Terms and Conditions for

Vantage Gold Card™ Acceptance By Members


1. SCOPE OF THIS AGREEMENT: DEFINITIONS AND GENERAL

PROVISIONS

a. Scope. This document, the accompanying Application to accept the Card ("Application), and our other policies and procedures (which we may amend from time to time) constitute your Agreement to accept Vantage Gold Cards™ in Canada and/or the United States of America. By accepting our Cards you agree to be bound by this Agreement.

b. Definitions.

Affiliate means any entity that controls, is controlled by, or is under common control with either party, including its subsidiaries.

Agreement means this document, the accompanying Application, and our other policies and procedures (which we may amend from time to time).

Card means the Vantage Gold Card™ as duly issued by us to our users under our form of User Agreement and which is contained in an Apple I Phone application.

Cardmember means the person whose name appears on the Card.

Establishments means all of your and your Affiliates' locations, outlets, websites, online networks, and all other methods for selling goods and services, including methods that you adopt in the future.

I Phone means the Apple I Phone device, which we have chosen as the platform for our Vantage Gold Card™ privilege facility.

Marks mean names, logos, service marks, trademarks, trade names, taglines, or other proprietary designations.

We, our, and us mean Vantage Hospitality Inc., a Canadian Corporation.

You and your mean the entity accepting the Card under this Agreement.

Other defined terms appear in italics in the body of this Agreement.

c. List of Affiliates. You must provide to us a list of your Affiliates conducting business in your industry and notify us of any subsequent changes in the list You must notify us if you have any Establishments in the United States (U.S), Puerto Rico, the U.S, Virgin Islands, and any other U.S. territory and cause them to comply with an addendum to this Agreement governing Card acceptance there (U.S. Addendum).

d. For Your Use Only. This Agreement covers only you.

2. ACCEPTING THE CARD

a. Acceptance. You must accept the Card as a "VIP" or preferred entry or other privilege or hospitality facility at the Establishment to which your accompanying Application relates when presented by our users as an Apple IPhone application display. You agree that Sections 2.a. through 2.d. are reasonable and necessary to protect the Cardmember's choice of which Card to use and that privilege cards are interchangeable.

b. Communicating Privilege Methods. Whenever you communicate the privilege methods you accept to customers, you must indicate your

acceptance of the Card and any Third Party Products (if applicable) and display our Marks (including any Card application forms we may provide you and, if applicable, any Third Party Marks according to our guidelines and as prominently and in the same manner as any other privilege cards, services, or products (collectively, Other Privilege Products).

c. Conduct with Cardmembers. You may apply commercially reasonable rules to the use of the Card, (including a periodic PIN number) but you must not: (i) try to dissuade Cardmembers from using the Card; (ii) criticize or mischaracterize the Card or any of our services or programs; or (iii) impose any restrictions, conditions, or disadvantages when the Card is accepted that beyond those which are set out in the Card.

d. Other Conduct. You must not: (i) engage in activities that harm our business or brand; or (ii) indicate or imply that you prefer, directly or indirectly, any Other Privilege Products over the Card.

e. Prohibited Uses, You must not accept the Card for: (i) illegal business transactions; or, (ii) other items of which we notify you. You must not use the Card to verify your customer's age.

3. NOTICES

a. Delivery and Receipt. Unless otherwise explicitly provided for herein, all notices hereunder must be in writing and sent by hand delivery; or by first-class mail, postage prepaid; or by expedited mail courier service or by electronic mail ("e-mail"); or by facsimile transmission, to the addresses set out below. Notices will be deemed received and effective according to the following: a) upon delivery, if hand-delivered; b) upon the earlier of (i) the next business day after being sent or (ii) upon receipt, if sent by e-mail or facsimile transmission; or c) upon the earlier of (i) three days after mailing or (ii) receipt if mailed. Notices sent to us will be processed in accordance with our policies and procedures which may require you to provide us with additional information or documentation to be effective. If the addressee provided for below rejects or otherwise refuses notice or if notice cannot be delivered because the address for notice has changed but to which delivery of notice was attempted, then notice is effective upon the rejection, refusal or attempt to deliver.

b. Our Notice Address. Unless we notify you otherwise, you will send notices to us at:

Vantage Hospitality Inc.

Suite 204 - 250 McDermot Avenue

Winnipeg, Manitoba, Canada, R3B 0S5

Attention: William T. S. D. Kiely, President

Fax: 1-204-942-1580

E-mail: members@vantagegold.com .

c. Your Notice Address. We will send notice to you at the address, electronic mail address, or facsimile number you indicated on your Application. You must notify us immediately of any change in your notice address.

4. INDEMNIFICATION AND LIMITATION OF LIABILITY

a. Indemnity. You will indemnify, defend, and hold harmless us, any Third Party, and our Affiliates, successors, and permitted assigns from and against all damages, liabilities, losses, costs, and expenses, including legal fees,
arising or alleged to have arisen from your breach, negligent or wrongful act or



(ii) If we have reason to believe, in our sole discretion, that you are involved in any way in fraudulent or illegal business transactions or activities;

(iii) If you are wound up, dissolved or liquidated or if any trustee in powers is appointed in respect of you, or you become insolvent or bankrupt or make or agree to any filing for the purposes of protection from creditors; or,

(iv) We in good faith believe the prospect of performance of the obligations under this Agreement is impaired.

You agree to notify us within 24 hours if any of the events described in sub-sections (i) through (iii), above, occur.

f. Discontinuance of Accepting Third Party Products. Notwithstanding anything in this Agreement, we may require you to discontinue acceptance of any Third Party Product at your Establishment(s).

6. DISPUTE RESOLUTION AND ARBITRATION

a. Asserting a Claim. The parties agree to use commercially reasonable efforts to settle any Claim within 30 days following the time that a Claim is raised or shorter time period as either party may determine. All Claims will be resolved exclusively by arbitration pursuant to this section 6, except as otherwise provided for herein. Claim means any claim, dispute, or controversy between you and us whether contractual, extra-contractual, tortious or statutory arising from or relating to this Agreement or the relationship resulting from this Agreement, including the validity or enforceability or scope of this Arbitration provision.

b. Arbitration. A Claim that is not resolved directly between the parties will be resolved pursuant to this section 6 and The Arbitration Act of Manitoba. Any party desiring arbitration will make a written demand for the same and within Ten (10) days after such written demand is received by the other party, the parties will agree upon and appoint a single arbitrator. In the event the parties fail to agree upon and appoint a single arbitrator within the time period set forth herein, then within Ten (10) days thereafter each party will designate an arbitrator and both arbitrators will within Ten (10) days after their designation jointly designate a third arbitrator satisfactory to them who will be chair of the arbitration panel. If either party fails to appoint an arbitrator or the arbitrators designated by these two parties are unable to agree upon the selection of the third arbitrator within the time periods set forth above, such arbitrator will be appointed by a judge of the Court of Queen’s Bench of Manitoba. The expenses of the arbitrators will be paid as the arbitrators will decide in the award. All arbitration proceedings will be in Winnipeg, Manitoba, Canada. The decision of the arbitrators will be final and binding on the parties and judgment upon any award rendered may be entered in any court of competent jurisdiction.

7. MISCELLANEOUS

a. Confidentiality, You must keep confidential and not disclose to any third party the terms of this Agreement and any information that you receive from us that is not publicly available.

b. Proprietary Rights and Permitted Uses, Neither party has any rights in the other party's Marks, nor may one party use the other party's Marks without its prior written consent, except that we or a Third Party, if applicable, may use your name, address, (including your website addresses or URLs) and customer service telephone numbers in any media including any materials that we or such Third Party may issue, Additionally, you may not issue any press release or make any public announcement related to us, our Affiliates or this Agreement without our prior written consent Any information about Cardmembers and Card transactions. including the names, addresses, account numbers and Card Identification Numbers (ClDs) (collectively, Cardmember Information) are confidential and our sole property or the sole



omission and failure to perform under this Agreement (Indemnity Obligations). In addition to the foregoing your Indemnity Obligations to us, our Affiliates, successors and permitted assigns will also apply to failure in the provision of your goods or services.

b. Limitation of Liability. We (including a Third Party), our Affiliates, successors or assigns will not be liable to you for any malfunction, unavailability or failure of, or delay in processing through the World Wide Web, direct connection or other devices or associated equipment operated by us or others, or for the use or misuse of any Card or Cards by any Cardmember or Cardmembers or any other person or person, or for any act or omission of any Cardmember or Cardmembers, or any guest or guests of any Cardmember or Cardmembers, including without limitation, the conduct or behaviour of any such person in, at or with respect to any one or more of your Establishments, or with respect to any person or property whatsoever, including without limitation any attempt to use or the use of a forged, simulated or otherwise invalid version of the Card.

c. Limitation of Liability. IN NO EVENT WILL WE (INCLUDING A THIRD PARTY), OUR AFFILIATES, SUCCESSORS OR ASSIGNS BE RESPONSIBLE OR LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (WHETHER BASED IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY) HOWSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES. NEITHER YOU NOR WE WILL BE RESPONSIBLE TO THE OTHER FOR DAMAGES ARISING FROM DELAYS OR PROBLEMS CAUSED BY TELECOMMUNICATIONS CARRIERS OR THE WORLD WIDE WEB.

5. TERM AND TERMINATION

a. Effective Date/Termination Date. This Agreement begins as of the date: (i) you first accept the Card after receipt of this Agreement or otherwise indicate your intention to be bound by this Agreement, or (ii) we approve your application to accept the Card, whichever occurs first ("Commencement Date"). This Agreement will expire on the first (1st) anniversary of the 31st day of December next following the Commencement Date ("Expiry Date"). Subject to the provisions hereof, you must honour the Card from the Commencement Date until the day after the Expiry Date (the "Term"). We can terminate this Agreement without cause at any time by notifying you. Termination will take effect according to the notice period specified in Section 3 above.

b. Grounds for Termination. In addition to our rights in Section 5.a. above, we can terminate this Agreement at any time without notice to you and without waiving our other rights and remedies if you have not granted a privilege hereunder within any 3-month period. This Agreement is a contract to extend privileges to Cardmembers, and if bankruptcy or similar proceedings are filed with respect to your business, then this Agreement will terminate automatically.

c. Post-Termination. If this Agreement terminates, without waiving our other rights and remedies, you must also remove all displays of our Marks and any Third Party Marks, return our materials and equipment immediately.

d. Surviving Provisions. The terms of all of Sections 1, 4, 5, 6 and 7 will survive termination of this Agreement.

e. Events That May Cause Termination. In addition, we reserve our right to terminate this Agreement immediately without notice to you, and all obligations or debts owed by you under this Agreement shall be due and payable in full, upon the occurrence of any of the following events:

(i) You default in your obligations under this Agreement;



k. Amendments, We may change this Agreement at any time (including by amending any of its terms, adding new terms. or deleting or modifying existing terms) on at least ten days’ prior to notice to you.

I. Entire Agreement This Agreement is the entire agreement between you and us regarding the subject matter hereof and supersedes any previous agreements, understandings, or courses of dealing regarding the subject matter hereof.

m. Excusable Delay/Force Majeure In no event shall either party be liable to the other for any delay in or failure to perform due to causes beyond the control and without the fault or negligence of the party claiming excusable delay or force majeure including without limitation, any act of God or any act or omission of another party.

n. Consent to Use Personal Information. Solely in this Paragraph 7.n., the words "we", "our" and "us" mean Vantage Hospitality Inc., its affiliates and their agents and service providers (acting on their behalf). "You" and "your" means: (i) the sole proprietor, where an Establishment is a sole proprietorship; (ii) the partners, where an Establishment is a partnership; (iii) the signing officers, where an Establishment is a corporation; or (iv) the signing officers of the business entity whose Information we collect for the purpose of providing the services under this Agreement, where an Establishment is any other business entity. Information is any information about you and includes Personal Information which is any information which relates to an individual and allows that individual to be identified.

We collect, disclose, use and process Information: (1) to consider initiating and to initiate, maintain and develop our relationship with you and the Establishment in connection with our offering products and services generally, including helping us to understand the current and future needs of our customers and to otherwise analyze and manage our business and risk; (2) to monitor transaction activity; (3) as permitted by or to comply with legal and regulatory requirements; (4) to promote and to market products and services offered by us or other well established companies, including by means of direct marketing through ordinary mail, e-mail, telephone or other available communication channels; and (5) where the provision of services or benefits provided to you in relation to you are offered by or include the participation of third party suppliers, to our sharing and exchanging with such third party suppliers and their agents and service providers any Information reasonably required for the provision of the services. If you provide us with your e-mail address we will use it to provide you reporting tools and for e-mail communications which may include customer service notices. You agree that we, or reputable organizations selected by and acting for us, may from time to time monitor or record any of your telephone calls with us for the purposes of servicing accuracy, quality assurance and training. We may use Information in our records for as long as it is needed for the purposes described above even after our relationship with you or the Establishment has ceased. You consent to our collection, disclosure, use and processing of Information about you for the purposes described above. You authorize third parties to give us the Information for these purposes. If you provide us with Information about any other individual, you confirm that the individual: (i) has consented to our collection, disclosure, use and processing of that Information for these purposes as reasonably required; and (ii) authorizes third parties to give us the Information for these purposes.

You may refuse or withdraw your consent under 7.n. completely or you may select from any partial consent options that we may make available by calling 1-204-949-1218. Your request will be processed promptly but may not be captured for promotions already in progress. This will not limit information we may provide for you when you contact us.

o. Business Information Consent. The Establishment consents to the sharing and exchange of Information by us with any person, or corporate entity with


property of our Affiliates' third party licensees, Except as otherwise specified, you must not disclose Cardmember Information, nor use it other than to facilitate Card transactions in accordance with this Agreement. Where you mention the Cards as a privilege method, you must use our Marks, and as applicable, Third Parties' Marks, but only as described in our or their logo sheets.

c. Your Representations and Warranties. You represent and warrant to us that: (i) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (ii) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations hereunder; (iii) you are authorized to enter into this Agreement on behalf of your Establishments and Affiliates, including those indicated in this Agreement, and the individual who signs this Agreement or otherwise enters into it has authority to bind you and them to it; (iv) you are not a person or entity listed on the List of Names made subject to the Regulations Establishing a List of Entities pursuant to subsection 83.05(1) of the Criminal Code of Canada or the United Nations Suppression of Terrorism Regulations, or any other such list or regulation that may exist now or in the future (Prohibited Lists); the Prohibited Lists under this section may be subject to change from time to time, with or without notice to you; (v) all information that you provided in connection with this Agreement is true, accurate, and complete; and (vi) you have read this Agreement and kept a copy for your file, If any of your representations or warranties in this Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate this Agreement in our discretion.

d. Compliance with Laws, You will comply with all applicable laws, regulations, and rules.

e. Governing Law; Jurisdiction, This Agreement and the rights of the parties herein will be governed and construed in accordance with the laws of the Province of Manitoba and the laws of Canada applicable in Manitoba.

f. Interpretation In construing this Agreement, unless the context requires otherwise: (i) the singular includes the plural and vice versa; (ii) the term "or" is not exclusive; (iii) the term "including" means "including, but not limited to;"
(iv) the term "day" means "calendar day"; (v) any reference to any agreement (including this Agreement) instrument, contract, policy, procedure. or other document refers to it as amended, supplemented, modified, suspended, replaced, restated, or novated from time to time; (vi) all captions, headings, and similar terms are for reference only; and (vii) unless otherwise noted, all amounts are in United States Dollars ("USD").

g. Assignment. You may not assign this Agreement without our prior written consent. We may assign this Agreement to our Affiliates without your consent. Except as otherwise specified herein, this Agreement binds, and enures to the benefit of, the parties and their respective successors and permitted assigns.

h. Change of Control and Material Changes, You agree to advise us immediately of a change of control or any other material change in the way you carry on business which could impact the way we provide services to you under this Agreement.

i. Waiver: Cumulative Rights, Either party's failure to exercise any of its rights under this Agreement, its delay in enforcing any right, or its waiver of its rights on any occasion, will not constitute a waiver of such rights on any other occasion. No course of dealing by either party in exercising any of its rights will constitute a waiver thereof. No waiver of any term of this Agreement will be effective unless it is in writing and signed by the party against whom the waiver is sought to be enforced.

j. Savings Clause. If any term of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable, that term will be replaced by an enforceable term most closely reflecting the parties' intentions, with the balance of the Agreement remaining unaffected.


essential to the management of our businesses including the disclosure of Information when we assign our rights to others such as for the sale or collection of debts.

To obtain more information about our policies and procedures in protecting your privacy, including how to request access to and correction of your Information that we hold, please visit our Website at www.vantagegold.com or call us at (204) 949-1218 to request a copy of our Privacy Code.

q. Complaint Procedures. If you should have any complaint, please contact us at (204) 949-1218 or write to our manager of member services at:

r. Language. The parties have agreed that this Agreement and the documents related thereto be drawn up in the English language. LES PARTIES EXIGENT QUE LA PRESENTE CONVENTION AINSI QUE LES DOCUMENTS QUI S'Y RATTACHENT SOIENT REDIGES EN ANGLAIS.

s. No Third Party Beneficiaries. Unless otherwise provided for herein, this Agreement does not and is not intended to confer any rights or benefits on any person that is not a party hereto, and none of the provisions of this Agreement will be enforceable by any other person other than the parties hereto, their successors and permitted assigns.

8. VANTAGE GOLD CARD™ FEES

a. Annual Fee for Card. You will pay to us in advance the fee set out in your Application form for your membership in the Vantage Gold Card™ program for the period running from the Commencement Date to the Expiry Date inclusive, in immediately available United States Dollars.

b. Fees Non- Refundable. All membership fees paid by you to us are non-refundable as they are earned and hereby deemed to have been earned upon our delivery to you of confirmation of our acceptance of you as a Vantage Gold Card™ member.

c. Renewal of Membership. Your membership will renew automatically, unless we terminate it or you notify us hereunder of your decision to terminate your Vantage Gold CardTM membership. You must cancel your membership before it renews in order to avoid billing of the next ensuing year’s membership fees for the renewal term to your credit card. While you are a member in the Vantage Gold CardTM facility we will notify via email message not later than One (1) Month prior to your membership renewal date. Each renewal will occur at the then current membership fee, including any applicable taxes.

9. INTELLECTUAL PROPERTY RIGHTS

You expressly acknowledge and agree that all patent, copyright, trademark, trade secret and other rights in and to the Vantage Gold CardTM and all related intellectual Property are the sole, exclusive and absolute property of Vantage Hospitality Inc. or its licensors, and nothing herein is intended to, nor will it, in any way transfer any ownership rights therein to you. If this Agreement terminates you will have no further right to make any use of any of our intellectual property whatsoever.

whom the Establishment has or proposes to have a business relationship and to the use of other third party databases or references provided on behalf of the Establishment to obtain or verify information about the Establishment and its financial circumstances.

p. Nature of Information Collected. The Information we collect from time to time may include: (1) Information to identify you such as name, date of birth, contact information; (2) Information about your financial circumstances and behaviour; (3) Information for the provision of products and services (for example, language and other preferences); (4) Information relating to transactions arising from your and the Establishment's relationship with or through us.

We collect Information from various sources including from you directly through applications, correspondence or other communications, through the products and services you or the Establishment uses, from others with your consent or other permitted sources.

We will review and analyze Information in various ways. This involves our understanding of the ordinary use of our products and services in order to identify unusual activity.

When we promote and market products and services offered by us or other well-established companies ("promotions"), each promotion is carefully developed to ensure that it meets our standards. We try to make sure these promotions reach only those customers most likely to take advantage of them. To do this, we develop lists for use by us based on Information you have provided us on your applications, in surveys and other communications. We may also use that Information, along with non-credit information from external sources, to develop lists that are used by us. The lists used to send promotions are developed under strict conditions designed to safeguard the privacy of Information.

Except in the limited circumstances where our use of Information is permitted or required by law, before using your Information for any new purposes we will explain them to you and seek your consent.

Subject to legal and contractual restrictions, you can withdraw your consent to our use of your Information at any time with reasonable notice. For example, as described above you may choose not to receive marketing offers or other promotional materials. If you refuse or withdraw your consent for any purpose that is necessary for us to fulfill our product or service contract with you. We will not be able to provide you, or continue to provide you with the product or service. In some cases, certain consents are mandatory and cannot be withdrawn. Similarly, you cannot withdraw your consent on matters that are essential to the management of our businesses including the disclosure of Information when we assign our rights to others such as for the sale or collection of debts.

Except in the limited circumstances where our use of Information is permitted or required by law, before using your Information for any new purposes we will explain them to you and seek your consent.

Subject to legal and contractual restrictions, you can withdraw your consent to our use of your Information at any time with reasonable notice. For example, as described above you may choose not to receive marketing offers or other promotional materials. If you refuse or withdraw your consent for any purpose that is necessary for us to fulfill our product or service contract with you. We will not be able to provide you, or continue to provide you with the product or service. In some cases, certain consents are mandatory and cannot be withdrawn. Similarly, you cannot withdraw your consent on matters that are