Adestinn^® Vacation Savings Match Program Member Agreement

The Adestinn^® Vacation Savings Match Program ("Program") and its benefits are offered at the sole discretion of Adestinn, LLC ("Adestinn"). By enrolling in the Program, the Member agrees to be bound by these terms and conditions, and any amendments made to them from time to time, and any rules, policies or procedures that may be adopted by Adestinn from time to time ("Program Rules").

1. Program Description. The Program is designed to help program participants ("Members") fund vacations. It allows Members to contribute after tax income into an Adestinn^® Vacation Savings Account ("Vacation Savings Account") to be used for personal/vacation travel. For every $1.00 a Member contributes to his or her Vacation Savings Account (other than their Annual Deposit, as defined below) the Member will receive a Credit (as defined below) in an amount equal to $0.50.


2. Credits. For purposes hereof, "Credit" means a matching credit to the Member's Vacation Savings Account in the form of a vacation credit that may be used by such Member when booking a hotel/vacation through the Program. Credits are not redeemable for cash or any other form of credit and have no value until presented for redemption in accordance with the terms and conditions of the Program. Credits have no fixed or ascertainable cash value. Members have no ownership interest in accrued Credits and accrued Credits do not constitute property of the Members. Use of the word "earn" in marketing materials in relation to Credits will mean "accrue" and will not infer that the Credits have any value until they are presented for redemption. Credits may not be purchased or sold and are not transferable. Credits will expire upon the occurrence of any of the following events:


1. Credit has not been used within three years of the date of its issuance.
2. Three years after the Member's provider ceases to be a participating sponsor of the Program.
3. The withdrawal of qualifying Contributions from their Vacation Savings Account.
4. The Member closes their Vacation Savings Account. or
5. The death of the Member.


3. Vacation Savings Account. Member Contributions will be deposited and held with a financial institution that is FDIC insured and Adestinn will act as the custodian of the account.


1. Member shall link a United States financial institution that the Member designates to their Vacation Savings Account. Contributions ("Contributions") to the Member's Vacation Savings Account will be taken from this linked financial institution on a regular, periodic basis by direct transfer of funds.
2. The amount and timing of these Contributions are set by Member and may be changed at the Member's discretion, subject to the Annual Deposit requirements set forth in Section 4, below.
3. Requests for transfer of Contributions will be submitted to the bank two business days prior to the date set by Member for transfer, in order to be processed on the transfer date. Changes to the amount or timing of Contributions after submission to the bank will not be reflected until the following transfer date.
4. Should a transfer of Contributions fail and Adestinn receive a notice from the Member's United States financial institution of Insufficient Funds or other similar cause of failure:
   1. An attempt to notify the member will be made.
   2. Member will be assessed a $35 penalty per incident.
   3. Penalty will be taken from Contributions (if possible), and Member will lose the associated matching credit.
5. Members may withdraw any or all of the unused cash balance of the Contributions in their Vacation Savings Account, without interest at any time. There is no penalty for such withdraw.
6. Withdraws from the Member's Vacation Savings Account will be deposited by direct funds transfer back into their United States financial institution from which they were originally taken. If this financial institution or account is closed or not available, a check will be sent by US Mail to the physical address of record in the Member's Vacation Savings Account.


4. Annual Deposit. Upon joining the Program and on an annual basis thereafter, the first $100 contributed by a Member into their Vacation Savings Account in a given saving year shall be their Annual Deposit ("Annual Deposit"). This Annual Deposit is required to be contributed by the Member into their Vacation Savings Account. This Annual Deposit serves to open and maintain the Vacation Savings Account and is available for the Member to spend on personal vacations. The Annual Deposit is not eligible for a Credit match and it is not refundable unless the Member has never used the Program to book a vacation.


5. Lump Sum Contribution. Members may make a cash Contribution up to $2,000 into their Vacation Savings Account as a Lump Sum Contribution outside of their regular periodic savings. This cash Contribution is eligible for a Credit match, subject to the Annual Deposit rules above.


6. Vacation Rebate and Vacation Bonus. Periodically Members may be eligible to receive a Vacation Rebate ("Rebate") or Vacation Bonus ("Bonus") into their Vacation Savings Account. These are not eligible for a Credit match nor are they refundable and cannot be used to pay the Tax Pass Through (as defined below) but would be available to spend on a vacation hotel booking (for room or fees). Rebates and Bonuses will expire upon the occurrence of any of the following events:


1. The Rebate or Bonus has not been used within three years of the date of its issuance.
2. Three years after the Member's provider ceases to be a participating sponsor of the Program.
3. The expiration date has passed.
4. The Member closes their Vacation Savings Account. or
5. The death of the Member.


7. Paying for Vacations. Members may book personal vacations (each a "Vacation") any time, and the vacation need not be fully funded until 10 days prior to the start of that Vacation. When booking a Vacation, Adestinn will calculate the total cost of the Vacation and compare it to the balance in that Member's Vacation Savings Account (Annual Deposit, Contribution and Credits, and any Rebates or Bonuses).


1. If the start of the Vacation is more than 10 days in the future, Adestinn will calculate the Vacation Savings Account balance using the current balance and the value of any future planned Contributions and Credit. If this calculated balance is not sufficient to fully fund the Vacation, the Member may either change or cancel the Vacation or authorize additional Contribution amounts to their Vacation Savings Account. This additional Contribution may either be made one-time or may be paid in equal partial payments along with a Member's Automatic Contributions.
2. If the start of the Vacation is less than 10 days from the date of booking, there must be enough funding in the Member's Vacation Savings Account to fund at least 75% of the total cost of the Vacation (room and any additional fees required by the hotel).
1. If there is enough funding in the Member's vacation Savings Account to cover the total cost of the booking, the Member may confirm the booking.
2. If there is at least 75% of the total cost of the booking in the Member's Vacation Savings Account but not enough to cover the total cost, the Member may either change or cancel the vacation or authorize an additional immediate one-time Contribution to their Vacation Savings Account to make up the difference.
3. If there is not at least 75% of the total cost of the Vacation in the Member's Vacation Savings Account, the Vacation cannot be booked.
3. Any booked Vacation that is not fully funded within 10 days from the start of the Vacation will be automatically cancelled by Adestinn and Member will be responsible for any cancellation fees associated with the Vacation. Adestinn will notify the Member that their Vacation is subject to this cancellation four (4) days prior to the cancellation so that the Member has the opportunity to fully fund that Vacation.
4. All Vacations will be booked in US Dollars.
5. Member agrees that they will not contest any accurate transfer of funds from Member's United States financial institution to their Vacation Savings Account that has been used for completed travel.
6. If the transfer of funds from Member's United States financial institution to their Vacation Savings Account fails for any reason, including, but not limited to: Insufficient Funds, Incorrect Account or Routing Number, or Account Closed, Adestinn will notify the Member of the failure. Member will have 5 business days or until the next scheduled transfer (whichever time is shorter), to contact Adestinn Member Support. If the Member fails to contact Adestinn within that time, the Member's scheduled transfer amount will be set to $0 (zero dollars), and Adestinn reserves the right to cancel any booked Vacations that will not be fully funded within 10 days from the start of the Vacation. Member will be responsible for any cancellation fees associated with the cancelled Vacations.
7. Adestinn reserves the right to have the travel vendor charge the Member for any missing taxes or shortfall in the total cost of the Vacation after checkout.


8. Tax Pass Through. Any taxes associated with booking a Vacation through the Program must be paid for at least 10 days prior to the start of a Vacation. Adestinn treats all taxes associated with a booking as a direct pass through and must be paid for by transferring funds from the Member's linked United States financial institution. Tax Pass Through funds are not eligible for a Credit. For bookings more than 10 days out, taxes may be paid in equal partial payments along with a Member's Automatic Contributions.


9. Cancelling a Vacation. Members may cancel a Vacation at any time but will remain subject to the terms of the cancellation policy of the Vacation vendor. Members will be provided with, and must agree to, these terms at the point of booking. If the Member is within the window of time, designated by the Vacation vendor, where there is a penalty for canceling the Vacation, Member's Vacation Savings Account will be subject to any costs from the cancellation policy. Credits may not be used to pay for a cancellation penalty. Adestinn may assist Member in recovering any funds forfeited due to a no-show or late arrival by the Member, Co-Member, or other traveler, when the no-show or late arrival is due to circumstances outside of the control of the Member, Co-Member, or other traveler. This includes but is not limited to: a death in the family or other family emergency, lost reservations, weather-related emergencies, natural disasters, fire, civil unrest and theft of identification. But Adestinn cannot assure that any funds will be recovered even in these circumstances. Adestinn will not assist the Member in recovering any funds forfeited due to a no-show or late arrival for any circumstance within the control of the Member, Co-Member, or other traveler. For example, the Member or another traveler lacks proper travel documents or fails to be able to travel due to being on the TSA's 'No Fly List'.


10. Closing a Member Vacation Savings Account.


1. Members may close their Vacation Savings Account at any time. There is no penalty or fee for closing a Vacation Savings Account. Any remaining cash Contributions in the Member's Vacation Savings Account will be returned without interest by direct deposit into the Member's linked United States financial institution account.
2. On the death of a Member or if a Member is declared incompetent:
1. Cash Contributions in a Member's Adestinn Vacation Savings Account may be released without interest by direct deposit into the Member's linked United States financial institution account upon receipt by Adestinn, in writing, of notarized documentation of the death or incapacity.
2. If it is not possible to release such cash Contributions in a Member's Adestinn Vacation Savings Account into the Member's linked United States financial institution account, other arrangements may be made with the executor or financial power of attorney, however additional documentation may be required from the executor or financial power of attorney prior to such release.
3. Any unredeemed Credits, Annual Deposit (unless the Member has never used the Program to book a Vacation), Rebates, or Bonuses in a cancelled Vacation Savings Account will be forfeited.
4. A cancelled Vacation Savings Account will have all currently booked Vacations cancelled and any cancellation fees associated with cancelling the Vacation(s) assessed to the Vacation Savings Account prior to any remaining cash Contributions being returned.
5. A cancelled Vacation Savings Account will have all sensitive information securely removed.
6. Notwithstanding all of the above or any other references, any outstanding penalties and or fees assessed to a Member's VSA shall be satisfied with a member's available VSA account balance prior to any refund or withdraw is distributed.
7. To close the account, send an email to membersupport@adestinn.com.


11. USE OF VACATION SAVINGS ACCOUNT FUNDS/CREDITS. BY PARTICIPATING IN THE PROGRAM, THE MEMBER ACKNOWLEDGES AND AGREES THAT IN CONNECTION WITH ANY REQUESTED PROGRAM BOOKING BY THE MEMBER, ADESTINN MAY, IN ITS SOLE DISCRETION, EITHER


1. PAY THE APPLICABLE PURCHASE PRICE FOR SUCH REQUESTED PROGRAM BOOKING DIRECTLY TO THE APPLICABLE VENDOR WITH CONTRIBUTIONS/CREDITS FROM THE MEMBER'S VACATION SAVINGS ACCOUNT. OR
2. PAY THE APPLICABLE PURCHASE PRICE FOR SUCH REQUESTED PROGRAM BOOKING DIRECTLY TO THE APPLICABLE VENDOR WITH HOTEL CREDITS HELD BY ADESTINN AND REIMBURSE ITSELF IN THE AMOUNT OF SUCH PURCHASE PRICE WITH CONTRIBUTIONS/CREDITS FROM THE MEMBER'S VACATION SAVINGS ACCOUNT.


12. Membership Eligibility; No Enrollment Fee. Membership in the Program is available to eligible individuals as stated in this Member Agreement. By agreeing to this Member Agreement, Members authorize Adestinn to confirm their eligibility status. Members must be at least 18 years of age or the age of majority in the Member's state or province of residence, whichever is older. The Member may designate one other person who is at least 18 years of age or the age of majority in the Member's state or province of residence, whichever is older, as a Co-Member ("Co-Member"). When booking a Vacation, the booking must be either in the name of the Member or Co-Member. Program Vacation bookings may not be sold or transferred to any other person. The Member may maintain only one Vacation Savings Account. Companies and/or other entities cannot enroll in the Program. Program memberships cannot be shared or combined by more than one individual. There is no enrollment fee for this Program.


13. Program Availability. Adestinn reserves the right to restrict, suspend, discontinue or cancel this Program upon written notice to all active Members. In that event, the Member's right to make Contributions to their Vacation Savings Account and to receive Credits will be immediately suspended. In addition, the Member's right to redeem Credits and book hotels/vacations with the funds in their Vacation Savings Account will be immediately suspended. In such event, Credits, Rebates and Bonuses will be forfeited without payment therefor, but the Member will be permitted to withdraw the unused cash balance of Member Contributions (other than the Annual Deposit) in their Vacation Savings Account without interest.


14. Membership Cancellation. Adestinn reserves the right to cancel any Program membership and revoke any and all unredeemed Credits, Annual Deposit (unless the Member has never used the Program to book a Vacation), Rebates, and Bonuses collected by any Member for any reason, including, without limitation:


1. Violation of these terms and conditions;
2. Misrepresentation of any information or any misuse of this Program.
3. Violation of any national, state or local law or regulation in connection with the use of membership privileges.
4. Commission of fraud or abuse involving any portion of this Program.
5. Having more than one active account per Member.
6. Program modification, cancelation, or other commercial conditions.
7. Physical, verbal, or written abuse of vacation vendor or Adestinn personnel. or
8. Action, in any other way, to the detriment of the Program or any of its alliances; all as may be determined by Adestinn in its sole discretion.


15. Disposition of Funds on Cancellation of Membership.


1. If the cancelation is for any reason other than fraud, the Member's Vacation Savings Account will be closed, any remaining Contributions will be returned via direct deposit into Member's linked United States financial institution account in which the last Contribution was made, minus any administrative costs, including, but not limited to, ACH processing fees, manual check processing fees, refund processing fee up to 5%, and wire transfer fees; the Member will be banned from owning any further Adestinn Vacation Savings Accounts; and any unredeemed Credits, Annual Deposit (unless the Member has never used the Program to book a Vacation), Rebates, and Bonuses will be forfeited.
2. If Adestinn suspects, as determined at its sole discretion, the Member is perpetrating fraud or violating the Member Agreement, Adestinn will freeze the Vacation Savings Account and may contact law enforcement authorities.
1. If a Member is convicted of fraud, the Member's Vacation Savings Account will be closed, any remaining cash Contributions (other than the Annual Deposit) will be disposed based on an order of a court of proper jurisdiction; the Member will be banned from owning any further Adestinn Vacation Savings Accounts; and any unredeemed Credits, Rebates and Bonuses will be forfeited.
2. If Adestinn determines, at its sole discretion, that the Member has violated this agreement, Adestinn will close the Member's Vacation Savings Account and return all remaining Contributions, (other than the Annual Deposit), without interest, by direct deposit into the Member's linked United States financial institution account in which the last Contribution was made; and the Annual Deposit and any unredeemed Credits, Rebates and Bonuses will be forfeited.


16. Accuracy of Member Information. The Member agrees to complete and accurately maintain the information about themselves and their Co-Member in the 'Your Account' area of the Adestinn Member Web site. Once entered, the first and last name and date of birth of the Member and Co-Member can only be changed by calling Adestinn. Other information in the 'Your Account' area (address e-mail and phone number, etc.) can be changed at any time. The Member also agrees that they are a valid signatory to the linked United States financial institution(s) that they designate to transfer funds into their Vacation Savings Account. Changes to the linked account(s) may only be made once in a program year by the Member. Thereafter, it may only be changed by Adestinn, for which an administration fee not to exceed $25 may be charged.


17. Changes in Terms and Conditions. Adestinn reserves the right to change, limit, modify or cancel Program terms and conditions and Program Rules (including the amount of the Credit issued in connection with Contributions by Members) in its absolute discretion, in whole or part at any time, and without liability. The Member will be bound by any such changes.


18. Notice of Changes. Any such changes will be shown in these terms and conditions on the Adestinn.com web site and will be effective immediately unless stated otherwise. A notice that a material change has been made will be placed on the web site for a reasonable period of time, but in no case for less than sixty days. Any changes to any printed version of the terms and conditions will be contained in the next reprinting of that printed version.


19. Legal rights. UNDER NO CIRCUMSTANCES, SHALL ANY OF THE ADESTINN PARTIES (AS DEFINED BELOW) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS) THAT RESULT FROM A MEMBER'S PARTICIPATION IN THE PROGRAM, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF THE ADESTINN PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Neither the Program nor any benefit offered by the Program creates, constitutes or gives rise to any legal or contractual rights by Members against Adestinn, except that such Member shall be entitled to withdraw at any time the unused cash balance of Member Contributions (other than the Annual Deposit) in such Member's Vacation Savings Account without interest. EACH MEMBER ACKNOWLEDGES AND AGREES THAT ANY CREDIT ISSUED BY A VENDOR USED BY ADESTINN IN CONNECTION WITH PROGRAM BOOKINGS MADE BY ADESTINN FOR SUCH MEMBER UNDER THE PROGRAM BELONGS TO ADESTINN, AND SUCH MEMBER HAS NO RIGHT OR CLAIM TO ANY SUCH CREDIT.


20. Data Privacy. Adestinn collects and retains personal information about Members in order to conduct the Program and to provide Members with a broad range of information in relation to tourism, hospitality and services and to assist in delivering a better service to its customers. Adestinn agrees to protect the confidentiality of such personal information and to use it solely in the performance of services under this Agreement. If the information requested is not provided, the Member may not participate in the Program. Except as may be expressly prohibited by applicable law, by enrolling in the Program, unless otherwise advised, each Member also agrees that Adestinn may use this information in accordance with Adestinn's Privacy Policy (Privacy_Policy.pdf) adopted by Adestinn and provided on Adestinn's website - Adestinn.com without any further reference, payment or other compensation to Member.


21. Liability. Adestinn, its officers, governors, owners, employees, subsidiaries, affiliates, and agents ("Adestinn Parties") make no guarantees, warranties or representations of any kind, expressed or implied, with respect to items of merchandise or products or services provided by Adestinn's vendors, and shall not be liable for any loss, expense (including without limitation, any attorney's fees), claim, damage, personal injuries, loss or damage of property (including any virus affecting the Member's computer equipment), accident or inconvenience that may arise in connection with such items or as a result of any defect or failure of such items. The Adestinn Parties and any of their third-party vendors make no warranty of any kind regarding the Program, Adestinn's website and/or any Program materials, all of which are provided on an "as is" basis. Adestinn and any third-party vendors do not warrant the accuracy, completeness, currency or reliability of any of the content or data provided in connection with the Program or found on Adestinn's website and such parties expressly disclaim all warranties and conditions, including implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement, and those arising by statute or otherwise in law or from a course of dealing or usage of trade. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply.
    
    The Adestinn Parties are not responsible for any incorrect or inaccurate information, either caused by the phone user or website user or for any of the equipment or programming associated with or utilized in this Program, or for any technical error, or any combination thereof that may occur in the course of the administration of this Program including any omission, interruption, deletion, defect, delay in operation or transmission, communications line or telephone, mobile or satellite network failure, technical problems or traffic congestion on the Internet or website, software failure, theft or destruction or unauthorized access to or alteration of applications and any injury or damage to Member's or any other person's computer related to or resulting from participation in or downloading any materials in this Program. The Adestinn Parties shall have no liability in regard to any services provided by any hotel or other vendor. The Member agrees that any claim with regard to travel services shall be made against the hotel or vendor of such services and not the Adestinn Parties. The hotels, carriers and other travel providers that supply services in connection with Program are independent contractors and are not agents of Adestinn. All materials and services provided by hotels and other suppliers are issued on the terms and conditions specified by such parties. Adestinn does not have the authority to alter those terms.


22. No Claim of Safety. Adestinn makes no claim on the safety of any of its destinations and is not liable if there are any safety-related issues with a given destination. While Adestinn may post travel warnings on its web site from time to time, it is up to Member to check with the United States Department of State (https://travel.state.gov/content/travel/en/traveladvisories/traveladvisories.html/) for any current travel warnings regarding Adestinn's destinations.


23. Restricted by Law. This Program or participation therein is not valid and/or the awarding of Credits, Rebates, or Bonuses is void where prohibited or restricted by law in the state or country of the Member's domicile. These terms and conditions shall be governed by the laws of the State of Minnesota, without regard to the conflict of laws principles thereof. The Member consents and submits to the exclusive jurisdiction of the federal and state located in the State of Minnesota, Hennepin County, in all questions and disputes arising out of these terms and conditions, the Program Rules or the Program.


24. Not Available in New York. This program is not available to residents of New York State.


25. Intellectual Property. By participating in the Program, the Member may obtain access to trademarks, patents, copyrighted materials, trade secrets, technologies, products, processes or other proprietary rights of Adestinn and/or other parties (the "Content"). No license to or right in any such trademarks, patents, copyrighted materials, trade secrets, technologies, products, processes and other proprietary rights of Adestinn and/or other parties is granted to or conferred upon the Member. Furthermore, no such Content may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way without the prior written consent of Adestinn. Members are not authorized to copy, republish, post, transmit or use such Content in any way (including email or other electronic media) for commercial use without first obtaining written consent of Adestinn.


26. Indemnification. Members are entirely responsible for maintaining the confidentiality of their username, password and Vacation Savings Account, as well as all activities that occur under their Vacation Savings Account. By participating in the Program, the Member hereby agrees to indemnify, defend and hold the Adestinn Parties harmless from and against any and all liabilities and costs (including reasonable attorneys' fees) incurred by the Adestinn Parties in connection with any claim arising out of any breach by the Member of these terms and conditions or claims arising from the Member's participation in the Program. The Member shall use their best efforts to cooperate with the Adestinn Parties in the defense of any claim. The Adestinn Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member.


27. Program Interpretation and enforcement of this Member Agreement. Interpretations and enforcement of the Program terms & conditions and Program Rules shall be at the sole discretion of Adestinn.


28. Assignment. These terms and conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The Member may not transfer or assign any of the obligations, rights or interests under these terms and conditions without the prior written consent of Adestinn and any attempted or purported assignment without such consent shall be null and void. The rights and obligations of Adestinn under the Program may be assigned or transferred by Adestinn to any other related or unrelated entity at any time, and performance thereafter shall be the responsibility of that entity.


29. Severability. If any clause or provision of these terms and conditions shall be deemed invalid or unenforceable for any reason, the remainder of these terms and conditions shall remain valid and enforceable in accordance with its terms. The invalidity or unenforceability of any term, clause or provision in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


30. Disclosure. Adestinn may compensate other entities for Member purchases under the Program.


31. Electronic Consent. By checking the "I agree to the Membership Agreement," which the Member hereby adopts as their electronic signature, the Member consents and agrees that:


1. Adestinn may provide disclosures required by law and other information about the Member's legal rights and duties to them electronically.
2. The Member's electronic signature on agreements and documents has the same effect as if they manually signed them.
3. Adestinn may send important communications and disclosures to the Member electronically to the email address that the Member has provided to Adestinn in the application or to another email address that they provide to Adestinn for that purpose.