Nights Minimum and Maximum. All reservations inside of the RCI system can be from one night to fourteen nights depending upon availability with no specified arrival date unless mandated by a respective resort property.
Prestige Collection Minimum & Maximum Nights. Harbourside at Marker 33 reservations require redemption of a specific number of nights based upon your arrival: Three (3) Nights stay (Thursday Night arrival), four (4) Nights stay (Sunday Night arrival) and seven (7) Nights stay (Sunday night arrival).
Prestige Collection – Harbourside allows for ONLY seven (7) nights during any single calendar month and no reservations more than seven nights per stay at Prestige Collection – Harbourside. This requirement is NOT applicable to RCI condo bookings outside of Harbourside at Marker 33 This is to ensure adequate availability at your home resort.
Member Required Use. Members are required to redeem a minimum of seven (7) Nights during each two (2) year period (commencing as of the date of this Agreement); failing which, the un-redeemed number of nights shall be forfeited.
Reservation and Cleaning Fees:
A. Contract dates prior to Tuesday, February 26, 2019: Each reservation utilizing your pre-paid nights (RCI or Prestige Collection) requires payment of a Reservation Fee currently established in the amount of $149, plus applicable taxes, and a Cleaning Fee presently set in the amount of $149, plus applicable taxes. Fees must be paid before traveling to your destination.
B. Contract dates beginning Tuesday, February 26, 2019: Each reservation utilizing your pre-paid nights (RCI or Prestige Collection) requires payment of a Reservation Fee currently established in the amount of $199, plus applicable taxes, and a Cleaning Fee presently set in the amount of $199, plus applicable taxes. Fees must be paid before traveling to your destination.
Peak Times Reservations. Surcharges; It is our goal to ensure all of our members the highest utilization possible, so we have secured RCI weeks at over 4000 resorts to ensure your highest satisfaction. Peak Seasons dates for Harbourside will include Presidents Day, Easter, Memorial Day, Independence Day, Labor Day, Thanksgiving, Christmas/New Years Holidays, March, and July, and require a two-night charge for each night of stay. We regret this upcharge, but it is the only way to ensure availability at the property during peak times. RCI Peak weeks are only for July 4th and Christmas Holidays.
Reservation Rights, First Come First Served. All reservations for accommodations under this Agreement (including any addendum hereto) are (i) on a first-come, first-served, space available basis and there is no guarantee that Member will be able to obtain specific accommodations during any particular period; The earlier a Member requests a reservation, the higher the opportunity to receive a confirmed reservation. Members are advised to be flexible in their travel plans to obtain desired reservations; provided, however, last minute reservations may be available. Member acknowledges that requests for holidays or specific high demands event time may be more difficult to fulfill and may require the redemption of multiple Arcadia Nights to meet such requests, as further described in the Club Guidelines.
Members Responsibility for Accommodations. Accommodations obtained according to a reservation shall be used by Member only for vacation and leisure purposes and shall not be used as a principal residence or for the operation of any business. Only Member, a Family Member or Guest shall occupy such accommodations or otherwise avail themselves of the Club Benefits. The member shall abide by and adhere to all rules and regulations established by the provider in connection with the occupancy of accommodations and use of related facilities, including accommodation occupancy limits. The member shall be personally responsible for any damage to the accommodation(s) and facilities occurring during their occupancy and use.
Members Use. Use and occupancy of accommodations and facilities within the Arcadia Resort Program is based on the number of Arcadia Nights allocated to a Member. Arcadia Nights have no independent cash or other monetary value. Arcadia Nights are appurtenant to and are not separable from the Member’s Membership and will not be transferable from one Member to another to increase year to year usage. Arcadia Resorts may substitute and replace any Club Properties with reasonably comparable accommodations and facilities in its sole discretion, and such change shall not be a material change to this Agreement.
RCI Affiliation. Arcadia Resorts reserves the right to terminate its affiliation with the RCI exchange program and replace it with a reasonably comparable exchange program in its sole discretion, and such change shall not be a material change to this Agreement.
Member Interest. Subject Matter of Club. This Agreement constitutes an agreement for services to be provided commencing as of the date of this Agreement. Member is not acquiring any timeshare intervals, interests, uses, or periods, or any freehold estate, estate for years, or any other interest in real estate, and the Club is not a timeshare plan. Acquisition of the Membership and receipt of the Club Benefits does not provide Member with ownership in or the recurring right to use any specific accommodation or facility nor is the primary purpose of this Agreement the right to purchase or receive goods and services in the future. Member is not acquiring any contractual right of exclusive occupancy of any specific accommodation or facility. Member is not earning any legal or beneficial interest in Arcadia Resorts or the Club or any of their assets. Member is not entitled to any share of income, gain or distribution of or by Arcadia Resorts or any of its affiliates nor is Member acquiring, nor does Member have, any voting rights pertaining to Arcadia Resorts or the Club. The Club Benefits are not obtained or provided from the cooperative purchase of services or merchandise, and Member is not securing ownership or participation in any discount buying organization. Acquisition of the Membership and receipt of the Club Benefits are subject to rules and regulations established from time to time by Arcadia Resorts.
Guest Use. Family Members and Guest Certificates if in compliance with this Agreement may add only direct family members as additional natural persons to a Membership (“Family Members”), upon delivery to Arcadia Resorts of a completed Request to Add Family Member Form, which will be provided to Member by Arcadia Resorts upon request. All Family Members must be within one degree of familial relation from Member (e.g., Member’s parent, sibling, or child). Members are limited to a total of four (4) Family Members on a single account, including the Member. (b) Member, if in compliance with this Agreement, may purchase “Guest Certificates,” which allow for a “Guest” to redeem Member’s Arcadia Nights to use and occupy selected Club Property, on a space-available basis in compliance with the Club Guidelines (maximum seven (7) night stay per Guest Certificate). The cost of each “Guest Certificate Fee” is currently $150.00 but is subject to change in Arcadia Resorts’ sole discretion, and does not include, and is in addition to, all costs otherwise applicable to a reservation. (c) All Members, including Family Members and Guests, must be at least twenty-one (21) years of age and have a valid credit card acceptable to Arcadia Resorts.
Annual Club Dues. In addition to the Purchase Price, Member, as a Member of the Arcadia Resorts Club, is also obligated to annually pay Club Dues to Arcadia Resorts in accordance with this Agreement and the annual Club Dues Statement provided to Members each year of Membership. Club Dues shall be annually due and payable by Member each year during the Initial Term of Membership and after that, annually during each additional twelve (12) month period of each optional renewal term after the Initial Expiration Date. Arcadia Resorts reserves the right to provide for the payment of Club Dues at such other times and/or on a more frequent periodic basis, such as semi-annually, quarterly, or monthly. It is recognized explicitly that Members shall pay their annual Club Dues regardless of whether they use or enjoy any Club Benefits during such year. Club Dues and any applicable discounts are subject to change in the discretion of Arcadia Resorts; provided, however, in no event shall the annual increase in Club Dues or related fees (e.g., Cleaning Fees, Reservation Fees) assessed against Member in a given year exceed one and a half times (1.5x) the CPI-U (as used herein, the term “CPI-U” shall mean the percentage change in the Consumer Price Index for Urban Consumers, U.S. City Average, All Items, as calculated by the United States Department of Labor – Bureau of Labor Statistics, for the twelve (12) month period ending on the December 31st immediately preceding the year in which such Club Dues or fees are assessed). Member’s right to retain their Membership and use and enjoy the privileges and benefits of the Arcadia Resorts Club is subject to the timely payment of the Purchase Price and all annual Club Dues. Any suspension or termination of a Member’s Membership shall not relieve such Member of any obligations as may be owed to Arcadia Resorts and that all monies previously paid by such Member to Arcadia Resorts will be retained as a liquidated damages remedy, it is acknowledged that the actual damages suffered cannot be calculated. Arcadia Resorts currently allows Members in Good Standing to waive payment of their annual Club Dues in any given year by relinquishing (3) Arcadia Nights to Arcadia Resorts (“Nights for Dues”). Members must make a Nights for Dues election 90 days prior to Due Date. Arcadia Resorts may terminate or modify the terms of Nights for Dues at any time in its sole discretion.
Down Payment/Deposit. Member’s down payment/deposit will be held in escrow during the five (5) day cancellation period with Vacation Ownership Title Agency, an independent escrow agent, having an address of Congress Way * Boca Raton, Florida. In the event the Member gives a valid notice of cancellation or is otherwise entitled to cancel this Agreement, the deposit shall be returned to the Member, less any benefits the Member has received under this Agreement before the effective date of the cancellation. Following the expiration of the cancellation period, the Escrow Agent shall deliver the deposit to Arcadia Resorts upon presentation by Arcadia Resorts of written confirmation that Arcadia Resorts has not received any written notice of cancellation from the Member. Any and all interest accruing as a result of said deposit shall be paid to Arcadia Resorts by the Escrow Agent.
Financed Purchase. If Member desires to purchase money financing in connection with the transaction contemplated hereunder, a financing application will be completed and submitted by Member as part of this Agreement. In such event, this Agreement shall be contingent upon Member obtaining financing equivalent to a commitment for the amount specified in this Agreement. If Member fails to qualify for purchase money financing, this Agreement shall be null and void, and all monies paid by Member will be refunded. The member shall deliver to Arcadia Resorts a Promissory Note and Security Agreement (the “Note”) (together with such security instruments requested by Arcadia Resorts) for the balance of the Purchase Price if such is not paid for entirely, at closing, in cash or certified funds. The Member shall grant Arcadia Resorts a purchase money security interest in Member’s Arcadia Resorts Club. Membership and in any Membership Card or Membership Certificate relating to that as security for the payment of the balance of the Purchase Price and the performance of all terms and conditions set out in this Agreement, including all addendums, exhibits, and schedules as may be attached hereto. In connection with any such purchase money financing, unless otherwise agreed to in writing by Arcadia Resorts, Member shall be required to pay a proportionate percentage of his/her Membership Purchase Price before the use and redemption of a corresponding percentage of the total number of Arcadia Nights allocated to the Membership. For example, Member shall be required to pay at least 10% of his/her Membership Purchase Price prior to the use and redemption of 10% of the total number of Arcadia Nights allocated to the Membership. When the Purchase Price has been paid in full, Member shall be entitled to use and redeem any and all remaining Arcadia Nights, and Arcadia Resorts shall deliver the original Membership Card or Membership Certificate, as applicable, to the Member. Also, Member agrees to provide a security instrument, including a UCC financing statement, to Arcadia Resorts, or its designee and its respective assignees, respecting the Membership acquired hereunder and the appurtenant Club Benefits if requested to do so in connection with any such purchase money financing. Arcadia Resorts reserves the right to charge Member a reasonable fee for services performed by or on behalf of Arcadia Resorts in connection with this financing including, but not limited to, services such as providing a payment history or copies of statements to Member, etc. Upon repayment in full of such purchase money financing, Member shall pay Arcadia Resorts the stipulated cost of $25 for a payoff processing fee. In no event shall the interest rate charged in connection with the purchase money financing exceed the maximum interest rate permitted by applicable law.
Purchase Price Refunds and Agreed Upon Value of Club Benefits Upon Cancellation. In the event of any cancellation of this Agreement, Member at this moment agrees to return all Club Materials provided to Member in connection with the acquisition of a Membership to Arcadia Resorts in their original condition. In the event Member cancels this Agreement during the cancellation period, Arcadia Resorts will refund Member the total amount of all payments made by Member under this Agreement, reduced by the proportion of any benefits the Member has actually received under this Agreement prior to the effective date of cancellation. The specific value of each Club benefit received by Member will be as agreed to between Member and Arcadia Resorts. For example, (a) the cost of the Club Materials delivered to Member and not returned to Arcadia Resorts or its authorized agent in original condition as agreed herein is hereby stipulated to be $75.00 and (b) the fair market nightly rental charge of accommodations occupied by Member for at least 12 hours is hereby stipulated to be not less than $250.00 per night. Cancellation shall not relieve Member from paying for any other merchandise or services received before the date of cancellation. Subject to the foregoing, all refunds as may be due to Member shall be made within the later of twenty (20) business days after Arcadia Resorts’ receipt of the Member’s written notice of cancellation, or twenty (20) business days following the date upon which any deposit becomes good and immediately available funds.
Arcadia Resorts' Right to Repurchase Membership. If Member desires to sell, transfer or assign their Membership, Member shall first provide Arcadia Resorts the opportunity to repurchase the Membership and Arcadia Nights appurtenant thereto for an amount equal to a negotiated price, not higher than the initial purchase price paid by the Member for such Membership (such amount to expressly exclude any interest or finance charge). If Arcadia Resorts exercises its right to repurchase the Membership, the Member shall execute such papers as necessary to release Arcadia Resorts and its affiliates from any obligation or claim entirely. Arcadia Resorts has sixty (60) days from receipt of such notice to exercise its option to purchase. In the event Arcadia Resorts does not notify the Member within such period of its intent to use its option or notifies Member that it does not wish to purchase the offered Membership, Member may transfer his Membership per the Section herein entitled “Transfer of Membership.” Member is expressly prohibited from engaging in any solicitation for the repurchase, sale or transfer of their Membership on any Club Property.
Transfer of Membership. Subject to Arcadia Resorts’ Right to Repurchase Membership, Member may not transfer their Membership or any of their rights or obligations hereunder without the written consent of Arcadia Resorts, which consent shall be given at Arcadia Resorts’ sole discretion, and unless and until the Purchase Price is paid in full, and Member is current in all amounts owed under this Agreement. Arcadia Nights are appurtenant to the Membership and are not separable from the Membership acquired hereunder. Prior to making any offer to sell, lease, transfer, or otherwise convey his Membership, Member must notify Arcadia Resorts in writing prior to any transfer and both the transferor Member and the proposed transferee Member shall complete, execute and deliver to Arcadia Resorts all such appropriate documentation relating to such proposed transfer as may be required by Arcadia Resorts, together with payment to Arcadia Resorts of a “Membership Transfer Fee,” which is currently in the amount of $500.00. Such documentation shall contain, without limitation, confirmation that the transferor Member and the proposed transferee Member expressly understand and agree that any membership of the transferor Member in a travel, affinity or other similar programs of Arcadia Resorts or any of its affiliates, and which is not included within the Membership or any appurtenances thereto, (i) is personal to the transferor Member and is not transferable to the proposed transferee Member; and (ii) can only be acquired from the party offering any such program (e.g., Arcadia Resorts). Any attempt to transfer or abandon a Membership that does not strictly comply with the terms hereinabove shall be void and of no force or effect and shall not relieve a Member of his/her obligations under this Agreement.
Arcadia Resorts' Right of Redemption. Arcadia Resorts shall have the right, but not the obligation, to redeem Member’s Membership and all unused Arcadia Nights upon expiration of the fifth (5 ) year of Member’s Membership (should such be renewed beyond the Initial Term of Membership) upon payment to Member of an amount equal to the pro rata portion of the base Purchase Price (excluding any financing charges or any other amounts paid or payable by Member hereunder) relative to the number of Member’s unredeemed Arcadia Nights (the “Redemption Fee”). Arcadia Resorts shall have the right to offset from the Redemption Fee any amounts owed by Member to Arcadia Resorts under this Agreement. Upon the consummation of such redemption, Member shall have no further rights, duties or obligations under this Agreement or otherwise concerning the Membership acquired hereunder.
Suspension and Termination of Membership. Member’s failure to comply with any of their Member Obligations shall, after receipt of notice and expiration of a thirty (30) day cure period, result in the suspension of such Member’s Membership, during which time Member shall not have access to any Club Benefits. To lift the suspension and reactivate the Membership, the Member shall be obligated to cure the failure of compliance and, if required by Arcadia Resorts, pay Arcadia Resorts a “Reinstatement fee” (currently $250.00, subject to change in Arcadia Resorts’ discretion). If Member does not cure the failure of compliance within thirty (30) days after suspension of the Membership then, in the discretion of Arcadia Resorts, the Membership acquired hereunder shall be deemed to be resigned to Arcadia Resorts with all unredeemed Arcadia Nights forfeited, and this Agreement shall immediately terminate. Termination shall not relieve Member of any Member Obligations as may be owed to Arcadia Resorts hereunder and that all monies previously paid by Member to Arcadia Resorts or any other third party providing Club Benefits to Member will be retained as agreed upon liquidated damages and not as a penalty.
Member Obligations shall mean the collective obligations of the respective Member in respect to their Membership and use and enjoyment of the Club Benefits including, without limitation, (a) payment of all amounts when due including, without limitation, their Membership Purchase Price, annual Club Dues, House Account charges, Reservation Fees, Cleaning Fees, taxes, and any other fee, cost or expense associated with the Membership; and (b) compliance with all terms and conditions of Membership, specifically to include this Agreement and all addendums, exhibits, and schedules as may be attached hereto.
Arcadia Resorts Representations. (a) Arcadia Resorts is a limited liability company duly organized and validly existing under the laws of the State of Florida and has all requisite power and authority to carry on its business as currently conducted; (b) each Member shall have the rights of use and access to the Club Property and Club Benefits in accordance with the terms of this Agreement; (c) the Club Property is in excellent condition and repair, in all material respects, for the purposes for which it is currently used, ordinary wear and tear excepted; (d) the Membership, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, shall be duly and validly issued and will be free of restrictions on transfer directly or indirectly created by Arcadia Resorts other than restrictions on transfer under this Agreement and under applicable state and federal law; and (e) except as expressly set forth herein, Arcadia Resorts makes no representations or warranties of any kind to Member.
Member's Representation and Acknowledgements. Member represents and acknowledges that (a) he/she is at least twenty-one (21) years of age and has the capacity to acquire the Membership and use and enjoy the Club Benefits; (b) his/her acquisition of the Membership and use and enjoyment of the Club Benefits is solely for personal enjoyment and consumption and is based upon its value as a vacation experience or for spending leisure time, and not for purposes of acquiring an appreciating investment or with an expectation that the Membership may be resold for profit; (c) no aspect of the Membership Club Benefits has been represented to Member as an investment opportunity and Arcadia Resorts provides no resale, rental or rental pooling services to persons acquiring a Membership; (d) no representations have been made to Member concerning resale programs, rentals, rental pools, returns, tax advantages, depreciation or investment potential; (e) Member’s acquisition and continued enjoyment of the Membership and use and enjoyment of the Club Benefits is subject to Member’s compliance with this Agreement and Club Materials, as the same may exist from to time; (f) the terms and conditions of acquisition and continued enjoyment of the Membership and use and enjoyment of the Club Benefits may be changed by Arcadia Resorts from time to time and such changes shall be deemed to be incorporated herein and made part of this Agreement; (g) this Agreement, the Club Materials, and any other documents expressly referred to herein, are the only instruments relative to the rights and obligations as between Member and Arcadia Resorts concerning the subject matter of this Agreement and no representations, oral or written, may otherwise be relied upon; (h) Member has received all materials and information necessary to acquire the Membership and use and enjoy the Club Benefits and that there are no materials or information that Member has yet to receive or is waiting to receive; (i) Member is obligated to pay and is responsible for paying, all applicable taxes, charges and fees levied or assessed at any and all times by any and all taxing authorities in connection with the Membership and the Club Benefits and against any appurtenances thereto, including any interest, penalties or other charges which may be included thereon including, without limitation, sales taxes, transient use and occupancy taxes, together with all other fees, costs and charges including, without limitation, the Reservation Fees, Cleaning Fees, transportation, food, liquor, local taxes, tips, port charges, telephone calls, or other resort specific charges (e.g. energy surcharges, foreign country exit fees, or amenities/all-inclusive fees), and all other items of a personal nature, all of which are the sole responsibility of Member, unless specifically included as a Club Benefit; and (j) all representations, duties, obligations and agreements of the Member under the terms and conditions of this Agreement shall survive the closing of the Membership acquired hereunder. In addition, provided herewith is the Member’s Statement of Understanding and Acknowledgment which the Member understands (i) is a part of this Agreement as if set forth herein and (ii) is a material inducement for Arcadia Resorts to enter into this Agreement. Arcadia Resorts has created the Club to provide Members with personal vacation and travel benefits as set out in the Club Materials. Member acknowledges having received a copy of this Agreement and all addendums, exhibits, and schedules hereto and has been given the opportunity to read the documentation and understands their provisions. Member agrees to be bound by, to be subject to and to abide by the provisions of this Agreement, and all addendums, exhibits and schedules hereto, and all Club Materials as they may be amended from time to time.
Delay or Impossibility of Performance/Limitation of Liability. If any Club Benefits are deemed illegal by any applicable jurisdiction, Arcadia Resorts shall be under no obligation to continue to provide said unlawful Club Benefit to Member and Arcadia Resorts is no event liable to Member for any loss, injury or damage in connection with the discontinuation of stated illegal Club Benefit. If Member makes and receives a reservation or other Club Benefit and a delay or impossibility of performance due to circumstances beyond the control of Arcadia Resorts occurs, Arcadia Resorts shall, in its sole discretion, either (i) provide to Member alternative accommodations during a time agreeable between the Member and Arcadia Resorts, or (ii) credit Member’s account for the applicable number of Arcadia Nights redeemed for such reservation and refund the amount paid for the reservation; such refund to be made in the manner previously agreed between the parties. In no event may a refund exceed the amount paid to Arcadia Resorts for such reservation. Arcadia Resorts shall not be liable for any personal or bodily injury, damage, loss or theft of private property that occurs in connection with Member’s receipt of any Club Benefits and its liability, if any, in connection with any claim or action arising out of or in connection with acquisition of the Membership and receipt of the Club Benefits shall be limited to reimbursement of amounts paid to Arcadia Resorts by Member pursuant to this Agreement. In no event shall Arcadia Resorts be responsible for any incidental, consequential, or special damages of any kind, including without limitation, lost opportunities, even if advised of the possibility of such damages in advance and regardless of the cause of action upon which any such claim is based. Arcadia Resorts expressly disclaims any and all liability for any claims damages, losses, penalties, expenses, cost and responsibilities of any kind or injuries resulting from any act or omission of any other individual or entity providing product and/or services in connection with the Club Benefits. Member hereby releases Arcadia Resorts from and waives all claims whatsoever for any accident, loss, injury, or damage in connection with any accommodations, transportation, cruise, or other services, including defects in vehicles, breakdown of equipment, strikes, theft, delay, cancellation of or changes in, the itinerary or schedule, natural disaster, act of God, war, terrorism, or insurrection.
Member Remedies for Arcadia Resorts Default. Member’s sole and exclusive remedy in the event of any default by Arcadia Resorts hereunder shall be the right to cancel and terminate this Agreement, in which event Member’s damages shall be limited to the return of his/her actual Purchase Price payments made hereunder, without interest, less any benefits the Member has received hereunder, at which point no party hereto shall have any further liability or obligation to the other.
Third-Party Vendors, Providers, and Suppliers. Member acknowledges and agrees that Arcadia Resorts may contract with third-party vendors, providers, and suppliers to provide any or all Club Benefits available to Member in connection with the Membership. In all instances, Arcadia Resorts is acting as a separate entity from those third-party suppliers, and no supplier is an agent or employee of Arcadia Resorts. Arcadia Resorts does not accept any liability for any actions or omissions of any third-party supplier providing any Club Benefits. All coupons, receipts, and tickets are issued subject to the terms and conditions specified by each of the various suppliers. Arcadia Resorts reserves the right, in its sole discretion, to add, remove or substitute any such third-party vendors, providers or suppliers. Member acknowledges and agrees that he/she has not purchased the Membership in reliance on the existence of any specific vendors, providers or suppliers.
Benefits Providers and Savings Claims. Upon Member’s specific request, and prior to the execution of this Agreement, Member shall have the opportunity to examine a list of suppliers who provide services that comprise the Club Benefits and a description of the nature of available merchandise. Any and all savings claims made by Arcadia Resorts are based on price comparisons with retailers doing business in the trade area who sell or offer for sale the same or comparable goods and at the prices the products are sold or offered for sale by such retailers.
Assignment. This Agreement is binding upon the parties hereto and their heirs, legal representatives, successors, and assigns. Acquisition of the Membership and receipt of the Club Benefits is personal to Member and are not assignable or transferable, in whole or in part, by Member, except as expressly set forth herein. Arcadia Resorts may assign all or any section of its right, title and interest under this Agreement to a third party as each may determine including, without limitation, the power of assignment to an alternative supplier/fulfiller of the Club Benefits to be provided hereunder; provided that no such transfer shall materially and adversely affect the rights of all Members in the Club as a whole. Upon any assignment to a third party, Arcadia Resorts shall be completely released from all duties, claims, demands, or causes of action arising from or relating to the Membership and this Agreement occurring after the date of such assignment.
Americans with Disabilities Act. Specific accommodations located within the Club Property will be designed for and equipped with handicapped facilities, as set forth and depicted more particularly in the addendums, exhibits, and schedules as may be attached hereto.
Express Disclaimer of Warranties. Except as otherwise provided by law, Arcadia Resorts does not make or give any warranties, express or implied, whatsoever regarding the Club Property or Club Benefits, including, but not limited to, warranties of merchantability or fitness for a particular purpose.
Notices. Any notice to be given under this Agreement shall be duly given via email to the last known address of the Member, or if requested by Member, by regular certified mail, return receipt requested, to the last known street address of the Member. Notice via email and will be deemed effective one (1) day after it is sent and notice via mail will be considered active three (3) days after deposit in the U.S. Mail. Any notice to be given under this Agreement to Arcadia Resorts shall be delivered by certified mail, return receipt requested, at the address set forth hereinabove for Arcadia Resorts, unless the Member is notified in writing of an alternative address.
Governing Law, Venue, Jurisdiction. This Agreement shall not be consummated or become binding on Member or Arcadia Resorts until this Agreement is received and accepted by Arcadia Resorts at Arcadia Resorts’ principal place of business. Upon acceptance, Arcadia Resorts shall send Member a copy of the fully executed and accepted Agreement. The Agreement shall be construed, interpreted and enforced per the laws of the State of Florida. The courts of Pinellas County, Florida shall be deemed the proper venue and exclusive jurisdiction for all disputes arising out of this Agreement and to which site and private personal jurisdiction Member at this moment consents and subjects himself/herself.
Mediation and Arbitration. Before the initiation of any complaint by Member to any third-party against Arcadia Resorts, and before the start of mandatory arbitration or any litigation, Member shall participate in good faith in at least three (3) hours of compulsory mediation in Pinellas County, Florida with a mediator mutually selected by the parties. The costs of such arbitration shall be shared equally by the parties. Any complaints or litigation initiated without first participating in the mandatory mediation shall be immediately withdrawn or dismissed, and Member shall bear all attorneys’ fees and costs associated with obtaining such dismissal or withdrawal. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement in any manner or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such settlement within a period of sixty (60) days, then, upon notice by either party to the other, all disputes, claims, questions or differences – except for conflicts that qualify for small claims court, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury, and Member agrees to waive the right to trial by a jury. Member agrees that any arbitration under these terms and conditions will take place on an individual basis; class arbitrations and class actions are not permitted, and Member agrees to give up the ability to participate in a class action. The arbitration will be conducted in Pinellas County, Florida and administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, as amended by this Agreement.
Entire Agreement. Arcadia Resorts and Member agree that this Agreement and the addendums, exhibits and schedules as may be attached hereto and incorporated herein by reference are the only agreements and disclosures between them and that no representations or warranties, oral or written, haven been made or relied upon which are not set forth herein or therein. This Agreement will become active and binding when signed by the Member and accepted by Arcadia Resorts and may not be amended or modified except by a written instrument signed by both parties; provided, however, that specific terms, conditions, and provisions hereof may be amended from time to time, pursuant to the terms contained therein, by Arcadia Resorts in its sole discretion. If any provision of this Agreement is found to be invalid, illegal, or unenforceable in whole or in part, the remaining provisions shall, nevertheless, remain in full force and effect.
Miscellaneous. The titles and headings of the paragraphs of this Agreement (i) have been inserted for convenience and reference only; (ii) shall not in any way modify or restrict any of the terms or provisions hereof; and (iii) shall not be considered or given any effect in construing the terms or provisions of this Agreement or in ascertaining the intention of the parties hereto. Time is of the essence except where otherwise expressly provided for herein. Except as otherwise expressly provided herein, Member expressly waives notice of default or breach of any term of this Agreement. Member covenants to fully and promptly cooperate in the execution and delivery of any and all documentation related in any way to this Agreement or Member’s Membership in the Arcadia Resorts Club deemed necessary or desirable by Arcadia Resorts, a lender or their lawful successors and assigns in interest. Arcadia Resort’s waiver of any of its rights or remedies (which can only occur if it waives such rights or remedies in writing) will not waive any of its other rights or remedies or prevent it from after that enforcing all of its power and resources under different circumstances.