GUIDELINES AND DISCLOSURE STATEMENT FOR THE TIMBERS RECIPROCITY PROGRAM 1.
Introduction
This Guidelines and Disclosure Statement for the Timbers Reciprocity Program governs the use of the Timbers Reciprocity Program by its Members. Persons using the Timbers Reciprocity Program, including the use of any Internet website maintained by the Company or any affiliate of the Company, shall comply with the Guidelines. Failure to comply with the Guidelines may result in the suspension and/or termination of a Person’s rights and privileges in the Timbers Reciprocity Program. 2.
Definitions
The following terms are applicable to all exchanges made under the Timbers Reciprocity Program. No governmental agency has approved or disapproved the merits of the exchange program. Affiliation Agreement means an agreement between the Company and the owners association or comparable entity or owners’ representative for a Timbers Collection destination or a property within a Timbers Collection destination, by which such destination becomes a Member Resort. Authorized Transfer means the transfer and assignment of a Member Account and the associated Resort Credits, Program Weeks, Reservation Confirmations, and other membership rights in the Timbers Reciprocity Program pursuant to Section 7.7 below. Category means each of the unique categories assigned from time to time to the Vacation Weeks at each Member Resort to facilitate equivalent exchanges, as further described in Section 4.2 below and on the Database. Company means Timbers Exchange, LLC, a Colorado limited liability company having its business address at 201 Main Street, Suite 202, Carbondale, Colorado 81623. Database means the electronic directory maintained by the Company or an affiliate of the Company describing the Member Resorts and the Categories applicable to Vacation Weeks at the Member Resorts, as the same may be modified from time to time by the Company. The Database is currently accessible at www.collectionmembers.com. Deposit Confirmation means a written or electronic acknowledgement by the Company that a Member’s deposit of a Vacation Week has been accepted by the Company and credited to the Member’s Account as a Program Week. Exchange Pool means the portion of the Database at which Members may view their Program Weeks and the Vacation Weeks then available for reservation at Member Resorts. DMWEST #14598678 v1
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Facilitation Fee means the fee owed by a Member once a Reservation Confirmation for a Vacation Week is issued as further described in Section 7.6 below. Guidelines means this Guidelines and Disclosure Statement, together with the documents and information incorporated by reference herein, including the Database, each Membership Application (as the same applies to such Member) and, where applicable, the Requirements for Residence Units. Home Resort means the Member Resort in which a Member holds an ownership interest. In the event a Member holds an ownership interest in more than one Member Resort, each such Member Resort will be considered the Home Resort for that Member with respect to the Vacation Weeks deposited by the Member from such Member Resort. Housekeeping Fee means the fee owed by a visiting Member to a Host Resort for housekeeping and cleaning services as further described in Section 7.6 below. Host Resort means a Member Resort to which a Member has been issued a Reservation Confirmation. Initiation Fee means the one-time fee associated with a Person’s Membership Application, as set forth in Section 7.6 below. The Initiation Fee is non-refundable and non-transferable. See also definitions of Authorized Transfer and Transfer Fee. Internal Exchange means the exchange of Program Weeks within one Member Resort by Members with an ownership interest in such Member Resort. Internal Exchange Pool means the portion of the Database at which a Member may view Program Weeks at such Member’s Home Resort then available for an Internal Exchange. Member means a Person who is an owner of an ownership interest at a Member Resort and who has been registered and accepted by the Company as a Member of the Timbers Reciprocity Program. If the Member is comprised of more than one individual or an entity, the Company will recognize the Primary Person as the Member. Primary Person means the one natural individual, who is fully authorized to act on behalf of the Member, and is (a) designated by the other co-owners holding the ownership interest at a Member Resort; or (b) designated by the corporate, partnership, trust, limited liability company or other entity owner of an ownership interest at a Member Resort. Upon registration as a Member, each co-owned or entity-owned Member shall give the Company written notice of the Primary Person, together with such supporting documentation of authorization as the Company may reasonably request. The notice of a Primary Person shall remain in effect for not less than one calendar year and shall continue until a subsequent notice is given. Member’s Account or Account means an account maintained by the Company for each Member setting out the number and Category of Program Week(s) issued to the Member in exchange for DMWEST #14598678 v1
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deposit of Vacation Week(s) into the Timbers Reciprocity Program. In the event a Member holds an ownership interest in more than one Member Resort or holds more than one ownership interest in the Member’s Home Resort, there shall be a single Member Account for such Member but the Company shall allocate Program Weeks, Resort Credits and Reservation Confirmations among such ownership interests at the Member’s written direction, or if no direction is given, in the Company’s discretion. The Company shall identify such allocations to the Member upon request by the Member. Member Resort means any Timbers Collection resort which has executed an Affiliation Agreement and been accepted by the Company into the Timbers Reciprocity Program, and includes all Home Resorts and Host Resorts. Membership Application means the written or electronic application or registration form completed by each Person who applies for a membership in the Timbers Reciprocity Program, and by which each such Person agrees to the provisions of the Guidelines. Person means an individual, partnership, corporation, limited liability company, trust, or other legally recognized entity, in each case holding title to an ownership interest in a Member Resort. Program Week(s) means the week or weeks credited to a Member upon the deposit of a Vacation Week from a Home Resort into the Timbers Reciprocity Program and which are used by a Member to complete the reservation of a Vacation Week at a Host Resort. Program Weeks are sometimes referred to as Credits or Resort Credits. Requirements for Residence Units means the requirements applicable to Members who are Residence Unit owners, as set forth in a separate “Requirements for Residence Units” form to be executed upon enrollment, and any other requirements published by the Company on the Database and as the same may be amended by the Company from time to time. Members in Residence Units will be responsible for paying a one-time Initiation Fee if they choose to opt-in to Exchange Program, further described in Section 7.6 below. Reservation Confirmation means the written or electronic confirmation issued by the Company to a Member on the completion of the reservation of a Vacation Week at a Host Resort. Residence Unit Owner means a Person who is the owner of a whole unit residence (as opposed to a fractional interest) at a Member Resort. Resort Credits means a Member’s use rights to Vacation Weeks at a Host Resort earned by the Member’s deposit of Vacation Weeks at the Member’s Home Resort. Resort Credits are sometimes referred to as Program Weeks. Resort Verification means a written or electronic acknowledgement from the manager of a Member Resort confirming that a Vacation Week is available for deposit by a Member into the Timbers Reciprocity Program, as further described in Section 5.3 below. DMWEST #14598678 v1
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Timbers Collection means the collection of resorts and services described at www.timberscollection.com from time to time, which includes the Timbers Reciprocity Program and the Timbers Collection Program. Timbers Reciprocity Program or TRP means the exchange program operated by the Company for the benefit of the Members in order to allow Members to exchange Vacation Weeks at Member Resorts. Transfer Fee means the fee owed by any Person in connection with an Authorized Transfer pursuant to Section 7.6 below. The Transfer Fee is non-refundable and non-transferable. Vacation Week means consecutive seven (7) night periods of usage at a unit in a Member Resort beginning and ending in accordance with the project documents of the Member Resort where applicable or, if none is applicable, then beginning and ending in accordance with the Guidelines. Guidelines for the Categories and types of Vacation Weeks at each Member Resort that will be accepted for deposit and offered to Members are generally identified in Section 4.2 below and are described in the Database. For Members holding fractional ownership interests in a Member Resort, space available and short notice time (and similar reservations) will not qualify. 3.
Participation
3.1
Enrollment
Enrollment into the Timbers Reciprocity Program is completely voluntary and at the discretion of each Member to join. If a Person completes a Membership Application, is accepted for membership in the Timbers Reciprocity Program and the Initiation Fee or Transfer Fee, as applicable, is paid or otherwise satisfied, then the Person may participate in the Timbers Reciprocity Program. Prospective Members who are Residence Unit Owners must also comply with and satisfy the Requirements for Residence Units (including execution of the separate Requirements for Residence Units form), in order to be eligible for membership in the Timbers Reciprocity Program. See also definitions of Authorized Transfer and Transfer Fee. 3.2
Term of Membership
Membership within the Timbers Reciprocity Program is valid through the length of ownership at the Home Resort. There is no financial obligation connected with Membership and participation to exchange is at will of the Member. 3.3
Participation
Enrollment and participation are at the discretion of the prospective Member. A Member may or may not choose to exchange a week at any time during his or her ownership while abiding by the deposit rule policy noted in Section 5.1 Depositing a Vacation Week below. DMWEST #14598678 v1
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3.4
Sale of Ownership Interest in Home Resort (a) Termination of Membership. A Member’s participation in the Timbers Reciprocity Program shall terminate and expire upon the transfer, sale or conveyance of such Member’s ownership interest in a Home Resort. In the event a Member is the owner of more than one ownership interest in a Home Resort or of ownership interests in more than one Member Resort, the rights and privileges (including any Reservation Confirmations, Program Weeks and unused Resort Credits) associated with any ownership interest(s) transferred, sold or conveyed shall, subject to the Authorized Transfer provisions set forth herein, terminate and expire without affecting such Member’s rights and privileges associated with such Member’s other ownership interest(s). (b) Disclosure to Transferee. Prior to any transfer, sale or conveyance of an ownership interest in a Home Resort, the transferring Member shall disclose to the intended transferee: (i) the existence of the TRP; (ii) the discount available through the Authorized Transfer provisions set forth in Section 7.6 below (i.e., a Transfer Fee rather than Initiation Fee); (iii) the Internet address of the Database, where the Guidelines are available for review; and (iv) the specific Vacation Weeks of the Member which are subject to Deposit Confirmations. In the event the Company has posted an approved form of Acknowledgment and Agreement Regarding Authorized Transfer (herein, the “Acknowledgment Form”), the Transferee shall use such Acknowledgment Form to satisfy this disclosure requirement. The Members are not authorized to, and shall not, make any representations or warranties on behalf of the Company. All transfers of a Member’s ownership interest in a Home Resort shall be subject to any outstanding Deposit Confirmations connected with such ownership interest. (c) Effect of Termination. In the event of a sale, transfer or conveyance of an ownership interest in a Home Resort that is not accompanied by an Authorized Transfer of the membership in TRP, a Person’s Member Account and membership in the TRP shall automatically terminate and such Person shall have no further rights to any Program Weeks, Resort Credits, or Reservation Confirmations. However, if a Member held more than one ownership interest in a Member Resort or in Member Resorts prior to such conveyance, the Member Account shall not terminate but rather only the rights to those Resort Credits, Program Weeks, and Reservation Confirmations allocated to the conveyed interest shall terminate.
3.5
Acknowledgement of Guidelines
Each Person, upon completion of a Membership Application, agrees to be bound by the Guidelines and by the terms and conditions of this Guidelines and Disclosure Statement (a copy of which is set forth on the Database), as amended by the Company from time to time. A DMWEST #14598678 v1
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Member’s privileges may be suspended or terminated for failure to follow the Guidelines, including the failure to pay fees as set forth below and in the Database. 3.6
Separate and Distinct
A Member’s participation in the Timbers Reciprocity Program is separate and distinct from such Person’s contract with the developer of the Home Resort or the seller of ownership interests in the Home Resort. The Home Resort owners association must maintain an Affiliation Agreement with the Company for the owners at such Home Resort to continue to participate as Members. 3.7
Relationship with the Company
By participating in the Timbers Reciprocity Program and depositing Vacation Weeks, the Member retains all title and responsibility for the deposited Vacation Week, yet all rights of use, occupancy, access and enjoyment of the deposited Vacation Week are subject to the Guidelines. A Member may not disturb the rights of the Company herein or the rights of use and occupancy by other Members with respect to any Vacation Week subject to a Reservation Confirmation. Further, each Member grants the Company a right to use, in its sole discretion (including without limitation for commercial, promotional, personal use, or return to Home Resort), any Vacation Week that is not subject to a Reservation Confirmation within twenty one (21) days prior to commencement of such Vacation Week. 4.
Member Resorts
4.1
Initial Evaluation
If the Company determines that there is a sufficient number of Persons at a Timbers Collection resort location who wish to become Members of the Timbers Reciprocity Program, and that the resort meets the quality standards under the Timbers Reciprocity Program, then the Company shall prepare and present a resort Affiliation Agreement to the owners association or comparable entity or owners’ representative for the resort or the applicable property or properties within the resort. If a satisfactory Affiliation Agreement is executed, the Company shall add such resort as a Member Resort and shall update the Database accordingly. 4.2
Calendars and Categories
As part of the Database, the Company shall maintain an electronic calendar for the Member Resorts, which shall identify the available Vacation Weeks at each Member Resort by date and by Category. The Company reserves the right to re-evaluate the weeks within each Category of all Member Resorts from time to time and to adjust the Categories based on the Company’s analysis of the demand by Members for occupancy in each Member Resort. The Company shall give the Members electronic notice of any adjustments to the Categories. Currently, the categories are Prime, Choice, and Select. Prime weeks may be traded for Vacation Weeks in any Category; Choice weeks may be traded for Choice or DMWEST #14598678 v1
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Select Vacation Weeks; Select weeks may be exchanged only for Select Vacation Weeks. No limitations on exchanges based on unit size or levels of occupancy are applied. 4.3
Database
The Company shall prepare and update the Database from time to time. The Database will contain a description of each Member Resort together with an identification of the dates corresponding to the Categories for each Member Resort. In addition to any updates provided under these Guidelines, Members shall also receive such documentation, if any, as is required under applicable law. 4.4
Property Standards and Affiliation Agreements
Each Member shall cause his or her Host Resort to maintain the resort accommodations to the standards established by the Company from time to time. If the Host Resort or a Member fails to maintain the resort accommodations to the standards established by the Company, then the Company may suspend the Member’s membership or decline to accept a deposit from the Member into the Timbers Reciprocity Program or both. Each Member acknowledges that such Member has had an opportunity to review the Affiliation Agreement for its Home Resort and each Member consents and agrees to the terms of such Affiliation Agreement. Any Affiliation Agreement may be terminated in accordance with its terms, and the property, which is subject to such Affiliation Agreement, shall no longer be a Member Resort, and the Database shall be updated accordingly and the provisions of Section 7.4 below shall apply. 5.
Making an Exchange
5.1
Depositing a Vacation Week
A Member must deposit a Vacation Week in the Exchange Pool or Internal Exchange Pool, as applicable, not less than sixty (60) days prior to the commencement date of the Vacation Week. If a Member has a Vacation Week available for exchange within sixty (60) days prior to commencement of such week, the Member may contact the Company’s member services department for assistance in arranging an informal direct exchange with another Member or other Person. The Member will not receive a Deposit Confirmation for such week and the Company does not provide any assurance that an informal exchange will be identified or completed. The Company reserves the right to limit the number of Vacation Weeks deposited from each Member Resort in order to match the supply of Vacation Weeks with the anticipated reservation demand. 5.2
Member Services
A Member may deposit a Vacation Week by contacting the Company’s member services department at (877) 877-4405 or trp@timbersresorts.com. The Database shall contain or link to DMWEST #14598678 v1
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the most current version of the Guidelines, the Exchange Pool calendar, and other appropriate Member communications. 5.3
Resort Verification
In order to deposit a Vacation Week, the Member’s Home Resort must have provided a Resort Verification confirming that the Member is in good standing at his or her Home Resort, is in compliance with all conditions of his or her Home Resort, and if the Member is not a Residence Unit Owner, has irrevocably reserved a Vacation Week. In addition, a Member must notify the manager or comparable representative at his or her Home Resort of the intended deposit. Members who are Residence Unit Owners must also comply with all Requirements for Residence Units before depositing a Vacation Week. 5.4
Deposit Confirmation
Upon receipt of the Resort Verification, the Company will issue a Deposit Confirmation and transfer Program Week(s) to the Member’s Account, which correspond to the Vacation Week(s) deposited into the Timbers Reciprocity Program and the applicable Category for each deposited Vacation Week. 5.5
Deposited Vacation Week
Once the Company has issued the Deposit Confirmation and transferred the Program Week(s) to a Member’s Account, all rights to use the Vacation Week(s) are immediately and irrevocably assigned to the Company and the Member can neither cancel the deposit nor withdraw the Vacation Week(s) from the Timbers Reciprocity Program; provided that the Company, in its discretion, may allow such a withdrawal upon payment of the Facilitation Fee. 5.6
Completing a Reservation
A Member may request a reservation for a Vacation Week at a Host Resort by completing an electronic reservation request and authorizing the Company to exchange a Program Week from the Member’s Account for the requested Vacation Week. The Member must not be in violation of the Guidelines at the time of the request and must have at least one sufficient unexpired Program Week for the requested Vacation Week. All exchanges are arranged on a space- available basis and no guarantee is made concerning any specific request. There are a number of factors which affect if and when a reservation request can be confirmed, including the Host Resort location requested, the number of days which have elapsed since the initial reservation request was placed, the number of days in advance of the arrival date that a Member deposited his or her Vacation Week and the Category corresponding to the Vacation Week deposited into the Timbers Reciprocity Program. Except with respect to Categories, such factors shall be applied uniformly among all DMWEST #14598678 v1
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Members regardless of their Home Resort. Once a Reservation Confirmation is issued, the Member’s Program Week is debited from his or her Member Account. 5.7
Reservation Service Charge
No fee to the Company is required to deposit a Vacation Week into the Timbers Reciprocity Program. A Facilitation Fee is, however, required to be paid once a Reservation Confirmation for a Vacation Week is issued. The amount of the Facilitation Fee shall be amended from time to time with a minimum of 30-days advance communication to Members. Members will also be required to pay any Housekeeping Fees (up to $600, depending on the Member Resort) or incidental expenses associated with satisfaction of the Requirements for Residence Units. 5.8
Expiry of Program Weeks
Program Weeks (i.e. Resort Credits) automatically expire if a Member has not exchanged the Program Weeks within two years of the Deposit Confirmation within the Member’s Account. Once the Program Weeks have expired, they are no longer available for use by a Member. An email notification will be sent out to all Members ninety (90) days prior to the expiry of his or her Program Weeks if the week has not been used. Additionally, prior to the expiry of his or her Program Weeks, the Member should contact the Company’s member services department for assistance in identifying various reservation opportunities and in preparing an acceptable reservation request. 5.9
Non-Reserved Weeks
Program Weeks (i.e. Resorts Credits) that are not reserved by another Member will stay in the Exchange Pool until 21 days prior to the commencement of that Week. Upon 21-days, the Company can use the week at its discretion including the return of such week to the Home Resort for fulfillment of short notice or space available. 6.0
Acknowledgement
Each Member who participates in the Timbers Reciprocity Program acknowledges that: (a) the Company has made all reasonable efforts to ensure that the information published in these Guidelines (and included in the Database) is accurate. The Member, however, acknowledges that the facilities and accommodations at Member Resorts, together with individual rooms, may vary in size, decor, and view and interior detail from the information contained in the Database; (b) the Company is not liable for any damage, loss or theft to personal property or for any personal or bodily injury which occurs at a Member Resort; the Company is not liable for any casualty, natural disaster, civil unrest, or other unforeseen circumstance which limits the Member’s ability to use or occupy a Host Resort; DMWEST #14598678 v1
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(c) Members agree to comply with all rules and regulations of the Host Resort; (d) Members may not use the Timbers Reciprocity Program for any commercial purpose, including rental or auction of reserved Vacation Weeks or deposit of reserved Vacation Weeks into other exchange or reciprocity programs; (e) Only Members, their families and accompanied guests may use or occupy a Host Resort for a Vacation Week. (f) a visiting Member is liable for the cost and expense of any maintenance, repair or replacement of any Host Resort facility, caused by the acts of the visiting Member or the visiting Member’s guests or family members, provided that such liability and obligation shall not be construed as a limitation on or as being in derogation of any provision of the governing documents of a Member Resort relating to liability of parties other than such visiting Member for the acts of occupants or users of such Resort; (g) a Member shall have the right to exchange Vacation Weeks with other Members holding ownership interests at such Member’s Home Resort through the Internal Exchange Pool, and that any Internal Exchanges by Members may affect the number and type of Vacation Weeks available within the Exchange Pool; (h) the exchange of Program Weeks for use of Vacations Weeks at Host Resorts is arranged on a space-available, first-come, first-served basis at such Host Resort and there can be no guarantee that a reservation request will be confirmed for the requested Vacation Week at the requested Host Resort; (i) all decisions of the Company concerning the interpretation of the Guidelines, including the Categories, or concerning the Database shall be final provided such decisions are made in good faith and in the reasonable discretion of the Company and applied uniformly among all Members; (j) a Members Account is not part of a Member’s ownership interest in such Member’s Home Resort and does not “run with the land” and therefore, a Member Account shall not transfer to successive purchasers of a Member’s ownership interest in the Member’s Home Resort, except as provided in Section 7.7 below; (k) the availability of the Timbers Reciprocity Program is not the primary reason for purchasing an ownership interest at a Member Resort; and (l) the Company is not responsible or liable for the Host Resort’s failure, due to its own acts or omissions, to honor a Member’s reservation confirmed in writing by the Host Resort. Such an event is governed by the Host Resort’s Resort Affiliation Agreement with the Company. In addition, the Company shall be excused from performance of any obligation under these Guidelines, including without limitation, providing accommodations at a DMWEST #14598678 v1
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Host Resort or any substitute accommodations, due to causes beyond the control of and without the fault or negligence of the Company. However, in all circumstances, the Company will endeavor to provide or to cause the Host Resort to provide comparable substitute accommodations but the Company makes no guarantee regarding same, and is not responsible for any damages or compensation resulting from the failure to provide substitute accommodations and the Member waives all claims against the Company in this regard. 7.
General
7.1
Interpretation. Applicable Law and Governing Jurisdiction
The terms and conditions of the Timbers Reciprocity Program shall be construed under the laws of Colorado. By executing a Membership Application, each Member consents to the exclusive subject matter and personal jurisdiction of Colorado. Any dispute arising out of or in connection with the Guidelines, including any question regarding his or her existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the American Arbitration Association in accordance with its rules (“AAA Rules”), which AAA Rules are deemed to be incorporated by reference into the Guidelines except to the extent that any such AAA Rules conflict or are inconsistent with any of the provisions of this Section in which case the provisions of this Section shall prevail. The place of the arbitration shall be held in Denver, Colorado. Each party waives any right which it may have to any substantive review of any arbitration awarded by the court of the jurisdiction in which the arbitration is conducted and agrees that the award of the arbitrators in any such arbitration proceedings shall be final and without any right of appeal. The arbitration award may be entered as a final judgment in the court of any jurisdiction in which such entry shall be recognized under applicable law. Each party involved in any arbitration proceeding pursuant to this Section shall pay its own expenses in connection therewith. 7.2
Additional Resort Opportunities
The Members acknowledge and agree that the Company may, on occasion, offer various resort real estate opportunities and services through electronic correspondence or direct mail programs and the Member consents to such electronic mail solicitation and direct mailings. 7.3
Amendments to Timbers Reciprocity Program
The Company reserves the right to change the Guidelines of the Timbers Reciprocity Program, including (without limitation) the Categories at Member Resorts, from time to time, upon written or electronic notice to the Members. In addition, the Company reserves the right to add or delete participating Member Resorts on an ongoing basis and amend the Database accordingly. Deletion of Member Resorts is subject to the provisions of Section 7.4 below. In addition to any updates provided under these Guidelines, Members shall also DMWEST #14598678 v1
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receive such documentation, if any, as is required under applicable law. 7.4
Termination
The Company may terminate the Timbers Reciprocity Program upon ninety (90) days’ prior written notice (which may be electronic notice) to the Members and compliance with the provisions regarding termination of each Affiliation Agreement. The Company may also, at its sole discretion, terminate the membership of a Member in the Timbers Reciprocity Program and refuse to accept further deposits of Vacation Weeks and reservation requests from such Member in the event of a violation of the Guidelines. In addition, the Company may terminate any Affiliation Agreement in accordance with its terms, in which case the property that is the subject of the Affiliation Agreement shall no longer be a Member Resort and the memberships of the Members for whom such property was the Home Resort shall terminate. Termination shall not affect any Reservation Confirmations issued prior to the effective date of such termination. All deposited Vacation Weeks that are not subject to a Deposit Confirmation as of the termination date shall automatically revert to the Persons who deposited such weeks and all corresponding Program Weeks shall automatically be cancelled, without fee or charge to the relevant Member(s). Any purported resignation from the Timbers Reciprocity Program by a Member shall not affect the Vacation Weeks deposited by such Person. The provisions of this Section 7.4 shall not apply to the termination of an individual membership in the event of a sale, conveyance or transfer of the Member’s interest in a Home Resort. Rather, such terminations are governed by Section 3.2 above. 7.5
Liability
The Company’s liability to any Member is limited to the then current Initiation Fee, if applicable, paid by the Member to the Company. In no case shall the Company be liable for special, consequential or punitive damages. 7.6
Fees
The membership and other fees set forth in the Database and/or in the Guidelines are in U.S. dollars. Fees charged by the Company may be amended at the Company’s sole discretion from time to time upon thirty (30) days’ notice (which may be electronically given) to the Members. Members are responsible for: (a) Initiation Fee. For accounting purposes, the assigned value of the TRP membership amount of the Initiation Fee is currently up to $35,000.00 per Member, depending on arrangements with different Member Resorts and subject to maximums imposed by applicable State laws. Initiation Fee means the one-time fee associated with a Person’s Membership Application. The Initiation Fee is non-refundable and non-transferable. In certain situations, the Initiation Fee may be decreased or waived completely at the discretion of the Company or may be paid by the developer of a Member’s Home Resort. DMWEST #14598678 v1
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(b) Facilitation Fee. The Facilitation Fee shall be paid by the reserving Member upon issuance of a Reservation Confirmation within the Timbers Reciprocity Program. This fee is currently $250, plus applicable taxes, if any, as may be amended in these Guidelines or as set forth in the Database. (c) Transfer Fee. If a Member sells, transfers or otherwise absolutely assigns his or her ownership interest in a Host Resort, the grantee or purchaser may only become a Member and succeed to the rights of the selling Member under the Timbers Reciprocity Program (including any Resort Credits in the Member’s Account and any unused Reservation Confirmations) upon: (i) compliance with the requirements of Section 7.7 below; and (ii) payment of a Transfer Fee (in lieu of the Initiation Fee). The amount of the Transfer Fee is currently up to $3,500 per Member, depending on arrangements with different Member Resorts and subject to maximums imposed by applicable State laws. In the event a new purchaser declines enrollment into the Timbers Reciprocity Program at the time of transfer, then upon later requests to enroll, the new purchaser will be responsible for payment of the full, one-time Initiation Fee. (d) Double Occupancy. If a Member sells, rents, assigns or otherwise transfers an ownership interest in a Host Resort to any third party affecting a Vacation Week subject to a Deposit Confirmation, the Member will be responsible for all liability, costs and expenses incurred by the Company in connection with the double occupancy of accommodations by the Member, including the cost of arranging alternate accommodation for the visiting Member and the legal fees of the Company. The Company also reserves the right to suspend membership privileges in these circumstances. (e) Taxes. Some jurisdictions have imposed a tax on the occupancy of resort accommodations and any bed tax, transit and occupancy tax or similar tax will be the responsibility of the Member using the Host Resort accommodations. Members are also responsible for paying any value added tax, goods and services tax or applicable sales tax charged by governmental authorities in connection with the Initiation Fee, the Facilitation Fee or the Transfer Fee. (f) Housekeeping Fees. Members are also responsible for a weekly Housekeeping Fee at the Host Resort. Fees charged by the Host Resort are determined and levied by each Host Resort’s Homeowners Association Board. The visiting Member is responsible for payment of those fees to the Host Resort upon departure. A Host Resort may request a visiting Member supply a credit or debit card upon check-in with pre-authorization to bill fees and other incidental charges to such card. Housekeeping Fees up to $600 per week (7 days) reservation, depending on the Member Resort as set forth in the Database. (g) Personal Charges. Members are also responsible for all personal charges, such as DMWEST #14598678 v1
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telephone calls, room service, spa services use fees, and other incidental charges at the Host Resort. Fees, if any, charged by the Host Resort for the use of amenities are determined and levied by the appropriate Person(s) each Member Resort and the visiting Member is responsible for payment of those fees upon departure. A Host Resort may request a visiting Member supply a credit or debit card upon check-in with preauthorization to bill use fees and other incidental charges to such card. (h) Assessments and Fees. Host Members will be responsible for paying all Home Resort assessments, common expenses, maintenance fees, dues and fees charged to owners generally, including any customary housekeeping charges associated with the Vacation Week which they have deposited into the Timbers Reciprocity Program. Visiting Members shall be responsible upon departure for any additional housekeeping, cleaning or service fees (or other personal charges as discussed above) incurred by the visiting Member at the Host Resort. 7.7
Transfer of Membership Rights (a) Authorized Transfer. Member Accounts, Resort Credits, Program Weeks and Reservation Confirmations are the personal rights of a Member and may not be further sold, assigned, transferred or exchanged to non-Members, unless such transfer is an Authorized Transfer pursuant to the Guidelines. The transfer of a Member Account and membership rights in the Timbers Reciprocity Program shall be deemed an “Authorized Transfer” only if such transfer satisfies the requirements of Section 7.7(b) below. (b) Requirements of Authorized Transfer. If a Member sells, transfers or otherwise absolutely assigns his or her ownership interest in a Host Resort, the grantee or purchaser may become a Member and succeed to the rights of the selling Member under the Timbers Reciprocity Program (including the Member’s Account and any Reservation Confirmations, Program Weeks, and Resort Credits in the Member’s Account) upon delivery of the following to the Company contemporaneously with the closing of the sale or transfer of the ownership interest in a Host Resort: (i) the standard Membership Application executed by Member’s grantee or purchaser, (ii) evidence acceptable to the Company that the requirements of Section 3.4(b) above have been satisfied; (iii) payment of all amounts then due to the Company by the transferring Member; (iv) evidence acceptable to the Company, in the Company’s sole discretion, that the selling Member has complied with the terms and conditions of these Guidelines, the Affiliation Agreement, any Acknowledgement Form, any Requirements of Residence Units, and the underlying project documents of the Home Resort, including without limitation, terms and conditions related to resales, brand trademarks, and use of approved realtors or affiliated Timbers realtors; and (v) payment of the Transfer Fee (in lieu of payment of the Initiation Fee). In the event the transferring Member continues to hold an ownership interest in a Member Resort other than the ownership interest being conveyed, the
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Authorized Transfer shall result in the creation of a new Member Account for the transferee and only the Resort Credits, Program Weeks, and Reservation Confirmations allocated to the interest being conveyed will be assigned to the transferee. If the documents and payments described above are not delivered to the Company contemporaneously with the closing of the sale or transfer of an ownership interest in a Host Resort in accordance with this Section 7.7(b), the grantee or purchaser may only become a Member by enrolling in the Timbers Reciprocity Program as a new Member and shall have no rights to an existing or former Member’s Member Account, Resorts Credits, unused Reservation Confirmations or any other membership rights of the existing or former Member. The Company reserves the right to refuse any Membership Application, including any delivered in connection with a proposed Authorized Transfer. 7.8
Audit Information
Each year, the Company shall perform an audit for the preceding calendar year made in accordance with the standards of the Accounting Standards Board of the American Institute of Certified Public Accountants (the “Audit”). A copy of the most recent Audit is available to Members upon request to the Company. Each Audit will include the following information for the relevant year: (a) Number of Members enrolled in the TRP. (b) Number of Member Resorts in the TRP. (c) Percentage of confirmed exchanges, together with complete and accurate statement of the criteria used to determine whether an exchange request was properly applied for. (d) The number of Vacation Weeks for which the TRP has an outstanding obligation to provide an exchange to a Member who relinquished Vacation Weeks during a prior year for Vacation Weeks in a future year (in other words, number of banked use periods). (e) Number of exchanges confirmed by TRP during the year. (f) A statement to the effect that the percentage of confirmed exchanges is a summary of the exchange requests for the audit period and does not indicate the probability of confirmation of any specific choice or range of choices of sites/accommodations.
DMWEST #14598678 v1
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TIMBERS EXCHANGE, LLC – GENERAL INFORMATION Timbers Exchange, LLC is the operator of the Timbers Reciprocity Program. No government agency has approved the merits of the Timbers Reciprocity Program. Timbers Exchange, LLC is a Colorado limited liability company, with its principle office located at: 201 Main Street Suite 202 Carbondale, CO 81623 The obligations of Timbers Exchange, LLC, pursuant to this disclosure, may be performed by Timbers Exchange, LLC its authorized representatives, or designated licensees. The following are the corporate officers, directors and shareholders of Timbers Exchange, LLC: Sole Manager David Burden 201 Main Street Suite 202 Carbondale, CO 81623 Timbers Exchange, LLC provides the Timbers Reciprocity Program and other related services and benefits to Timbers Reciprocity Members. Neither Timbers Exchange, LLC, nor any of its officers or directors have any legal or beneficial interest in any developer, seller, managing entity, or vacation ownership plan participating in the Timbers Reciprocity Program. The parent company of Timbers Exchange, LLC owns managing entities of some, but not all, of properties participating in the Timbers Reciprocity Program, but Timbers Exchange, LLC does not have any direct legal or beneficial interest in such managing entities. Timbers Exchange, LLC is an independent exchange service company and is not owned, operated or controlled by a developer, seller or managing entity of the properties participating in the Timbers Reciprocity Program. Timbers Exchange, LLC will provide the Timbers Reciprocity Program for use by Timbers Reciprocity Members subject to the terms and conditions of the Timbers Exchange, LLC guidelines and affiliations agreements and the terms and conditions set forth in this Disclosure Guide. Timbers Exchange, LLC utilizes SalesForce to record all sales activity from the initiation of a lead to the closing sale. Upon closing, all Members are invited to register for their Timbers Collection account. Upon registration into the Timbers Collection, each new Member is recorded into SalesForce with a Timbers Collection Registration Date. All Members with a Registration Date are considered Enrolled Purchasers. Members with no Registration Date are not considered Enrolled Purchasers. A Purchaser who owns multiple ownership interests in the same property is counted once for each separate ownership interest. DMWEST #14598678 v1
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