DR.NIGHTS EXCHANGE COMPANY ENROLLMENT AGREEMENT
Providing Access To
DR.NIGHTS VACATION CLUB DESTINATIONS™ EXCHANGE PROGRAM
This DR.NIGHTS Exchange Company Enrollment Agreement (“Enrollment Agreement”) is made and entered into as stamped in electronica signature by and between DR.NIGHTS Resorts, Travel Company, SRL, a Dominican Republic corporation d/b/a DR.NIGHTS Exchange Company (“DR.NIGHTS EC”), having offices and its principal place of business at Plaza Bavaro local3-A, Higuey, Dominican Republic, and Signer of this document (“Vacation club member”).
W I T N E S S E T H:
The vacation club program listed above shall be hereinafter referred to in this Enrollment Agreement collectively as the “Vacation Club” and the vacation club interests listed above shall hereinafter be referred to in this Enrollment Agreement as the “Vacation club Interest(s).”
WHEREAS, DR.NIGHTS EC is an exchange company registered under the laws of the Dominican Republic and is in the business of affording vacation club members at resorts affiliated with DR.NIGHTS EC the opportunity to utilize the vacation club services and related benefits provided by DR.NIGHTS EC (the “Vacation Club ”); and
WHEREAS, DR.NIGHTS EC has determined to allow certain vacation club members at the Resort to voluntarily elect to participate in the Program (“Vacation Club”); and
WHEREAS, Vacation club member desires to become an Exchange Member and participate in the Program; and WHEREAS, capitalized terms not defined in this Enrollment Agreement are defined in the Exchange
Procedures for the DR.NIGHTS Vacation Club Destinations Exchange Program (“Vacation Club Exchange Procedures”).
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained in this Enrollment Agreement, the parties hereby agree as follows:
Vacation club member voluntarily enrolls in the Program by executing and delivering this Enrollment Agreement, and upon payment of a one-time enrollment fee in the amount of $10,700.00 USD Vacation club member will become an Vacation Club Exchange Member. By executing this Enrollment Agreement, Vacation club member represents and warrants to DR.NIGHTS EC that, as an Vacation club member:
has or will have the legal right to use the Vacation club Interest or make it available for reservation through the Program;
b. will not sell or otherwise encumber the Vacation club Interest without notifying DR.NIGHTS EC in writing at least thirty (30) days in advance;
agrees to comply with the terms and conditions of this Enrollment Agreement, Exchange Procedures, and the rules, regulations and restrictions of any resort affiliated with the Program at which Vacation club member reserves Accommodations; and
has paid, or will pay when due, all maintenance fees, assessments, payments applicable to the Vacation club Interest, along with any exchange fees and annual dues charged by DR.NIGHTS EC. If Vacation club member fails to pay any of the preceding fees, dues, taxes, or assessments, then DR.NIGHTS EC may terminate this Enrollment Agreement and Vacation club member’s participation in the Program. Moreover, if Vacation club member fails to pay when due, any exchange fees and annual dues charged by DR.NIGHTS EC, then Vacation club member will be required to pay the then- current enrollment fee to re-enroll in the Program.
Following enrollment, Vacation club member must maintain status as a Member in Good Standing to continue participation in the Program, including the payment of all required payments to the Resort vacation club members’ association and/or Affiliate Program Manager and Component Manager relating to the Vacation club member’s Vacation club Interest (including, as applicable, assessments, ad valorem taxes, and annual dues), and payment of any future-imposed annual dues, if any, and any applicable reservation services fees, if any, as set forth in the Exchange Procedures. If Vacation club member’s Vacation club Interest is an alternate year interest, Vacation club member will still be required to pay dues on an annual basis. If Vacation club member is delinquent in the payment of any maintenance fees, assessments, annual dues, or taxes associated with the Vacation club Interest, Vacation club member may be denied the right to make a reservation through DR.NIGHTS EC. DR.NIGHTS EC also reserves the right to cancel Vacation club member’s participation in the Program in the event Vacation club member violates the terms and conditions of this Enrollment Agreement, the Exchange Procedures, Exchange Benefit rules, or any DR.NIGHTS EC-affiliated resort rules, regulations or restrictions.
For administrative convenience, DR.NIGHTS EC will charge annual dues to Exchange Members to reserve use of Accommodations in other DR.NIGHTS EC-affiliated resorts. Vacation club member will be eligible to book vacations at 50% off published prices associated with the Vacation club Interest with DR.NIGHTS EC at such time as DR.NIGHTS EC begins accepting submissions as determined by DR.NIGHTS EC, in DR.NIGHTS EC’s sole and absolute discretion,.
All submissions must be in whole week increments and must include use rights to the entire unit including any applicable “lock-off” portion of the unit. When Vacation club member elects to submit a booking with DR.NIGHTS EC, Vacation club member will receive a reservation confirmation to make use of Accommodations at DR.NIGHTS EC-affiliated resorts, subject to availability. Once an Exchange Member elects to submit a booking with DR.NIGHTS EC, the election is final and cannot be sold or transferred . Use of vacation packages sold is subject to the terms and conditions of the Booking Procedures. The Program is operated by DR.NIGHTS EC on a space available, first come, first served basis. DR.NIGHTS EC CANNOT GUARANTEE THAT A SPECIFIC RESERVATION REQUEST WILL BE CONFIRMED.
DR.NIGHTS EC and its affiliates shall not be liable to Vacation club member for Vacation club member’s failure to use his or her bookings or to receive a specific desired reservation confirmation. If Vacation club member fails to make any reservation or does not utilize all the Vacation club in a given Use Year, The vacation club will not be held liable nor is a refund in order.
Vacation club member recognizes and acknowledges that:
Vacation club member’s participation in the Program is voluntary and is not an appurtenance to vacation club membership of a Vacation club Interest;
b. this Enrollment Agreement with DR.NIGHTS EC is a separate and distinct contract from any contract with any developer or seller of Vacation club member’s Vacation club Interest;purchase or use of a membership in DR.NIGHTS EC for commercial purposes or for any purpose other than the personal vacation use of the Vacation club member or Vacation club member’s authorized guests as described in the Exchange Procedures is expressly prohibited;
DR.NIGHTS EC-affiliated resort Accommodations will vary in size, design, layout, furnishings and
occupancy;
Vacation club member is responsible for payment of any personal expenses incurred while occupying Accommodations at DR.NIGHTS EC-affiliated resorts, as well as for any damage or loss caused or suffered by the Vacation club member or Vacation club member’s guests;
DR.NIGHTS EC reserves the right to suspend Vacation club member’s participation in the Program if the Resort fails to maintain and manage the accommodations and facilities of the Resort at the level of quality and customer service established by DR.NIGHTS EC for all DR.NIGHTS EC-affiliated resorts from time to time. In such event, DR.NIGHTS EC may terminate this Enrollment Agreement and Vacation club member’s participation in the Program without any further obligation upon providing notice to Vacation club member;
representations concerning participation in the Program are limited to written materials supplied by DR.NIGHTS EC or otherwise approved by DR.NIGHTS EC in writing. ALL OTHER REPRESENTATIONS ARE NOT VALID OR BINDING ONDR.NIGHTS EC;
the Program should not be the primary reason for purchasing a Vacation club Interest, and should not be relied upon in determining the value of that Vacation club Interest for sales purposes. DR.NIGHTS EC reserves the right from time to time to adjust the fee for enrollment or deposit associated with the Vacation club Interest, or necessary to reserve Accommodations, due to changes in demand in a specific market, other valuation parameters established by DR.NIGHTS EC, or as might be required bylaw;
DR.NIGHTS EC and its affiliates are not liable for any damage, loss or theft to personal property left in an Accommodation, Component, or resort affiliated with the Program; nor is DR.NIGHTS EC or its affiliates liable for any damage, loss or theft to personal property which occurs through Vacation club member’s use of an Accommodation, Component, or resort affiliated with the Program;
DR.NIGHTS EC and its affiliates are not liable for any personal or bodily injury which occurs at the Resort, an Accommodation, a Component, or resort affiliated with the Program;
upon renewal of membership in the Program, any and all claims against DR.NIGHTS EC or DR.NIGHTS EC affiliates are deemed waived at that time, and DR.NIGHTS EC and its affiliates are released from all liability, if any, arising out of participation in the Program which occurred prior to the renewal of same;
all rules, regulations, and restrictions of the Component at which Vacation club member is staying, as well as the terms and conditions of the Program, must be adhered to. Violation of such rules, regulations or restrictions or the terms and conditions of this Enrollment Agreement may result in the termination of this Enrollment Agreement and Vacation club member’s participation in the Program without further obligation by DR.NIGHTS EC;
if a Vacation club Interest is owned by multiple individuals or a legal entity such as a trust, limited liability company, corporation, or the like, a designated representative must be named in accordance with the rules and procedures adopted by DR.NIGHTS EC from time to time;
Vacation club member may not assign this Enrollment Agreement or Vacation club member’s rights or obligations under this Enrollment Agreement;
DR.NIGHTS EC, in DR.NIGHTS EC’s sole and absolute discretion, reserves the right to only offer participation in the Program through an enrollment agreement to those vacation club members who (i) purchased their vacation club interest from or through an “ApprovedBroker”, which includes: (a) the developer of the Resort; or (b) any broker
authorized, from time to time, by DR.NIGHTS EC; (ii) acquired their Vacation club Interest by virtue of being a Family Member by gift, will, divorce decree, testamentary disposition, intestate succession or trust from another vacation club member; or
(iii) are otherwise granted membership by DR.NIGHTS EC, upon the terms and conditions then determined by DR.NIGHTS EC in DR.NIGHTS EC’s sole and absolute discretion; and
DR.NIGHTS EC reserves the right to terminate this Enrollment Agreement and Vacation club member’s participation in the Program if the vacation club members’ association operating the Resort (“Resort Association”) does not reasonably cooperate with DR.NIGHTS EC’s operation of the Program, as determined in DR.NIGHTS EC’s reasonable discretion.
DR.NIGHTS EC does not make any representations as to the income or sales tax consequences of Vacation club member’s enrollment in or use of the Accommodations in the Program or as to the deductibility of related expenses such as interest, taxes and depreciation. Vacation club member should consult his or her own tax advisor as to these issues. Vacation club member should not enroll in the Program in reliance upon any particular kind of tax consequence. Vacation club member shall be responsible for the payment of any federal, state or local taxes incurred in connection with the purchase or use of a membership in the Program. Participation in the Program granted pursuant to this Enrollment Agreement automatically terminates in the event that Vacation club member voluntarily or involuntarily transfers the Vacation club Interest and owns no other vacation club interests in the Resort or any other interests that are affiliated with the Program.
Vacation club member SHOULD REFER TO THE EXCHANGE PROCEDURES, INCORPORATED HEREIN BY REFERENCE AND AS MAY BE AMENDED FROM TIME TO TIME, FOR DETAILS CONCERNING THE OPERATION OF THE DR.NIGHTS VACATION CLUB DESTINATIONS EXCHANGEPROGRAM.
All matters related to this Enrollment Agreement, the Exchange Procedures, the Program and the terms and conditions of participation in the Program shall be governed by, and shall be construed in accordance with, the laws of the Dominican Republic without regard to its conflict of law provisions. In the event any such suit or legal action is commenced by Vacation club member, the other party agrees, consents and submits to the personal jurisdiction of the country with respect to such suit or legal action, and Vacation club member also consents and submits to and agrees that venue in any such suit or legal action is proper only in said court and county, and each party hereby waives any and all personal rights under applicable law or in equity to object to the jurisdiction and venue of said court and county. Such jurisdiction and venue shall be exclusive of any other jurisdiction and venue.
Waiver of Jury Trial
BY ENROLLING IN THE PROGRAM, Vacation club member WAIVES ANY RIGHT Vacation club member MAY HAVE UNDER ANY APPLICABLE LAW TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR LEGAL ACTION WHICH MAY BE COMMENCED BY OR AGAINST DR.NIGHTS EC OR ITS AFFILIATES CONCERNING THE INTERPRETATION, CONSTRUCTION, VALIDITY, ENFORCEMENT OR PERFORMANCE OF THIS ENROLLMENT AGREEMENT, THE PROGRAM, THE TERMS OR CONDITIONS OF MEMBERSHIP, OR ANY OTHER AGREEMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH THE PROGRAM, INCLUDING THE EXCHANGE PROCEDURES.
Limitation of Liability
DR.NIGHTS EC’s liability to Vacation club member in connection with the Program and any claims related to or arising from this Enrollment Agreement is limited to the fees paid to DR.NIGHTS EC by Vacation club member during the then-current term. In no event shall DR.NIGHTS EC or an DR.NIGHTS EC affiliate be liable for any consequential, indirect, or special damages arising from Vacation club member’s use of or participation in the Program or arising from this Enrollment Agreement.
The initial term of this Enrollment Agreement shall commence on the date this Enrollment Agreement is executed and shall end after two years Upon expiration of the initial term, this Enrollment Agreement will automatically renew for an additional two (2) year term, unless Vacation club member elects to terminate upon receipt of notice of renewal from DR.NIGHTS EC, as permitted by applicable law. It is the intent of the parties that this Enrollment Agreement may be renewed in a similar manner for any number of successive two
(2) year terms. If Vacation club member makes a deposit of, or reservation for, a Use Period that occurs after the expiration of the then-current term of this Enrollment Agreement, or paid club dues to DR.NIGHTS EC for the year following the then-current term of this Enrollment Agreement, then Vacation club member will be deemed to have renewed this Enrollment Agreement for another two (2) year term. Notwithstanding anything in this Enrollment Agreement to the contrary, DR.NIGHTS EC reserves the right, in DR.NIGHTS EC’s sole and absolute discretion, to terminate the Program and/or not offer Vacation club member the right to renew this Enrollment Agreement.
In the event Vacation club member’s Resort Association does not cooperate with DR.NIGHTS EC or the Program, Vacation club member acknowledges and agrees that for the remainder of the then-current term Vacation club member will use Vacation club member’s best efforts to take any and all reasonable actions requested by DR.NIGHTS EC so that Exchange Members, Members, or persons who hold a reservation(s) through the Program for booked vacations associated with Vacation club member’s Vacation club Interest will continue to have access to such booked vacation package.
Vacation club member acknowledges and agrees that if DR.NIGHTS Resorts Hospitality Corporation or one of its affiliates is no longer the managing entity of the Resort, DR.NIGHTS EC or Resort Association may terminate this Enrollment Agreement and Vacation club member’s participation in that specific resort.
Vacation club member acknowledges and agrees that if DR.NIGHTS Resorts Hospitality Corporation or one of its affiliates is no longer the managing entity of the Resort, DR.NIGHTS EC or Resort Association may terminate this Enrollment Agreement and Vacation club member’s participation in that specific resort.
Vacation club member acknowledges and agrees that if DR.NIGHTS Resorts Hospitality Corporation or one of its affiliates is no longer the managing entity of the Resort, DR.NIGHTS EC or Resort Association may terminate this Enrollment Agreement and Vacation club member’s participation in that specific resort.
Vacation club member acknowledges and agrees that if DR.NIGHTS Resorts Hospitality Corporation or one of its affiliates is no longer the managing entity of the Resort, DR.NIGHTS EC or Resort Association may terminate this Enrollment Agreement and Vacation club member’s participation in that specific resort.
“Vacation club member”
“DR.NIGHTS EC”
DR.NIGHTS Resorts, Travel Company, Inc. d/b/a DR.NIGHTS Exchange Company
