CLUB CRUISE INC. MEMBERSHIP TERMS AND CONDITIONS
August 9, 2005

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY:
By registering on the Club Cruise, Inc. Web Site (the "Site"), or remaining a Member (as defined below) of the Site, you are deemed to have agreed to these terms and conditions of use ("Terms and Conditions"). If you do not agree to these Terms and Conditions, which includes by incorporation our Privacy Policy, you may not access or otherwise use the Site.

This Site is provided by Clubcruise.com ("CCI") for your and others' personal use, subject to these Terms and Conditions and all modifications thereto, and any other rules or guidelines that may be published from time to time by CCI on this Site. CCI reserves the right to modify the Site and any element thereof from time to time, for any reason without notice. You should check these Terms and Conditions periodically for changes, as we also reserve the right to modify them at any time. The date of the current version of these Terms and Conditions is noted above. Your use of the Site following any modifications to these Terms and Conditions or your continuation of your membership shall be deemed to be your assent to any such modifications.

CCI (sometimes "we") makes this Site available free of charge to individuals who voluntarily register on the Site ("Member" or "you") and who agree to, and abide by, these Terms and Conditions.

1. CONDITIONS FOR MEMBERSHIP
The following conditions apply to your membership with this Site:
a. Eligibility. You must be at least 18 years of age and be a legal resident of the United States of America. If you fail to meet these requirements, you may not register with the Site.
b. Provide Accurate Information. All information supplied by you when registering as a Member of the Site or in response to an offer is true and accurate (without limitation of the foregoing, the provision of any speculative, incorrect, misleading, false or fraudulent information is prohibited);
c. Refusal to Grant Membership/Right to Revoke Membership. CCI may reject any registration application from any person with or without cause at its sole discretion. CCI reserves the right to terminate a Membership account in the event that such Member provides false or misleading registration information or otherwise violates any term of these Terms and Conditions (as determined by CCI in its sole discretion). Your status as a registered Member creates only a customer relationship with CCI and does not create an employment relationship, an independent contractor relationship, an agency relationship, or any other relationship.

2. CONDITIONS FOR RECEIVING A FREE NEWSLETTER AND SPECIAL OFFFERS
In order to be eligible to receive the free offers, in addition to the conditions identified above, you must:
a. Register with a valid and deliverable email address;
b. Provide an accurate name, address, telephone number, gender and date of birth;
c. You must have your cookies enabled and you must access any advertising partner or sponsor's site through CCI. This is required so that CCI may track the status of shopping for offers and so that our advertising partners and sponsors will know that you used the Site to reach their sites.

3. ABUSE
Failure to follow these Terms and Conditions or any fraud or abuse relating to your participation in this Site and/or any advertiser offer, as determined by CCI in its sole discretion, may result in your forfeiture of your rights to the gift, as well as the termination of your account and the right to participate in future offers. We may disqualify or refuse, in our sole discretion, any redemption request that we believe to be fraudulent, illegitimate or in violation of these terms and conditions. Without limiting the foregoing, you will not:
i. Harvest, sweep, or use any other means, to collect information about Members of the Site;
ii. Maintain more than one account on the Site;
iii. Use automated means, including spiders, robots, bots, scripts, crawlers, or the like, in connection with any activity on the Site;
iv. Resell, assign, sublicense, otherwise transfer, or delegate your rights or obligations under these Terms and Conditions or your membership on the Site without prior express written authorization of CCI;
v. Modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display or in any way exploit any content on the Site; or
vi. Transfer or sell any offer you receive through this Site to any third party.

4. TERMINATION
a. Termination by You: You may terminate your membership with the Site at any time. You understand that your termination of membership may impact your participation in offers provided on the Site depending upon the terms governing such offers.
b. Termination by Club Cruise, Inc.: CCI reserves the right to terminate your membership without notice, with or without cause, at its sole discretion, for any reason, including, but not limited to:
(i) Your breach of any provision of this Agreement;
(ii) Any conduct by you which is or may reasonably be believed to be contrary or detrimental to the business interests or reputation of CCl; or
(iii) Any action taken by you that harms or potentially harms any CCI relationship with its registered Members, users, suppliers, and/or providers of Third Party Promotions.
(iv) Inactivity.

If CCI terminates your membership, you will be ineligible to re-enroll as a registered Member at any future date, unless otherwise specified by us.

5. MODIFICATION
This Site is provided by CCI for your personal, use, subject to these Terms and Conditions and all modifications thereto, and any other rules or guidelines that may be published from time to time by CCI on this Site. CCI reserves the right to modify the Site and any element thereof from time to time, for any reason without notice. You should check these Terms and Conditions periodically for changes, as we also reserve the right to modify them at any time. The date of the current version of these Terms and Conditions is noted above. Your use of the Site following any modifications to these Terms and Conditions or your continuation of your membership shall be deemed to be your assent to any such modifications.

6. COMPLIANCE WITH LAW
By visiting this Site or participating in any offers or promotions available on or through the Site, you agree to comply with all relevant local, state, provincial, and national laws and/or regulations that may be applicable to your visitation and/or participation.

7. YOUR RELATIONSHIP WITH OUR ADVERTISING PARTNERS AND SPONSORS
You understand and agree that, in addition to these Terms and Conditions, the Site will be governed by the terms and conditions applicable to a promotion or offer.
The Site may display and make available content, promotions, advertisements, and offers for goods and services provided by third parties, including, but not limited to, our advertising partners and sponsors ("Third Party"). You understand and agree that we shall not be responsible and shall have no liability for any Third Party promotion or Third Party product or service, or for your activities on any third party sites for whom we display offers ("Third Party Site Activity"), and that you participate in or choose to click on a Third Party promotion, purchase and/or use a Third Party product, or participate in a Third Party Site Activity solely at your own risk. You agree that your sole remedy in connection with any Third Party promotion, Third Party product or service, or Third Party Site Activity will be with the applicable third party offering the promotion, product or Third Party Site Activity and that you shall have no remedy against us arising from your use of (or participation in), or inability to use (or participate in), any Third Party promotion, Third Party product or service, or Third Party Site Activity.

8. LINKED SITES
You may be able to link to third parties' Web sites ("Linked Sites") from the Site. Linked Sites are not, however, reviewed, controlled or examined by CCI in any way and CCI is not responsible for the content, availability, advertising, products or other materials of any such Linked Sites, or any additional links contained therein. Except as otherwise noted on the Site, these links do not imply CCI's endorsement of or association with the Linked Sites. It is your sole responsibility to comply with the appropriate rules and guidelines, if any, applicable to the use of the Linked Sites. In no event shall CCI be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of links to the Linked Sites, the Linked Sites themselves, your participation in activities on such Linked Sites, or the information, material, products or services accessed through these Linked Sites. You should direct any concerns to that site's administrator. CCI reserves the exclusive right, at its sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Site and/or introduce different features or links to different Members.
Other sites may link to the Site only through a plain-text link. Permission must be granted by us for any other type of link. To seek our permission, you may write to CCI at the address under contact us. We reserve the right, however, to rescind any permission granted by us to link through a plain-text link or any other type of link, and to require termination of any such link to the Site, at our discretion, at any time.

9. PRIVACY POLICY
The information collected and used on the Site is governed by CCI Privacy Policy.

10. INFRINGEMENT AND REGULATORY COMPLAINTS
CCI will cooperate with any law enforcement authorities and comply with any judicial order requesting or directing us to disclose the identity of anyone uploading, downloading, or posting materials, or otherwise using this Site in violation of any applicable federal, state, or local laws.

11. DISCLAIMER OF WARRANTIES
Except as expressly set forth herein, CCI is not responsible for any incorrect or inaccurate information or entry of information, whether caused by Members and of the Site or by any of the equipment or programming associated with or utilized in connection with the Site or the products or services provided on or through the Site (including, without limitation, any gift you receive through this Site), or by any technical or human error which may occur in the processing of information received by us. CCI assumes no responsibly for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or authorized access to, or alteration of, information received or submitted in connection with the Site. CCI is not responsible for any problems, errors or technical malfunction of any telephone network or lines, computer on-line systems, servers or providers, computer equipment, or software, or any failure of e-mail on account of technical problems or traffic congestion on the Internet or at any web site or combination thereof, including injury or damage to participants or to any other person's computer related to or resulting from use of the Site or Site Content.

THIS SITE, INCLUDING THE SITE CONTENT AND PRODUCTS AND SERVICES PROVIDED OR OBTAINED THROUGH THIS SITE (INCLUDING, WITHOUT LIMITATION, ANY GIFT YOU MAY RECEIVE), ARE PROVIDED ON "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, CCI, AND ITS PARENT, SUBSIDIARIES, PARTNERS, AGENTS, AFFILIATES, LICENSORS, ADVERTISORS, SUCCESSORS AND ASSIGNS SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, APPROPRIATENESS, RELIABILITY, TIMELINESS, USEFULNESS, OR OTHERWISE OF THE SITE, AND THE SITE CONTENT; AND (ii) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CCI DOES NOT WARRANT OR GUARANTEE (1) THAT ANY PORTION OF THE SITE OR THE SITE CONTENT WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR (2) THAT ACCESS TO THE SITE OR SITE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU INSOFAR AS THEY RELATE TO IMPLIED WARRANTIES.

12. LIMITATION OF LIABILITY
IN NO EVENT WILL CCI, ITS PARENTS, SUBSIDIARIES, PARTNERS, AGENTS, AFFILIATES, LICENSORS, ADVERTISERS, SUCCESSORS AND ASSIGNS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES AND SHAREHOLDERS BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, DIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE SITE OR SITE CONTENT, OR ANY PRODUCTS OR SERVICES PROVIDED OR OBTAINED THROUGH THE SITE (INCLUDING, WITHOUT LIMITATION, ANY GIFT YOU MAY RECEIVE), EVEN IF ALL SUCH PARTIES SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF THE SITE OR THE SITE CONTENT, OR ANY PRODUCTS OR SERVICES PROVIDED OR OBTAINED THROUGH THE SITE (INCLUDING, WITHOUT LIMITAION, ANY GIFT YOU MAY RECEIVE).

13. INDEMNIFICATION
You agree to defend, indemnify and hold CCI, its parents, subsidiaries, partners, agents, affiliates, licensors, advertisers, successors and assigns and their respective officers, directors, employees and shareholders harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from, in connection with or as a result of your use or inability to use the Site and or site content (including, without limitation, any cruise ticket you may receive), any information provided to you by the Site, or any violation of these Terms and Conditions by you.

YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH RELEASES. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IS KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, or relating to, your use of the Site or Site Content must be filed within one (1) year after such claim or cause of action arises, or forever be barred.

14. GOVERNING LAW/JURISDICTION
You agree that the laws of California, excluding its conflicts-of-law rules, shall govern your use of the Site, the Site Content, and these Terms and Conditions. Your use of the Site may be subject to other local, state, national, and international laws. You expressly agree that any dispute and/or claim arising out of or in connection with your use of and/or inability to use the Site and/or Site Content shall be submitted to individual arbitration without resort to litigation before any state or Federal Court, and that such arbitration shall be heard in the County of Placer, State of California, before a single arbitrator using the Commercial Rules of the American Arbitration Association.

We control and operate this Site from our offices in the United States of America. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access this Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

15. MISCELLANEOUS
All of these Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be modified or eliminated to the minimum extent necessary and the remaining provisions shall be enforced. These Terms and Conditions constitute the entire agreement between the parties hereto, and supersede any other agreement, promise, or practice between the parties relating to the subject matter hereto. We reserve the right to terminate these Terms and Conditions and/or to terminate your access to and ability to use the Site (or any portion thereof), at any time (with or without notice). No waiver by either party of any right hereunder shall constitute a waiver of this or any other right.

The works of authorship contained in this World Wide Website, including but not limited to all design, text, sound recordings and images, are owned, except as otherwise expressly stated, by CLUB CRUISE or one of its subsidiaries. Except as otherwise expressly stated herein, they may not be copied, transmitted, displayed, performed, distributed (for compensation or otherwise), licensed, altered, framed, stored for subsequent use or otherwise used in whole or in part in any manner without Club Cruise's prior written consent.