CURRENT TERMS AND CONDITIONS
These TERMS & CONDITIONS of VACATION OWNERSHIP ADVISOR LLC, a Nevada Limited Liability Company (hereinafter referred to as “Consultant”). The Member and Consultant are hereinafter referred to as a “Party” or collectively as “Parties.”
WHEREAS, the Member desires to have Consultant provide certain consulting services. WHEREAS Consultant desires to perform, and the Member is willing to have Consultant perform, such services as an independent contractor. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties, intending to be legally bound, hereby agree as follows:
Consultant agrees to serve in the capacity of an independent contractor and shall provide consulting services to the Member as set forth in Exhibit A attached hereto and incorporated by reference herein (“Consulting Services”). The Member acknowledges that Consultant will limit its role under this Agreement to that of a consultant and to the Consulting Services set forth in Exhibit A only. Consultant hereby agrees to utilize its best efforts in performing the Consulting Services.
Consultant shall not be obligated to perform all of the services in Exhibit A should Consultant not receive reasonable responses or communications from/with Member. Member is responsible to schedule the services above with a Consultant. Failure of a Member to not undertake any services within the time period for which such services have been paid for will result in forfeiture of the Member of such services for any periods in which Member does not use the Consultant’s services. Member recognizes and agrees that even if Member does not use any or all of the Consulting services, Member shall still be responsible to timely pay all Annual fees and other costs pursuant to this Agreement. Furthermore, Member agrees and recognizes that the termination of this Agreement by either party shall result in Consultant not providing any of the services stated in Exhibit A.
The term of this Agreement shall commence as of the Effective Date and shall thereafter continue for thirteen (13) months. It is understood that either party may terminate this Agreement upon no less than sixty (60) days written notice unless terminated earlier in accordance with its terms. This Agreement automatically renews in successive twelve (12) month periods unless terminated in writing by either party sixty (60) days prior to the conclusion of the initial term.
As compensation for the performance of the Consulting Services, the Member shall compensate Consultant for its services hereunder at a rate of $249 USD (“Annual fee”) per twelve (12) month period. However, if the Member pays the annual fee prior to the 30-day trial period, the Member will get thirteen (13) months of service until the Member will have an auto-renew payment of the Annual fee that will then be reoccurring in twelve (12) month increments. If the Member waits 30 days before the first Annual fee payment, then the Member will get eleven (11) months of service until the Member will have an auto-renew payment of the Annual fee that will then be reoccurring in twelve (12) month increments. The Cash-Back Rewards Hotel Booking platform will be activated for the Member when payment for the annual Fee is paid in full.
Either party hereto shall have the right to terminate this Agreement in the event of a breach by the other party if such breach continues uncured for ten (10) days after the breaching party is given written notice thereof by the non-breaching party. The election by the Member to terminate this Agreement shall not deem an election of remedies, and all other remedies provided by this Agreement or available at law or in equity shall not survive any such termination. If the Member terminates the Consulting Services at any time, the Consultant will be eligible to receive his remaining compensation owed hereunder for the remainder of the consulting term. If the Member terminates VOA Services within less than sixty (60) days of the next auto-renew payment, the Member will be responsible for paying the annual fee for the upcoming term.
Cancellations are only accepted in writing 60 business days before the end of the membership term. If the payment of the annual $249 is unable to be processed for any reason such as “Insufficient funds, Expired card, Stolen or lost card, Invalid card, or Do not honor status and the Member has not provided written cancelation five business days before the end of the trial period date, the Member assumes responsibility for the annual payment to VOA of $249.00 and a $100.00 late fee. A $100.00 late fee will be assessed in the case of any late payment. VOA may send delinquent member accounts to collections for failure to make payment and not provide a written cancelation five days before the end of their trial period. No refunds are provided once the membership is activated.
Consultant is an independent contractor and is not an agent, partner, or employee of the Member. Consultant shall perform the Services under the general direction of the Member, but Consultant shall determine, in Consultant’s sole and exclusive discretion, the manner, and means by which the Services are accomplished, subject to the requirement that Consultant shall at all times comply with applicable law.
Consultant shall report as income all compensation received by Consultant under this Agreement. The Member shall not withhold any federal, state or local taxes or make any contributions on behalf of Consultant relating to the compensation received by Consultant under this Agreement.
Because Consultant is engaged as an independent contractor and not as an employee of the Member, the Member shall not provide Consultant with any form or type of benefits, including, but not limited to, health, life, or disability insurance.
For purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to: (i) information concerning the operation, business and finances of the Consultant and the Consultant’s affiliates; (ii) the identity of customers and suppliers of the Consultant and the Consultant’s affiliates; (iii) techniques and processes known or used by the Consultant and the Consultant’s affiliates; and (iv) other information and trade secrets which are of great value to the Consultant and the Consultant’s affiliates, which information and trade secrets are generally not known other than by the Consultant and the Consultant’s affiliates.
Member acknowledges that maintaining the confidentiality of all Confidential Information is critically important to the Consultant and that Member has a fiduciary duty to maintain the confidentiality of the Confidential Information. In addition, Member understands that his agreement to maintain the confidentiality of all Confidential Information is a material inducement to the Consultant in executing this Agreement.
Without the Consultant’s prior written consent in each instance, Member agrees not to use or disclose, directly or indirectly, any Confidential Information in any manner, at any time, other than as expressly required by the Consultant in connection with the services Consultant performs under this Agreement.
Member agrees not to remove, reproduce, summarize or copy any Confidential Information except as expressly required by the Consultant in connection with the performance of his Services under this Agreement. Member agrees to return immediately all Confidential Information (including any copies thereof) to the Consultant: (i) when this Agreement expires or is earlier terminated under any circumstances whatsoever; or (iii) whenever the Consultant may otherwise require that such Confidential Information be returned.
Member agrees that all manuals, documents, files, media storage devices, reports, studies and other materials used or developed by the Consultant, whether or not deemed Confidential Information, are solely the property of the Consultant and that Member has no right, title, or interest therein. Upon the expiration or earlier termination of this Agreement or whenever requested by the Consultant, Member shall promptly deliver such property in his or her possession to the Consultant.
The covenants and agreements of Member contained in this Section 7 shall be deemed to be effective as of the date such person first acquired knowledge of any Confidential Information and shall survive the expiration or earlier termination of this Agreement.
Member acknowledges that his breach of any provision of this Section 7 will cause the Consultant great and irreparable harm, for which it will have no adequate remedy at law, and that, in addition to all other rights and remedies the Consultant may have, the Consultant shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of the provisions of this Section 7.
Member agrees to the following acts shall constitute a breach of this Agreement: (i) Member commits a crime involving dishonesty, breach of trust, or physical harm to any person; (ii) Member willfully engages in conduct that is in bad faith and materially injurious to the Consultant, including but not limited to, misappropriation of trade secrets, fraud or embezzlement; or (iii) Member materially fails to perform its duties under this Agreement. The Consultant may terminate its engagement under this section as provided in Section 5 above. The Member shall pay to Consultant all compensation to which Consultant is entitled up through the date of termination.
The Parties agree that any dispute, controversy, or claim between the Parties based on, arising out of or relating to this Agreement or the termination of same, or any theory of contract, criminal, arbitral or tort law, shall be handled in the Courts of competent jurisdiction of Clark County, Nevada with such courts to be the exclusive jurisdiction to handle all such disputes. Parties agree to the exclusive venue of the courts of Las Vegas, Nevada, USA. This Agreement shall be construed in accordance with the laws of Nevada without reference to the conflict of laws provisions thereof, and judgment upon any resulting award may be entered in any court of competent jurisdiction.
Member shall not assign Member’s rights or delegate Consultant’s duties under this Agreement either in whole or in part without Consultant’s prior written consent. The Consultant shall have the right to assign its rights and delegate its duties under this Agreement in whole or in part without Member’s consent.
If any litigation, arbitration, or other legal proceeding relating to this Agreement occurs between the Parties hereto, the prevailing party shall be entitled to recover (in addition to any other relief awarded or granted) its reasonable costs and expenses, including attorneys’ fees and costs incurred in such litigation, arbitration, or proceeding.
If any provision of this Agreement is determined to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, then to the extent necessary to make such provision or this Agreement legal, valid, or otherwise enforceable, such provision shall be limited, construed or severed and deleted from this Agreement, and the remaining portion of such provision and the remaining other provisions hereof shall survive, remain in full force and effect and continue to be binding, and shall be interpreted to give effect to the intention of the Parties hereto insofar as that is possible.
All notices, requests, and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by facsimile, electronic transmission or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed to:
Vacation Ownership Advisor
8275 South Easter Ave
Las Vegas, Nv 89183 U.S.A
All notices, requests, and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgment or other evidence of actual receipt or delivery to the address. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given.
This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, written or oral, between them concerning such subject matter.
This Agreement and its provisions may not be amended, modified, or waived except in a writing signed by Consultant and the Member.
The normal rule of construction that an agreement shall be interpreted against the drafting party shall not apply to this Agreement. In this Agreement, whenever the context so requires, the masculine, feminine or neuter gender, and the singular or plural number or tense shall include the others.
The primary focus of Vacation Ownership Advisor LLC is to get the Member the best value out of their Vacation Ownership and or Travel Rewards Program.
Consultant shall provide consulting services and associated services limited to:
(a) An analysis of the Member’s timeshare and Vacation Ownership Portfolio,
(b) An overview of past, present, and future vacation ownership reservations,
(c) Help the Member understand the value of a vacation booked in contrast to maintenance fees paid,
(d) Help the Member understand the owner levels associated with the ownership,
(e) Personalized services dedicated to enhancing the customer experience and overall ownership usage,
(f) To provide a minimum of Two five-to-sixty-minute phone calls or Zoom consultations with an expert advisor to answer or review any pending questions about ownership or industry updates in the first 30 days.
(g) Access to phone and email contact with an advisor to answer any pending questions year-round,
(h) Option to request a post or pre-Vacation Ownership Presentation Consultation by zoom or phone,
(i) Provide Concierge Services to assist Members with their travel needs, and
(j) Access to a Travel Booking Platform with discounts offered in activities, automotive, car rental, dining and food, entertainment and recreation, golf, health and beauty, home, and garden, movies, and shopping.
(k) Provide a Hotel Cash-Back Rewards Booking Platform for Members. The Cash-Back Reward amount may vary on the hotel, room size, location, date, and length of stay. The Cash-Back Reward amount will be credited back to the credit card used for the booking, usually in 5 days from the time of booking.
The above services will be further defined and delineated by the Consultant’s management from time to time as necessary.