RECITALS

Whereas, CRCLS offers an exclusive online venue (the "Platform") that enables invited users ("Hosts") to list and offer short term residential real estate rentals for certain other invited users, including the Member, to book such rentals; and

WHEREAS, CRCLS desires to grant the Member access to the Platform, and the Member desires to accept such access to the Platform pursuant to the terms and conditions contained herein.

1.\tAccess to the Platform; Approved Status. CRCLS hereby grants the Member access to the Platform during the Term for the Member to search for and book listings created by Hosts (each, a "Listing") for the short term rental of Host's residential real estate (each, an "Accommodation"). The Member will only have access to and the ability to book those specific Listings maintained by a Host who have preapproved the Member for such Listings. Each Host shall be solely responsible for inviting, vetting, and approving the Member. Each Host shall have the right to revoke the Member's approved status at any time and for any reason or no reason (subject to applicable law). CRCLS shall also have the right to revoke and terminate the Member's approved status at any time and for any reason or no reason.

2.\tBooking; Contract with Hosts. When the Member books a Listing, the Member is agreeing to pay all charges, fees, and taxes for the booking that are indicated in the Listing and/or during checkout. The Member is also agreeing to abide by all rules, regulations, and other terms contained in the Listing applicable to the Listing and/or the Accommodation. If the Member cancels a booking, any refund will be determined by the Listing's cancellation policy. The Member acknowledges and agrees that when the Member receives confirmation of a booking for a Listing, the Member is entering into a contract directly with the Host, and the Member is responsible for paying all charges, fees, and taxes and shall abide by and comply with all of the other the rules, regulations, terms, and conditions specified in the Listing. The Member is responsible and liable for its own acts and omissions and for the acts and omissions of any guest it invites to an Accommodation, including, but not limited to, acts or omissions resulting in damage to an Accommodation or bodily injury to the Member or its guests. The Member shall not pay any Host any additional fees or charges outside of the Platform. The Member acknowledges and agrees that CRCLS is not a party to any contract between the Member and a Host, and that CRCLS is not a real estate broker.

3.\tIndependence. At all times during the Term, the Member's relationship with CRCLS is that of an independent individual or entity, and not that of an employee, agent, joint venturer, or partner of CRCLS. Neither party has the authority to bind the other or to incur any liability on behalf of the other, nor to direct the employees or agents of the other, except to the extent expressly set forth herein.

4.\tContent. Parts of the Platform may enable the Member to provide feedback, text, photos, audio, video, information, and other content (collectively, "Content"). By providing Content, in whatever form and through whatever means, the Member grants CRCLS a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable, and transferable license to copy, modify, prepare derivative works of, distribute, publish, and otherwise exploit, such Content, without limitation. The Member is solely responsible for all Content that it provides and represents and warrants that the Member either owns all such Content or is authorized to grant CRCLS the rights described in this Section. The Member is solely responsible and liable if any of the Content violates or infringes the intellectual property or privacy rights of any third party. CRCLS has the right, but does not have any obligation, to disable access to, remove, or edit Content to: (i) operate, secure, and improve the Platform; (ii) ensure the Member's compliance with this Agreement; (iii) comply with applicable law or the order or requirement of a court, law enforcement, or other administrative agency or governmental body; (iv) address Content that CRCLS determines, in its sole discretion, is harmful or objectionable; and (v) take actions set out in this Agreement.

5.\tTerm; Termination; Survival. The term of this Agreement (the "Term") shall begin on the Effective Date and shall continue indefinitely until terminated by either party. Either party may terminate the Term at any time, and for any reason or no reason, by giving written notice to the other. The obligations and terms set forth in Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15, as well as any provision contained in this Agreement which by its nature or effect is required to be observed, kept or performed after the termination of this Agreement, shall survive such termination and remain binding upon and for the benefit of the parties hereto until fully observed, kept or performed.

6.\tConfidentiality. The Member acknowledges that the Platform is an exclusive platform, access to which is strictly controlled by CRCLS, and that by being granted access to the Platform in accordance with this Agreement, the Member will gain access to certain confidential information of CRCLS. Accordingly, the Member covenants and agrees to treat the terms of this Agreement as confidential and not to disclose any information, plans, records, trade secrets, business secrets, and confidential information or other non-public data of CRCLS compiled, received, or otherwise discovered by the Member from time to time during the Term. For purposes hereof, "confidential information" shall mean any information concerning any matters relating to the affairs or business of CRCLS, including, without limiting the generality of the foregoing, (i) the existence of the Platform and the manner or nature of its operation, or (ii) any other information concerning the businesses of CRCLS, its manner of operation, its plans, technology, or other data. Notwithstanding the forgoing, the Member shall have no liability to CRCLS with regard to any confidential information of CRCLS which the Member can prove: (i) was in the public domain at the time it was disclosed or has become in the public domain through no fault of (or breach of this Agreement by) the Member; (ii) was known to the Member, without obligation of confidentiality restrictions, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior express, specific written approval of CRCLS; (iv) is independently developed by the Member without any use of the CRCLS's confidential information; or (v) becomes known to the Member, without obligation of confidentiality restrictions, from a source other than CRCLS having no obligation of confidentiality to CRCLS without breach of this Agreement by the Member and otherwise not in violation of CRCLS's rights. In addition, the Member shall be entitled to disclose the CRCLS's confidential information to the extent such disclosure is required by order or requirement of a court, administrative agency, or other governmental body, provided, however, that the Host shall first provide prompt notice thereof to CRCLS in sufficient time to enable CRCLS to seek a protective order or otherwise prevent or restrict such disclosure and the Host shall limit disclosure of the CRCLS's confidential information to only the extent necessary to comply with such order or requirement.

In addition, the Member agrees not to access, copy, or distribute any non-public areas or the source code of the Platform.

7.\tAssumption of Risk and Limitation of Liability. The Member acknowledges that booking an Accommodation carries inherent risks, and the Member further agrees that it assumes all risks arising out of its access to and use of the Platform, booking Accommodation(s), and/or any interaction the Member has with any Host, whether in person or online. The Member further agrees that it has had the opportunity to investigate the Platform and is not relying upon any statement or representation made by CRCLS.

Neither CRCLS, nor any its owners, officers, employees, agents, independent contractors, or affiliates shall be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) this Agreement, (ii) the use of or inability to use the Platform, (iii) any communications, interactions or meetings the Member may have with someone the Member interacts or meets with through, or as a result of, its use of the Platform, (iv) booking of a Listing, or (v) staying at an Accommodation, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not CRCLS has been informed of the possibility of such damage, even if a limited remedy set out in this Agreement is found to have failed of its essential purpose.

The forgoing limitations of liability and damages are fundamental elements of this Agreement.

8.\tIndemnification. To the maximum extent permitted by applicable law, the Member agrees to release, defend, indemnify, and hold CRCLS, and its owners, officers, employees, agents, independent contractors, affiliates, successors, and assigns, harmless from and against any claims, causes of action, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) the Member's or its guests' breach of the terms of this Agreement, (ii) the Member's or its guests' improper use of the Platform, (iii) the Member's or its guests' interaction with any Host, (iv) the Member's or its guests' stay at an Accommodation, including, without limitation, any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such stay, or (v) the Member's or its guests' breach or violation of any laws, regulations, or third party rights.

9.\tGoverning Law; Venue. This Agreement shall be construed and interpreted in accordance with and governed by the laws of the State of North Carolina without regard for or resort to its conflict of laws principles. In the event of any dispute arising hereunder or concerning the parties' relationship, the parties agree that any claims brought may be asserted in the Superior Court of Guilford County, North Carolina, or the federal court for the federal district in which Greensboro, North Carolina is located. The parties further agree that jurisdiction and venue for any applicable legal proceeding shall be proper in such courts, and the parties specifically hereby stipulate that such courts have personal jurisdiction over them in any litigation arising under this Agreement or pursuant to the parties' relationship.

10.\tNotices. Any and all notices, designations, consents, offers, acceptances, or any other communications provided for herein to be given by CRCLS to the Member shall be deemed given if sent electronically via email to the email address for the Member currently on file with CRCLS.

Any and all notices, designations, consents, offers, acceptances, or any other communications provided for herein to be given by the Member to CRCLS shall be in writing and shall be deemed given when personally delivered, three (3) days after being mailed by certified mail, return receipt requested, postage prepaid, addressed as follows, or one (1) day after deposited with any overnight courier service, if such service is required to obtain a written receipt from the addressee, delivery fees prepaid, addressed as follows:

D&L Ventures, LLC
Attn: _________________
______________________
______________________

11.\tHeadings. The headings in this Agreement are included for convenience of reference only and shall not in any way affect its meaning or interpretation.

12.\tAmendment; Waiver. CRCLS may modify or amend any of the terms of this Agreement at any time. When CRCLS makes any material changes to the terms of this Agreement, CRCLS will provide the Member with notice of such changes at least 30 days before the date they become effective. If the Member disagrees with the revised terms of this Agreement, the Member may terminate this Agreement immediately as provided herein. If the Member does not terminate this Agreement before the date the revised terms become effective, the Member's continued access to or use of the Platform will constitute acceptance of the revised terms. A waiver of any term or provision of this Agreement shall not be considered as a waiver of any other term or provision hereof.

13.\tBinding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, personal representatives, successors and assigns.

14.\tSeverability. In the event any part of this Agreement shall be determined to be invalid or unenforceable, the remaining terms and conditions of this Agreement which may be reasonably separated shall continue in full force and effect.

15.\tAssignment. The Member may not assign or transfer this Agreement or any of its rights and obligations hereunder without CRCLS's express prior written consent. CRCLS may assign or transfer this Agreement and any of its rights and obligations hereunder at any time without requiring the Member's consent.