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MEMBERSHIP AGREEMENT

Member hereby contracts with Pegasus Business Intelligence LP DBA Onyx Payments (“Onyx”) as follows:

Definitions:

“Agreement” means this Membership Agreement and the attached Enrollment/Update Form.

“Commission” is a payment owed to Member for distribution services provided by Member, whether such payment is in the form of a percentage commission or payment, payment of a flat fee or payment of an incentive or override.

“Member Commissions” is the aggregate amount of Commissions received by Onyx from all Participants, less any applicable fees due from Member to Onyx and any applicable taxes.

“Member Commission Statement” is a record of all Participant Commission Records communicated to Onyx with respect to a given payment of Member Commissions.

“Participant” is an entity that is subject to an agreement pursuant to which Onyx processes such party’s payment of Commissions.

“Participant Commission Record” is a record (a) of the determination by a Participant of the amount of one or more Commissions due to Member; and (b) that is communicated to Onyx by such Participant for processing by Onyx Commission Processing.

“Payment Period” means the period of time to which a payment of Member Commissions relates.  The length of each Payment Period may vary depending upon the Onyx distribution frequency cycles selected by Participants.

“Onyx Commission Processing” is the trade name for Onyx’ services described in Section 1 below.

“Underpayment” means the payment of funds to Onyx by a Participant relating to Onyx Commission Processing in an amount less than the amount specified by Onyx for such payment.

1. Onyx Commission Processing.  Onyx shall, within fifteen (15) business days after the end of each Payment Period, or as otherwise agreed by the parties, (a) consolidate by Participant those Participant Commission Records and Commissions received by Onyx with respect to such Payment Period; (b) transmit to Member the Member Commission Statement related to such Payment Period; (c) distribute to Member, in the currency determined in accordance with Member’s Enrollment Form, the Member Commissions relating to such Payment Period.  Onyx shall have no obligation to distribute to Member any amount relating to an Underpayment until Onyx receives the balance of the Underpayment from the relevant Participant.

2. Member Duties.  Member shall (a) refrain from acting to circumvent the processing of all Commissions pursuant to this Agreement; (b) provide Onyx with all Member ARC/IATA/TIDS numbers, and promptly notify Onyx of any additions and changes to, deletions of, such numbers; and (c) promptly, after receiving notice from Onyx, repay to Onyx any amounts paid in error to Member pursuant to this Agreement.

3. Affiliates.  The parties agree that, in addition to Member, (a) Onyx shall provide Onyx Commission Processing pursuant to this Agreement to any travel agencies affiliated with Member (“Affiliates”) that are designated by Member to receive the services; (b) the terms of this Agreement shall be applicable to each Affiliate; and (c) Member shall cause each Affiliate to observe and comply with the same.  Member represents and warrants to Onyx that it has the right, power and authority to direct Onyx to provide Onyx Commission Processing to each Affiliate designated by Customer to receive the services.  Member shall indemnify, defend and hold harmless Onyx and its subsidiaries, and the officers, directors employees and agents of the same, from and against all losses, claims, liability, costs, damages, fines, and expenses (including all legal costs) incurred or suffered by any of the indemnified parties that arise out of or in connection with Member’s breach of the representation and warranty in the preceding sentence.

4. Fees.  Member shall pay Onyx a fee equal to 5 percent (5%) (or, if Member is affiliated with an approved consortium, the percentage offered to other affiliates of the consortium if lower than ten percent) of the total Commissions paid by Participants to Member as set forth on the related Member Commission Statement, plus costs associated with any banking fees, plus any applicable taxes.  Fees, costs and taxes due from Member to Onyx shall be deducted by Onyx from the Commissions paid by Participants to Member.

5. Additional Terms.  If a dispute arises between Member and a Commission payor with respect to any matter, Onyx shall have no obligation or liability with respect to such dispute and Member agrees that Member shall be solely responsible for resolving the dispute and/or collecting any Commission due and agrees to indemnify Onyx for any liability incurred by Onyx relating to such dispute. Member hereby releases Onyx and its subsidiaries and affiliates from any and all liability for any loss, cost or damage incurred by Customer that results from the act or omissions of any third party in providing wire transfer, direct deposit or related services in connection with this Agreement.  Member acknowledges that Onyx incurs costs and risks in converting currency for the benefit of Member and agrees that Onyx may include its risk assessment fee in the exchange rate to cover these items.

6. Disclaimer.  Member agrees that the services to be rendered by Onyx pursuant to this Agreement are those of a clearinghouse only and, accordingly (a) Onyx’ obligation to make payments to Member is limited to Member Commissions actually received by Onyx, (b) under no circumstances shall Onyx be responsible for collecting Commissions owed to Member or for uncollected Commissions due to Member, and (c) at its discretion Onyx may return to the payors of the same those Member commissions that are undeliverable to, or remain unclaimed by, Member.  Onyx shall not be responsible or liable for any inaccuracy in the information provided to Member in the Member Commission Statement or any other report.  If Onyx fails in any respect to perform the services set forth herein, it shall not under any circumstances be liable for uncollected Commissions due to Member.  MEMBER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS AGREEMENT BY ONYX SHALL BE TERMINATION OF THIS AGREEMENT AND ENTITLEMENT TO MEMBER COMMISSIONS ACTUALLY RECEIVED BY ONYX AND NOT DISTRIBUTED TO MEMBER.  ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR GOOD AND WORKMANLIKE PRODUCT OR SERVICE, ARE DISCLAIMED BY ONYX AND WAIVED BY MEMBER. Neither party hereto shall be liable to the other party for any indirect, incidental, consequential or punitive damages.  If a failure or delay in the performance of this Agreement results from an act of God, labor strike, terrorist act or other events beyond the control of the party obligated to perform, such failure or delay shall not constitute a breach of this Agreement.

7. Term and Termination.  The term of this Agreement shall be three years from the date of Member’s execution, and shall be automatically renewed for additional, successive one year periods thereafter unless either party gives ninety days prior notice of its intent not to renew.   Notwithstanding the foregoing, this Agreement may at any time be terminated by either party with ninety days notice.

8. Governing Law.  This Agreement will be governed by the laws of Texas, USA, without regard to its conflict of laws principles, and exclusive venue for any dispute relating to this Agreement will be in Dallas County, Texas.

9.       Miscellaneous.

(a) Any notice given hereunder shall be in writing and shall be delivered by hand, certified mail, facsimile transmission or overnight delivery service.

(b) Onyx or Member may disclose the existence of this Agreement in releases to the public or otherwise but agree that the terms of this Agreement shall be kept confidential.  Onyx may use Member’s name and address in any listing, advertisement or promotional material to indicate that Member has signed this Agreement and endorses Onyx Commission Processing.

(c) Any proprietary information disclosed to Member by Onyx or its representatives shall be treated as confidential and not disclosed to any third party without Onyx’ prior approval.

(d) This Agreement constitutes the entire agreement between Onyx and Member with respect to the subject matter of this Agreement and supersedes and replaces any and all other agreements and representations, verbal or written, with respect to the subject matter of this Agreement.

(e) This Agreement may not be amended or modified other than by a written agreement executed by Member and Onyx.

(f) Member shall not assign any of its rights under this Agreement without the prior written consent of Onyx.  This Agreement shall be binding upon and shall inure to the benefit of the heirs, successors and assigns of the parties hereto.

Signature:

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