SUITELIFE MANAGEMENT INC. (“SMI”) – Terms of Use
ATTENTION: PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING THIS WEBSITE. USING THIS WEBSITE INDICATES THAT YOU ACCEPT THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, DO NOT USE THIS WEBSITE.

Use of site - These Terms of Use apply to all Suitelife Management Inc. (“SMI”) owned websites and domains (“Site”), and SMI’s subsidiaries and affiliates. The Site and content therein, including the text, graphics, button icons, audio and video clips, digital downloads, data compilations and software, may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed without the written permission of SMI, and/or its third party providers and distributors, except that you may download, display and print the materials presented on this Site for your personal, non-commercial use only. You may not use any "robot," "spider" or other automatic device, or a program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the web pages, data or content found on this Site, in any case without the prior written permission of SMI. You agree that you will not transmit or otherwise transfer any web pages, data or content found on this Site to any other computer, server, web site, or other medium for mass distribution or for use in any commercial enterprise. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of this Site. You agree that you will not take any action that imposes a burden or load on our infrastructure that SMI deems in its sole discretion to be unreasonable or disproportionate to the benefits SMI obtains from your use of the Site. Unauthorized use of this Site and/or the materials contained on this Site may violate applicable copyright, trademark or other intellectual property laws or other laws. You must retain all copyright and trademark notices, including any other proprietary notices, contained in the materials, and you must not alter, obscure or obliterate any of such notices. The use of such materials on any other web site or in any environment of networked computers is prohibited. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. In addition, you are prohibited from posting or transmitting any information which (a) infringes the rights of others or violates their privacy or publicity rights, (b) is protected by copyright, trademark or other proprietary right, unless with the express written permission of the owner of such right, (c) contains a virus, bug or other harmful item, or (d) is used to unlawfully collude against another person in restraint of trade or competition. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from your use of this Site. You may not modify the materials at this Site in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose. SMI's obligations with respect to its products and services are in addition governed by the agreements under which they are provided and the Terms of Use should be construed as in addition to such agreements. If you breach any of these Terms of Use, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials. License - SMI grants you a limited, non-transferable license to use this Site in accordance with these Terms of Use. You may only use this Site to make legitimate reservations or purchases and shall not use this Site for any other purposes, including without limitation, to make any speculative, false or fraudulent reservation or any reservation in anticipation of demand.

Ownership - This Site, and each of its constituent parts, together with the arrangement and compilation of the content found on this Site, is the copyrighted property of SMI and/or its various third party providers and distributors. Some of the content found on this Site is owned by third party providers and distributors and, specifically. In addition, the trademarks, logos and service marks displayed on this Site (collectively, the "Trademarks") are registered and common law Trademarks of SMI, its affiliates, and various third parties. Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without the written permission of SMI, or such other party that may own the Trademarks.

Age and Responsibility - If you use this Site, you are responsible for maintaining the confidentiality of your account information and your password. You agree to accept responsibility for all activities that occur under your account or password. You represent that you are of sufficient legal age to use this Site and to create binding legal obligations for any liability you may incur as a result of the use of this Site. You understand that you are financially responsible for all uses of this Site by you and those using your login information. Privacy - You have read the SMI Privacy Statement, the terms of which are incorporated herein, and agree that the terms of such policy are reasonable. You consent to the use of your personal information by SMI and/or its third party providers and distributors in accordance with the terms of and for the purposes set forth in the SMI Privacy Policy.

Review of Transmissions – SMI may, from time to time monitor and review any information transmitted or received through this Site and reserves the right to censor, edit, remove or prohibit the transmission or receipt of any information that SMI deems inappropriate or in violation of these Terms of Use. During monitoring, the information may be examined, recorded or copied, and your use of this Site constitutes your consent to such monitoring and review. You agree that if you submit suggestions, ideas, comments or questions or post any other information on this Site, you grant SMI and its affiliates a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicenseable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such content in any form, media or technology. SMI takes no responsibility and assumes no liability for any content posted or submitted by you.

Disclaimers - THE MATERIALS (INCLUDING ALL SOFTWARE) AND SERVICES ON THIS SITE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. SMI AND ANY THIRD PARTY PROVIDERS AND DISTRIBUTORS DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THIS SITE. NEITHER SMI NOR ANY THIRD PARTY PROVIDERS OR DISTRIBUTORS WARRANT THAT THIS SITE, ITS SERVERS OR ANY E-MAIL SENT FROM SMI ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SMI further does not warrant the accuracy and completeness of the materials, software or services at this Site. SMI may make changes to the materials and services at this Site, or to the products and prices described in them, at any time without notice. The materials and services at this Site may be out of date, and SMI makes no commitment to update the materials and services at this Site. Information published at this Site may refer to products, programs or services that are not available in your country. Applicable law may not allow the exclusion of implied warranties, so this exclusion may not apply to you.

Limitation of liability – SMI ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THIS SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITE. IN NO EVENT WILL SMI, ITS SUPPLIERS, OR OTHER THIRD PARTIES MENTIONED AT THIS SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF - (I) THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS SITE, ANY WEBSITES LINKED TO THIS SITE, OR THE MATERIALS OR INFORMATION OR SERVICES CONTAINED AT ANY OR ALL SUCH SITES; (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE FOR RESERVATIONS; OR (III) THE PERFORMANCE OR NON PERFORMANCE BY SMI OR ANY THIRD PARTY PROVIDERS OR DISTRIBUTORS, INCLUDING, BUT NOT LIMITED TO, NON PERFORMANCE RESULTING FROM BANKRUPTCY, REORGANIZATION, INSOLVENCY, DISSOLUTION OR LIQUIDATION - WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT SMI OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE MATERIALS, INFORMATION OR SERVICES FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THE INVALIDITYOF ANY PROVISION OR PART THEREOF OF THESE TERMS OF USE SHALL NOT AFFECT THE VALIDITY OF ANY OTHER PROVISION OR PART THEREOF. If, notwithstanding the foregoing, SMI or any third party provider or distributor should be found liable for any loss or damage which arises out of or is in any way connected with any of the described functions or uses of this Site or its contents, the liability of SMI and the third party providers and distributors shall in no event exceed, in the aggregate, the greater of (a) the charge for accessing this Site, or (b) US$100.00. In its sole discretion, in addition to any other rights or remedies available to SMI and without any liability whatsoever, SMI at any time and without notice may terminate or restrict your access to any component of this Site. Some jurisdictions do not allow limitation of liability, so the foregoing limitation may not apply to you.

Indemnification - You shall defend and indemnify SMI and any third party providers and distributors and their officers, directors, employees and agents from and against any claim, cause of action or demand, including without limitation reasonable legal and accounting fees, brought by or on your behalf in excess of the liability described herein or by third parties as a result of your use of this Site.

Use of software - Any software that is made available to download from this Site is the copyrighted work of SMI and/or its suppliers. Use of the software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the software ("License Agreement"). You may not download or install any Software that is accompanied by or includes a License Agreement unless you have read and accepted the terms of the License Agreement. REPRODUCTION OR REDISTRIBUTION OF THE SOFTWARE IS PROHIBITED EXCEPT AS PROVIDED FOR IN THE APPLICABLE LICENSE AGREEMENT.

eCommerce – While it is intended that the particulars of the accommodations, services and products set forth in the Site are correct at time of posting, prices, descriptions and photographs are representational only and not a guarantee. SMI cannot be held responsible for modifications that can take place after publication, and with errors and omissions excepted. By reserving accommodations, you are entering into an agreement with the accommodation provider – SMI may not own, manage, operate or control any such accommodations, or other supplier of services and is not responsible for their acts or omissions. Reservations are made on a first come, first served basis – accordingly even though the accommodations may still be listed as available on the Site, the removal of listings already taken may be delayed. Confirmations will only be issued upon receipt of full payment for the accommodations and of any other amounts owing to SMI. Once confirmed, accommodations cannot be cancelled or changed. SMI cannot guarantee special requests such as room location, number of bedrooms, adjoining rooms, bed preference, etc. While SMI will attempt to accommodate such special requests, SMI will not be held responsible if such requests cannot be fulfilled or if surcharges are applied. No refunds or adjustments will be made for portions of accommodations not taken or used.

Notice to Travelers – You should be aware that different living standards and practices may exist outside of where you reside, including but not limited to provision of utilities, eg. water and electricity, services of all kinds, food, food preparation, water quality, security, insects, wildlife and weather conditions. SMI cannot be responsible for any loss, damage, illness or injury resulting from different living standards or views from resorts. All accommodation providers undergo routine maintenance and renovations. Certain resort areas are undergoing major growth with ongoing construction in and about the resort, and some services, features or facilities many not be working or curtailed. SMI cannot be held responsible for such ongoing activities and service limitations outside of its control including but not limited to unavailability of accommodations or facilities related thereto such as pool, recreation, etc. that may be undergoing periodic or other maintenance or have been discontinued for any reason whatsoever. SMI shall in addition not be liable for any failure or delay in performance to the extent said failures or delays are caused by causes beyond SMI’s reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or other persons or entities to substantially meet performance obligations, Acts of God, and other causes including but not limited to, wars, riots or other major upheaval, strikes, natural disasters (earthquakes, hurricanes, floods), fires, governmental restrictions, power failures, or damage or destruction of any network facilities or servers. In the event of an occurrence aforesaid, SMI will do what is reasonably possible to relocate into accommodations of equal or better quality, provided if SMI is unable to source similar accommodation, SMI’s liability shall be limited to the amount received for the accommodations respecting a particular reservation and that at SMI’s option you may instead be credited with a substitute accommodation Interval to be used within 12 months of the original reservation. SMI will not be responsible for the behavior of resort personnel or guests, and consequences of cultural or political occurrences.

Customs & Immigration – Certain accommodation may require the crossing of international borders. At their discretion, customs and/or immigration officials can deny entry into a country. SMI cannot be held responsible for denied entry under any circumstance. It is your responsibility to obtain, at your expense, all documentation required by all relevant government authorities, which may depend upon citizenship status. It is suggested that prior to departure, you ascertain the documentation required.

User submissions - SMI may receive confidential or proprietary information from you through this Site. Any material, information or other communication ("Communications") you transmit or post to this Site will be considered non-confidential and non-proprietary, unless constituting personally identifiable information which will be treated as set forth below. SMI will have no obligations with respect to the Communications. SMI and its designees will be free to copy, disclose, distribute, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes. Personally identifiable information that you submit to SMI for the purpose of receiving products or services will be handled in accordance with the SMI online Privacy Statement.

Links to non-SMI Websites - Links on this Site to third-party websites are provided solely as a convenience to you. If you use these links, you may leave this Site. SMI has not reviewed all of these third-party sites and does not control and is not responsible for any of these sites or their content. Thus, SMI does not endorse or make any representations about them, or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to this Site, you do this entirely at your own risk. The personal data you choose to give to unrelated third parties is not covered by the SMI Privacy Statement. SMI encourages you to review the privacy policy of any website before submitting your personal information. Some third-party websites may choose to share their personal data with SMI; that sharing is governed by that third-party company's privacy policy.

Linking to this Site - You may not create links to this Site from other sites, unless in accordance with the terms of the Guidelines and Linking License for linking to the Site and in compliance with all applicable laws. For a copy of such Guidelines and Linking License please contact SMI.

Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (as amended, the "DMCA") provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by SMI infringe your copyright, you (or your agent) may send notice requesting that the material be removed, or access to it blocked. If you believe in good faith that SMI has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter- notices must meet the then-current statutory requirements imposed by the DMCA; see 17 U.S.C 512 for details. Notices and counter-notices with respect to the Site should be sent to SMI, 690 Rowntree Diary Rd., Suite 201, Woodbridge, Ontario, L4L 5T7, Phone: 905-856-1173, Fax: 905-856-1571, Email: info@suitelifevacation.com. SMI suggests that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

Relationship. The relationship between SMI and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other. Attorney’s Fees. If SMI or its affiliates take any action to enforce these Terms of Use, such parties will be entitled to recover from you, and you agree to pay, all reasonable and necessary attorney's fees and any cost of litigation, in addition to any other relief, at law or in equity, to which such parties may be entitled.

Injunctive Relief. You acknowledge that a violation or attempted violation of any of these Terms and Conditions will cause such damage to SMI and will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that SMI shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these Terms of Use by you, or your affiliates, partners, or agents, as well as recover from you any and all costs and expenses sustained or incurred by SMI in obtaining such an injunction, including, without limitation, reasonable attorney's fees. You agree that no bond or other security shall be required in connection with such injunction. Termination. SMI may terminate the provision of any of the services at any time for any reason, including any improper use of this Site or your failure to comply with these Terms of Use. Such termination shall not effect any right to relief to which SMI and its third party providers and distributors may be entitled, at law or in equity. Upon such termination, all rights granted to you will terminate and revert to SMI and its third party providers or distributors, as applicable.

Assignment. You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder. Modification. SMI may at any time modify these Terms of Use and your continued use of this Site will be conditioned upon the terms and conditions in force at the time of your use.

Severability. The terms and conditions of the Terms of Use shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions. Headings. The headings used in these Terms of Use are included for convenience only and will not limit or otherwise affect the terms and conditions herein.

Entire Agreement. These Terms of Use, together with any terms and conditions incorporated herein or referred to herein constitute the entire agreement between SMI and you relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on this Site.

General - SMI administers this Site from its offices in Vaughan, Canada. SMI makes no representation that materials or services at this Site are appropriate or available for use outside Canada, and access to them from territories where their contents are illegal is prohibited. You may not use or export or re-export the materials or services at this Site or any copy or adaptation in violation of any applicable laws or regulations. If you choose to access this Site from outside Canada, you do so on your own initiative and are responsible for compliance with applicable local laws. These Terms of Use will be governed by and construed in accordance with the laws of Canada, without giving effect to any principles of conflicts of laws. Without limiting the foregoing, you irrevocably and unconditionally: (a) agree that any suit, action, or other legal proceeding arising out of your use of this Site including any transaction conducted on or through this Site must be brought in a court of record of Vaughan, Canada; (b) consent to the jurisdiction of the courts of Ontario, Canada, in any such suit, action, or proceeding; (c) waive any objection which you may have to the laying of the venue of any such suit, action or proceeding in any of such courts; (d) waive any right that you may have to assert the defence of forum non-conveniens in any such suit, action or proceeding; and (e) to the extent allowed by applicable law, any claim or cause of action arising from or relating to your access or use of this Site must be brought within two (2) years from the date on which such claim or action arose or accrued.

Changes – SMI may revise these Terms of Use at any time by updating this posting. You should visit this page from time to time to review the then-current terms and conditions because they are binding on you. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages at this Site. Contacting us - We value your opinions. If you have comments or questions about our terms of use, please send them to SMI or write to us at the following address: info@suitelifevacations.com Rev. March 2010