Terms and Conditions

These Terms and Conditions have been updated as of August 11 2025, and shall supersede and replace all prior Terms and Conditions.

IMPORTANT NOTICES:

THESE TERMS OF USE INCLUDE AN ARBITRATION AND CLASS ACTION WAIVER AGREEMENT WHICH REQUIRES THAT ANY PAST, PENDING, OR FUTURE DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY. YOU MAY NOT PROCEED AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. ARBITRATION MEANS YOU WILL NOT BE ABLE TO SEEK DAMAGES IN COURT OR PRESENT YOUR CASE TO A JURY.

OPT-OUT. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION ON A RETROACTIVE BASIS AND AS TO ANY FUTURE CLAIMS, AND YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION WITH US IN CONNECTION WITH YOUR USE OF OUR SERVICES, YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS OF ENTERING THIS AGREEMENT BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE “BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER” - SEE SECTION 18 OF THESE TERMS, BELOW. OPT-OUT REQUESTS SENT AFTER THE THIRTY (30) DAY PERIOD SHALL BE NULL AND VOID. EVEN IF YOU OPT OUT OF THE ARBITRATION AGREEMENT IN SECTION 18, ALL OTHER REMAINING SECTIONS OF THESE TERMS APPLY.

Acceptance of Terms. You represent and warrant that You have the right, authority, and capacity to accept these Terms and to abide by them, that You have fully read and understood the Terms. By using, or otherwise accessing the Site, or clicking to accept or agree where that option is made available, You confirm that you have read and agree to these Terms. If you do not agree to these Terms, then you may not access or use the Site or Service. All of your activity on the Site and all of your transactions with Us, including all events which occurred before your acceptance of these Terms, shall be subject to these Terms.

Changes to Terms

From time to time, We may modify or amend these Terms. If we do so, any such modifications or changes shall be reflected in the Terms on the Site. We may also, but shall not be required to (unless required by any applicable law or regulation), notify You regarding any material changes to the Terms. Whether You receive or review such notifications, You agree that You will be bound by any such changes and that it shall be Your responsibility to check the Terms, as posted on the Site prior to accessing the Site or partaking in any Service. Your continued use of the Site after any changes are posted shall constitute further consent and agreement to the Terms as changed or amended. Where applicable law requires, we will seek your explicit consent to accept the amended Terms before such changes take effect.

ResortPass, Inc. and/or its affiliates (“ResortPass”) provides its products or services to you subject to the following conditions. If you visit or shop through our Sites, you accept these conditions. Please read them carefully, because they contain important disclosures and information regarding terms of sale, among other terms that may affect your legal rights.

1. Acceptance of Terms The “Terms” consist of these Conditions of Use, the ResortPass Privacy Policy and any supplemental terms, legal notices and other communications provided to you. These Terms govern your use of the website offered by ResortPass at www.resortpass.com (including any mobile, touch or other versions) (each a “Site”), and all products or services accessed through the Sites (collectively “Services”). These Terms constitute a binding legal agreement (“Agreement,” though we may use “Terms” interchangeably with “Agreement” herein) in electronic form between you (“you,” “your” and/or “yourself”) and ResortPass, Inc. and its successors, subsidiaries and affiliates (“ResortPass,” “we,” “us” and/or “our”). By using the Sites and/or Services, you agree to these Terms. IF YOU DO NOT AGREE TO THE TERMS, IMMEDIATELY STOP ACCESSING OR USING ANY OF THE SITES AND/OR SERVICES. BY USING THE SITES AND/OR SERVICES, YOU HAVE ACCEPTED THE TERMS.

2. About the Site The Site is a platform through which certain third-party hotels (“Hotels”) sell to Site users (“Day Guests”) various day passes giving them access to specific Hotel facilities and promotions (“Inventory”). Hotels are the sellers and issuers of the Inventory and are solely responsible to you for the condition of the Hotels’ facilities, their employees, staff, and personnel and the care, quality, and delivery of the goods and services provided. Inventory and other available programs and pricing on the Site may change at any time in ResortPass’ sole discretion, without notice. Further, Hotels or ResortPass may include dynamic pricing for available Inventory, meaning prices may change based on demand, availability, and other factors. You acknowledge that a price you may have seen for Inventory may change subject to these factors and that you are not guaranteed a price that was previously advertised for any Inventory.

3. Electronic Communication The communications between you and ResortPass are electronic. You consent to receive communications from ResortPass in an electronic form. You agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

4. Privacy Your privacy is very important to us. We designed our Privacy Policy to make important disclosures about how we collect, use and protect your personal data. We encourage you to read the Privacy Policy to help make informed decisions when using our Sites and Services. The Privacy Policy is incorporated herein by reference.

5. Use of the Sites and Services Your permission to use the Sites and/or Services is conditioned upon your agreement that you: are 18 years of age or older to use the Site; will comply with these Terms; are able to form a binding contract with us; are not prohibited by law from accessing our Sites and/or Services or have not previously been banned, terminated or otherwise denied access to our Sites and/or Services by us; are not acting on behalf of a person whose access to our Sites and/or Services has been previously terminated or otherwise denied by us; will not impersonate another user of the Sites and/or Services.

6. Access to the Sites and Services Subject to your compliance with the Terms, we grant you a limited license to access and make personal use of the Sites and/or Services. You are expressly prohibited from: any resale or commercial use of the Sites, the Services, the Contents and/or any of the other contents or materials found thereon; any collection and use of any descriptions, prices or any other information posted on the Site for any purpose other than your own personal use, including, without limitation, any purpose competitive to ResortPass, the Hotels or any other merchants featured hereunder or any commercial purpose, including marketing; any downloading or copying of Site or account information for any reason other than your personal use, or any use of data mining, robots or similar data gathering and extraction tools; deep-linking to any portion of the Site; framing or utilizing framing techniques to enclose any portion of the Site without express written consent; using the Sites and/or the Services to access or collect any personally identifiable information, including account names, email addresses or other such information for any purpose, including, without limitation, commercial purposes; attempting to gain access to secured portions of the Sites and/or Services to which you do not possess access rights; using the Site and/or Services to generate unsolicited email advertisements or spam; or using any automatic or manual process to search or harvest information from the Sites and/or Services, or interfering in any way with the proper functioning of the Site and/or Services. Any unauthorized use of the Sites, Services, Content and/or any other contents or materials found thereon shall immediately terminate the permission or license granted by us in these Terms.

7. Your Account You may register to use the Site by completing the specified registration process and providing us with current, complete, and accurate information as requested by the online registration form. It is your responsibility to maintain the currency, completeness and accuracy of your registration data, and any loss caused by your failure to do so is your responsibility. You agree to notify ResortPass immediately of any unauthorized use of your account. You understand and agree that ResortPass shall have no responsibility for any incident arising out of, or related to, your account settings. You must safeguard your password and supervise the use of your account. You are solely responsible for maintaining the security of your account and maintaining settings that reflect your preferences. We will assume that anyone using the Site or transacting through your account is you. You agree that you are solely responsible for any activity that occurs under your account. The Site may permit you to make purchases without an account or without logging in to your account. If you make a purchase in this manner, we will create an account for you based on the information provided to us in connection with the transaction (e.g., your name, address, e-mail address, and other transaction information). Your account is non-transferrable. You cannot sell, combine, or otherwise share it with any other person. Any violation of these Terms, including, without limitation, failure to maintain updated and correct information about your account (e.g., valid credit card information) will cause your account to fall out of good standing and we may cancel your account in our sole discretion. Upon termination, the provisions of these Terms that are by their nature intended to survive termination (e.g., any disclaimers, all limitations of liability and all indemnities) shall survive.

8. Terms of Sale ResortPass provides consumers with opportunities to book Inventory from certain third-party Hotels. By purchasing, printing, accepting, using or attempting to use any Inventory, you agree to these Terms, the Fine Print (defined below) identified on the Inventory details page and/or any additional specific terms related to the Inventory at the time of purchase. These Terms apply to all Inventory, unless the Fine Print on a particular Inventory states otherwise, and except as otherwise required by law. In the event of a conflict between these Terms and the Fine Print on a Inventory, the Fine Print will control, except to the extent prohibited by applicable law.How it Works By booking Inventory, you are agreeing to purchase the Inventory you have selected on the terms, restrictions and conditions associated with the Inventory. Once you have made your booking , your credit card or other payment mechanism will be charged for the amount of the Inventory and you will receive confirmation of your booking of the Inventory. In addition to the terms set forth herein, each Inventory may come with its own set of restrictions, terms and conditions (collectively, the “Fine Print,” whether or not they are expressly labeled as such on a Inventory). You acknowledge that Hotels may also require you to sign their liability waiver prior to granting you access to their facilities. Unless otherwise stated on the Inventory or required by law, the following additional terms apply to all Inventory: The Day Guest must check-in at the Hotel as specified in the instructions of the Inventory by presenting a valid ID or their booking ID. Day Guests may not redeem Inventory for cash at the Hotel. Inventory cannot be used for taxes, tips or redemption of prior balances. If you have disability needs (for example only, you need a wheelchair accessible pool or require the use of a service animal) you must call the Hotel and verify that disability needs can be met. If your disability needs cannot be accommodated by the Hotel, please contact ResortPass for further assistance Inventory bookings can be changed or cancelled in accordance with the cancellation window set forth by the Hotel as stated on the Hotel Page. You can cancel or reschedule your booking for ResortPass Credit by logging into your account online. Alternatively, you can contact ResortPass with any cancellation or refund requests. Cancellation windows are subject to change without notice. If for some reason the Inventory is cancelled or rescheduled by us or the Hotel, we will send you an email notifying you prior to such cancellation or rescheduling. If the Inventory is rescheduled, our email to you will include the new date for your selected Inventory. If you cannot make the new date for the Inventory, you will be entitled to a refund of the amount paid upon request. If, however, the Inventory is cancelled and will not be rescheduled, we will automatically refund you the amount paid. Hotel is the Issuer. The Hotel is the issuer of the Inventory and is solely responsible for receiving Day Guests. The Hotel is also solely responsible for all goods and services it provides to you and for any and all injuries, illnesses, damages, claims, liabilities and costs it may cause you to suffer, directly or indirectly, in full or in part, whether related to the use or redemption of Inventory or not, as well as for any unclaimed property liability arising from unredeemed or partially redeemed Inventory. YOU HEREBY IRREVOCABLY WAIVE ALL RIGHTS RELATED TO, AND RELEASE RESORTPASS AND ITS SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM, ANY LIABILITIES ARISING FROM OR RELATED TO ANY ACT OR OMISSION OF A HOTEL IN CONNECTION WITH YOUR USE OF INVENTORY OR THE PRODUCTS AND/OR SERVICES IT PROVIDES IN CONNECTION WITH IT. Pricing Information. The price of Inventory (or other products and services) will be as displayed in the booking calendar for each Hotel, except in cases of obvious error. ResortPass strives to provide accurate pricing information regarding the products and services available on the Site. We cannot, however, insure against pricing errors. ResortPass reserves the right, at its sole discretion, to not process or to cancel any bookings made for a product or service whose price was incorrectly posted on the site as a result of an error. If this occurs, ResortPass will notify you by email.

9. Other Services In addition to Inventory, we may from time to time offer some other products and services. We will set forth any terms specific to those products or services at the point of purchase.

10. Ownership of the Sites and Copyright/Trademarks The Sites (including past, present and future versions) and all content that are included in, on or that are otherwise a part of the Sites (collectively, the “Content”) are owned, controlled or licensed by ResortPass. The Content is protected by U.S. and international copyright laws and any other applicable intellectual property rules, regulations, and laws. All trademarks, service marks and logos (the “Trademarks”) displayed on the Site are exclusive property of ResortPass or the respective owners of the Trademarks. You shall not use the Trademarks in any manner without ResortPass’, or the respective owner’s, prior written consent. The Content may not be copied, modified, reproduced, downloaded or distributed in any way, in whole or in part, without the express prior written permission of ResortPass, unless and except as is expressly provided in these Terms. Any unauthorized use of the Content is prohibited. You agree to abide by any and all additional trademark and copyright notices, information or restrictions contained in any part of the Sites.

11. Third-Party Links and Contents Our Sites and/or Services, or communications you receive from our Sites and/or Services may include third-party content or links to third-party websites that we do not control, maintain or endorse. Accessing those third-party sites requires you to leave the Sites and/or Services. We do not control those third-party sites or any of the content contained therein and you expressly acknowledge and agree that we are in no way responsible or liable for any of those third-party sites, including, without limitation, their content, policies, failures, promotions, products, services, actions and/or any damages, losses, failures or problems caused by, related to or arising from those third parties or their sites. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH OTHERS FOUND ON OR THROUGH THE SITES AND/OR SERVICES, INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD-PARTY. RESORTPASS ENCOURAGES YOU TO REVIEW ALL POLICIES, RULES, TERMS AND REGULATIONS, INCLUDING THE PRIVACY POLICIES AND TERMS OF USE OF EACH AND ANY THIRD-PARTY SITE THAT YOU VISIT.

12. No Agency Relationship ResortPass does not agree to act as your agent or fiduciary in providing services through the Site.

13. Information and Content Submitted by You The Sites and Services may offer you the opportunity to post reviews, comments, photos, questions and other content (“User Content”). You agree not to post any User Content on any of the Sites and/or Services that is illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights or otherwise injurious to third parties. You further agree not to post any User Content that contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of “spam”. You may not use a false e-mail address, impersonate any person or entity or otherwise mislead as to the origin of User Content. ResortPass reserves the right (but not the obligation) to remove or edit such User Content, but does not regularly review posted User Content. Any opinions advice, ratings, discussions, comments and/or other User Content of any kind made by you or any user of the Sites and/or Services are those of the respective author(s) or distributor(s) and not of ResortPass. If you do post User Content or submit material, and unless we indicate otherwise, you grant ResortPass a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such User Content throughout the world in any media. You grant ResortPass and our sublicenses the right to use the name that you submit in connection with such User Content at our discretion. You represent and warrant that you own or otherwise control all of the rights to the User Content that you post, that the User Content is accurate, that use of the User Content you supply does not violate this policy and will not cause injury to any person or entity and that you will indemnify ResortPass for all claims resulting from User Content you supply. ResortPass takes no responsibility and assumes no liability for any User Content posted by you or any third party.

14. Product Submissions ResortPass does not accept unsolicited submissions for business ideas, web sites, articles or other products or services. It is our intent to avoid the possibility of future misunderstandings when projects developed by or on behalf of ResortPass (whether internally or by third parties) might seem to others to be similar to their own creative ideas or materials. Therefore, please do not make any such unsolicited submissions to ResortPass through the Sites, by email, text message or otherwise. However, if you decide to make any such unsolicited submission, they shall be subject to these Terms and you hereby grant to ResortPass the irrevocable right and license to the submission as if it were User Content as specifically set forth above.

15. Termination If you want to terminate your legal Agreement with ResortPass, you may do so by: (A) notifying ResortPass at [email protected] or (B) closing your accounts for all of the Services that you use. ResortPass may, at any time, terminate this Agreement with you if: (i) you have breached any provision of this Agreement or you do not comply with the Agreement; (ii) ResortPass is required by law to do so; (iii) the partner with whom ResortPass has offered the Services to you has terminated its relationship with ResortPass or ceased to offer the Services to you; (iv) ResortPass no longer provides Services in the country in which you reside; or (v) ResortPass determines that the provision of Services to you is no longer commercially viable. Notwithstanding anything contrary in these Terms, ResortPass reserves the right to discontinue any product or service at any time and at its sole discretion. Without limiting any of the foregoing, ResortPass may immediately terminate or suspend any User IDs, accounts or passwords in the event of any conduct by you which ResortPass, in its sole discretion, considers to be unacceptable or in the event of any breach by you of this Agreement. In the event of termination, you agree to immediately cease access to our Sites and Services. Any Inventory issued prior to termination will be honored according to its terms and the terms of this Agreement specifically applicable to such Inventory. These Terms will survive termination of this Agreement.

16. Exclusion of Warranties WE PROVIDE THE SITES AND SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” UNLESS OTHERWISE SPECIFIED. We make no express or implied representations, warranties or guarantees of any kind about the Sites, Services or any third-party products or services made available to you by us, unless specified in writing. YOU HEREBY EXPRESSLY AND IRREVOCABLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR OWN RISK. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT RESORTPASS’ WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IF ANY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RESORTPASS AND OUR OFFICERS, DIRECTORS, AGENTS, VENDORS, MERCHANTS AND THE THIRD-PARTY HOTELS DISCLAIM IMPLIED WARRANTIES THAT THE SITE AND SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT: (A) YOUR USE OF THE SITES AND/OR SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SITES AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, AVAILABLE, AND FREE FROM ANY ERROR; (C) ANY PRODUCTS OR SERVICES OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SITES AND/OR SERVICES WILL BE RELIABLE; OR (D) ELECTRONIC COMMUNICATIONS SENT FROM RESORTPASS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO WARRANTIES AS TO PRIVACY AND SECURITY OTHER THAN AS EXPRESSLY STATED IN THE PRIVACY POLICY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A RESORTPASS REPRESENTATIVE SHALL CREATE A WARRANTY.

17. Limitation of Liability SUBJECT TO THE EXCLUSIONS OF WARRANTIES AND ARBITRATION PROVISIONS PROVIDED HEREIN, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO DISCONTINUE YOUR USE OF THE SITES AND SERVICES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT RESORTPASS, ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, VENDORS OR MERCHANTS SHALL NOT BE LIABLE TO YOU FOR ANY OF THE FOLLOWING: (A) ANY CLAIMS EXCEEDING THE TOTAL AMOUNT OF FEES THAT YOU PAID US DURING THE PREVIOUS ONE-YEAR PERIOD FOR THE SPECIFIC PRODUCT AND/OR SERVICE AT ISSUE OR (B) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE OR RELIANCE UPON THE SITES AND SERVICES. THESE EXCLUSIONS APPLY TO, BUT ARE NOT LIMITED TO, ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY APPLICABLE JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTION, OUR LIABILITY, AND THE LIABILITY OF OUR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, VENDORS AND MERCHANTS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. AS SET FORTH ABOVE, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR INTERACTIONS WITH HOTELS AND OTHER THIRD-PARTY MERCHANTS. SUBJECT TO THE EXCLUSIONS OF WARRANTIES, LIMITATIONS OF LIABILITY AND ARBITRATION PROVISIONS PROVIDED HEREIN, YOU AGREE TO RELEASE RESORTPASS FROM ANY AND ALL CLAIMS OR LIABILITY RELATED TO ANY PRODUCT OR SERVICE OF A HOTEL OR OTHER THIRD-PARTY MERCHANT AND ANY ACTION OR INACTION BY A HOTEL OR OTHER THIRD-PARTY MERCHANT. ANY HOTEL RATINGS OR REVIEWS DISPLAYED ON THE SITES ARE INTENDED ONLY AS GENERAL GUIDELINES AND RESORTPASS DOES NOT GUARANTEE THE ACCURACY OF THE RATINGS.

18. Dispute Resolution

Initial Dispute Resolution Procedure.

Amicable Resolution. The parties shall use best efforts to resolve informally any customer service issue promptly and in good faith. If for some reason You are not satisfied or your claim is not resolved (a “Dispute”), You may then pursue arbitration as set out below in Section 18. However, You must first submit a Notice of Dispute as set forth in this Section and engage in a discussion in writing prior to and as a condition precedent to initiating an arbitration proceeding or any formal proceeding over a Dispute as required by Section 18.

Notice of Dispute Required Prior to Arbitration or Small Claims Action. The party initiating a claim over a Dispute must give notice to the other party in writing (“Notice of Dispute”). The Notice of Dispute must be provided to Customer Support and include the following information:

The parties shall use their best efforts to settle any Dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a pre-condition to either party initiating a formal arbitration or small claims case as provided in Section 18. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time of the initial Notice of Dispute, then either party may initiate binding arbitration, to the extent permitted by law, as the sole means to resolve claims, subject to these Terms and the Arbitration Agreement.

The aforementioned Notice of Dispute and informal dispute resolution process is a condition precedent to commencing any formal arbitration proceeding under the Arbitration Agreement (Section 18 below) or small claims action, including litigation if you have successfully opted-out of the arbitration agreement. The parties agree that any relevant limitations period or other deadlines will be tolled solely by the amount of time the parties initiate and engage in this informal dispute resolution process.

Regardless of whether you decide to opt out of arbitration, the terms set forth in this Initial Dispute Resolution Section shall remain in full force and effect as part of these Terms.

BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

PLEASE READ THIS ARBITRATION & CLASS ACTION WAIVER AGREEMENT (THE “AGREEMENT”) CAREFULLY BECAUSE IT MAY REQUIRE YOU AND RESORTPASS TO ARBITRATE CERTAIN DISPUTES AND CLAIMS ON AN INDIVIDUAL BASIS ONLY AND LIMITS THE MANNER IN WHICH YOU AND RESORTPASS CAN SEEK RELIEF FROM EACH OTHER. THIS AGREEMENT APPLIES TO ANY CLAIMS YOU MAY CURRENTLY POSSESS AND ANY CLAIMS YOU MAY RAISE IN THE FUTURE. WHILE YOU MUST AGREE TO THESE TERMS OF USE IN ORDER TO USE THE SERVICES, IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, THERE IS AN OPTION, DESCRIBED BELOW IN SECTION 18, TO OPT OUT OF THE ARBITRATION AND CLASS WAIVER PROVISIONS. THE OPTION TO OPT-OUT IS TIME-LIMITED TO THIRTY (30) DAYS OF ENTERING THIS AGREEMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.

THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH SETS FORTH HOW PAST, PENDING OR FUTURE DISPUTES BETWEEN YOU AND RESORTPASS SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY.

THIS ARBITRATION AND CLASS ACTION WAIVER AGREEMENT ALSO REQUIRES THAT ANY PAST, PENDING OR FUTURE DISPUTES WITH THE COMPANY SHALL PROCEED IN ARBITRATION. YOU MAY NOT PROCEED AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION, OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS.

ARBITRATION MEANS YOU WILL NOT BE ABLE TO SEEK DAMAGES IN COURT OR PRESENT YOUR CASE TO A JURY.

IN THE EVENT OF ANY CLAIM OR ARBITRATION BETWEEN US, RESORTPASS MAY, IN ITS SOLE DISCRETION, TERMINATE YOUR ACCOUNT.

Separate Agreement. The parties acknowledge that this Agreement is a separate agreement between the parties governed by the Federal Arbitration Act. Any alleged or determined invalidity or illegality of all or any part of the Terms have no effect upon the validity and enforceability of this Agreement. If you reside in or access the Service at any time while located in the United States, this Section 18 (Binding Arbitration Agreement and Class Action Waiver Agreement) shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms.

Scope of Arbitration Provision. You and ResortPass agree that any past, pending, or future dispute, claim or controversy arising out of or relating to your access to or use of the Site (including Services) or to these Terms, including without limitation any dispute concerning the breach, enforcement, construction, validity, interpretation, enforceability, or arbitrability of this Agreement, the Terms, for the purpose of this Section (a “Dispute”), shall be fully and finally determined by arbitration, including claims that arose before acceptance of any version of these Terms containing an arbitration provision, except that you and ResortPass are NOT required to arbitrate any Dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. In addition, in the event of any Dispute concerning the scope or applicability of this Arbitration Agreement You and ResortPass agree that the arbitrator exclusively shall have the power to rule on his or her own jurisdiction over the Dispute, including any objections with respect to the existence, scope or validity of the arbitration agreement or to the arbitrability of the claims or counterclaims presented as part of the Dispute.

Acceptance of Terms. By using, or otherwise accessing the Service, you confirm that you have read and accept and agree to this Agreement. Except to the extent that you may opt-out as provided below, all of your activity on the Site and all of your transactions with ResortPass, including all events which occurred before your acceptance of this Agreement, shall be subject to this Agreement.

Delegation. You and ResortPass agree and delegate to the Arbitrator the exclusive jurisdiction to rule on their own jurisdiction over the Dispute, including any objections with respect to the scope, validity, enforceability, or severability of this Agreement or its provisions, as well as the arbitrability of any claims or counterclaims presented as part of the Dispute.

Small Claims. Notwithstanding the above provision and Arbitration Agreement, all parties retain the right to seek relief in a small claims court for disputes or claims solely within the scope of a small claim’s court jurisdiction.

Intellectual Property. Notwithstanding the requirement to arbitrate in this Section, you and ResortPass are NOT required to arbitrate any claims for the alleged unlawful use of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents, and the parties agree that in the event of infringement of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents of a party, they shall also be entitled to seek injunctive relief from a court of competent jurisdiction, and the parties shall not be able to hold out a user’s access to the Service as a basis to enforce this arbitration agreement as to such claims.

Applicable Law. The Federal Arbitration Act shall control with respect to issues bearing upon the enforceability or scope of this Agreement.

INITIATING ARBITRATION UNDER JAMS RULES

Following the conclusion of the initial dispute resolution process required by Section 18, you or ResortPass may seek arbitration of a Dispute in accordance with the provisions of this Agreement. You and ResortPass agree that JAMS (“JAMS”) will administer the arbitration under its Comprehensive Arbitration Rules and Procedures (“JAMS Rules”) in effect at the time arbitration is sought (“JAMS Rules”). The parties further agree that, to the extent applicable, the JAMS Mass Arbitration Procedures and Guidelines shall apply. The JAMS Rules referenced above are available at https://www.jamsadr.com/adr-rules-procedures/.

You and ResortPass further agree:

The arbitration will be handled on the merits by a sole arbitrator. The parties agree that any JAMS arbitrator appointed, including merits and process arbitrators, must have the following minimum qualification: practicing attorneys or retired federal court judges who have at least ten years of substantive expertise in litigating and resolving of complex business disputes, including motions to compel arbitration and litigation or adjudication regarding whether disputes are arbitrable;

In lieu of JAMS Rule 15, the parties shall be presented with a list of eight (8) potential arbitrators, be allowed three (3) strikes and the parties shall rank those potential arbitrators in order of preference. JAMS shall select the arbitrator with the highest combined preference (e.g., if both parties select a potential arbitrator as their top preference, that arbitrator will be selected). To the extent a process arbitrator is appointed pursuant to the JAMS Rules, the selection process shall also be as prescribed in this paragraph;

In lieu of JAMS Rule 18, the parties shall have the right to submit a dispositive motion at the outset of the arbitration to the Arbitrator in order to resolve issues other than the ultimate issue of fact. The submission and scheduling of such motions shall be addressed at a conference held before the JAMS arbitrator, and the Parties agree that any dispositive motions shall be resolved and the remainder of the arbitral proceeding stayed pending resolution, absent good cause and immediate necessity to proceed.

The JAMS Rules will govern payment of all arbitration fees, currently available at https://www.jamsadr.com/arbitration-fees, You will only be required to pay arbitration fees of $250 in connection with any arbitration initiated under this Section, but You will still be responsible for paying your own attorneys’ fees;

Except as otherwise waived or limited under the Terms or this Agreement, the JAMS arbitrator shall be authorized to award any remedies, including equitable or injunctive relief, that would be available in an individual lawsuit except:

The arbitration decision and award shall consist of a written statement signed by the Arbitrator regarding the disposition of each claim and the relief, if any, as to each claim. Unless the parties agree otherwise, the award shall be a reasoned award and contain a concise written statement of the reasons for the award;

Except as and to the extent otherwise may be required by law, the arbitration proceeding, pleadings, and any award shall be treated as confidential and shall not be used by the parties except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its confirmation and enforcement.

In the event JAMS is unavailable or unwilling to hear the dispute in accordance with this Agreement, the parties shall agree to, or a court shall select, another arbitration provider subject to the procedural agreements of this Section.

You and ResortPass agree that any award issued by the Arbitrator in excess of $50,000 in favor of either party, or any award which grants any form of declaratory or equitable relief that would significantly impact other ResortPass users or the operation of the Site, may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party’s election. The JAMS Optional Arbitration Appeal Procedures are available at https://www.jamsadr.com/adr-rules-procedures/

Batch Arbitration or Small Claims Cases/Mediation. If 25 or more similar demands for arbitration or small claims actions are filed against or on behalf of the same party or related parties and representation of the parties is consistent or coordinated across the cases (“Mass Claims”), the following additional procedures shall apply:

• Bellwether Arbitrations. Counsel for each side shall select up to five cases per side for a total of ten cases of the Mass Claims (“Bellwether Proceedings”) to be filed in and proceed in arbitration or small claims court in bellwether proceedings to be resolved individually.
• Stay of non-bellwether arbitrations. While the Bellwether Proceedings are pending, no other arbitration or small claims action of the Mass Claims may be filed or deemed filed, no one is authorized to accept, administer or adjudicate non-bellwether arbitrations, and no costs or fees shall be due other than for the Bellwether Proceedings.
• Mediation. After the Bellwether Proceedings are completed, You and ResortPass agree to mediate any remaining Mass Claims.
• Election to proceed in court for Mass Claims in arbitration. If mediation is not successful and 25 or more arbitrations in the Mass Claims remain unresolved, any party may opt out of arbitration and elect to have its claims resolved in court consistent with the remainder of this Agreement including the waiver of class and collective action claims. Any such election must be exercised within 45 days of the completion of mediation.
• Subsequent staged bellwether claims. If the parties are unable to resolve the Mass Claims after the conclusion of the Bellwether Proceedings and mediation, and if Mass Claims remain 45 days following the completion of mediation, each side may select up to five additional cases per side for a total of ten additional cases to be resolved individually. The Mass Claims shall continue thereafter, as necessary, consistent with a staged process of administering and moving forward with a maximum of ten individual proceedings at a time until the parties are able to resolve all of the Mass Claims, either through settlement or individual arbitration. While subsequent staged bellwether claims proceed, no other arbitration or small claims proceeding of the Mass Claims outside the current stage may be filed or deemed filed, no one is authorized to accept, administer or adjudicate any other Mass Claim outside the current stage, and no costs or fees shall be due other than for any other cases of the Mass Claims outside the current stage.
• Tolling. Any applicable statute of limitations shall be tolled from the date notice is provided pursuant to the Initial Dispute Resolution Procedures in Section 18.
• Streamlined discovery. Any party shall be authorized to designate and rely on written discovery responses or deposition testimony from one arbitration proceeding in other arbitration proceedings in lieu of responding to substantially similar discovery requests and deposition questions in substantially similar proceedings.
• Enforcement. A court shall have the authority to enforce these mass arbitration procedures and, if necessary, to enjoin the filing, prosecution, or administration of arbitration proceedings and the assessment or requirement of arbitration fees and costs.

Certification. By signing a demand for arbitration, a party certifies, to the best of their knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a non-frivolous argument for extending, modifying, or reversing existing law or for establishing new law; (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery; and (iv) that any counsel indicated to represent a party has been duly engaged by said party under a signed engagement agreement and expressly authorized to commence the arbitration on behalf of the party. The Arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11, any applicable state law (including attorney’s fees) and the JAMS rules for either party’s violation of this Certification requirement.

OPTION AND PROCEDURE TO OPT OUT OF ARBITRATION

IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, YOU MAY OPT OUT OF THE AGREEMENT TO ARBITRATE BY FOLLOWING THE INSTRUCTIONS BELOW. IF YOU DO NOT OPT-OUT, THE ARBITRATION PROVISIONS WILL APPLY RETROACTIVELY TO ALL CLAIMS YOU MAY POSSESS, WHETHER ASSERTED TO DATE OR NOT.

OPT-OUT. IF YOU DO NOT WISH TO AGREE TO THE PROVISIONS OF THIS SECTION OF THE AGREEMENT REQUIRING ARBITRATION AND CLASS ACTION WAIVER AND YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, YOU MUST, WITHIN THIRTY (30) DAYS OF ENTERING THIS AGREEMENT, CLICK THE FOLLOWING LINK ARBITRATION OPT OUT AND ENTER ANY DETAILS REQUESTED, or go to https://www.ResortPass.com/opt-out-arbitration. **REQUESTS TO OPT OUT AFTER THE 30 DAY PERIOD SHALL NOT BE EFFECTIVE.**

Whether to agree to arbitration is an important decision. It is your decision to make and you are not required to rely solely on the information provided in these Terms. You should take reasonable steps to conduct further research and to consult with counsel (at your expense) regarding the consequences of your decision.

WAIVER OF CLASS RELIEF AND COLLECTIVE ACTION

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR RESORTPASS SHALL BE ENTITLED TO ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY. YOU MAY ONLY ARBITRATE OR LITIGATE ON AN INDIVIDUAL CLAIMS. UNDER THIS AGREEMENT, YOU MAY NOT PROCEED IN ARBITRATION OR COURT AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE USE OR BENEFIT OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. YOU AND RESORTPASS ARE EACH WAIVING RESPECTIVE RIGHTS TO PARTICIPATE IN A CLASS ACTION. BY ACCEPTING THIS AGREEMENT, YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN ANY PAST, PENDING OR FUTURE CLASS ACTION OR ANY OTHER CONSOLIDATED OR REPRESENTATIVE PROCEEDING, INCLUDING ANY PROCEEDING EXISTING AS OF THE DATE YOU AGREED TO THIS AGREEMENT.

Severability. This Agreement applies solely to the extent permitted by law. If for any reason any provision of this Agreement or portion thereof, is found to be unlawful, void, or unenforceable, that part of this Agreement will be deemed severable and shall not affect the validity and enforceability of the remainder of this Agreement which shall continue in full force and effect. To the fullest extent allowable by law and equity, the parties agree that any such provision may be blue-penciled or otherwise construed by the forum presiding over any dispute to give effect to the intent of the parties and consistent with the overall purpose and intent of the agreement, and may be deemed replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.

Waiver of Jury Trial

EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SITE OR SERVICES OR ANY TRANSACTIONS BETWEEN THE PARTIES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.

19. Indemnification/Release You agree to defend, indemnify and hold harmless ResortPass, its subsidiaries and affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including, without limitation, attorneys’ fees, arising out of, related to, or in connection with any of the following: (a) any Inventory, products or services purchased by you through the Site or any additional products or services purchased or obtained by you from Hotels or other merchants; (b) any User Content submitted or posted by you, in connection with the Site, or any use of the Site in violation of these Terms; (c) fraud you commit or your intentional misconduct or gross negligence; or (d) your violation of any applicable U.S., Canadian, or foreign law or rights of a third-party. This defense and indemnification obligation will survive the termination of this Agreement and your use of the Sites and/or Services. You are solely responsible for your interactions with Hotels, other merchants and other users of the Site. To the extent permitted under applicable laws, you hereby release ResortPass from any and all claims or liability related to any product or service of a Hotel or other merchant, regardless of whether such product or service is Inventory available through the Site, any action or inaction by a Hotel, including, without limitation, but not limited to any harm caused to you by action or inaction of a Hotel, a Hotel’s failure to comply with applicable law and/or failure to abide by the terms of Inventory or any other product or service purchased or obtained by you from the Hotel, and any conduct, speech or User Content, whether online or offline, of any other third-party. You agree to waive California Civil Code Section 1542 (if you are a California resident), and any similar provision in any other jurisdiction (if you are a resident of such jurisdiction), which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

20. Applicable Law By using our Services, you agree to these Terms and you further agree that any claim or dispute between you and ResortPass that arises out of this Agreement shall be governed by the laws of the state of California without regard to conflict of law principles, except that the arbitration provisions contained herein shall be governed by the Federal Arbitration Act.

21. Entire Agreement, Changes to this Agreement and Waivers These Terms, together with the Privacy Policy and any other legal notices published by ResortPass on the Sites or any Inventory, shall constitute the entire agreement between you and ResortPass concerning your use of the Sites and/or Services. We may occasionally change the Terms and the Terms of this Agreement, and any such modifications will become effective once they are posted to the Site. It is your sole responsibility to check the Sites from time to time to view any such changes to the Terms. Your use of the Sites and/or Services after any modifications to the Terms will indicate that you accept and agree to the modified Agreement, provided that these changes will not apply to Inventory purchased prior to the effective date of such modification. These modifications will however be effective immediately for new users of our Sites and/or Services and for all Inventory purchased after the effective date of the modification. Any changes to this Agreement (other than as set forth in this paragraph) or waiver of ResortPass’ rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of ResortPass. No purported waiver or modification of this Agreement by ResortPass via telephonic or email communications shall be valid.

22. General Terms You and we are independent contractors, and nothing in this Agreement creates a partnership, employment relationship or agency relationship. There are no third-party beneficiaries of this Agreement. We may assign this Agreement at any time without notice to you. You may not assign this Agreement or your rights and obligations hereunder, in whole or in part, to any third-party without our prior written consent, and any attempt by you to do so will be invalid. Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of this Agreement will not be considered a waiver of the right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement. YOU AND RESORTPASS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO RESORTPASS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. You represent that you are legally able to accept these Terms. You affirm that you are either more than 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. If you are not legally able to accept these terms, or refuse to abide by and comply with this Agreement, you must cease use of the Sites and/or Services immediately.

TERMS RELATED TO PROMOTIONS

We specifically incorporate all Terms provided above as though fully set forth below. Theprovisions below apply specifically to promotions, sweepstakes, giveaways, or contests weoccasionally conduct.

SECTION 23 – PROMOTION GENERAL TERMS

Periodically, we may hold promotions during which individuals may receive coupons, discounts,credits, or other benefits ("Benefits") to be applied within our Services ("Promotion(s)"). All Benefits are only applicable within our Services. We reserve the right to prohibit the combination of Benefits from two or more Promotions for a single purchase within the Services. All purchases made within the Services under Promotions are final. By participating in any Promotion, you agree to be bound by these Terms and Conditions. Benefits may expire or only be valid for a specified time. We will detail any expiration of a Benefit or Promotion within the Promotion itself.

Restrictions may apply to the use of Promotions for Inventory at certain Hotels. We do not control the availability of Inventory at any given Hotel and cannot guarantee application of Benefits received as part of a Promotion to any Inventory. By using any Promotion code,coupon, discount, or other Benefit, you agree to all Terms herein and any Promotion-specific terms and conditions provided with the specific Promotion.

All purchases within the Services must meet minimum requirements to be eligible to receiveBenefits for a Promotion. Promotions are limited to one Benefit per account per Promotion.Promotions will last for a specified time period ("Promotion Period"). Promotions are only valid for the Promotion Period. We will further detail the Promotion Period for each Promotion.Promotions may be limited to a certain geographic area.

SECTION 24 – PARTICIPATION IN PROMOTIONS

A. Purchases through the Services. During the Promotion Period, for every US dollar ($1) that you spend toward a purchase within the Services, you will earn credit toward a Benefit. A purchase to qualify for a Promotion must be made by 11:59 pm Pacific time on the last day of the Promotion Period.

B. Void Entries. Any purported purchase that does not qualify under these Terms and Conditions is void and will not be counted in any Promotion. Benefits do not carry over to any other Promotion and are non-transferable. We reserve the right, in our sole discretion, to disqualify any individual who tampers with or attempts to tamper with the Promotions process.

By participating in a Promotion, you agree to receive email and mail announcements, advertisements, and other information from us or parties affiliated with us, subject to our Privacy Policy. You may unsubscribe from any emails or mail by contacting us via the information in our Privacy Policy without affecting your participation in a Promotion. You specifically license to us the right to use your name, image, likeness, photograph, personality, video, voice, or other identifiable feature in any such Promotions. All processing of your personal information is subject to our Privacy Policy.

SECTION 25 – TAXES AND EXPENSES

You are solely responsible for any taxes incurred as a result of participating in any Promotion. Generally, you are responsible for all costs and expenses related to your acceptance of a Benefit.

SECTION 26 – ACCEPTANCE OF BENEFIT

We will contact you using the contact information provided as part of your account and notify you about your Benefit(s). Upon notification of receiving a Benefit, we may require you to verify the Benefit and your account information. Failure to validly verify your account or the Benefit may result in your loss of the Benefit.

SECTION 27 – LIMITATION OF LIABILITY

IN NO CASE SHALL WE, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY PHYSICAL INJURY (WHETHER SUCH INJURY IS DEBILITATING OR NOT), DEATH, INSURANCE CLAIMS, CLAIMS BY THIRD PARTIES, LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICES OR ANY PRODUCTS PROCURED USING THE SERVICES, INCLUDING ANY PARTICIPATION IN ANY PROMOTIONS, AND ANY BENEFITS YOU RECEIVE AND ACCEPT DURING ANY PROMOTION, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, ANY PRODUCT, OR ANY BENEFIT, DONATED, OR OTHERWISE OBTAINED THROUGH ANY PROMOTION, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES OR ANY CONTENT(OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES OR ANY PROMOTION, EVEN IF ADVISED OF THEIR POSSIBILITY. YOU AGREE THAT THIS LIMITATION OF LIABILITY IS A KEY PROVISION OF THIS AGREEMENT AND WAIVE ANY ARGUMENT TO BRING ANY SUCH CLAIMS AGAINST US RELATED TO ANY PROMOTION.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

SECTION 28 – MODIFICATION; TERMINATION

We reserve the right to modify, suspend, or terminate any Promotion, in our sole and absolute discretion, for any reason, if we determine that we can no longer execute the Promotion as planned. If we terminate the Promotion before the conclusion of the Promotion Period, we may determine what Benefits you may receive, if any, at the time of said termination.

SECTION 29 – CHOICE OF LAW

California law governs your participation in any Promotion. By entering into a Promotion, you irrevocably consent to the sole and exclusive jurisdiction of the federal and state courts of located in Los Angeles County, State of California.

TERMS RELATED TO REFERRAL PROGRAM

We specifically incorporate all Terms provided above as though fully set forth below. The provisions below apply specifically to our Refer-a-Friend Program (“Program”).

SECTION 30 – PROGRAM DEFINITIONS

“Qualified Purchase” is a purchase made at www.resortpass.com by a Referred Customer through a Referral Link that the Referred Customer completes. For clarity, a purchase only constitutes a Qualified Purchase after the Referred Customer completes the booking.

“Referrer” is an individual that is a current ResortPass customer that may send a Referral Link to a Referred Customer. A Referrer must be a natural person and cannot be a business, partnership, trust, or other legal entity.

“Referred Customer” is an individual who may or may not be a current ResortPass Customer that receives a Referral Code from a Referrer. A Referred Customer must be a natural person and cannot be a business, partnership, trust, or other legal entity.

“ResortPass Customer” is an individual who maintains an active account with ResortPass.

“Referral Link” is a specific link permitting a Referred Customer to make a Qualified Purchase.

“Referral Reward” is the coupon code for a value specified at the time of delivery by ResortPass that will be delivered to Referrer’s ResortPass account upon completion of a Qualified Purchase.

SECTION 31 – PROGRAM TERMS

• Each Referrer is limited to sending a total of fifty (50) total Referral Links to Referred Customers per calendar year.
• Each Referral Link will give the Referred Customer a discount specified by ResortPass at the time each Referral Link is generated toward a Qualified Purchase.
• Each Referrer shall not send more than one (1) Referral Link to any given Referred Customer.
• Upon a Referred Customer’s completion of a Qualified Purchase, Referrer will receive a Referral Reward. Each Referrer is responsible for all tax liabilities resulting from his or her receipt of a Referral Reward.
• Referrer’s may only use one Referral Reward per transaction and cannot combine Referral Rewards with any other Referral Rewards or other discount codes or promotions.
• The Referrer and the Referral Customer cannot be the same individual.
• Referrer shall comply with all legal “SPAM” laws and regulations, including but not limited to the CAN-SPAM Act. For example, any email sending a Referral Link should be created and distributed in a personal manner. ResortPass is not responsible for Referrer’s distribution of Referral Links. Referrer shall fully defend and indemnify ResortPass for any liability, judgment, loss, or action arising out of Referrer’s negligence, misconduct, violation of law, or other actions or omissions.
• ResortPass may, in its sole discretion, suspend or terminate a Referrer’s ResortPass account and any Referral Rewards if, in ResortPass’ sole and absolute discretion, the Referrer has violated applicable law or these Terms.
• Each Referrer shall not misrepresent any of ResortPass’ Services.
• We reserve the right to change, modify, or terminate the Program at any time. All Referral Rewards and Referral Links automatically terminate and are forfeited at ResortPass’ sole discretion, including suspension or termination of the Program. The Program is subject to all Terms above and our Privacy Policy.