Terms & Conditions of Use

These Terms and Conditions of Use (“Use Terms”) govern the use of the My Vacation Flex Services. The Services are further described and governed by the associated MVF benefit terms, conditions, disclosures, documents and forms, which, together with the Use Terms are collectively referred to as the “MVF Documents”, and that collectively comprise the terms of a binding contract between the Service Provider and the Participant (the “Agreement”).

 

  1. Definitions: Capitalized terms used in this Agreement shall have the meanings ascribed to them within this Section 1. Capitalized terms used in this Agreement not ascribed a meaning within this Section 1, shall have the meanings ascribed to them as defined within the Sections of their use. Throughout this Agreement, unless the context otherwise clearly indicates, words used in the singular include the plural, the plural includes the singular, and the neuter gender includes the masculine and the feminine when gender could be applicable. All references to currency in connection with this Agreement shall be understood to mean United States Dollars (USD).

a. Authorized User: An “Authorized User” or “User” means a person enrolled with MVF and receiving Entitlement to use the Services.

b. Entitlement: “Entitlement” means access to the Services as the result of a User meeting certain qualifying conditions, and thereafter compliance with the Use Terms.

c. Host Provider: “Host Provider” means an entity that provides a product and/or service to a Participant in connection with the Services (i.e. lodging accommodations, cruise ship accommodations, tour packages, airfare, event ticketing, vehicle rental, etc.).

d. My Travel Credits: “My Travel Credits” means a symbolic currency utilized by the Service Provider to value select purchase discounts provided to Participants, and to value My Travel Credit Redemption Options.

e. My Travel Credit Redemption Options: “My Travel Credit Redemption Options” or “Redemption Options” means the products and services made available to a Participant in consideration for a Participant’s redemption of My Travel Credits.

f. Last Minute Deals: “Last Minute Deals” means select close check-in Resort Weeks available to Participants at special MVF pricing.

g. My Vacation Flex™: “My Vacation Flex” or “MVF” means a term used to describe a private-client program containing Services in connection with an Entitlement.

h. In Good Standing: A User Account is “In Good Standing” when the associated Participants are in compliance with the Subscriber Entitlement qualifications and the MVF Documents, and the User Account has not expired or been frozen, suspended, cancelled, revoked or otherwise interrupted.

i. MVF Website: “MVF Website” means the website and its functionality and content located at www.MyVacationFlex.com.

j. Participant: A “Participant” means each person, including, without limitation, Users and Travelers, that is entitled to utilize and/or that utilizes any product or service offered through the Services.

k. Registration: “Registration” means a process required prior to a User receiving access to their Entitlement whereby certain User information is provided to the Service Provider so a User Account can be created.

l. Reservation: A “Reservation” means a reservation has been made for transportation, accommodations, ticketing, travel packages, events, or other services through the Service Provider and/or a Host Provider as a consequence of using the Services.

m. Reservation Confirmation: A “Reservation Confirmation” means a written acknowledgment (including electronically) advising that a Reservation has been made.

n. Resort Weeks: “Resort Weeks” means promotional lodging accommodations consisting of seven (7) nights and eight (8) days or other time segment as determined by the Service Provider.

o. Service Provider: “Service Provider” means the entity providing the MVF technologies and Services.

p. Services: “Services” means the products and services made available through MVF.

q. Intentionally left blank.

r. Travel Documents: “Travel Documents” means documents provided to a Participant in connection with a Reservation, which may include a Reservation Confirmation and other applicable travel documents.

s. Traveler: “Traveler” means the designated guest in connection with a Reservation and each of their traveling companions.

t. User Account: A “User Account” means the unique MVF account associated with the unique Authorized User’s Entitlement, which is created when Registration is completed and used to authenticate the User’s Entitlement, provide the Entitlement, and track the Services used under the Entitlement.

 

  1. Who We Are: My Vacation Flex is serviced by Advantage Services (the “Service Provider”), a Nevada, USA business offering specialized leisure services to select private-clients. Advantage Services specializes in software development, travel aggregation, and private-client benefit programs. Advantage Services’ business address is P.O. Box 35076, Las Vegas, Nevada 89133, USA. MVF Website: www.MyVacationFlex.com. Phone: 877-304-4604 (US/Canada), 702-304-4604 (direct), 01-800-681-1524 (Mexico), 00-800-0012-3333 (abroad).

 

  1. Use of Services Non-Transferrable: All Services are intended to be utilized by Participants for personal, noncommercial use. The Entitlement IS NOT TRANSFERRABLE. However, Authorized Users are entitled to use the Services to make purchases on behalf of themselves and others pursuant to the Use Terms, and provided that Users comply with the MVF Website Access Restrictions.

 

  1. MVF Website Access Restrictions:

a. The MVF Website contains confidential information and private information specific to Authorized Users and the Service Provider, and is therefore password-protected accordingly.

b. As a material condition of the Agreement, no Authorized User shall share their login credentials to the MVF Website or otherwise assist or enable any unauthorized access to the MVF Website. Access to the password-protected sections of the MVF Website is to be authorized and distributed by the Service Provider ONLY.

c. Users are responsible for the safe and confidential storage of their MVF Website login credentials and are responsible for all activities conducted utilizing their unique login credentials. It is highly recommended that the User change their MVF Website password frequently, which can be completed through the “My Account” section of the MVF Website.

 

  1. Entitlement Status:

a. An Authorized User will lose their Entitlement when the associated User Account is not In Good Standing. A User Account may, in the Service Provider’s sole discretion, be frozen, suspended, cancelled or revoked for any of the following reasons: (i) A Participant fails to comply with any terms or conditions of the MVF Documents, (ii) A Participant fails to abide by any Host Provider rules, (iii) A Participant causes damage or theft at any Host Provider accommodations, (iv) A Participant alters Travel Documents or other Service Provider and/or Host Provider document, (v) A Participant fails to pay any monies owed to the Service Provider or a method of payment cannot be secured by the Service Provider (e.g. bounced checks, stop payment on check, credit card charge-backs, etc.), (vi) A Participant behaves in a manner that is abusive and/or disruptive to Host Provider staff or business and/or the Service Provider staff or business, (vii) A Participant engages in any activity that may be damaging and/or is damaging to the Service Provider or a Host Provider, (viii) Failure to comply with the MVF Website Access Restrictions.

b. In the event a User Account is NOT In Good Standing for any reason whatsoever (also referred to as a “User Account Interruption”), the Services are no longer accessible. In the event of a User Account Interruption, and in the event the User Account has any unredeemed certificates, coupons, vouchers or other benefits, all such unredeemed benefits shall become null and void. In the event of a User Account Interruption, Redeemable MyTravel Credits not yet redeemed will be Retracted and will no longer be Redeemable, and Pending MyTravel Credits will be Retracted and will no longer convert to Redeemable. In the event of a User Account Interruption, the only monies refundable, if any, is a refund of monies previously paid to the Service Provider for a cancelable Reservation (less Cancellation Fees if applicable), and only when the Service Provider, in its sole discretion, elects to cancel a Reservation. In the event any monies are owed to the Service Provider at the time of a User Account Interruption, those monies become immediately payable to the Service Provider, and the Service Provider reserves the right to deduct those monies from any refund that may be due to the User Account. An Entitlement associated with a User Account Interruption may be reinstated at the discretion of the Service Provider collectively. Reinstatement of a User Account will not reinstate Retracted MyTravel Credits.

c. All Participants are subject to the Use Terms. Users are responsible for any and all activity under their User Account, including, without limitation, the actions of all Participants. The Service Provider reserves the right to refuse business to any person(s), in its sole discretion. Furthermore, the Service Provider reserves the right to refuse business to any Participant without causing a User Account Interruption, in its sole discretion, thereby allowing the User Account to remain In Good Standing.

 

  1. User Registration and Authentication:

a. Registration: Before Users can receive service, the Authorized User must complete Registration to create their User Account. Registration is completed using one of the following methods: (i) When the User completes a Registration form upon first login to the MVF Website, or (ii) When the User completes Registration by phone (if permitted).

b. Authentication: After Registration, a User’s continued Entitlement status is authenticated upon each attempt to access the Services.

 

  1. Resort Weeks (Resort Weeks and Last Minute Deals):

a. The Services may include select Resort Weeks. Resort Weeks availability will not perform as traditional retail hotel room availability performs. Resort Weeks are very exclusive and less available than hotel rooms; therefore availability is unpredictable, and expected to change without notice.

b. When Resort Weeks are provided, they are normally listed as 7-night-stays. Standard Resort Weeks pricing (lodging that is NOT at an “All-Inclusive Mandatory” property) is not based on occupancy, therefore, the price includes up to full occupancy. For Example: If the Resort Week price is $950 for a 2-bedroom unit that sleeps 6, then the per-person equivalent at full occupancy is only $22.62 per-person, per-night ($950 divided by 6 persons, divided by 7 nights).

c. All-Inclusive Mandatory Accommodations: Some Resort Weeks will be All-Inclusive Mandatory accommodations and will be identified accordingly. All-Inclusive Mandatory accommodations require a purchase of an All-Inclusive package, which is normally charged on a per-person, per-night rate, and inclusive of meals, beverages, activities, etc. The All-Inclusive fee is in addition to the price paid to the Service Provider, and is collected by the Host Provider upon check-in. All-Inclusive Mandatory accommodations are identified at the time of offer, inclusive of the per-person cost.

d. Unless expressly promised in the offer, all Resort Weeks are lodging-only sales and do not include transportation, gratuities, meals, etc.

e. Housekeeping service at Resort Week properties may occur weekly; therefore a daily housekeeping service is not always provided with Resort Week accommodations.

 

  1. Cancellation/Change/Refund Policy: Some Reservations are cancellable, and some are not. For example, Resort Weeks purchases are not (normally) cancelable or refundable, while other travel purchases (i.e. hotels, cruises, tour packages, etc.) are (normally) cancelable and/or refundable as disclosed at the time of Reservation on a case-per-case basis.

a. Reservations made electronically (online through the MVF Website) shall be considered completed (made, reserved, purchased, etc.) upon the User selecting the offer, entering their payment and/or MyTravel Credit Redemption information into the MVF Website payment gateway, and selecting to complete the transaction (i.e. “continue”, “confirm”, “finish”, “book”, “purchase”, etc.).

b. Reservations NOT made electronically (not made online) (i.e. Reservations completed by phone, fax, or email) shall be considered completed when the Reservation is offered and accepted.

c. ALL Reservations:

i. Cancellation Fees: In the event a cancellation of a Reservation is permitted, a cancellation fee (“Cancellation Fee”) may be required. The Cancellation Fee for a Reservation will vary and may include a Service Provider Cancellation Fee and also a Host Provider Cancellation Fee.

ii. Reservation Changes: In the event a Reservation change is permitted (accommodation change, itinerary change, registered guest name change, etc.), a change fee may be required. The change Fee for a Reservation will vary and may include a Service Provider change Fee and also a Host Provider change Fee. The possibility of Reservation changes will vary on a case-per-case basis.

iii. Lost Reservations Without Refund: Any loss of a Reservation due to a Traveler’s failure to comply with the terms/conditions of a Reservation, including, without limitation, occupancy limits, personal identification requirements, international travel requirements, Travel Documents, Host Provider rules/policies, etc. shall be lost without any refund or other consideration. Neither the Service Provider, nor any Host Provider shall be responsible or liable, in any manner whatsoever, for Reservations lost due to any act of nature (e.g. hurricane, tropical storm, earthquake, etc.), or act of war, force majeure, or for other reasons beyond their direct control.

iv. Travel Insurance: In every case when a Reservation cannot be cancelled, there ARE NO REFUNDS FOR ANY REASONS WHATSOEVER, INCLUDING NON-USE OF THE RESERVATION. When available, travel insurance may be purchased from the Service Provider to protect a Reservation investment.

v. Collections: In the event the Service Provider is unable to collect any monies owed in connection with any Services, and in addition to all other remedies available to the Service Provider, the Service Provider reserves the right to cancel other paid Reservations made under the same User Account (if any) to the extent necessary to recover the unpaid monies and any other applicable fees, including, but not limited to, an associated Cancellation Fee.

vi. Charge Identification: When making payment by Credit Card or ACH, the debit will show as a debit from “Advantage Services”. Participants are expected to make note of this to avoid a frivolous debit challenges due to failure to recognize this charge on their statement. Frivolous debit challenges can result in termination of the User Account, legal action and collection activity, among all other remedies available to the Service Provider.

vii. Policy Disclosure: All Reservations are subject to the terms and conditions of this Service Provider Cancellation/Change/Refund Policy, which shall apply regardless of any conflict in policy between that stated by the Service Provider and the associated Host Provider. The Service Provider Cancellation/Change/Refund Policy and any associated fees may change at any time without notice. Changes will not apply to Reservations made prior to such changes. All Reservation cancellations are at the Service Provider’s sole discretion.

 

  1. Reservation Confirmation/Travel Documents: After all Reservation requirements have been met, the Service Provider and/or a Host Provider will provide Travel Documents (by email, fax, or mail). Travelers must present the associated Travel Documents upon check-in at the Host Provider accommodations. Travel Documents contain check-in/check-out information and additional terms and conditions particular to each Host Provider accommodations. Replacement Travel Documents may require a fee. All Host Providers retain the right to reassign a visiting Traveler to comparable substitute accommodations when necessary.

 

  1. Host Provider Rules and Fees:

a. All Travelers are required to occupy Host Provider accommodations in a responsible, careful and secure manner and in accordance with the rules and regulations established by the Host Provider, including, without limitation, occupancy limits, responsible guest minimum age, pet restrictions, noise restrictions, and check-in/checkout times.

b. Violations of Host Provider rules can have severe consequences, including, but not limited to, refusal of occupancy, eviction from accommodations, suspension and/or cancellation of the associated User Account, additional remedies available to the Service Provider and/or the Subscriber, and additional remedies available to the Host Provider. Neither the Service Provider, nor the Subscriber, has an obligation to provide any credit and/or other compensation whatsoever to any persons in connection with any loss, including, without limitation, refusal of occupancy and/or eviction from Host Provider accommodations, in connection with failure to comply with Host Provider rules.

c. Host Providers may require additional onsite fees, including, but not limited to, fees for the use of certain amenities, services and facilities and/or taxes, key deposit, security deposit, resort fees, parking, etc., which are determined by and collected by the Host Provider, and are the responsibility of the Travelers. Travelers shall be responsible for all personal charges, including, without limitation, telephone calls, meals, etc. All Travelers shall be financially responsible for any and all damages, either willful or incidental, to the Host Provider accommodations, property and/or facilities. Travelers that violate any Host Provider rules and/or regulations shall be subject to one or more of the following, without limitation: (i) refused occupancy, (ii) evicted from the premises, (iii) charged additional fees, and (iv) other measures. In the event any Host Provider exercises one or more of the aforementioned remedies, no consideration shall be owed to the Traveler(s), User or any others related to such a Reservation.

 

  1. Emergency Procedures:

a. Check-in problems are rare; however, in the event a Traveler encounters a problem with any Reservation, the Traveler must contact the Service Provider immediately, and prior to securing alternative accommodations or incurring additional costs. If voice mail is reached, the caller must leave their name and their present contact number in the “emergency” voicemail box. The Service Provider reserves the right to correct any problems prior to any Participant securing alternative accommodations and/or incurring additional costs. The Service Provider is not responsible or liable, in any manner whatsoever, for any expense incurred without prior authorization from Service Provider.

b. In the event of an emergency during normal business hours (6AM-5PM Monday-Saturday PST), the Service Provider can be reached at 702-304-4604 (direct), 877-304-4604 (toll free from U.S. & Canada), 01-800-681-1524 (toll free from Mexico), 00-800-0012-3333 (toll free from Europe). ASK FOR the “Travel Department”.

c. In the event of an emergency outside normal business hours, the Service Provider can be reached by dialing the numbers directly above, and selecting the emergency voicemail box, and leaving a voice message with the caller’s name and their present call-back number.

 

  1. Availability and Reservation Guarantees: All Reservations are on a space-available basis, which will vary according to desirability (Seasonality, holiday-time, special event times, etc.), supply and demand, size, location, and advance notice, and subject to change without notice. The Service Provider makes no promises with regard to availability, and no pricing discount guarantees are made. The Service Provider will provide general and specific information associated with Reservation availability. The reference sources for this information include the MVF Website content, the Service Provider issued property information, the Service Provider Travel Documents, and other representations expressly designated by the Service Provider as representations to be associated with availability or completed Reservations. All accommodations and amenities are subject to change without notice and the Service Provider is not responsible for any such changes, nor is the Service Provider responsible for any independent representations not provided by the Service Provider. Once all Reservation requirements have been met, the Service Provider guarantees the accommodations will be made pursuant to these Use Terms.

 

  1. Discounts: Certain Reservations are provided at a discount, at the Service Provider’s sole discretion. In some cases the savings amount will be identified prior to the purchase. The savings amount identified is the approximate savings as of the time of purchase when compared (apples-to-apples) to the most popular retail sellers. Use of the term “discount” or “savings”, etc. means the margin between the price provided by the Service Provider (inclusive of MyTravel Credit allocation when applicable) and a higher apples-to-apples retail (general public) price. The term “apples-to-apples” means the same exact Reservation components, including, but not limited to, same Host Provider, the same accommodations, same accommodations type, same accommodations category, same accommodations occupancy, same accommodations size, same traveling party size and age, same amenities packages, as well as same travel dates, same tax percentage, same onsite fees, same travel insurance (if applicable), same cancellation policy, as well as all other Reservation components. All savings representations are approximate, and the Service Provider guarantees the accuracy of any savings representations.

 

  1. Pricing Confidentiality: User acknowledges that all Host Provider names and the associated Reservation pricing through the Services are provided under a private-client relationship, and, as a material condition of the Agreement, Participants shall not disseminate, through any media whatsoever, including, without limitation, printed, electronic or recorded media, any such Host Provider names or accommodations pricing to the general public.

 

  1. MyTravel Credits:

a. MyTravel Credits are issued to User Accounts (earned) through select purchases, and represent a valuable discount provided by the Service Provider. For example, some Services will be offered with a US Dollar discount deducted from the amount paid for that service, and some Services will be discounted by issuing MyTravel Credits, and some Services may be provided with both a US Dollar discount deducted AND an issuance of MyTravel Credits. When a User makes a purchase that results in MyTravel Credits being earned, the number of MyTravel Credits being issued is identified prior to finalizing the purchase. Each MyTravel Credit earned is equivalent in value to one US Dollar ($1.00 USD). After the purchase, the MyTravel Credits are deposited into the associated User Account’s MyTravel Credit account as “Pending Credits”. After the travel dates associated with earning the Pending Credits have passed without modification, the associated MyTravel Credits change from “Pending” to “Redeemable”, subject to the Host Provider fulfilling its obligations to the Service Provider, if any. MyTravel Credits earning options are subject to change without notice at the Service Provider’s sole discretion.

b. Redemption: The MyTravel Credits associated with a User Account can be viewed by the User by visiting the MVF Website. Redeemable Credits are redeemed SAME-AS-CASH at a conversion rate of one US Dollar ($1.00 USD) per MyTravel Credit. MyTravel Credits may be redeemed by phone, fax, email, or through the MVF Website for MyTravel Credits Redemption Options such as cash (USD), Resort Weeks, hotels, cruises, tours, airfare, among other purchases. During redemption, the Redemption Options are not inflated (e.g. when redeeming for a discount hotel room, the hotel room will be discounted as if paying cash). In the event any MyTravel Credits Redemption Options include third-party products or services not reserved through the Service Provider and/or not provided by the Service Provider, the Service Provider shall not be responsible or liable for such products or services. MyTravel Credits Redemption Options are subject to change without notice at the Service Provider’s sole discretion.

c. Expiration, Retraction, Mandatory Redemption: MyTravel Credits do NOT expire until redeemed. MyTravel Credits may be “Retracted” when the travel associated with the earned MyTravel Credits is modified or cancelled and/or in the event a Participant is in breach of the MVF Documents and/or in the event of an Entitlement status change (see “Entitlement Status” Section herein). Redeemable Credits may be subject to a Mandatory Redemption by the Service Provider when monies are owed to the Service Provider in connection with the User Account, and in the Service Provider’s sole discretion. In the event the Service Provider elects to exercise a Mandatory Redemption, the Service Provider shall be entitled to deduct a quantity of Redeemable Credits that equals the US Dollar sum owed to the Service Provider.

 

  1. Additional References, Revisions, and Amendments: Some Services included with the Services are subject to additional and/or separate terms and conditions associated with their use. Terms and conditions of all Services are incorporated herein by reference and are made a part hereof as fully as if set forth herein. The Service Provider reserves the right to modify its terms and conditions, including, without limitation, fees, guidelines, and all products and services offered by the Service Provider and/or Host Providers, which are subject to change at any time without notice. Users should refer to the MVF Website or contact the Service Provider for the most current terms and conditions of associated Services. As a condition of this Entitlement, Users agree to carefully and periodically check the MVF Website for revisions and amendments to the MVF Documents. Any revisions or amendments to MVF Documents shall be effective immediately upon posting to the MVF Website, and the continuation of this Entitlement and/or use of the Services provided by the Service Provider subsequent to the posting of any revisions or amendments, constitutes the Participant’s express acceptance of such revisions and amendments.

 

  1. Technology:

a. The Service Provider will endeavor to provide User Accounts In Good Standing access to the MVF Website 24-hours a day, subject to reasonable downtime for maintenance and causes outside the Service Provider’s control.

b. Participants acknowledge that the Service Provider is the sole owner of the technologies associated with the MVF Website, and the Service Provider may contract for certain additional information technology services, including, without limitation, reservation systems, independent website hosting, secure credit card processing gateways, etc. (collectively “IT”). Such IT providers are referred to as the Service Provider “Licensors”.

c. IT Acknowledgments:

i. Participants acknowledge that all IT is the intellectual property of the Service Provider. Participants shall not directly or indirectly disclose, copy, transfer, or allow third-party access to any of the IT, and shall not utilize any of the IT for any purpose other than as expressly authorized herein.

ii. The Service Provider’s rights in and to the IT shall not be disclosed, made available, sold, assigned, subleased, sub- licensed, conveyed, remarked or transferred to any person, firm or corporation, whether in whole or in part by duplication, modified version, or otherwise, without prior express written approval of the Service Provider.

iii. The IT is subject to protection of intellectual property laws of the United States of America and all other jurisdictions where used, and was created, compiled, prepared, selected, and arranged by the Service Provider and/or its Licensors through the expenditure of substantial effort and resources. The IT constitutes valuable property of the Service Provider and/or its Licensors.

iv. The foregoing intellectual property rights include, without limitation, patent, copyright, trademark, trade secret, or any other common law intellectual property right or ownership. Without limiting the generality of the foregoing, the jurisdictional scope of the Service Provider’s intellectual property shall be worldwide and shall include any intellectual property rights granted or created by any jurisdiction in which the Service Provider may have intellectual property rights as those rights may be extended or enforceable by operation of any international treaty or agreement.

d. Participants acknowledge and agree that neither the Service Provider, nor the Licensors, nor any others (the “Disclaiming Parties”) make any representations, warranties or guarantees whatsoever with respect to the IT, its fitness, condition, or the results to be obtained from its use. The Disclaiming Parties specifically disclaim any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In no event shall the Disclaiming Parties be liable for any damages of any kind, including, but not limited to, direct, special, indirect, punitive, or consequential damages that may arise at any time or from time to time in connection with any IT, software, program or system, even if the Disclaiming Parties have been advised of the possibility of such damages. Participants specifically agree that the Disclaiming Parties shall not be liable for lost profits, lost revenue, failure to realize savings, lost data, data input errors, or other data related claims, or other commercial or economic loss of any kind whatsoever.

e. IT Indemnification: Participants shall indemnify, defend, save and hold harmless the Disclaiming Parties and their respective directors, officers, employees, servants, and agents (collectively referred to as the “IT Indemnified Parties”) from and against any and all claims, lawsuits, judgments, losses, costs, and expenses of any nature whatsoever (including reasonable attorney’s fees) arising hereunder which may arise from or be claimed against the IT Indemnified Parties arising out of or in connection with the IT, including, but not limited to, any loss or damage to property, or injury to or death of any person whomsoever, caused by or attributable to the IT, or the use of the IT by a Participant.

f. This Technology provision shall confer a third party beneficiary right of action upon Licensors to enforce the terms set forth herein regarding Licensors’ IT.

 

  1. Liability: The Service Provider’s liability shall be limited pursuant to the limitations defined within these Use Terms. Furthermore, Participant understands and agrees that the Service Provider’s liability and responsibility hereunder is limited to the Services fees received by the Service Provider for the specific Services provided. The Service Provider shall not be liable for any loss, injury, or damage to persons or property for any reasons whatsoever arising hereunder, including, without limitation, any use or nonuse of the Services, any use or nonuse of any products and/or services obtained in connection with the Entitlement, including, without limitation, a Reservation, MyTravel Credits, coupons, certificates, vouchers, discounts, credits, etc., and/or any technology, whether provided by the Service Provider, any Host Provider, or any others. In no event shall the Service Provider be liable for any incidental, consequential, indirect, statutory, special or exemplary damages, including, but not limited to, loss of use, loss of time, inconvenience, lost opportunities, loss of data, data errors, lost revenue, failure to realize savings, or any commercial or economic loss of any kind arising out of or in connection with the Entitlement and/or the Services, regardless of whether such liability is based on a breach of contract, tort, strict liability or otherwise, and even if the Service Provider had been advised of the possibility of such damages or such damages could have been reasonably foreseen. Participant agrees and acknowledges that the Service Provider further limits its responsibility and liability pursuant to the liability limitations defined within the terms and conditions of the specific products and/or services utilized by Participant, and in the event of a conflict with any such liability limitations and the liability limitations defined herein, the most limiting liability limitations shall prevail. Participant further agrees that any liability of the Service Provider hereunder is limited to those matters related to products and services within the Service Provider’s direct control. The Service Provider is not responsible for personal costs, including, without limitation, telephone costs, taxi fares, etc. incurred while traveling through the Services.

 

  1. Independent Entities:The Service Provider, all Host Providers associated with any Reservations made through the Services, and every other third-party product or service provider (each an “Independent Entity” and collectively the “Independent Entities”), each operate as independent contractors and there are no agent relationships between any such Independent Entity. No act undertaken by any Independent Entity, within the scope of the Use Terms, or outside the scope of the Use Terms, shall be construed as an act by either as an agent for the other. The Service Provider assumes no responsibility or liability for any claim or loss incurred or sustained in connection with or arising out of any Participant’s purchase of, or participation in, any Independent Entity program, or any other product and/or service a Participant may be exposed to or involved with through any Independent Entity and/or any other entity of which the Service Provider has not specifically designated itself as the responsible party. Any actions by any Independent Entity or the Service Provider in the promotion of the other, including, without limitation, Internet links between websites, are provided only as a convenience.

 

  1. Governing Law: This Agreement is made in the state of Nevada and shall in all respects be governed exclusively by and construed exclusively in accordance with the laws of that state. Each Party (a) irrevocably and unconditionally submits to the exclusive jurisdiction of any State court located in Las Vegas, Nevada with respect to all actions and proceedings arising out of or relating to this Agreement, (b) agrees that all claims with respect to any such action or proceeding shall be exclusively decided by binding arbitration before an arbitrator selected from American Arbitration Association (“AAA”). The arbitration will be confidential and will take place electronically and will be conducted in accordance with the then prevailing Commercial Arbitration Rules of the AAA, (c) agrees that service of any process, summons, notice or document delivered by hand or sent by registered mail to a Party’s address set out herein shall be effective service of process for any action or proceeding brought against that Party in arbitration, and (d) agrees that the decision of such arbitrator will be final and conclusive and all that is required to enforce the ruling is a copy of the ruling of the arbitrator presented to a court of competent jurisdiction.

 

  1. Jury Trial Waiver: Each of the parties hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to the Agreement and/or the transactions contemplated hereby.

 

  1. Attorney Fees: In the event litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.

 

  1. Waiver: No waiver by the Service Provider hereto of any breach or default by any Participant, or of any representation, covenant, warranty, undertaking, term or condition of the Agreement shall be deemed a waiver of any other breach or default (whether prior or subsequent thereto) of the same or any other provision of the Agreement.

 

  1. Partial Invalidity : In the event of a conflict between any provisions herein and any law or regulation, the latter shall prevail; but, in such event, the affected provisions shall be curtailed only to the extent necessary to bring them within the requirements of such law or regulation. Any such illegal provision shall not invalidate this Agreement as a whole.

 

  1. Entire Understanding: The MVF Documents constitute the entire Agreement. There are no express or implied covenants or warranties, oral or written, between the Service Provider and any Participant except as expressly stated in the MVF Documents.

 

  1. Changes: Any or all Services are subject to change or cancellation at any time without notice. In the event the Services are discontinued, all Reservations made prior to the discontinuation shall be honored by the Service Provider pursuant to the Use Terms. Use Terms are subject to change without notice. Changes to Use Terms shall be effective on the date the Service Provider provides notice pursuant to the “Notices” Section herein.

 

  1. Notices:

a. Notices to Users: Notices to Users will be effective and deemed given on the date first published on the MVF Website. Alternatively, the Service Provider may deliver notices to Users in writing by mail, or by electronic mail to an email address provided by the Participant to the Service Provider, or by publication in a Service Provider publication. User consents to receive electronic mail from the Service Provider for notice purposes. Such alternative notices shall be deemed given on the date sent to User or publicized.

b. Notices to the Service Provider: Any payments, notices, statements or other writings required or permitted to be given hereunder shall be addressed to the Service Provider as set forth herein, and unless otherwise expressly permitted hereunder shall be deemed sufficient only if given by personal delivery or by mailing same by certified mail (return receipt requested) or by facsimile or email when the receipt is acknowledged in writing by the Service Provider. The date of the Service Provider’s acknowledged receipt shall be the date of giving such notice.

 

  1. Trade Names: The MVF Website (and design) and its content, and all Service Provider trademarks, and all other trademarks of the Service Provider’s parent/subsidiary/affiliated companies, including, but not limited to, “My Vacation Flex”, “MVF”, “Resort Weeks”, “Last Minute Deals”, “MyTravel Credits”, “MyTravelBenefits”, and “Advantage Services” are trademarks and/or the confidential and intellectual property of the Service Provider and may not be copied or used in any manner whatsoever without prior written authorization from the Service Provider. Trade names of Host Providers, including, but not limited to, Marriott, Hilton, Carnival Cruise Lines, Royal Caribbean Cruise Lines, etc., are the registered trademarks of their respective owners. All rights reserved.

 

  1. Right to Terminate: If at any time, and for any reason, the Authorized User is dissatisfied with the Services, the Authorized User may immediately terminate their User Account by advising the Service Provider in writing at least 30 days prior to Entitlement anniversary date. Termination does not release the Authorized User from any obligations they may have with any Independent Entities.