Buyer Participation Agreement

Last Updated: April 5, 2014

Acceptance of Terms – Legally Binding Agreement

Welcome to Vacatia.com (the "Website"), the website of Vacatia, Inc., a Delaware corporation ("Company," "we" or "us"). The following Buyer Participation Agreement ("Buyer Agreement"), together with the Terms of Use, Privacy Policy and related documentation, govern your participation on the Website as a proposed buyer of one or more of the following: (i) a timeshare estate, (ii) a timeshare use right, (iii) points in a points-based timeshare system, or (iv) any other shared ownership vacation property interest, each of which shall be referred to herein as a "Vacation Ownership Interest" or "VOI." By using the Website you accept and agree to be bound and abide by the terms and conditions of this Buyer Agreement. In other words, this document becomes a legally binding agreement between you and us once you begin using the Website to purchase a Vacation Ownership Interest. If you do not agree to the terms and conditions of this Buyer Agreement, you must not access or use the Website as a Buyer of one or more VOIs.

By using this Website, you represent and warrant that you are 18 years of age or older and that you may legally enter into a binding contract. If you do not meet these requirements, you must not access or use the Website.

Changes to the Buyer Agreement

We may revise and update this Buyer Agreement from time to time in our sole and absolute discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set forth in the Governing Law and Jurisdiction Section below will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Website. Additionally, any transaction for which an escrow has already been opened shall be governed by the form of this agreement in effect at the time of the opening of such escrow notwithstanding any subsequent changes hereto prior to the closing of such escrow.

Your continued use of the Website following the posting of a revised Buyer Agreement means that you accept and agree to the changes. You are expected to check this page each time you access the Website so you are aware of any changes, as they are binding on you.

Representations and Warranties

As a Buyer purchasing a Vacation Ownership Interest advertised on the Website you hereby make the following representations and warranties upon which Company does rely:

  1. You understand that Vacatia is an information and advertising platform upon which third parties may post advertisements for the sale of VOIs, and that the Company's role is to maintain and support the platform. You understand that the Company is not a licensed real estate broker, licensed attorney or other licensed professional corporation, and does not engage in any activity for which a license is required. The Company makes referrals to professionals including, but not limited to, licensed real estate brokers, licensed attorneys, and title and closing agents, as and when necessary. The Company does not promote the sale of any specific VOI. Any use of the term "listing" on the Website refers solely to an advertisement posted by a Seller on the Website and does not connote any activities for which a real estate broker's license is required.
  2. You understand that any and all advertisements appearing on the Website for the sale of one or more VOIs has been posted by the Seller of such VOI who is solely responsible for the content of such advertisement and any and all representations contained therein. It is the sole responsibility of each Seller to properly classify the type of VOI advertised, and accurately describe all of the information relating thereto. You acknowledge that none of the Company, nor any of its officers, directors, employees, contractors or agents acting in their official capacity are responsible for the content posted on any advertisements regarding the sale of one or more VOIs. Unless otherwise agreed in a separate writing which by its terms specifically supersedes this document, we shall have no affirmative responsibility to verify, or obtain third-party verification, of the type of VOI set forth in any advertisement, nor verify, or obtain third-party verification, of any information regarding such interest or any other information set forth in any advertisement.
  3. We are not responsible for the representations, descriptions, depictions and/or photographs regarding any VOI, all of which are being provided by independent third parties, nor are we responsible for any of the acts or actions of any Seller or other Buyers, all of whom are independent third party actors.
  4. When a Buyer clicks the "Submit Offer" button, the Buyer is expressing his or her non-binding intent to make an offer to enter into a binding purchase agreement with the Seller, which binding purchase agreement, when entered into by Buyer and Seller, will be consistent with the Buyer's expression of intent and contain other important terms and conditions. Company's only obligation is to ensure that the Website platform delivers the Buyer's expression of intent to the Seller and, thereafter, to refer such information to a third-party title and closing agent who will prepare the binding purchase agreement and close the transaction. Buyer acknowledges that a binding and enforceable contract may not exist between the Buyer and Seller until such time both parties have signed the purchase agreement. Notwithstanding the foregoing, you understand and agree that the Company is not responsible for any acts of the Seller, including, but not limited to, any breach of the purchase agreement by the Seller with regard to the sale of a VOI.

For Prospective Buyers Who Are Not a Real Estate Broker or Agent

  1. You are an individual who desires to purchase one or more Vacation Ownership Interests; OR
  2. You are a principal (e.g. director, officer, partner, manager, member, etc.), employee or agent of a business entity that desires to purchase one or more VOIs, and you:
    1. have been duly and lawfully authorized in writing by the required management personnel of such entity to act on the entity's behalf with regard to the purchase or sale of each VOI which is the subject of your transaction(s); AND
    2. are at all times acting within the scope of the authority which you have been granted.

For Prospective Buyers who are Real Estate Brokers

  1. You (or the corporation for whom you act as a Broker/officer), hold a duly issued, validly existing and currently effective real estate broker's license, and are currently authorized to purchase and sell real property interests on behalf of third party clients in accordance with applicable laws;
  2. You have been lawfully engaged to purchase the real property interest(s) for which you shall make any offer to purchase; and
  3. You shall make any offer to purchase one or Vacation Ownership Interests solely in accordance with the terms authorized by your client.

For Prospective Buyers who are Real Estate Agents

  1. You (or the corporation for whom you act as a broker/officer), hold a duly issued, validly existing and currently effective real estate broker's license, and are currently authorized to purchase and sell real property interests on behalf of third party clients in accordance with applicable laws;
  2. You have been lawfully engaged to purchase the Vacation Ownership Interest(s) for which you shall make any offer to purchase; AND
  3. You shall make any offer to purchase one or Vacation Ownership Interests solely in accordance with the terms authorized by your client.

For Prospective Buyers who are Real Estate Agents / Non-broker Licensees

  1. You maintain a duly issued, validly existing and currently effective real estate agent's or salesperson's license, and are currently authorized to purchase and sell real property interests on behalf of third party clients in accordance with applicable laws;
  2. You maintain the necessary legal affiliation with a duly licensed broker required of you by your licensing authority in order to legally promote the purchase or sale of Vacation Ownership Interests for another;
  3. You have been lawfully engaged to purchase the Vacation Ownership Interest(s) for which you shall make any offer to purchase; AND
  4. You shall make any offer to purchase one or more Vacation Ownership Interest(s) solely in accordance with the terms authorized by your client.

Additionally, each Buyer hereby represents and warrants that: (i) its purchase of one or more Vacation Ownership Interests is being conducted in accordance with all applicable federal, state and local laws and (ii) it has the ability, means, or intent to pay all assessments and taxes associated with the Vacation Ownership Interest.

Vacation Ownership Interests Already Listed By Another Person

There may be situations where more than one person believes they have the right to post a valid advertisement regarding the same VOI. We cannot, and will not attempt to, determine the validity of claims of competing Sellers. As such, it is the responsibility of each Seller to resolve the validity question prior to placing an advertisement on the Website. Please notify our customer service personnel if you notice a duplicate advertisement regarding the sale of a specific VOI.

Classification of VOI's and VOI Information

Buyer is encouraged to proceed with regard to the purchase of any VOI only after conducting due diligence regarding the type/classification of VOI, manner and rights of ownership, manner and rights of use, initial, annual, ongoing, and special charges and any and all other financial or other obligations which may be associated with ownership of such VOI, and to seek legal counsel as necessary to ensure Buyer has a thorough understanding of such facets of VOI ownership. Unless otherwise agreed in a separate writing which by its terms specifically supersedes this document, the Company shall have no affirmative responsibility to verify, or obtain third-party verification of, the type of VOI set forth in any advertisement, nor verify, or obtain third-party verification of, any information regarding such interest or any other information set forth in any advertisement.

Privacy of Information Exchanged

Buyer acknowledges and agrees that any information exchanged between Buyer and Seller on the Website is available to the Company, and may be used solely in accordance with the terms of the Website Privacy Policy, as the same may be amended from time to time, unless otherwise directed by the party providing such information. Buyer is also advised to be cautious regarding the direct exchange of identification and financial information outside of the oversight of a title and/or closing agent, and then, only after the Seller's right, title and interest in the VOI has been third-party verified.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Buyer Agreement or your use of the Website, including, but not limited to, your proposed purchase activity, any use of the Website's content, services and products other than as expressly authorized in this Buyer Agreement or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and this Buyer Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, this Buyer Agreement or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the County of Orange, although we retain the right to bring any suit, action or proceeding against you for breach of this Buyer Agreement in your jurisdiction of residence or any other relevant jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS BUYER AGREEMENT OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set forth in this Buyer Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under this Buyer Agreement shall not constitute a waiver of such right or provision.

If any provision of this Buyer Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Buyer Agreement will continue in full force and effect.

Entire Agreement

The Terms of Use, our Privacy Policy, our Copyright Policy, this Buyer Participation Agreement, and the Seller Fee Payment and Participation Agreement (as applicable), as well as any and all other documentation which may be referenced in any such documents from time to time, all as may be amended from time to time in Company's sole and absolute discretion, constitute the sole and entire agreement between you and Vacatia, Inc. with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your Comments and Concerns

This website is operated by Vacatia, Inc., whose address is:

560 Mission Street
Suite 1355
San Francisco, CA 94105

All feedback, comments, requests for technical support and other communications relating to the Website should be directed to: support@vacatia.com.

Thank you for visiting the Website.