HOME RESORT/CTC. To be a member of Resorts of Distinction, you must be a member in good standing with a Resorts of Distinction affiliated resort (your “Home Resort”) or Condominium Travel Club, Inc. (CTC). Use of your Home Resort or CTC, not use of the Resorts of Distinction program, must be the primary reason you purchased your membership. This agreement between you and Resorts of Distinction is separate and distinct from the agreement between you and your Home Resort/CTC, and Resorts of Distinction has no obligations or liability under your Home Resort/CTC contract. Resorts of Distinction does not own your Home Resort/CTC or any other Resorts of Distinction affiliated resort. If the contractual affiliation between your Home Resort/CTC and Resorts of Distinction is not renewed, or is terminated for any reason, you may no longer participate in the Resorts of Distinction program.

RESORTS OF DISTINCTION PROGRAM. Resorts of Distinction membership entitles you to participate in the Resorts of Distinction reciprocal program (the “Resorts of Distinction Program”), which allows use of facilities and amenities at all Resorts of Distinction affiliated resorts. Your participation in the Resorts of Distinction Program is subject to the terms and conditions and the rules and procedures set forth herein and set forth on the Resorts of Distinction website and/or other Resorts of Distinction publications (the “Rules”). You acknowledge that you have read and familiarized yourself with this agreement and the Rules before signing this agreement, and that the Rules are made a part of this agreement. The Rules in new Resorts of Distinction directories supersede all prior publications. The terms and conditions of this agreement and the Rules can be revised, modified or added to, in Resorts of Distinction’s sole discretion, if Resorts of Distinction believes such changes would be beneficial to the Resorts of Distinction program. Your membership in Resorts of Distinction is for one year, with no obligation to renew for subsequent years. You may terminate your membership at any time upon written notice sent by U.S. Mail to Resorts of Distinction, effective the first full month following Resorts of Distinction’s receipt of such notice. However, there is no rebate or proration of membership fees.

RESORT QUALITY. All affiliated resorts are independently owned and operated. Resorts of Distinction cannot guarantee that any particular resort will continue to remain affiliated with Resorts of Distinction. Resorts of Distinction makes no representations or guarantees regarding resort quality. Resorts of Distinction directory information is provided by the affiliated resorts and Resorts of Distinction believes all the information it contains is complete and accurate, but Resorts of Distinction is not responsible for errors or inaccuracies.

AVAILABILITY.As more fully set forth in the rules and procedures in the Resorts of Distinction website, use of affiliated resorts is subject to space availability and Resorts of Distinction cannot guarantee that your request or reservation to use a particular resort at any particular time will be fulfilled. The availability of sites at smaller and new resorts is especially limited. Space availability during more popular times and/or more popular areas of the country is also limited. Resorts of Distinction shall not be liable for any problems arising from accommodations at, or inability to use, any affiliated resort, or any other matters that affect or inconvenience your use of an affiliated resort or your vacation.

NON-RESPONSIBILITY.Resorts of Distinction is not a provider of accommodations and is not responsible for the physical or financial condition, or any aspect of, its affiliated resorts (or affiliated services/programs or offers from other third parties made available through Resorts of Distinction) or for any statements made by any agent of any of its affiliated resorts at the time a membership or product is purchased or afterwards. Any representations concerning the Resorts of Distinction Program are limited to written materials supplied or otherwise approved by Resorts of Distinction. Any other representations are not valid or binding upon Resorts of Distinction. Resorts of Distinction is not Responsible for any personal or property damage resulting from acts, omissions or negligence of any affiliated resort or its employees or agents. The relationship between Resorts of Distinction and its affiliated resorts is strictly governed by the affiliation agreement between Resorts of Distinction and the resorts, or claims regarding any affiliated resort shall be between you and the resort. Resorts of Distinction’s liability to you, in any and all circumstances, is limited to the amount you paid for your annual fee in the year such liability arose.

ANNUAL FEE/TERM.You are required to pay Resorts of Distinction an annual fee, at the then current rate, if you wish to be a Resorts of Distinction member and participate in the Resorts of Distinction Program. Any member who allows their Resorts of Distinction membership to lapse for more than 90 days will be required to pay a reinstatement fee of $150.00 in addition to the then current annual fee.

TRANSFERABILITY. Your Resorts of Distinction membership is not transferable.

GOVERNING LAW.This agreement, and any dispute between you and Resorts of Distinction, shall be governed by the laws of the state of New York without regard to conflicts of law principles. Venue for any action at law or in equity shall be in Monroe County, New York. In the event you sue Resorts of Distinction for any reason and do not prevail, Resorts of Distinction shall be entitled to recover its attorney’s fees and litigation expenses from you.

NATURE OF MEMBERSHIP.Your Resorts of Distinction membership and right to use affiliated resorts is solely for your recreation and enjoyment. Your Resorts of Distinction membership is neither sold nor purchased as a financial investment and you receive no interest in the contract rights, assets, or business of Resorts of Distinction. Resorts of Distinction does not purport to sell, lease or otherwise devise or convey any interest in any real property. You may own only one Resorts of Distinction membership.

HEADINGS. The headings in this agreement are for convenience, and are not to be used to interpret this agreement.

TRAVEL ACCOUNT.To travel in the Resorts of Distinction system you must activate your Travel Account by purchasing Travel Credits (as of 1/1/2011, Travel Credits can be purchased for one dollar each). Travel Credits will be used for site night reservations, rental units, ancillary products, site night fees, etc. In order to travel in the ROD system, you must have a balance of at least 25 Travel Credits. Anytime while the membership is active, or within one year after termination/expiration of your membership, you may request a refund of your Travel Account balance by sending a written request to: Resorts of Distinction, Travel Account Manager, P.O. Box 100, Valentines, Virginia 23887. A $5 administration fee will be imposed. Any Travel Credits remaining in the travel account one year after termination/expiration of the membership are not refundable.