr.org.

IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM OR TO HAVE THEIR CLAIMS RESOLVED EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF THE NAF OR AAA, AS APPLICABLE (THE "CODE"). FURTHERMORE, YOU AND WE WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. EXCEPT AS SET FORTH BELOW, THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING. NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION.

If either party elects to resolve a Claim by arbitration, that Claim shall be arbitrated on an individual basis. There shall be no right or authority for any Claims to be arbitrated on a class-action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other CMs or other persons similarly situated. The arbitrator's authority to resolve Claims is limited to Claims between you and us alone, and the arbitrator's authority to make awards is limited to awards to you and us alone. Furthermore, Claims brought by you against us or by us against you may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless agreed to in writing by all parties.

This Arbitration section is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act, 9 USC Sections 1-16, as it may be amended (the "FAA"). The arbitration shall be governed by the applicable Code, except that (to the extent enforceable under the FAA) this Arbitration section shall control if it is inconsistent with the applicable Code. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief-written explanation of the basis for the decision. The arbitration proceeding shall not be governed by any federal or state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the requesting party within fifteen (15) days of receiving the requesting party's notice. The granting or denial of either party's request will be at the sole discretion of the arbitrator, who shall notify the parties of his/her decision within twenty (20) days of the objecting party's submission. The arbitrator shall take reasonable steps to preserve the privacy of individuals and business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator's decision will be final and binding, except for any right of appeal provided by the FAA. However, any party can appeal that award to a three-arbitrator panel administered by the same arbitration organization, which shall reconsider anew any aspect of the initial award requested by the appealing party. The appealing party shall have thirty (30) days from the date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of appeal. The appeal shall be filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel, which will conduct an arbitration pursuant to its Code and issue its decision within one hundred twenty (120) days of the date of the appellant's written notice. The decision of the panel shall be by majority vote and shall be final and binding.

Any arbitration hearing that you attend shall take place in the federal judicial district of your residence. You will be responsible for paying your share, if any, of the arbitration fees (including filing, administrative, hearing and/or other fees) provided by the Code, to the extent that such fees do not exceed the amount of the filing fees you would have incurred if the Claim had been brought in the federal or state court closest to your billing address that would have jurisdiction over the Claim. We will be responsible for paying the remainder of any arbitration fees. At your written request, we will consider in good faith making a temporary advance of all or part of your share of the arbitration fees for any Claim you initiate in which you or we seek arbitration. You will not be assessed any arbitration fees in excess of your share if you do not prevail in any arbitration with us.

This Arbitration Provision shall survive termination of the program or your participation in it. If any portion of this Arbitration Provision is deemed invalid or unenforceable under any principle or provision of law or equity, consistent with the FAA, it shall not invalidate the remaining portions of this Arbitration Provision, these Terms & Conditions or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity.

USERS

THIS MEMBERSHIP AGREEMENT (the "Agreement") is made between ClubMAC Corporation, a New Jersey corporation (hereinafter called "Company" or "ClubMAC") and the person(s) specified on the Member Profile (hereinafter called the "Member"), with respect to Member's participation as a member of ClubMAC's Martial Arts Rewards program operated by ClubMAC (hereinafter called the "Service"). ClubMAC reserves the right to prevent any person from becoming a Member at its sole discretion for any reason.

1. Service Description: The Service will initially consist of a portfolio of benefits designed to make the Member's purchasing experiences more cost effective by way of discounts through ClubMAC's Vendor Partners ("VP" or "Benefit Partners"). The benefits of the Service and any information provided to Member are subject to change from time to time and without prior notice, and any services ordered are subject to availability. Member may contact the Customer Service Department through the electronic mail address on this Web site in order to check whether a particular benefit is available through the Service. These Terms of Service are likely to be revised from time to time so Members are encouraged to regularly return to this website and review the Terms of Service for any changes.

2. Membership and Use: CLUBMAC agrees to make the services described above available to the Member through the Service during the term of this Agreement; provided that while CLUBMAC intends to make the Service available to Member 24 hours a day, 7 days a week, subject to scheduled maintenance shutdowns, there may be other times when the Service may not be available and CLUBMAC retains the right to make the Service unavailable from time to time for any reason. MEMBER AGREES THAT CLUBMAC SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY INTERRUPTION, SUSPENSION OR TERMINATION OF SERVICE AVAILABILITY OR DEFECTS IN THE OPERATION OF THE SERVICE. Membership in the Service is not transferable. Member agrees that the services will be used only for his/her benefit. Any printed material and software provided by CLUBMAC is the property of CLUBMAC. Member is responsible for all use of this Service and will immediately notify CLUBMAC of any unauthorized use of the Service membership. Member agrees to not publish, retransmit, broadcast or otherwise reproduce the information or software in any medium. In order to use the service and to qualify for any benefit or premium associated with the service, you must be 18 years or older and a resident of the U.S., Puerto Rico, the U.S. Virgin Islands or Canada, our must obtain parental permission if you're below the age of 18 and at or above the age of 12 years old; provided the other applicable provisions are met. Under no circumstances will membership will be open to children under the age of 12 years old. This service is available exclusively through ClubMAC and avails discounts to ClubMAC's Vendor Partners.

Member acknowledges that use of any particular benefit may be subject to additional terms and conditions ("Product Specific Terms of Service") that Member will be required to agree to prior to the provision of, or access to, any such benefit. Member's use of the Service requires a user name and password in order to gain access and use the Service. Member agrees to keep Member's user name and password private so that it cannot be used by others. CLUBMAC will not be liable for any damages, losses or expenses suffered by Member or any third party as a result of any unauthorized person gaining access to any of the Member only areas.

3. Membership Fee: Membership to ClubMAC for non-school owners is free.

4. Term: This Agreement will commence immediately and will conclude on the first day of the month following the Member's or ClubMAC's decision to terminate such membership. Membership will be for one year and shall automatically renew unless terminated with or without cause by Member of ClubMAC.

5. Renewal: UNLESS MEMBER NOTIFIES CLUBMAC OF HIS/HER INTENTION NOT TO RENEW THE MEMBERSHIP PRIOR TO RENEWAL BY VERBAL NOTICE, VIA A LETTER (OFFLINE) TO THE CUSTOMER SERVICE DEPARTMENT, VIA AN ONLINE CANCEL CENTER (IF AVAILABLE) OR VIA AN INTERACTIVE VOICE RESPONSE UNIT (IF AVAILABLE), THE MEMBERSHIP AND THIS AGREEMENT WILL BE RENEWED AUTOMATICALLY, EFFECTIVE THE FIRST DAY FOLLOWING THE CONCLUSION OF THE THEN-CURRENT TERM. MEMBER AUTHORIZES CLUBMAC TO BILL THE MEMBERSHIP FEE FOR EACH RENEWAL TERM TO THE BILLING DEVICE TO WHICH MEMBER'S INITIAL MEMBERSHIP FEE WAS BILLED OR TO THE CURRENT BILLING DEVICE WHICH CLUBMAC HAS IN ITS FILES FOR MEMBER.

6. Termination: CLUBMAC has the right to terminate this Agreement and the membership in the Service at any time for any reason. Moreover, CLUBMAC has the right to terminate this Agreement if it is determined that the Member provided an invalid or fraudulent information at the time he/she signed up. MEMBER HAS THE RIGHT TO CANCEL MEMBERSHIP IN THE SERVICE AT ANY TIME UPON VERBAL NOTICE, VIA A LETTER (OFFLINE) TO THE CUSTOMER SERVICE DEPARTMENT, VIA AN ONLINE CANCEL CENTER (IF AVAILABLE) OR VIA AN INTERACTIVE VOICE RESPONSE UNIT (IF AVAILABLE). EXCEPT IN THE CASE OF SPECIAL MEMBERSHIP OFFERS WHERE REFUND PROVISIONS WERE NOT SPECIFICALLY INCLUDED AT THE TIME OF ENROLLMENT, THE CANCELING MEMBER HAS THE OPTION TO REQUEST A PRO-RATA REFUND OF ANY AMOUNT OF A MEMBERSHIP FEE PAID FOR THE THEN-CURRENT TERM AND IMMEDIATELY DISCONTINUE USE OF OR RECEIVE ANY BENEFITS OF THE SERVICE; OR THE MEMBER WILL BE ENTITLED TO USE ANY BENEFITS OF THE SERVICE FOR THE REMAINDER OF THE CURRENT TERM, OWE NOTHING FURTHER AND WILL NOT RECEIVE A REFUND OF THE AMOUNT OF THE MEMBERSHIP FEE PAID FOR THE THEN-CURRENT TERM. UNDER THE SPECIAL MEMBERSHIP OFFER, NO REFUNDS WILL BE GRANTED DURING THE FIRST TERM OF MEMBERSHIP. AFTER THE FIRST TERM OF MEMBERSHIP, THE CANCELING MEMBER HAS THE OPTION TO REQUEST A PRO-RATA REFUND OF THE AMOUNT OF THE MEMBERSHIP FEE PAID FOR THE THEN-CURRENT TERM AND IMMEDIATELY DISCONTINUE USE OF OR RECEIVE ANY BENEFITS OF THE SERVICE; OR THE MEMBER WILL BE ENTITLED TO USE ANY BENEFITS OF THE SERVICE FOR THE REMAINDER OF THE CURRENT TERM, OWE NOTHING FURTHER AND WILL NOT RECEIVE A REFUND OF THE AMOUNT OF THE MEMBERSHIP FEE PAID FOR THE THEN-CURRENT TERM. The refund of the Membership Fee, if any, will be made by CLUBMAC by crediting the canceling Member's Billing Device to which Member's initial Membership Fee was billed or to the current Billing Device that CLUBMAC has in its files for Member. A canceling Member choosing to receive a refund will not receive or be entitled to use any benefits or discounts of the service after the cancellation date. A canceling member is prohibited from re-enrolling in the service for at least six (6) months.

7. Disclaimer of Warranties and Limitation of Liability: Member acknowledges that, while CLUBMAC may be the provider of some services, CLUBMAC may not be involved in actual transactions concerning some services that will be provided directly by third party suppliers ("Vendor Partners" or "Suppliers") to the Member. Member acknowledges that, in such circumstances, CLUBMAC has no control over the quality, safety, or legality of services advertised by Suppliers, the truth or accuracy of the listings or the ability of Suppliers to sell services and that orders placed by Members through the Service and communicated to Suppliers are offers by Members to purchase services from such Suppliers. CLUBMAC cannot and does not control whether or not Suppliers will accept such offers or complete the sale of services they offer. With respect to services provided by Suppliers CLUBMAC will have no liability to Member arising out of (i) the failure of any participating Supplier of any services to supply any such services on the terms offered, (ii) any delay in delivery of any services, regardless of the cause of such delay, or (iii) any defective or nonconforming services.

MEMBER EXPRESSLY AGREES THAT USE OF THE SERVICE, AND ANY PRODUCT OF SERVICE ACQUIRED THROUGH THE SERVICE, IS AT ITS SOLE RISK AND THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

CLUBMAC MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING THAT THE SERVICE WILL MEET MEMBER'S REQUIREMENTS, OR THAT MEMBER'S ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE AND CLUBMAC PROVIDES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHETHER ARISING BY USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE.

CLUBMAC MAKES NO REPRESENTATIONS OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES, INCLUDING THAT ANY SUCH SERVICES WILL MEET MEMBER'S REQUIREMENTS, AND MEMBER ACKNOWLEDGES AND AGREES THAT OTHER THAN EXPRESSLY SET FORTH IN THIS AGREEMENT THERE ARE, WITH RESPECT TO SERVICES, NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE. MEMBER ACKNOWLEDGES THAT HE/SHE IS NOT RELYING ON CLUBMAC'S SKILL OR JUDGEMENT IN SELECTING THE SERVICES AVAILABLE TO THE MEMBER.

CLUBMAC WILL NOT IN ANY CIRCUMSTANCE IN ANY CONNECTION WITH THIS AGREEMENT, INCLUDING WITH RESPECT TO ANY SERVICES, BE LIABLE FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER INDIRECT DAMAGES WHATSOEVER, INCLUDING ATTORNEY'S FEES OR COSTS OR ANY OTHER ECONOMIC LOSS WHATSOEVER, HOWEVER CAUSED AND WHETHER OR NOT FORSEEABLE, OR FOR CONTRIBUTION OR INDEMNITY IN RESPECT THEREOF, EVEN IF CLUBMAC HAS BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.

THE ENTIRE LIABILTY OF CLUBMAC, AND THE EXCLUSIVE RECOURSE OF THE MEMBER, IN THE EVENT OF ANY CLAIM(S) FOR WHICH CLUBMAC MAY PROPERLY BE HELD LIABLE UNDER AND IN ANY CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR BASIS OF LIABILITY (INCLUDING STATUE, CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, BREACH OF A FUNDAMENTAL TERM), SHALL BE LIMITED IN THE AGGREGATE (REGARDLESS OF THE NUMBER OF CLAIMS), TO THE ACTUAL PROVEN DIRECT DAMAGES SUFFERED BY THE MEMBER AND SHALL NOT EXCEED THE MEMBERSHIP FEES PAID, INCLUDING AWARDED COUNSEL FEES AND COSTS. NO LEGAL ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT, REGARDLESS OF FORM OR BASIS IN LAW, MAY BE BROUGHT BY THE MEMBER AGAINST CLUBMAC MORE THAN TWELVE (12) MONTHS AFTER THE FACTS GIVING RISE TO THE CAUSE OF ACTION HAVE OCCURRED, REGARDLESS OF WHETHER THOSE FACTS BY THAT TIME ARE KNOWN TO, OR OUGHT REASONABLY TO HAVE BEEN DISCOVERED BY, THE MEMBER. THE LIMITATION OF LIABILITY PROVISIONS OF THIS AGREEMENT REFLECT AN INFORMED VOLUNTARY ALLOCATION OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THE PERFORMANCE BY CLUBMAC OF ITS OBLIGATIONS AND RESPONSIBILITIES HEREUNDER AND SUCH VOLUNTARY RISK ALLOCATION REPRESENTS A MATERIAL PART OF THE AGREEMENT REACHED BETWEEN THE MEMBER AND CLUBMAC IN RESPECT OF THE SERVICE.

IF MEMBER IS NOT SATISFIED WITH ANY SERVICE PURCHASED OR OBTAINED FROM A SUPPLIER THROUGH THE SERVICE, INCLUDING IN THE EVENT THAT MEMBER HAS A DISPUTE WITH ONE OR MORE SUPPLIERS, CLUBMAC HEREBY DISCLAIMS AND MEMBER HEREBY WAIVES ANY RECOURSE TO OR AGAINST CLUBMAC AND AGREES TO RELEASE AND INDEMNIFY CLUBMAC FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, SUFFERED OR INCURRED BY MEMBER DUE TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES WITH SUPPLIERS.

8. Communications: Member hereby authorizes CLUBMAC to deliver any and all communications ("Communications"), including but not limited to membership information, procedures on use of the Service, changes in Service benefits, and change in fee to Member's electronic mail address or mailing address at CLUBMAC's discretion and by any means including at CLUBMAC's discretion, electronic mail. Member further authorizes CLUBMAC to deliver any Communication by sending in lieu of such Communication ("the Underlying Communication"), a notice that directs Member to an address on the World Wide Web ("Web") where the Underlying Communication is posted. Member agrees that the sending of a notice of delivery by Web posting shall constitute delivery whether or not Member actually accesses the Underlying Communication via the Web. Member agrees that he/she will not, for any reason, alter any Communication delivered electronically or otherwise. CLUBMAC does not guarantee Web access, however CLUBMAC offers Member various ways of accessing its customer service staff.

9. Taxes: All sales, use and withholding taxes, if any, due and payable on the Service or any benefit will be paid by Member or the Supplier, as the case may be, and CLUBMAC will have no liability for such taxes. However, if CLUBMAC or any taxing authority determines at any time that it is necessary for CLUBMAC to collect such taxes, Member authorizes CLUBMAC to bill the amount of such taxes, including back taxes, to the Billing Device to which Member's initial Membership Fee was billed or the current Billing Device which CLUBMAC has in its files for Member.

10. Use of Information: In order to provide the Service to Member CLUBMAC must collect and use and, in some cases provide to third parties, certain personal information provided by Member and you hereby consent to the collection, use and disclosure of such personal information in accordance with and subject to the terms of our Privacy Policy.

11. Entire Agreement: This Agreement, any Product Specific Terms of Service and the Offer Details is the entire understanding and agreement of the parties with respect to the subject matter hereof and will supersede any and all prior oral or written communications, representations or agreements, other than with respect to the initial Membership Fee and membership term to which Member agreed at the time of his or her enrollment.

12. General: If any of the terms or provisions hereof will be held to be invalid or unenforceable, the remaining terms and provisions hereof will not be affected thereby. CLUBMAC's failure to insist upon or enforce strict performance of any right or provision of this Agreement shall not constitute or be construed as a waiver of any right or provision.

13. Notice: Member must notify CLUBMAC of any change to his/her address, electronic mail address and/or Billing Device. The address, electronic mail address and the phone number for the Service's Customer Service Department are available on the Web site.

14. Assignment: This Agreement may be assigned in whole or in part by CLUBMAC at any time in its discretion. This Agreement may not be assigned by Member.

15. Governing Law and Disputes: This Agreement will be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its choice of law principles. Member agrees to settle any disputes regarding Supplier products directly with the applicable Supplier and the applicable Product Specific Terms of Service, and not involve CLUBMAC in a dispute between Member and a Supplier. With respect to any disputes between CLUBMAC and Member concerning the Service or any CLUBMAC supplied services, or with respect to disputes involving all of CLUBMAC, Member and a Supplier, CLUBMAC and Member herby agree to irrevocably submit to the resolution of any such dispute to binding arbitration in the State of New Jersey administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. Nothing herein will deprive Member of the benefits of any applicable consumer protection laws, except to the extent lawfully waived by the terms hereof. Payment of any Membership Fee or acceptance or use of any of the benefits or services of the Service will constitute the Member's acceptance of all of the terms and conditions of this Agreement.