QCOINS: Your Wish,
Your Rewards

QCOINS AGREEMENT

Last Updated: February 1, 2017

This QCoins AGREEMENT, between QUINTESS COLLECTION, LLC, a Delaware limited liability company (“Manager”) and the undersigned Client (“Client”) together with any addenda attached hereto and the Rules, described herein and posted to QCoins’ website (collectively, this “Agreement”) sets forth the terms and conditions of Client’s participation in QCoins, a vacation home reservation program (“QCoins” or the “Program”).

1. Reservation Program. At any time that Client’s QCoins Account (defined below) contains QCoins (described in Section 3 below), Client is granted revocable, non-exclusive licenses to purchase nights of occupancy from a portfolio of luxury accommodations, that are made available to Client from time to time, including any included ancillary services in connection with the accommodation, if any (collectively, “Residences”) subject to availability any other products and services that QCoins may make available to Clients that may be purchased in whole or in part with QCoins. No recurring right to use separate and distinct property, services or products shall arise by virtue of actual use thereof. This Agreement does not provide Client with membership in any destination, vacation or travel club or private country club, but affords Client the ability to use QCoins to make reservations for use of Residences on a non-exclusive basis, subject to this Agreement and the Rules (defined below).

2. Residences. Residences may be single family homes, townhomes, condominiums, apartments, hotel rooms or any other type of accommodation. Residences are not owned by Manager, but are owned by third parties and are sourced by Manager or entities owned or controlled by, owning or controlling or under common ownership or control with, Manager (collectively “Affiliates”) through home exchanges, rental agencies, rental booking sites, resorts, communities and property managers. The inventory of Residences is fluid and changes from time to time. Residences available at one time or location may not be available at other times or at the same or other locations. Furthermore, the size, quality, location, Host Rules (defined below) and associated services with a Residence (if any) vary from Residence to Residence. There is no minimum, maximum or proscribed ratio of available Residences. Residences are not exclusive to the Program.

3. Other Products or Services. Manager may, but is not required to, offer other products and services that may be purchased, in whole or in part with QCoins, in the future (collectively, “Other Products”). If additional products or services become available for purchase through QCoins, an addendum describing such products or services and terms of use will be annexed to this Agreement or the Rules as an addendum hereto or thereto, but shall not require consent of Client, but rather will be added as additional opportunities to use QCoins. Any such addendum shall be incorporated into and made a part of the Rules.

3. QCoins. To utilize the Program, Client must first open a QCoins account (“Account”). To open an Account, Client must execute and deliver this Agreement and purchase a minimum number of QCoins determined by Manager. Additional QCoins may be purchased and added to the Client’s Account at any time, subject to any maximum set forth in the Rules. A specified number of QCoins (or a specified dollar value in QCoins) must be spent on a periodic basis, in such amounts and under such terms as are set forth in the Rules. If QCoins expire it will be set forth in the Rules. QCoins are on a “use it or lose it” basis, which means that unused QCoins shall not be refunded and are not redeemable for cash, service or other value. Furthermore, QCoins are usable only in the Program for the purchase of QCoins Reservations and may not be used to purchase products or services in any other company, club or entity, including any Affiliate of Manager. Manager reserves the right to expand the marketplace of products and services that in the future may accept QCoins as payment either fully or partially for their products and services.

5. Reservations.

a) Pricing and Availability. To use the Residences or Other Products, Client shall make reservations (“Reservations”) in accordance with Manager’s reservation procedures, which shall be available for review by Client on Manager’s website. Pricing for Reservations is on a variable rate determined by Manager from time to time, based on property, location, quality, market forces, desirability, season, holidays and similar factors. Residences may be available for specific weeks or other time periods and accordingly, may not be available at other times. There is no guaranty that particular Residences will be available and availability can change at any time (other than after a Reservation is confirmed). The number of days in advance of arrival that Clients may make a Reservation for any particular Residence will be set forth in the Rules. Clients are not guaranteed any minimum or specific Residences, Reservations, number of nights or use of QCoins. CLIENT ACKNOWLEDGES THAT CIRCUMSTANCES MAY OCCUR WHERE CLIENT IS UNABLE TO USE QCoins DUE TO UNAVAILABILITY OF RESIDENCES OR INSUFFICIENCY OF RESIDENCE INVENTORY AND MANAGER IS NOT RESPONSIBLE FOR ANY SUCH UNAVAILABILITY OR INSUFFICIENCY.

b) Confirmed Reservations. Reservations shall not be confirmed until Manager sends a written confirmation of the Reservation (which may include confirmation by email), that states that the Reservation is “Confirmed” or is a “Confirmed Reservation” subject to any conditions necessary stated therein (a “Confirmed Reservation”). To complete the Confirmed Reservation, Client will pay for the cost of the Reservation by using QCoins (a reduction of the outstanding balance of QCoins in Client’s Account) plus a cash transaction fee (“Transaction Fee”) within the time period specified in the Confirmed Reservation. The number of QCoins and the amount of the Transaction Fee varies with each Reservation. Once a Reservation is Confirmed it is not cancellable and the Transaction Fee paid and QCoins deducted from the Account are not refundable or recoverable except as specifically provided herein. After a Confirmed Reservation is provided to Client, if Manager is unable, despite commercially reasonable efforts to provide the applicable Residence or Other Product, and Manager is unable to provide an alternative Residence or Other Product that is acceptable to Client (a “Residence Alternative”), then the Transaction Fee paid shall be refunded to Client and the number of QCoins deducted shall be restored. Manager is not responsible for airfare or other costs that may be incurred.

6. Gifting; Donation of QCoins. Client must designate one (1) natural person as the “Representative” who shall have the legal power and authority to conduct the affairs of the Client as they relate to QCoins and to make Reservations. Client may assign, gift or donate QCoins to other persons or entities, including to charitable or philanthropic organizations approved by Manager, who may use the QCoins in auctions or other philanthropic activities; provided that any person or entity (including charitable organizations) who receives QCoins and any person who purchases a trip from a charity auction must open an Account, including signing a form of this Agreement and must be pre-approved by Manager and Client and recipient. Additional conditions to assigning or donating QCoins may apply, and, if so, will be set forth in the Rules. Confirmed Reservations are not assignable or cancellable. Without Manager’s prior written consent, Client may not advertise the Residences or QCoins or solicit transferees of QCoins in any media and Manager reserves the right to obtain injunctive relief in such event, it being intended that transfers of QCoins be available for friends, family, employees, co-workers, charities and other private relationships. In no event shall Client hold itself out as a partner, distributor or agent of Manager or its Affiliates or a supplier of the Residences. Client is fully responsible for the actions and conduct of Representative, his or her family, friends and guests using Residences by through or under Client’s Account (collectively, the “Travel Party”), including, payment of Charges.

7. Stay Rules. Use of the Residences and Other Products are subject to the Rules, which consist of: (a) all rules, regulations, restrictions, policies, procedures, terms and conditions regarding the Program, QCoins Account and use of QCoins including but not limited to information such as: procedures for making Reservations, pricing and payment terms, booking windows, and procedures and pricing for acquiring QCoins (“QCoins Rules”); (b) all rules, regulations, restrictions, policies, procedures, terms and conditions regarding the use of Residences of the host accommodation, homeowner, resort or facility (“Host Rules”) and © all rules, requirements, procedures, policies, terms or conditions of the provider of the Other Products (defined below) relating to the acquisition or use of the Other Products (collectively, “Other Product Rules”) (all collectively, the “Rules”). The Rules are posted to Manager’s website, are disclosed on Confirmed Reservations or property pages or are otherwise available and may be amended or modified as provided elsewhere in this Agreement. Client acknowledges that violation of the Rules may result in termination of Client’s privileges at one or more Residences or Other Products and that Manager shall not be responsible for reinstatement of Client’s privileges thereunder. Client acknowledges that violation of this Agreement or Rules in such a manner that constitutes or creates illegal acts, acts that offend community standards of behavior, danger to Client or others, damage to the Program’s or Managers reputation, standing or rights to or within a Residence, resort or community, damage, harassment, abuse or threat to or of the person or property of Manager, QCoins, any property owner, community, resident, visitor, guest, employee, contractor, officer, manager or agent may result in termination of this Agreement (a “Violation Termination”). CLIENT ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF A VIOLATION TERMINATION, ALL UNUSED QCOINS WILL BE FORFEITED WITHOUT REFUND OR COMPENSATION, CLIENT’S QCOINS ACCOUNT WILL BE REDUCED TO ZERO, THIS AGREEMENT WILL BE TERMINATED AND MANAGER RESERVES THE RIGHT TO SUSPEND OR RESTRICT CLIENT’S ACCESS TO MANAGER’S WEBSITE.

8. Cost to Client. In addition to the cost of QCoins and the costs of any Reservation (QCoins and Transaction Fees), Client is fully responsible to pay for its and its Travel Parties’ (i) folio charges for incidentals, services, groceries, amenities and activities while using Residences, excursions, tours, tickets to events or other entertainment or amenities booked by or through QCoins,; (ii) any damage (beyond normal wear and tear or pre-existing or latent defects) or theft at or about any Residence use due to the actions or omissions of Client or Travel Party except where caused by the negligence of Manager or the applicable property owner or supplier; (iii) costs of indemnification pursuant to Section 10; (iv) non-refundable fees or other costs that Manager may be required to pay in order to hold reservations for Client (collectively, “Hold Costs”), (v) cancellation fees (included disputed cancellation fees); and (vi) any tax or other governmental or quasi-governmental charge, imposition or assessment whether prospective or retroactive, upon use or enjoyment of the Services (“Tax”) (items (i) – (v) being referred to collectively as “Charges”). Client hereby authorizes Manager to make all Charges against valid credit card that Client shall maintain for the duration of the Term. Unpaid Charges will bear interest at the lesser of 18% per annum or the highest rate permitted by applicable law, from the date such amount was due until paid in full. Fees and Charges are non-refundable and there is no waiver thereof for any other reason. In addition, a percentage of the Charges will be added to the Charges as a service charge (“Service Charge”) to compensate Club for its administrative costs. The amount of the Service Charge will be set forth in the Rules. If Client desires to purchase any amenity, service, product, activity or folio charge for which Charges will be paid through Manager, the reservation or purchase request must be in writing (including by email) and confirmed by Manager in form and substance acceptable to Club. This is for both the Client’s and Club’s protection.

9. Term and Termination. The term of this Agreement (the “Term”) shall be from the Effective Date of this Agreement, as set forth on the Signature Page hereto (the “Effective Date”) until the earlier to occur of: a) the date that Client terminates this Agreement or b) Violation Termination. Client has no continuing obligation to purchase QCoins after the initial purchase and may terminate this Agreement at any time in Client’s sole and absolute discretion. Except as may be required by applicable law or court order (including the Order Confirming Debtor’s Prepackaged Chapter 11 Plan of Reorganization, Case: 16-19955-JGR, entered December 16, 2016 (the “Order”)), Manager has no continuing obligation to sell additional QCoins after the initial purchase. In the event of termination of this Agreement, regardless of the reason therefor, all unused QCoins will automatically expire and be forfeited. Except as required by applicable law of court order (including the Order), Manager has the right to refuse to sell, issue or transfer QCoins to anyone for any reason or no reason.

10. Amendment; Modification. This Agreement may be amended only by a written amendment signed by Client and Manager. The Rules, including, without limitation, inventory availability, Residences, conditions for assignment or donation of QCoins, and pricing may be amended and updated by Manager in its sole and absolute discretion at any time; provided however, such amendments must be consistent with this Agreement in all material respects and have prospective effect only in that they cannot be applied retroactively to existing Reservations, but they can be applied to unused QCoins in Client’s Account at the time of the amendment. Host Rules and Other Product Rules can be modified or amended in the sole and absolute discretion of the providers of the Residences or Other Products. If the standard form of this Agreement is modified in the future and the modifications do not materially and adversely affect Client’s rights, costs or use of QCoins hereunder and the modifications are fairly and consistently applied to other Clients of the Program generally, then Client agrees that such modifications may be applied to this Agreement as if fully set forth herein. Notwithstanding the foregoing, any amendment to expiration of QCoins or minimum spend requirements will not apply retroactively to QCoins in Client’s Account at the time of the amendment, but would only apply to subsequently acquired QCoins.

11. Indemnification; Waiver; Confidentiality.

a) Indemnification. To the fullest extent permitted by law, Client shall indemnify, defend with counsel acceptable to Manager and hold Manager and its Affiliates, and their respective employees, trustees, agents, Managers, partners, officers, directors, attorneys, and owners and each owner or supplier of Residences used by Client pursuant to this Agreement (and their respective successors and assigns) (each an “Indemnitee” and collectively, “Indemnitees”) harmless from and against any and all claims, damages, losses, liabilities, penalties, judgments, and costs and expenses (including, without limitation, attorneys’ fees) (collectively, “Losses”) including those for property damage, or personal injury, including illness and death, arising out of Client’s (or its Travel Party’s) use, occupancy, or enjoyment of, or access to, any Residences or use, possession or purchase of Other Products, except for such Losses that are proximately caused by the negligence or intentional misconduct of Manager or breach of this Section 10.

b) ASSUMPTION OF RISK AND WAIVER OF CLAIMS. CLIENT ACKNOWLEDGES THAT USE OF RESIDENCES AND OTHER PRODUCTS INVOLVES CERTAIN RISKS, INCLUDING, WITHOUT LIMITATION, THE RISK OF: (1) PERSONAL INJURY, ILLNESS OR DEATH TO CLIENT, TRAVEL PARTIES THEIR FAMILY MEMBERS AND FRIENDS ARISING OUT OF USE OF RESIDENCES, INCLUDING SWIMMING POOLS, SPAS, EQUIPMENT, APPLIANCES AND SERVICES IN CONNECTION WITH THE RESIDENCES; (2) OPERATING A GOLF CART, BEING STRUCK BY GOLF BALLS, GOLF CLUBS, AND OTHER OBJECTS; AND (3) LOSS OF PERSONAL OR OTHER PROPERTY WHILE AT A RESIDENCE, INCLUDING, WITHOUT LIMITATION, DUE TO THEFT, LOSS OR DESTRUCTION OF PROPERTY. CLIENT AGREES THAT CLIENT TO THE FULLEST EXTENT PERMITTED BY LAW, ALL TRAVEL PARTIES, HEREBY (I) ASSUME ALL SUCH RISKS OF DAMAGE OR LOSS OF PROPERTY OR PERSONAL INJURY, ILLNESS OR DEATH FOR THEMSELVES AND THEIR FAMILY MEMBERS AND GUESTS; AND (II) WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, FOR THEMSELVES AND THEIR FAMILY AND GUESTS, ANY CLAIMS OR CAUSES OF ACTION WHICH IT, HE, SHE, OR THEY MAY HAVE AGAINST ANY INDEMNITEE ARISING OUT OF SUCH RISKS, EXCEPT TO THE EXTENT PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF SUCH INDEMNITEE. MANAGER MAY, IN ITS SOLE DISCRETION, REQUIRE ANY TRAVEL PARTY (AND/OR THEIR PARENT IF A MINOR IS INVOLVED), TO SIGN A WAIVER OF LIABILITY PRIOR TO USE OF RESIDENCES OR OTHER PRODUCTS. CLIENT ACKNOWLEDGES THAT MANAGER DOES NOT MAINTAIN INSURANCE TO COVER LOSS OF CLIENT’S OR ANY TRAVEL PARTY’S PERSONAL PROPERTY, DUE TO THEFT OR OTHERWISE. FURTHER CLIENT AGREES THAT MANAGER IS PROVIDING ACCESS TO THE RESIDENCES ONLY AS A FACILITATOR AND HAS NO CONTROL OVER THE RESIDENCES, ASSOCIATED SERVICES, IF ANY, OR ANY OTHER ASPECT OF CLIENT’S TRIP. MANAGER IS NOT RESPONSIBLE FOR CLIENT’S SATISFACTION AND THERE IS NO EXPECTATION OF MINIMUM QUALITY OR STANDARDS. MANAGER AND THE APPLICABLE PROPERTY OWNER ARE PROVIDING ACCESS TO RESIDENCES AS IS WHERE IS, WITH ALL FAULTS, AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WITH RESPECT THERETO, INCLUDING, WITHOUT LIMITATION, THE ADEQUACY OF THE RESIDENCES OR OTHER PRODUCTS FOR ANY PARTICULAR PURPOSES. MANAGER FURTHER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WITH RESPECT TO ANY LEGAL OR TAX IMPLICATIONS REGARDING THE PURCHASE, USE, SALE, TRANSFER OR DONATION OF QCOINS OR USE OF THE RESIDENCES OR OTHER PRODUCTS. CLIENT ACKNOWLEDGES THAT MANAGER MAY BE REQUIRED TO SEND TO CLIENT A FORM 1099-MISC (MISCELLANEOUS INCOME) FOR THE YEAR IN WHICH QCOINS ARE ACQUIRED. ANY TAX OBLIGATION OR LIABILITY RESULTING FROM THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT AND ITS RELATED DOCUMENTS ARE THE SOLE RESPONSIBILITY OF CLIENT.

c) Confidentiality. Manager uses and maintains certain proprietary and confidential systems, procedures and information (collectively, “Confidential Information”), which Confidential Information includes, but is not limited to, the terms of this Agreement, client data, any financial, business, strategic, structural, investment, shareholder, legal, and operational information about Manager, its Affiliates or any Third Parties, and the terms and provisions of any Third Party Agreements. By entering into this Agreement, Client agrees to keep all Confidential Information confidential and not to use or disclose Confidential Information to any third party, nor place any Confidential Information in the public record, nor make any Confidential Information available to any third party except: (a) Client’s professional advisors whom Client shall advise of these confidentiality requirements and who shall be subject to such requirements and (b) pursuant to a requirement to disclose the same by law or subpoena. In the event of the breach or threatened breach of this confidentiality provision, Manager may seek a temporary restraining order, injunctive relief and/or damages, without any requirement of posting a bond or other security, as there may be no adequate remedy at law for violation of this paragraph. It shall not be a violation of this Section if Client shares this Agreement with Travel Parties if Client advises such persons of these confidentiality requirements and such persons agree to be subject to such requirements.

d) Survival. This Section 10 shall survive termination of this Agreement.

12. Third Party Agreements. Manager has entered into, and may in the future enter into, agreements with third parties (“Third Party Agreements”), including but not limited to Affiliates, property owners, property managers, home exchange companies and other strategic relationships (collectively, “Third Parties”) in connection with access to the Residences. In the event that Third Party Agreements are terminated or modified, certain Residences (or groups of Residences) could no longer be available to Client, and Client agrees that Manager and its Affiliates and all Third Parties shall have no liability to Client in the event of termination or modification of any one or more of the Third Party Agreements or reduction of inventory resulting therefrom. Manager is not a guarantor or surety of and not responsible for the performance of Third Party Agreements. Client is not a party or third party beneficiary to the Third Party Agreements. The obligations of Manager are not guaranteed by Third Parties and Client shall not look to any Third Party for the performance of the obligations of Manager under this Agreement. In addition, Manager may, as a courtesy to Clients, provide Clients with information about the providers of certain third party services (“Service Provider”). Any such information given by Manager is without representation or warranty of any kind or nature. Manager does not screen, evaluate, check references for or endorse any Service Provider. The decision to hire any Service Provider is the sole responsibility of Client. Service Providers are not employees or agents of Manager and do not represent, speak for or to act on behalf of Manager in any way. Further, Client agrees that neither Manager nor its Affiliates shall be liable for and are hereby released from any liability, loss, damage, or other claim with respect to any services or products provided by any Service Provider.

13. General Provisions.

a) Waivers. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power, privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise of the same or any other right, power, privilege or remedy, nor shall any waiver thereof on any one or more occurrences be construed as a waiver thereof with respect to any other occurrence.

b) Severability. Any provision of this Agreement that is determined by a court of competent jurisdiction or arbitration forum having jurisdiction, to be prohibited or unenforceable shall only affect the applicable provision or provisions without invalidating or reforming the remaining provisions hereof.

c) Binding Nature; Assignment. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. Manger may assign this Agreement, any other agreements or understandings with Client and any information related to Client and the Travel Party in connection with the Account and this Agreement to its Affiliates and any person or entity that acquires the business or assets of Manager or the QCoins Program (without acquiring other business or assets of Manager), including without limitation, by acquisition, merger or business combination. Manager reserves the right to change the name of the Program and of QCoins. Client may not assign this Agreement except as specifically provided in this Agreement. Except for Indemnitees, there are no third party beneficiaries of this Agreement. “Client” is the person or entity signing this Agreement and does not include Client’s spouse or other family members; notwithstanding that they may have rights to make Reservations under this Agreement or the Rules.

d) Third Parties. Except for Indemnitees, there are no third party beneficiaries of this Agreement.

e) Limitation of Liability. Each party hereby irrevocably, voluntarily and knowingly waives and will not bring any claim for any indirect, special, consequential or punitive damages against the other Party or its Affiliates. In no event shall any of Manager’s employees, trustees, agents, partners, officers, directors, attorneys or owners be liable, in contract, tort or in equity with respect to rights and obligations of the Parties under the this Agreement. CLIENT ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT IS BETWEEN MANAGER AND CLIENT AND THAT IN NO EVENT SHALL ANY AFFILIATES OF MANAGER OR ANY THIRD PARTY BE RESPONSIBLE OR LIABLE TO CLIENT OR ANY OTHER PERSON CLAIMING THROUGH CLIENT.

f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without application of choice of law principles.

g) Counterparts. This Agreement may be executed in any number of counterparts; each deemed an original as against any party whose signature appears thereon, and all together constituting the same instrument. The receipt of the signature of a party transmitted via facsimile, PDF or other electronic signature facilitated through an electronic signature company such as DocuSign or similar company, is satisfactory to bind such party to the provisions of this Agreement and any other document so signed. Furthermore, this Agreement is binding on Client if Client provides manifestation of intent to be bound, including by providing an electronic signature or by clicking a check box to demonstrate Client’s acceptance on an electronic version of this Agreement on Manager’s website.

h) Notices. Client expressly consents to receiving notices and other communications under this Agreement via email and as posted onto Manager’s website. Client acknowledges that the Rules will be posted on Manager’s Website and that separate hard copies of the Rules do not need to be provided to Client. Client agrees to be bound by Rules in effect from time to time, as amended by Manager in its sole discretion, subject to this Agreement.

i) Entire Agreement. HIS AGREEMENT (INCLUDING ADDENDA AND RULES) CONSTITUTES THE ENTIRE AGREEMENT AND UNDERSTANDING WITH RESPECT TO THE MATTERS SET FORTH IN THIS AGREEMENT AND THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS HEREOF, SUPERSEDING ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS, REPRESENTATIONS, PROMISES, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS, WHETHER WRITTEN OR ORAL, NOT CONTAINED IN THIS AGREEMENT AND, IF GIVEN OR MADE, CLIENT HAS NOT RELIED UPON ANY SUCH INFORMATION OR REPRESENTATION; ANY SUCH RELIANCE BEING HEREBY EXPRESSLY DISCLAIMED. ALL EXHIBITS, SCHEDULES, ADDENDA AND THE RULES REFERENCED IN THIS AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE.

j) Headings. Headings used in this Agreement are for convenience only and do not constitute terms of this Agreement.

k) Effectiveness. Client expressly acknowledges and agrees that this Agreement shall become effective only when it has been countersigned by Manager.

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QCoins RULES
Last Updated: February 1, 2017

These QCoins Rules ("Rules") are intended to promote the effective and productive management of the QCoins program and the enjoyment of Clients and their Authorized Users, who shall abide by these Rules as they may be modified or amended from time to time, by Quintess Collection, LLC (“Manager”) in its sole and absolute discretion. Capitalized terms not otherwise defined herein have the meanings given to them in the QCoins Agreement between each Client and Manager (as applied to each Client, the “Agreement”). These Rules are incorporated into and made a part of the Agreement.