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DREAMSTAR CLUB RULES

PART 1

Definitions

Unless defined elsewhere in these Club Rules, the following terms and phrases shall have the meaning given to them below.

Benefits means those services offered to Members pursuant to the Club Documents from time to time.

Club means the “DreamStar Club,” a membership club created, organized and governed by the Club Documents.  The Club is not a legal entity or association of any kind, but instead is a service name given to the variety services and vacation and travel benefits currently offered pursuant to the Club Documents.

Club Documents means, with respect to each Member, collectively these Club Rules, his or her Purchase Agreement, the Understanding and Acknowledgment, and any executed enrollment applications required by a Provider, as each may be amended from time to time in accordance with their respective terms.

Club Dues means an annual payment required from each Member and consisting of “Base Dues” in an amount necessary to pay the aggregated expenses necessary to operate and manage the Club and, with respect to each Member, “Personal Obligations” in an amount necessary to pay both the expenses incurred in relation to enhanced services and benefits offered to that Member and any amounts (including interest, fines and penalties) levied upon that Member under the Club Documents.

Club Manager means an entity designated to manage the business and affairs of the Club.  As of the date hereof, DreamStar Resorts, Inc., a Delaware corporation with an address of PO Box 14673 Scottsdale, AZ 85267-4673, has been designated as Club Manager.

Club Regulations means those policies, rules and regulations that may be adopted by Club Manager from time to time to supplement these Club Rules. Club Manager has the authority to interpret, enforce and amend the Club Regulations as necessary or advisable from time to time.

Credits means RCI points or Savings dollars or any other fiat currency that is included as a part of the club program provided and tracked by the respective issuing entity.

Guest means a Member’s family member, friend or invitee occupying accommodations through the Club, whether or not accompanied by the Member.

Law means all statutes, ordinances, codes, regulations, resolutions, rules, requirements, and directives of any governmental authority.

Member means the record holder of one or more Memberships.

Membership means, collectively, the rights and obligations accruing to a Member pursuant to the Club Documents.

Provider means any third-party merchant, manufacturer, vendor, or supplier that offers Benefits hereunder.

Terms  means those certain terms and conditions approved by a Provider upon which a Member may access a Benefit, inclusive of any website terms of use and privacy policies approved by a Provider.  Except to the extent to Terms are expressly set forth in these Club Rules or any Club Regulations, Club Manager is not responsible for the approval or enforcement of any Terms.

Transfer means, inclusively, to sell, transfer, bequeath, gift, convey or otherwise dispose of, voluntarily or involuntarily, a Membership in whole or in part.  A Transfer shall also include any change in the majority ownership or control of a Member that is not a natural person.

PART 2

Qualification

Only Members may access the Club, and each Member agrees to notify the Club Manager if he/she becomes aware of any unauthorized use of a Membership.  Membership is available to all individuals 21 years of age or older that hold a valid credit or debit card.  Individuals residing in countries subject to sanctions by the United States or appearing from time to time on the Specially Designated Nationals and Blocked Persons List and the Terrorism List, as such lists are maintained by the U.S. Office of Foreign Assets Control, are ineligible for Membership.  Membership in the Club and use of its Benefits are not available in any jurisdiction where Membership is prohibited by law.

Benefits are available only to those Members in good standing.  A Member is in good standing so long as he/she is compliant with all obligations arising under the Club Documents, including timely payment of all Club Dues and other fees (as may be applicable). Members not in good standing may have their Membership terminated or suspended and risk the cancellation of any purchased Benefit without refund. Any value assignable to such forfeited rights and Benefits shall be retained by the Club Manager or the applicable Provider as liquidated damages, and not as a penalty. Termination of your Membership shall not limit any right to relief to which the Club Manager or a Provider may be entitled, at law or in equity.

PART 3

Membership Benefits

Members use credits to access Benefits.  Credits are an administrative management tool used in conjunction with the Club’s management systems – credits are allotted to Members on an annual basis in an amount fixed by the Purchase Agreement, and Benefits are valued in credits to effectuate a symbolic use comparison tool.  Credits have no independent value except to permit the reservation of Benefits made available to Members through the Club.

Benefits available through Providers may vary from time to time, and the Club Manager reserves the right to change, modify, substitute or eliminate certain Benefits and/or Providers on a temporary or permanent basis from time to time. Each Provider is responsible for valuing all Benefits it offers, and, as a consequence, Providers solely determine whether these valuations reflect discounts or prices not otherwise available to the general public.  Unless otherwise expressly provided, any funds paid in exchange for the Benefit shall be collected by the Provider, and the Club Manager will not place Member’s funds in a trust or security account.  The Club Manager makes no guarantees that any particular Benefit from any particular Provider will be available from time to time or at any particular time. Each Provider is solely responsible for fulfilling the Benefits it provides to Members.  Unless otherwise expressly stated, Club Manager neither offers Benefits nor has any obligation as to their fulfillment.  Fulfillment is the responsibility of the Providers offering the Benefits, and Members must comply with the terms and conditions applicable to any particular Benefit.  Member understands that each Provider establishes the Terms applicable to the Benefits it offers, and that Terms may change from time to time.

In connection with the foregoing, Members are advised to carefully review and understand the applicable Terms. In particular, it is important for Members to understand their rights and obligations with regard to cancellation; refunds; minimum stay requirements; late arrival; upgrades and extension of reserved periods; taxes, surcharges and other fees; advance deposits; gratuities; and amenities and incidental benefits.  Unless the Benefit is expressly described as including transportation and/or meals, Members should presume that such items are excluded.

PART 4

Management

The Club Manager manages the business and affairs of the Club and may exercise its authority in its sole, absolute and unfettered discretion.  Club Manager shall perform all services necessary for the operation and the maintenance of the Club in a reasonable and professional manner. Club Dues will be determined by the Club Manager based upon its experience in operating the Club and the expenses incurred in making Benefits available to the Members; provided, however, that Club Dues may not be increased or decreased by more than ten percent (10%) in any one-year period except where increased costs are passed along to the Members after third parties (such as insurance companies, taxing authorities, utility companies, and Providers) increase their fees and charges. No Member or Guest may interfere with Club Manager in the performance of its duties or the exercise of any of its powers described in the Club Documents.  Nothing herein limits Club Manager’s ability to contract with one or more third parties to perform some or all of the functions authorized to be performed by the Club Manager, including, but not limited to, administering the Club or managing the Benefits.  In the event Club Manager delegates any of its authority hereunder, that agent or contractor shall also be referred to as Club Manager hereunder.

PART 5

Member Obligations

A Member shall comply at all time with the terms and conditions of the Club Documents, irrespective of any attempted unilateral resignation or termination.  In the event Club Manager determines that a Member is in breach of his or her obligations under the Club Documents, Club Manager may deny that Member’s access to Benefits.

Memberships may not be used for any purpose that the Club Manager could reasonably conclude constitutes a commercial enterprise or practice.  Member is advised that each Provider offers Benefits subject to certain use and occupancy rules and regulations including, without limitation, rules and regulations governing number of occupants, pets, smoking, vehicle parking, establishing credit, and other conduct, and Member agrees to comply with all such rules and regulations.

Club Manager may require that any funds owed by a Member be paid: (a) in full prior to a predetermined deadline; (b) quarterly, in advance; or (c) pursuant to any other schedule adopted by the Club Manager.  If any Member is delinquent in paying any charges, Club Manager may accelerate any unpaid installments and collect from that Member interest at the maximum non-usurious interest rate allowed by Law and expenses including collection costs and reasonable attorneys’ fees.  All payments shall be first applied to interest, expenses and late charges, and then to the amounts owing according to their aging.  No Member may withhold payment of any sum due hereunder because that Member was unable to use and enjoy his or her credits for any reason, including suspension. The payment obligation is a separate and independent covenant on the part of each Member.

In the event that Club Manager determines that a Member is in breach of the Club Documents, it will provide the Member with written notice of such breach using the Member’s contact information as recorded in the Club’s records (“Notice”).  In the event the Member has not cured the breach listed in the Notice to the reasonable satisfaction of Club Manager within thirty (30) days, the Club Manager may thereafter redeem the Member’s Membership, and thereafter the Member shall have no right to exercise any privileges or enjoy any benefits associated with the redeemed Membership, and shall accept a release from the noticed breach as full and complete consideration for the redeemed Membership and all rights accruing thereunder.  Club Manager, on behalf of the Club, shall in turn accept the redeemed Membership as full consideration for any sums due pursuant to the noticed breach, and release any deficiency rights. 

PART 6

Transfer of Membership

A Membership may Transferred under the following conditions: (a) no past due amounts owing hereunder are outstanding as of the date of transfer; and (b) the transferee agrees in writing to abide by the Club Documents.  The Club Manager may charge an administrative fee with respect to any transfer of a Membership.

PART 7

Communications

Each Member agrees that the Club Manager may send the Member certain information regarding the Club that may include printed and/or electronic periodic account statements and other information necessary for Membership administration, printed or email marketing materials informing Members of special offers and products that Club Manager believes would be of interest to Members, and marketing materials from third parties that have a strategic marketing relationship with the Club Manager or DreamStar Resorts, Inc. Members consent to receive these types of information, provided, in each instance, they are given the opportunity to opt-out of similar future mailings.

The Club Manager reserves the right from time to time to post information regarding the Club and Memberships to websites operated by the Club Manager for the benefit of the Members (each a “Website”).   Use of a Website will be subject to the Website’s mandatory terms of service.  Member’s access to a Website may be conditioned in part upon compliance with security protocols, including the use of a username and password.   Members are prohibited from sharing their username and/or password, and agree to notify the Club Manager in the event he, she or it believes their username and/or password becomes compromised. A Member’s username and/or password may be suspended or terminated in the event a Member is in breach of the Club Documents.

All notices, demands or other writings contemplated hereunder will be in writing and deemed given: (a) to Club Manager if such notice is delivered by hand or a generally recognized overnight courier service or facsimile; and (b) to a Member, if such notice is delivered to the Member by hand, a generally recognized overnight courier, facsimile or electronic mail.  Any notice, if served by: (i) hand or recognized courier service, shall be deemed served upon receipt by the addressee; (ii) facsimile, shall be deemed served upon report confirming transmission of the facsimile to the recipient; or (iii) electronic mail, shall be deemed served immediately upon transmission.   Members should not and cannot rely on verbal or telephonic instructions or notifications to Club Manager unless confirmed in writing by Club Manager. Each Member shall be solely responsible for ensuring that their contact information on record with the Club is current and accurate.

PART 8

Miscellaneous

These Club Rules may be modified as reasonably necessary to: (a) bring any provision of these Club Rules into compliance with law, tax concession or agreement; (b) cure any ambiguity or correct or supplement any provisions of these Club Rules that are defective, missing or inconsistent with any other provisions of the Club Documents; (c) correct any typographical errors; (d) enhance the collective enjoyment of the Members over the long term; or (e) create or eliminate classes or types of Memberships. The failure or delay of any party at any time to require performance by the other party of any provision hereunder, even if known, will not affect the right of such party to later require performance of that provision, unless such party expressly agrees to such waiver in writing. If any provision herein shall be held to be illegal, invalid or unenforceable, in whole or in part, such provision or part shall, to that extent, be deemed not to form part of these Club Rules, but the legality, validity and enforceability of the remainder of these Club Rules shall not be affected.