HOTEL SOURCING

ALLIANCE MEMBERSHIP AGREEMENT AND TERMS AND CONDITIONS

(Full Hotel Member)

IMPORTANT - PLEASE READ THE FOLLOWING ALLIANCE MEMBERSHIP CAREFULLY YOU BEFORE REGISTER AS AN ALLIANCE GUEST MEMBER

THIS HOTEL SOURCING ALLIANCE MEMBERSHIP AGREEMENT AND TERMS AND CONDITIONS ("Membership Agreement" or this "Agreement") dated as of the day that you accept this conditions in the hotel registration page of the Hotel Sourcing Alliance Website www.hotelsourcing.com is a legal agreement between a FULL HOTEL MEMBER (described in the registration form) and Hotel Sourcing Corporation, a Texas Corporation, ("HOTEL SOURCING") as creator and owner of the HOTEL SOURCING ALLIANCE ("Hotel Sourcing"), whereby the hotel will become a FULL HOTEL MEMBER of the HOTEL SOURCING ALLIANCE (the "ALLIANCE") with the privileges and obligations as described herein.

1.  Membership.  Member hereby agrees to become a FULL HOTEL MEMBER in the ALLIANCE.  As a FULL HOTEL MEMBER you are accessing software and associated materials and documentation that have been created for Hotel Sourcing and its Alliance Members (collectively the "Software").   By using the Software, and by accepting any Software updates from time to time, you acknowledge that you have read and understood this Alliance Membership Agreement, and agree to be bound by its terms and conditions.  The membership is non-transferable.

2. Full Hotel Member's Data.  FULL HOTEL MEMBER agrees to provide HOTEL SOURCING information related to such property's attributes and offerings to the corporate travel market ("Full Hotel Member's Data") for input into the ALLIANCE's data base (the "Data Base").   In addition, FULL HOTEL MEMBER agrees to complete a "Customer of Choice" form intended to collect information regarding the Full Hotel Member's corporate client attributes when doing business with a corporate account. Full Hotel Member will use its best efforts to deliver all information requested by HOTEL SOURCING in the format requested by HOTEL SOURCING from time to time.  All information provided to the ALLIANCE by any Member and all analyses of such information provided by HOTEL SOURCING shall become the property of the ALLIANCE.

3. Deliverables of the ALLIANCE for Full Hotel Members

Supplier Value Map Listing. Property will get an HSA Rating and will be listed in the property's destination value map of all corporate members.

Corporate Score Cards.  Access to corporate score cards of all corporate members with room night production in the property's destination.

Hotel Sourcing Score Cards.  Access to Hotel Sourcing score cards of all corporate members with room night production in the property's destination.

4. No Endorsement Policy.   HOTEL SOURCING and the HOTEL SOURCING ALLIANCE make no recommendations or endorsements to Corporate Members concerning which hotels or Full Hotel Members that Corporate Members should utilize, or recommendations to Full Hotel Members regarding the quality or quantity of any Corporate Member or its travelers as customers of any hotel.

5. Reliability of Data.  The ALLIANCE's function is to provide its Members data from the ALLIANCE's Data Base based upon historical Members' Data, which has been analyzed and processed by the ALLIANCE through HOTEL SOURCING's Program.  HOTEL SOURCING and the ALLIANCE will use their best efforts to verify Members' Data as provided; however, they cannot verify all Data provided to the ALLIANCE by its Members upon which the ALLIANCE is basing the scores and value maps, and relies on the truthfulness of its Members' Data as provided. HOTEL SOURCING and the ALLIANCE make no representations or warranties, express or implied, concerning any Member, or their employees, agents or hotel facilities or accommodations, or any Member's Data.

6. Full Hotel Membership fee/term.  Member agrees to pay the annual Membership Fee of $550.00 US dollars.  The Member's membership in the ALLIANCE is for one year starting the day of the signature (on-line I Accept) of this agreement. Following the initial term of membership for a Member, the Member's membership shall automatically renew for a successive one (1) year period upon the expiration of each preceding term at the then current Membership Fee, unless Member notifies HOTEL SOURCING of Member's intention to terminate its membership prior to the expiration of the then current term.  Any Member may cancel its Membership at any time; however, there are not refunds for paid-in fees.  Upon cancellation, such Member's account will be closed and all access to the ALLIANCE Web Site will be prohibited.

7. Ownership.  The HOTEL SOURCING ALLIANCE and the Program are the sole and exclusive property of HOTEL SOURCING, including all intangible and intellectual property rights, processes, formulas and concepts, data provided to HOTEL SOURCING and/or the ALLIANCE by Members, and all processed data.  Membership in the ALLIANCE grants Member no rights whatsoever in HOTEL SOURCING, the ALLIANCE itself, or in the Program, processes, formulas, concepts or the Processed Data, and Member expressly waives and disclaims any such rights.  HOTEL SOURCING shall have sole and exclusive control over operations and membership in the ALLIANCE.

8. Non-payment of Fees.   Member shall be responsible for prompt payment of all charges for  membership fees or other services provided by or through the ALLIANCE.  If Member fails to pay for any goods or services, Member shall be responsible to reimburse HOTEL SOURCING for all fees, costs and expenses (including reasonable attorneys' fees, collection agency fees and court costs) incurred in collection efforts.

9. Membership Agreement/Benefits Changes. HOTEL SOURCING reserves the right, in its sole discretion, to modify the terms and conditions of this Member Agreement, or to modify, cancel, terminate or suspend benefits at any time, with any such change to become effective on the date specified in the notice. Member will be notified either by e-mail or by a Web Site notice of material modifications to this Membership Agreement. Continued participation in the ALLIANCE following the date of the notice will indicate Member acceptance of any such changes. If any modification is unacceptable to Member, Member's only option is to notify HOTEL SOURCING that Member desires to cancel its Membership.

10. Privacy and Security.  HOTEL SOURCING and the ALLIANCE do not give, sell, rent, share or trade any information regarding members of the ALLIANCE to any third party, with the exception of third-party contractors or service providers who are contractually prohibited from other use of the information.  In addition, HOTEL SOURCING and the ALLIANCE may disclose non-specific identifiable or identifying information about a member to other members.  Member agrees to use information obtained through the ALLIANCE exclusively for the purposes expressed in this Agreement and not otherwise.

 11. Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, HOTEL SOURCING AND THE HOTEL SOURCING ALLIANCE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE BENEFITS, SERVICES OR PRODUCTS AVAILABLE TO MEMBERS HEREUNDER, ALL OF WHICH ARE PROVIDED ON AN "AS IS" BASIS, AND EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.  HOTEL SOURCING AND THE ALLIANCE DO NOT PROMISE, WARRANT OR GUARANTEE THAT ANY MEMBER WILL BE SATISFIED WITH ANY RATING OR SCORE ASSIGNED TO SUCH MEMBER BY THE ALLIANCE THROUGH USE OF THE PROGRAM.

12. Limitation of Liability. IN NO EVENT SHALL HOTEL SOURCING OR THE ALLIANCE BE LIABLE TO ANY MEMBER, FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH (A) ANY PRODUCT, SERVICE OR BENEFIT AVAILABLE TO MEMBERS PURSUANT TO THIS MEMBERSHIP AGREEMENT, OR (B) THE PERFORMANCE OR NON PERFORMANCE BY HOTEL SOURCING OR THE ALLIANCE.  

13. Non-Compete/Non-Circumvent Agreement.  Member acknowledges that the ALLIANCE, the Program and the Data Base are proprietary assets of HOTEL SOURCING, and that by virtue of its membership in the ALLIANCE, Member will be provided trade secrets and other confidential and proprietary information of HOTEL SOURCING, the ALLIANCE and other Members (the "Information").  Member acknowledges the Information furnished or provided to Member by HOTEL SOURCING or the ALLIANCE, including other Members' Data, is being furnished by  HOTEL SOURCING in strict confidence and only in strict compliance with the terms described herein.  Member warrants that the Information will not be disclosed to or shared with any other person or entity for any reason whatsoever without the prior written consent of HOTEL SOURCING. Member agrees to treat the Information with the utmost degree of care to avoid disclosure.  Member agrees not to circumvent HOTEL SOURCING by using any of the Information to participate in an alliance, association or any other entity that is similar to or would be in competition with HOTEL SOURCING or the ALLIANCE.  Member acknowledges the Information disclosed by HOTEL SOURCING is proprietary or trade secret and in the event of any breach, HOTEL SOURCING shall be entitled to injunctive relief in addition to other remedies.

14. Jurisdiction/Venue.  THIS MEMBER AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND EXCLUSIVE VENUE OF ANY CLAIM OR CONTROVERSY SHALL BE DALLAS COUNTY, TEXAS.