These Inspirato® Referral Program Terms and Conditions (“Referral Program Terms and Conditions”) govern your participation in the Inspirato® (“Inspirato”) Referral Program (“Referral Program”) and your receipt and use of Travel Perks earned in connection with Referral Opportunities (as defined below) that we may make available to you from time to time in connection with your participation in the Referral Program. The terms “we,” “us,” “our,” and “Operator” refer to Best of 52, LLC, the operator of Inspirato. The terms “you,” “your,” “Member,” and “Co-Member” refer to you and all Inspirato Members, Passholders, and other persons we permit to participate in the Referral Program.

Participation in the Referral Program is offered to you conditioned upon your agreement to accept these Referral Program Terms and Conditions. If you agree to be bound by these Referral Program Terms and Conditions, you should click the “I agree to the Referral Program Terms and Conditions” selection on the Referral Program enrollment process. If you do not agree to be bound by these Referral Program Terms and Conditions, you should not click the described selection. Failure to agree to these Referral Program Terms and Conditions means you will not be eligible to participate in the Referral Program. Capitalized terms used but not defined herein shall have the meaning set forth in the Inspirato Terms and Conditions (“Inspirato Terms and Conditions”) applicable to your Membership. The Referral Program Terms and Conditions, inclusive of any state-specific disclosures, and the Inspirato Terms and Conditions; Reservation and Use Rules or the Inspirato Pass Travel Rules (collectively the “Inspirato Documents”) applicable to your Membership or Pass Program (“Reservation Rules”) are incorporated herein by this reference and are part of these Referral Program Terms and Conditions. Please read these Referral Program Terms and Conditions carefully and print or save copies for your files. Any terms used but not defined herein shall have the definition(s) provided in the Inspirato Documents.

1. Inspirato Referral Program; Participation. Operator created the Referral Program to offer Members the opportunity to refer potential Inspirato Members to Operator in exchange for Travel Perks (as further described below). To participate in the Referral Program, you must (a) remain in Good Standing as an Inspirato Member; and (b) opt-in to the Referral Program by agreeing to these Referral Program Terms and Conditions. There is no participation fee to participate in the Referral Program, and participation is generally available to all Inspirato Members in Good Standing, so long as participation or receipt of Travel Perks is not prohibited by applicable law. Upon opting-in to the Referral Program, your participation in the Referral Program will continue until the earliest to occur of: (i) termination of your participation in the Referral Program as provided herein; (ii) the expiration or termination of your Inspirato Membership; (iii) failure to remain in Good Standing as an Inspirato Member (as described in the Inspirato Terms and Conditions); or (iv) elimination of the Referral Program by Operator upon thirty (30) days’ notice to you as described below. In all such cases, you will permanently lose all rights associated with the Referral Program.

2. Referral Opportunities. Your participation in the Referral Program enables you to receive Travel Perks in exchange for making valid Inspirato Referrals (as further described below) of potential Inspirato Members to Operator; provided that you are not required to participate in the Referral Program or otherwise perform any activities or actions to market, refer, or sell Inspirato. Operator shall have the right, in its sole discretion, to establish and modify the criteria for participation in the Referral Program and to establish different levels or amounts of Travel Perks awarded for referrals to different Membership or Pass programs.

3. Valid Referrals. Members may earn Travel Perks in the amounts outlined below for Valid Referrals. To earn perks that may be applied towards nightly rates, Enrollment Fees, Monthly Payments, Club 2.0 Payments, POT Initiation, Annual Dues, Pass On-Demand Payments, Experiences, Bespoke travel or other balances as outlined below (“Referral Travel Perks”), you must refer your “personal” leads to Operator and comply with the conditions herein. Names and contact information for potential Members (collectively “ Inspirato Referrals”) will be considered eligible under the Referral Program only if: (a) you provide to Operator the Inspirato Referral’s information either by (i) telephone or email to your dedicated sales person or member services team member; (ii) email through the “refer a friend” lead registration system on our Website; (iii) providing the referral link to the Member’s personal invitation link (Personal URL); or (iv) as otherwise permitted by Operator; (b) the Inspirato Referral registers on the Inspirato Website (in the manner then-required to become a registered user of the Website, i.e., currently by providing a first and last name, home zip code, email address and a website password); the Inspirato Referral specifically indicates that you have referred them when registering on the Inspirato Website; (c) the Inspirato Referral purchases an Inspirato Membership (and not cancel such purchase within 60 days of joining), and pays to Operator, without refund, the Membership Initiation or Enrollment Fee, or (if applicable) one (1) Monthly Payment; and (d) your jurisdiction of residence does not prohibit your receipt of Travel Perks in connection with the Referral Program and your receipt of the same does not otherwise violate any applicable law. An Inspirato Referral is considered valid only if all of the foregoing conditions are met (a “Valid Inspirato Referral” or “Valid Referral”). In instances where a Valid Inspirato Referral indicates that they were referred by two or more Members, the distribution of applicable Referral Travel Perks between the referring Members will be made at Operator’s sole discretion. In no event will the applicable number of Travel Perks be increased to accommodate the presence of more than one referring Member in respect to any Valid Inspirato Referral. Specifically, and by way of example only and not limitation, you are not entitled to receive Referral Travel Perks for referring a person (i) who does not subsequently purchase an Inspirato Membership; (ii) who does not indicate that you referred such person in connection with the purchase of his or her Inspirato Membership; or (iii) without being subject to, and fully complying with, these Referral Program Terms and Conditions. Members are eligible to register as many leads or referrals as they wish with no restrictions; however, each lead must be properly registered on the Inspirato Website (as described above) to be a Valid Inspirato Referral.

4. Referral Travel Perks;. Members are not eligible to receive Referral Travel Perks until they have opted-in to the Referral Program as described above. Members may receive Referral Travel Perks in the amount of One Thousand Dollar ($1,000.00) per Valid Referral for any Valid Referrals. Members may receive Referral Travel Perks for each Valid Referral, and the number of Valid Referrals that a Member may accumulate is unlimited. Additionally, a referral will be counted towards the calendar year in which that referral closes. So long as your Membership remains in Good Standing, all earned Referral Travel Perks will be deposited into your Membership account within sixty (60) days after the Inspirato Referral becomes Valid (as described above). For Members with a Membership, Club or Pass, Referral Travel Perks may be applied to the following: (i) Nightly Rates; (ii)Pass or Club Monthly Membership Payments; (iii) Club Annual Dues; (iv) Club 2.0 Payments; (v) POT Initiation; (vi) Membership Dues; (vii) Inspirato Only Experiences; (viii) Partnership Experiences; and (ix) Bespoke travel. Travel Perks cannot be applied to Folio Charges, Taxes and Fees, or Membership add-ons. Travel Perks will not be applied automatically. You must notify your Inspirato Care Team to choose how you would like Travel Perks to be applied. To be clear, a Member who has resigned their Membership prior to application of their Referral Travel Perks forfeit such Perks and cannot use them toward any payment due to Inspirato. Referral Travel Perks expire on the one (1) year anniversary of issuance. Expiration of Referral Travel Perks are based on date of booking (instead of date of travel), but may not be extended by virtue of using the same for travel after their expiration date (e.g., you must book a trip using Referral Travel Perks prior to their expiration, and cancellation of such trip/reservation will not result in a refund of expired Referral Travel Perks if the cancellation occurs after the corresponding expiration date). Terms and conditions of issuance and use may be changed by Operator at any time, without advanced notice, and in Operator’s sole discretion.

5. Your Relationship with Operator; Taxes. By Opting-In to the Referral Program and accepting these Referral Program Terms and Conditions, you acknowledge and agree that you are not an employee, agent, servant, partner, legal representative or franchisee of Operator or Inspirato. Your relationship with Operator is that of an independent contractor and not that of an employer and employee or principal and agent. As such, neither you nor Operator shall have a right of control over and to the other. You acknowledge and agree that no joint venture or partnership arrangement or agreement is intended or created hereby, and that no franchise relationship or business opportunity, as defined under federal law (16 C.F.R. 436.2) or applicable state law, is intended to be or is created hereby. Neither you nor Operator shall exert any control over any other’s method of operation or have authority to exert or give significant assistance to the other in its methods of operation. We will not offer any promotional campaigns relating to the Referral Program requiring your participation or financial contribution, nor will we train, assist, or advise you in connection with your Member Referrals. You are solely and entirely responsible for your acts and for the acts of your Co-Member in respect to your participation in the Referral Program, and neither you nor Operator shall have the express or apparent authority to act on behalf of the other, represent itself directly or by implication as having authority to act on behalf of the other, create any obligation for, on behalf of, or in the name of, the other. You are solely responsible for the reporting and payment of all taxes, fees or similar charges imposed by any municipality, state, federal or other government authority in connection with your receipt of Referral Travel Perks, including, for example, payment of all income taxes, and Operator shall not be responsible for the withholding of any taxes of any kind from any Referral Travel Perks you may receive hereunder.

6. Termination; Suspension. Upon opting-in to the Referral Program, your participation in the Referral Program will continue, unless earlier terminated pursuant to the terms hereof, until the earliest to occur of: (a) any event which terminates your Inspirato Membership or otherwise causes your Inspirato Membership to fail to fully remain in Good Standing, or (b) termination of your participation by Operator upon thirty (30) days’ notice. Accordingly, your participation in the Referral Program and your receipt of Referral Travel Perks is expressly conditioned upon your remaining in Good Standing as an Inspirato Member. In the event of any cancellation, termination or nonrenewal of your Inspirato Membership or any other event which causes your Inspirato Membership to fall out of Good Standing, you will lose any and all rights and benefits of participation in the Referral Program, including, without limitation any Referral Travel Perks to which you may have been entitled in connection with the Referral Program. In addition to the foregoing, Operator reserves the right at any time and in Operator’s sole discretion to terminate the Referral Program and these Referral Program Terms and Conditions upon prior notice by (i) posting on our Website; (ii) delivery of notification to your Provided Email Address or Member Webpage; or (iii) other contact to you. You may cancel your participation in the Referral Program at any time and for any reason upon written notice to Inspirato at referrals@inspirato.com; provided that your cancellation must be received and accepted by Operator which shall be conclusively evidenced by Operator’s confirmation thereof via any of the communication methods set forth in this paragraph. Should you fail to comply with these Referral Program Terms and Conditions, Operator may, at its discretion, suspend or terminate your participation in the Referral Program (including your use of any acquired Referral Travel Perks) and/or your Inspirato Membership. Any such suspension or termination right shall be in addition to all other rights of Operator hereunder or under the Inspirato Documents or applicable law in the event of your failure to comply, all of which rights are hereby reserved by Operator to the maximum extent available under applicable law.

7. Covenants, Acknowledgments, Representations and Warranties. By Opting-In to the Referral Program and accepting these Referral Program Terms and Conditions, you covenant, acknowledge, represent and warrant that (a) you are at least twenty-one (21) years of age and possess the legal authority to create a binding obligation; (b) your participation in the Inspirato Referral Program is subject to these Referral Program Terms and Conditions and all applicable Inspirato Documents; (c) all Member Referral personal information which you may supply to Operator is true, accurate, current, and complete and you have the authority to refer such prospective Member; (d) you shall be responsible for any and all costs and expenses in connection with engaging in any Member Referrals as an independent contractor; (e) any and all services provided to Operator hereunder shall be in strict compliance with all applicable laws and regulations; and (f) Operator shall be the sole owner of all Member Referral personal information from and after the time when such information is submitted by Member to Operator in connection with the Referral Program or otherwise. In addition to the foregoing, by Opting-In to the Referral Program and accepting these Referral Program Terms and Conditions you expressly authorize Operator and its affiliates to reproduce and use your name, email address, photographs, videos, personal stories, testimonials, and/or likenesses in email invitations, advertising or promotional materials, including but not limited to use in online forums and social media, without additional compensation or permission and you hereby waive all claims for remuneration for such use.

8. Electronic Signature Consent and Communications.

(a) General. Operator may, in its sole discretion except as provided in this Section 8, provide all agreements, disclosures and other communications (collectively, “Communications”) to you by electronic means. These Communications may include a copy of these Referral Program Terms and Conditions, the Reservation and Use Rules, other Inspirato Documents, confirmations of reservations, member marketing communications (e.g., Jaunt, New Property announcements, reservation offers and promotions, etc.), House Rules, Additional Opportunity Rules, changes in terms or fees notices, privacy notices, and all other materials that we choose or are required to provide to you. However, if an applicable law or regulation requires that the particular Communication be provided to you in paper form, we will provide it to you electronically only after you have consented to electronic delivery of disclosures. In addition, even if you have consented to electronic delivery of disclosures, we may still provide any Communication to you in writing as we may choose in our discretion.

(b) Delivery of Electronic Communications. When we do provide Communications to you electronically, those Communications may be delivered to your Provided Email Address (as defined below) or we may post such Communications on our Website. If we post Communications on our Website, we may send a message to your Provided Email Address alerting you to the posting. We reserve the right to send any or all records to you in paper form to your current postal mailing address on file. Electronic Communications shall have the same effect as if sent to you in paper form.

(c) Paper Copies. You have a right to receive a paper copy of your enrollment via the Enrollment Webpage and these Terms and Conditions and any other Communications if applicable law specifically requires us to provide such documentation. To request a paper copy, you must submit a tangible, non-electronic request to us at 1544 Wazee Street, Denver, Colorado 80202, Attn: Electronic Records, with the details of your request. Paper copies will be provided to you at no charge within fourteen (14) days of receipt of the written request.

(d) Your Email Address. You agree to maintain the e-mail address provided with your Membership enrollment or any substitute therefor (collectively, your “Provided Email Address”) as a valid, active email address. If you fail to maintain a valid Provided Email Address, then any notice we send to your old email address shall be deemed sufficient notice. You acknowledge and agree that the Internet is inherently insecure, and that we have no liability to you for any loss, claim or damage arising or in any way related to our response(s) to any e-mail or other electronic communication that we in good faith believe you have submitted to us. We have no duty to investigate the validity or to verify any e-mail or other electronic communication. We may respond to an e-mail communication provided by you to either the address provided with the communication or the Provided Email Address. Any e-mail returned to us undelivered may be re-sent to you at any other e-mail address that we have in your file, unless you have previously informed us through electronic or written notice that an e-mail address is no longer valid. Although we have no obligation to do so, we reserve the right to require authentication of e-mails or electronic communications. We will have no obligation, liability or responsibility to you or any other person or company if we do not act upon or follow any instruction to us in the event that a communication cannot be authenticated to our satisfaction.

9. Inspirato Documents. These Referral Program Terms and Conditions shall be considered an Inspirato Document as referenced in your Inspirato Membership Terms and Conditions. In the event of any conflict between these Referral Program Terms and Conditions and the Inspirato Membership Terms and Conditions, the terms of these Referral Program Terms and Conditions shall control.

10. Assignment; Amendments; Miscellaneous. All Referral Travel Perks, and your rights under the Referral Program, are personal to you and not assignable or transferable in whole or in part, without Operator’s prior written consent. Any attempt to transfer or assign your Referral Travel Perks or your rights under the Referral Program without the express written consent of Operator shall render all of your Referral Travel Perks and rights under the Referral Program voidable at the option of Inspirato and may result in termination of your participation in the Referral Program and your Inspirato Membership as a breach of the terms hereof. Any waiver by Operator of any breach of these Referral Program Terms and Conditions or any other Inspirato Documents must be in writing and signed by an authorized officer of Operator. Waiver by Operator of any breach of the Referral Program Terms and Conditions or any other Inspirato Documents by you shall not operate or be construed as a waiver of any subsequent breach. You have no right to amend these Referral Program Terms and Conditions or any other Inspirato Documents. Operator reserves the right to amend and/or entirely amend and restate these Referral Program Terms and Conditions and any other Inspirato Documents at any time and in its sole discretion. Any such amendments will be effective upon the earliest of: (i) posting on our Website; (ii) delivery of notification to your Provided Email Address or Member Webpage; (iii) renewal of your Membership after any such change; or (iv) your reservation or enjoyment of any Referral Travel Perks. These Referral Program Terms and Conditions will be effective beginning with your acceptance of the same and will continue to be effective, as amended from time to time, until your Membership and/or participation in the Referral Program is terminated or expires or an amendment to these Referral Program Terms and Conditions becomes effective, from which point the amended Referral Program Terms and Conditions shall control. These Referral Program Terms and Conditions, the Inspirato Terms and Conditions and the other Inspirato Documents constitute the entire agreement between us and you and supersede all prior terms and conditions pertaining to the subject matter hereof.

11. Choice of Law; Arbitration. These Referral Program Terms and Conditions and all other Inspirato Documents are entered into in and shall be governed by and construed in accordance with the laws of the State of Colorado, exclusive of its choice of law rules. Any dispute, controversy or claim arising under, out of, in connection with or in relation to your Membership, the Referral Program, Referral Program Terms and Conditions, all Inspirato Documents or the Website will be resolved by final and binding arbitration conducted in accordance with and subject to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then applicable. One arbitrator will be selected by the parties’ mutual agreement or, failing that, by the AAA, and the arbitrator will allow such discovery as is appropriate, consistent with the purposes of arbitration in accomplishing fair, speedy and cost-effective resolution of disputes. The arbitration will take place in Denver County, Colorado. Any award entered by the arbitrator(s) shall be final and judgment thereon may be entered in any court having jurisdiction. In any action to enforce the Enrollment Webpage, these Referral Program Terms and Conditions, the Inspirato Terms and Conditions, the Reservation Rules or any other Inspirato Document, the prevailing party will be entitled to costs and attorney’s fees. In the event that any terms of the Enrollment Webpage, these Referral Program Terms and Conditions, the Inspirato Terms and Conditions, the Reservation Rules or the other Inspirato Document are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so the Enrollment Webpage, these Referral Program Terms and Conditions, the Inspirato Terms and Conditions, the Reservation Rules or other Inspirato Document shall otherwise remain in full force and effect.

12. Operator. The operator of Inspirato® is Best of 52, LLC, a Delaware limited liability company, and subsidiary of Inspirato LLC. Operator’s address, email address and telephone number are 1544 Wazee Street Denver, Colorado 80202, info@inspirato.com, (303) 586-7771. Best of 52, LLC is registered with the State of Florida as a Seller of Travel - Registration No. ST38403; Washington Seller of Travel Registration No. UBI 603086598; California Seller of Travel Registration No. CST 2107465 (registration as a seller of travel in California does not constitute approval by the State of California and Operator is not a participant in the California Travel Consumer Restitution Fund). Pursuant to Haw. Rev. Stat. § 468L-1 et. seq., operator maintains a Hawaii travel agency trust account named "Best of 52, LLC Client Trust Account" at First Hawaiian Bank, 215 Papalaua Street, Lahaina, Hawaii 96761. Operator and its authorized agents, representatives, vendors, successors or assigns may perform Operator’s obligations and exercise its rights hereunder.

13. State Specific Provisions. Louisiana Residents: Notwithstanding the foregoing, Louisiana residents may bring an action against the Operator with jurisdiction and venue as provided by Louisiana law. Montana Residents: A Montana resident may cancel his or her participation in the Referral Program and/or these Referral Program Terms and Conditions within 15 days from the date of enrollment.

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