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1. Definitions
The following terms are applicable to all exchanges made under
the Resort to Resort Exchange Program.
Company means Intrawest Trading Company Inc., a Delaware corporation
having an office at 1 Willow Ridge, Palm Desert, California,
92260.
Deposit Confirmation means an acknowledgement by the Company
that a Member's Occupancy Period has been accepted by the Company.
Domestic Exchange means an exchange of an Occupancy Period at
a Home Resort or an Occupancy Period at a Host Resort where both
the Home Resort and Host Resort are within the same continent.
Home Resort means the resort in which a Member holds an ownership
interest.
Host Resort means a resort to which a Member has been issued
a Reservation Confirmation.
International Exchange means any exchange other than a Domestic
Exchange.
Member means an individual who has been accepted by the Company
as a Member of the Resort to Resort Exchange Program.
Member’s Account means an account maintained by the Company
for each Member setting out the number of Resort Credits issued
to the Member in exchange for deposit of Occupancy Periods into
the Resort to Resort Exchange Program.
Member Resort means any resort which has been accepted by the
Company into the Resort to Resort Exchange Program and includes
all Home Resorts and Host Resorts.
Membership Application means the application completed by each
person who applies for a membership in the Resort to Resort Exchange
Program.
Occupancy Period means either consecutive five (5) night or
consecutive seven (7) night periods of usage at a unit in a Member
Resort. Five (5) night Occupancy Periods begin on a Sunday and
seven (7) night Occupancy Periods begin either on a Friday or
a Sunday, depending on the Member Resort.
Property Manager's Verification means a written acknowledgement
from a property manager or rental manager confirming that an
Occupancy Period is available for deposit by a Member into the
Resort to Resort Exchange Program.
Reservation Confirmation means the written confirmation issued
by the Company to a Member on the completion of the reservation
of occupancy at a Host Resort.
Resort Credits means the credits issued to a Member on the deposit
of an Occupancy Period into the Resort to Resort Exchange Program
and which are used by a Member to complete the reservation of
an Occupancy Period at a Host Resort.
Resort Directory means the directory prepared by the Company
from time to time describing the Member Resorts.
Resort to Resort Exchange Program means the exchange program
operated by the Company for the benefit of the Members in order
to allow Members to exchange Occupancy Periods at participating
resorts.
Seasonality Codes means the Seasonality assigned by the Company
to each day of the year at all Member Resorts for exchange purposes.
All Seasonality Codes at each Member Resort are designated as
either “Holiday” (red), “Prime” (yellow), “Secret” (green)
or “Peace and Quiet” (blue).
2. Participation
2.1 Enrollment
If a person completes a Membership Application, is accepted
for membership in the Resort to Resort Exchange Program and pays
an initial enrollment fee and subsequent annual membership fees,
then the person may participate in the Resort to Resort Exchange
Program. The sale of the unit in a Host Resort will automatically
cancel the membership in the Resort to Resort Exchange Program
and the Member selling his or her unit will not be entitled to
a refund of any fees previously paid to the Company.
2.2 Membership Renewal
Continued participation in the Resort to Resort Exchange Program
is conditional upon the payment of all fees or any other charges
due to the Company including the annual membership fee for each
year. The Company will forward the Member the annual statement
setting forth the annual membership fee payable by the Member.
If a Member fails to pay the membership fee within 90 days following
the Membership, then the Company reserves the right to cancel
the membership and assess the Member an initial enrollment fee
if the Member subsequently elects to reinstate his/her membership.
2.3 Co-Ownership
Co-owners of Resort Homes who reside at the same address may
be enrolled into the Resort to Resort program under a single
Membership. If co-owners do not reside at the same address, such
co-owners, if they wish to become Members, must apply for separate
Memberships.
2.4 Corporate Ownership
If a corporation, partnership, trust, or other entity wishes
to attain Membership to the Resort to Resort Exchange Program,
an enrollment application must be completed and the Owner must
appoint a contact person for the Resort to Resort Membership.
The Company shall communicate only with the contact person for
all purposes of the program.
2.5 Acknowledgement of Guidelines
Each person, on the completion of a Membership Application,
agrees to be bound by the Guidelines as amended by the Company
from time to time.
2.6 Property Management
Each Member also agrees to have his or her Ownership Interest
managed by a property manager acceptable to the Company.
3. Member Resorts
3.1 Initial Evaluation
If the Company determines that there is a sufficient number
of persons at a resort location who wish to become Members of
the Resort to Resort Exchange Program, it then shall conduct
an evaluation of the resort and if satisfied that the resort
meets the quality standards under the Resort to Resort Exchange
Program, then the Company shall prepare a calendar setting forth
the Seasonality Codes for the resort and the corresponding Resort
Credits to be issued to a Member who deposits an Occupancy Period
into the Resort to Resort Exchange Program and shall designate
the resort as a Member Resort in the Resort to Resort Exchange
Program.
3.2 Calendars
Thereafter, on an annual basis, the Company shall issue a calendar
for the Member Resort based on the Seasonality Codes established
on the initial evaluation. The Company reserves the right to
re-evaluate the Seasonality Codes of all Member Resorts from
time to time and to adjust the Seasonality Codes based on the
Company’s analysis of the demand by Members for occupancy
in each Member Resort.
3.3 Resort Directory
The Company shall prepare and update the Resort Directory from
time to time. The Resort Directory will contain a description
of each Member Resort together with the Seasonality Codes and
corresponding Resort Credits for each Occupancy Period.
3.4 Property Standards
Each Member shall maintain his or her unit to the standards
established by the Company from time to time. If a Member fails
to maintain his or her unit to the standards established by the
Company then the Company may suspend the Member's membership
or decline to accept a deposit from the Member into the Resort
to Resort Exchange Program or both.
4. Making an Exchange
4.1 Depositing an Occupancy Period
A Member may deposit an Occupancy Period not less than six (6)
months but no more than twenty (24) months prior to the commencement
date of the Occupancy Period. The Company reserves the right
to limit the number of Occupancy Periods deposited from each
Member Resort in order to match the supply of Occupancy Periods
with the anticipated reservation demand.
4.2 Member Services
A Member may deposit an Occupancy Period into the Resort to
Resort Exchange Program by contacting the Member Services department
at 1-800-955-2692 within North America, or 604-697-8982 internationally,
or via e-mail at members@resort2resort.com.
4.3 Property Management Verification
In order to deposit an Occupancy Period:
(a) a Member must notify his or her property manager of the
intended deposit; and
(b) the property manager must provide the Property Management
Verification to the Company.
4.4 Deposit Confirmation
Upon receipt of the Property Manager’s Verification, the
Company will transfer Resort Credits to the Member's Account
which correspond to the Occupancy Period deposited into the Resort
to Resort Exchange Program.
4.5 Deposited Occupancy Period
Once the Company has issued the Deposit Confirmation and transferred
the Resort Credits to a Member’s Account, all rights to
use the Occupancy Period are immediately and irrevocably assigned
to the Company and the Member can neither cancel the deposit
nor withdraw the Occupancy Period from the Resort to Resort Exchange
Program.
4.6 Completing a Reservation
A Member may request a reservation for an Occupancy Period at
a Host Resort and, subject to availability, shall complete the
exchange by authorizing the Company to debit the required number
of Resort Credits for the requested Occupancy Period from the
Member’s Account. On the debit of Resort Credits, the Company
shall issue a Reservation Confirmation. There are a number of
factors which affect if and when a reservation request can be
confirmed, including the Host Resort location requested, the
number of days which have elapsed since the initial reservation
request was placed, the number of days in advance of the arrival
date that a Member deposited his or her Occupancy Period and
the Seasonality Code attached to the Occupancy Period deposited
into the Resort to Resort Exchange Program.
4.7 Reservation Service Charge
No fee is required to deposit an Occupancy Period into the Resort
to Resort Exchange Program. A reservation service charge is,
however, required to be paid when completing a reservation of
an Occupancy Period (see section 5.6).
4.8 Guest Certificate
A Reservation Confirmation may not be used by a Member for any
commercial purpose, including auction, rental or sale. A Reservation
Confirmation may only be used by the Member who reserves it,
unless the Member purchases a guest certificate from the Company.
All persons under the age of 21 must be accompanied by a person
over the age of 21. Guest Certificates may not be used for any
commercial purpose including rental, auction, or sale.
4.9 Cancellation
All Reservation Confirmations made under the Resort to Resort
Exchange Program are final. Once made, reservations cannot be
cancelled or changed.
4.10 Expiry of Resort Credits
Resort Credits automatically expire if the Resort Credits have
not been spent by a Member within two (2) years of deposit into
the Member’s Account. Once the Resort Credits have expired,
they are no longer available for use by a Member.
4.11 Acknowledgement
Each Member who participates in the Resort to Resort Exchange
Program acknowledges that:
(a) the Company has made all reasonable efforts to ensure that
the information published in the Resort Directory is accurate.
The Member, however, acknowledges that the facilities at Member
Resorts, together with individual rooms may vary in size, décor,
view and interior detail from the information contained in the
Resort Directory;
(b) the Company is not liable for any damage, loss or theft
to personal property or for any personal or bodily injury which
occurs at a Member Resort;
(c) Members agree to comply with all rules and regulations
of the Host Resort;
(d) a visiting Member is liable for the cost and expense of
any maintenance, repair or replacement of any Host Resort facility,
caused by the negligent or intentional acts of the visiting Member
or the visiting Member’s guests, family members, licensees
or invitees;
(e) the Resort to Resort Exchange Program should not be the
primary reason for purchasing an ownership interest at a Member
Resort.
(f) the use of Resort Credits with Host Resorts are based on
availability at such Host Resort and there can be no guarantee
that a reservation request will be confirmed for the requested
Occupancy Period at the requested Host Resort.
(g) the Company reserves the right to refuse to renew the membership
to any Member in the Resort to Resort Program.
5. General
5.1 Interpretation, Applicable Law and Governing Jurisdiction
The terms and conditions of the Resort to Resort Exchange Program
shall be construed under the laws of California. By paying an
annual membership fee, each Member consents to the exclusive
subject matter and personal jurisdiction of California. Any dispute
arising out of or in connection with these Guidelines, including
any question regarding their existence, validity or termination,
shall be referred to and finally resolved by arbitration administered
by the American Arbitration Association in accordance with its
rules (“Rules”), which Rules are deemed to be incorporated
by reference into these Guidelines except to the extent that
any such Rules conflict or are inconsistent with any of the provisions
of this Section in which case the provisions of this Section
shall prevail. In connection with any such arbitration, the parties
shall be entitled to discovery including, without limitation,
the right to require by notice the appearance of any other party
at a deposition of such party, the service of written interrogatories
and the production, upon notice, of documents, all as provided
under the law applicable to these Guidelines in a case brought
before a court of law, including, but not limited to, California
Civil Code Section 1283.05. The arbitration tribunal shall consist
of that number of arbitrators equal to the number of parties
to the arbitration provided that the total number of arbitrators
shall not exceed three and that if there shall be an even number
of arbitrators, the arbitrators selected shall together select
one additional arbitrator. If the number of parties to the arbitration
exceeds three, more than three arbitrators are nominated by such
parties, and the parties cannot agree on three arbitrators from
those nominated within fifteen (15) days from expiration of the
latest Nomination Date (defined below), the party initiating
the arbitration shall obtain an order of the applicable court
appointing three arbitrators from those nominated by the parties.
If any party fails to nominate an arbitrator within thirty (30)
days from the date of receipt of a demand for arbitration by
such party (the “Nomination Date”), the nominees
of the parties appointing arbitrators within said time period
shall be the sole arbitrators subject to the nominated arbitrator’s
selection of additional arbitrators as provided above. The place
of the arbitration shall be held in Los Angeles, California.
Each party waives any right which it may have to any substantive
review of any arbitration awarded by the court of the jurisdiction
in which the arbitration is conducted and agrees that the award
of the arbitrators in any such arbitration proceedings shall
be final and without any right of appeal. The arbitration award
may be entered as a final judgment in the court of any jurisdiction
in which such entry shall be recognized under applicable law.
Any arbitration award shall include an award of costs and attorneys’ fees
to the prevailing party. Upon the application of any party to
these Guidelines, and whether or not an arbitration proceeding
has yet been initiated, all courts having jurisdiction hereby
are authorized to: (a) issue and enforce in any lawful manner
such temporary restraining orders, preliminary injunctions and
other interim measures of relief as may be necessary to prevent
harm to a party’s interests or as otherwise may be appropriate
pending the conclusion of arbitration proceedings pursuant to
these Guidelines; (b) enter and enforce in any lawful manner
such judgments for permanent equitable relief as may be necessary
to prevent harm to a party’s interests or as otherwise
may be appropriate following the issuance of arbitral awards
pursuant to these Guidelines. Except as otherwise provided herein,
each party involved in any arbitration proceeding pursuant to
this Section shall pay its own expenses in connection therewith.
The Resort to Resort Guidelines may vary from project to project.
5.2 Additional Products and Services
The Members acknowledge and agree that the Company may, on occasion,
offer various products and services through electronic correspondence
or telemarketing programs and the Member consents to such electronic
and telephonic solicitation including, but not limited, solicitation
through electronic mail, automatic dialing equipment and/or pre-recorded
messages.
5.3 Amendments to Resort to Resort Exchange Program
The Company reserves the right to change the Guidelines of the
Resort to Resort Exchange Program, including the Seasonality
Codes and Resort Credits at Member Resorts. In addition, the
Company reserves the right to add or delete participating Member
Resorts on an ongoing basis.
5.4 Termination
The Company may terminate the Resort to Resort Exchange Program
upon one (1) year’s prior written notice. The Company may
also, at its sole discretion, refuse to renew the annual membership
of a Member in the Resort to Resort Exchange Program.
5.5 Liability
The Company’s liability to any Member is limited to the
annual membership fee paid by the Member to the Company.
5.6 Fees
The fees set forth below are applicable to Members.
(a) The initial enrollment fee is currently $299.00 (United
States Dollars) plus applicable taxes;
(b) The annual membership fee is currently $199.00 (United States
Dollars) plus applicable taxes;
(c) The Domestic Exchange reservation service charge is currently
$29.00 (United States Dollars) per night reserved, plus applicable
taxes;
(d) The International Exchange reservation service charge is
currently $39.00 United States Dollars) per night reserved, plus
applicable taxes;
(e) The guest certificate fee is currently $49.00 (United States
Dollars) per Reservation Confirmation, plus applicable taxes;
(f) If a Member sells, rents, exchanges or otherwise assigns
an accommodation in a Host Resort to any third party after an
Occupancy Period for the accommodation has been deposited into
the Resort to Resort Exchange Program and a Deposit Confirmation
has been issued, the Company will assess such Member an administration
fee in the amount of $500 in United States Dollars, and the Member
will be responsible for all liability, costs and expenses incurred
by the Company in connection with the double occupancy of accommodations
by the Member, including the cost of arranging alternate accommodation
for the exchange Member and the legal fees of the Company. The
Company also reserves the right to suspend membership privileges
in these circumstances.
(g) Some jurisdictions have imposed a tax on the occupancy
of resort accommodations and any bed tax, transit and occupancy
tax or similar tax will be the responsibility of the Member using
the Host Resort Accommodation. Members are also responsible for
paying any value added tax, goods and services tax or applicable
sales tax charged by governmental authorities in connection with
the initial enrollment fee, the annual membership fee or the
reservation service charge.
(h) Members are also responsible for all personal charges,
such as telephone calls and meals at the Host Resort and any
utility surcharges. Fees, if any, charged by the Host Resort
for the use of amenities are determined and levied by each Resort
and the exchanging Member is responsible for payment of those
fees.
(i) Host Members will also be responsible for paying costs
associated with the cleaning of their Occupancy Period which
they have deposited into the Resort to Resort Exchange Program.
Fees charged by the Company may be amended at the Company’s
sole discretion from time to time upon notice to the Members.
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