Terms of Service

Welcome to Resort Gems! The following terms and conditions govern your use of the web sites, content, services of Resort Gems and its affiliates ("ResortGems.com", "Resort Gem", "ResortGem.com", “Resort Rentals By Owner”, “RRBO”, “RRBO.com” or “VacationView, Inc).

Your act of registering for or using ResortGems.com including but not limited to participating in a rental transaction as an "owner" or as a "renter" (as defined below), or any of our affiliated service signifies that you agree to the following terms and conditions (“Agreement” or “Terms”). You also agree that:

these terms have the same effect as an agreement in writing and
any disputes regarding ResortGems.com or these Terms will be resolved by binding arbitration (See Section 2(f) below).

You may not use ResortGems.com unless you agree to abide by these Terms.

In this Agreement, we use the following definitions:

“Owner” means any registered user (including you), who provides a rental listing for a vacation property on the Services or accepts a rental transaction;
“Listing(s)” means a vacation property listed for rent by you or any other user;
“Renter(s)” means qualified registered users who initiate a rental transaction on the Services.

About ResortGems.com.

PLEASE BE ADVISED THAT WE ARE NOT A PARTY TO ANY RENTAL TRANSACTION . We do not own nor can we contract for any vacation rental property listed on the Site. Instead, the Site acts as a venue to allow a property owner (“owner”) to offer for rent, in a variety of pricing formats, a specific vacation rental property to potential renters (each, a “ renter” and, collectively with an owner, the “ users ”). We facilitate the actual transaction between travelers and owners. As a result, the quality, safety or legality of the properties advertised, the truth or accuracy of the listings (including the content thereof or any property or guest book review), the ability of owners to rent vacation property or the ability of renters to pay for vacation rental properties are solely the responsibility of each user.

a. The Services. ResortGems.com is designed to provide users with online communities in which they can rent timeshares for vacation properties (“Vacation Property”). ResortGems.com is provided by VacationView, Inc. and its parent, successors, subsidiaries, affiliates and family of brands (collectively, “we” or “us”).

b. Change or Suspension of ResortGems.com. We may at any time modify or discontinue, temporarily or permanently, all or any feature of ResortGems.com with or without notice. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of ResortGems.com or any services under this Agreement, for any reason. We do not guarantee continuous, uninterrupted or secure access to our service. You agree that we shall not be responsible for any Vacation Property that fails to rent during an outage. As we will discuss below, you are solely responsible for confirming any rentals you make.

c. Regular Maintenance. ResortGems.com may be unavailable from 3am-6am Eastern time each morning while it is being updated and modified. During this time, ResortGems.com may be temporarily unavailable.

2. About this Agreement.

a. Agreement. This Agreement is a contract transacted electronically between you and us. These terms, along with any supplemental terms, FAQs, and policies (a) posted at registration, (b) posted on ResortGems.com or (c) posted at the time you rent a property or other transaction collectively govern your use of ResortGems.com. You may not use ResortGems.com unless you abide by this Agreement.

b. Supplemental terms. You acknowledge that you may need to agree to supplemental terms for certain rentals or transactions, including terms related to pricing, fees, locations, dates, times, usage restrictions, terms required by our vendors, and terms related to certain Vacation Property. You will have an opportunity to review and agree to those supplemental terms before you use such Services or conclude a rent or transactions. You also agree that use of certain Vacation Property will be subject to rules related to usage and check-in times.

c. By agreeing to these terms, you agree and consent to our collection, use and disclosure of personal information by us (including our affiliates) in accordance with our Privacy Policy [http://www.ResortGems.com.com/page/privacy_policy].

d. We may modify these Terms. We may modify this Agreement at any time in our discretion. If we change this Agreement, we will post a revised version of this Agreement at the “Terms of Service” link located at www.ResortGems.com.com. You agree that we may notify you of material changes to the Agreement by posting such notice on ResortGems.com or by sending you an e-mail. Your continued use of ResortGems.com after we post or provide notice of the changes will constitute your acceptance of the revised Agreement. If you do not agree with the terms of this Agreement or any revised version of this Agreement, you must discontinue your use of the Services before the changes take effect.

e. Governing Law; Arbitration. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Ohio, U.S.A., without regard to its provisions governing conflicts of law. Except for allegations that you have infringed or have threatened to infringe our intellectual property rights, you and we agree that any dispute or controversy between us, or arising under or concerning performance or breach of this Agreement, shall be settled by one arbitrator in binding arbitration, to be held in Columbus, Ohio, U.S.A., under the then-current rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court of competent jurisdiction. If we allege that you have infringed or threatened to infringe our intellectual property rights, then, in addition to any other rights and remedies we may have, we may seek any preliminary or permanent injunctive relief from any court of competent jurisdiction. For such actions, you consent to the exclusive personal jurisdiction and venue of the federal and state courts in and for Columbus, Franklin County, U.S.A.

PLEASE NOTE THAT BY AGREEING TO THESE TERMS OF USE, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE STATE OF OHIO OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE STATE OF OHIO FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.

3. Registration.

a. You will need to register with us in order to conduct rentals on Resort Gems. You will need to provide us with a name, phone number and valid email address to list a property for rent or request a rental, and we will send you a password which must be used when you access the account we will create for you that will be associated with your user ID. You are solely responsible for maintaining the security of your user ID and password and for all activity that occurs under your Account. You should not disclose your password to any other person.

b. Requirements. You must register in your own name, provide true, accurate and correct information to us, and keep such information up to date. You may only use ResortGems.com if you are able to form legally binding contracts, are over the age of 18, and are not temporarily or indefinitely suspended from ResortGems.com.

4. Transacting on ResortGems.com.

a. Process for Initiating a Transaction. Our Frequently Asked Questions (FAQ’s) located at [http://www.ResortGems.com.com/page/faq] describe the process that you must follow to conduct a rental transaction for a Vacation Property. You assume the responsibility of reviewing the FAQs carefully before becoming an Owner or Renter and the terms in the FAQs are binding on you.

b. Vacation Value. We offer a proprietary, automated tool to help you evaluate a Vacation Property (“Vacation Value”). Vacation Value summarizes data based on, but not limited to, prices, points, popularity, location, season, room type, etc. We provide the Vacation Value tool “AS IS.” We may change a Vacation Value for any Vacation Property at any time. PLEASE NOTE: We provide Vacation Value as a reference tool to assist our users in evaluating and comparing Vacation Properties and it is not based on any inspection conducted by ResortGems.com; however, YOU SHOULD NOT SOLELY RELY UPON THE VACATION VALUE TOOL TO MAKE A DECISION ON WHETHER TO RENT VACATION PROPERTY. You assume all risk in making the final decision on whether to proceed with a rental.

c. Listing a Rental. You must provide true, accurate and complete information requested by us about your Vacation Property that you desire to rent. You may only post content, including photographs, that you own or have a right to use. To list a rental, you will be prompted to provide your Vacation Property information, which information will include, but not be limited to, the timeshare resort or vacation rental property, date, room type, room view, and number of timeshare points if applicable. You agree that we may create a Listing in the ResortGems.com system for your Vacation Property. Additional registration information may be needed from you in order to qualify you as a Renter and to complete a transaction.

d. Updating Listings. We update ResortGems.com Listings not less than every four (4) hours. You understand and agree that a Vacation Property submitted for rent on ResortGems.com, may not be available until the next regularly scheduled site update, which may take up to 4 hours. ResortGems.com cannot guarantee that (a) all listings will be received by ResortGems.com due to circumstances beyond ResortGems.com’s control (e.g., Internet or network interruptions, or a disruption caused by your Internet service) or (b) that all listings will be available at all times or posted within any specified time period. The timing of listings or rentals may depend on volume or other variables. We recommend that you check ResortGems.com from time to time to make sure your listing is posted and accurate and advise us if there are any discrepancies.

e. Order Fulfillment. Upon the successful completion of a rental, the Owner is required to accept, and then provide a confirmation of a name change of their respective Vacation Property reservation, and is responsible for fulfilling the order with the exact Vacation Property that the Renter specified and listed on ResortGems.com. Renters must provide us with a payment method in the form of a valid credit or debit card that we accept in order to initiate and complete a rental of Vacation Property.

f. Confirming a Rental. You acknowledge and agree that each Owner will have the opportunity and the obligation to review and confirm a rental order for Vacation Property. By accepting a rental order you agree you will be covered by these Terms of Service. In order to create and provide a confirmation to each Renter, you authorize ResortGems.com to provide the names of the Renters when the order has been accepted and verified. Please note that no other information such as address or phone number is shared with other parties unless it is contained within your Vacation Property reservation confirmation. Each Owner must update their Vacation Property reservation to include the provided name of the renter on the reservation and send this information via email to us. We expect confirmations to be completed by each Owner within Forty-eight (48) hours. If the Owner in the order cannot send the confirmation of the Vacation Property reservation name change immediately upon confirming an order, this Owner must, when confirming the order, provide the date that they expect to be able to send the confirmation of the Vacation Property to ResortGems.com. If the expected confirmation date changes, it is the Owner’s responsibility to contact ResortGems.com in advance and provide a new expected confirmation date. In all cases, if this Owner does not confirm the Vacation Property on or before the expected confirmation date and a new confirmation date was not provided in advance to ResortGems.com, ResortGems.com reserves the right to cancel the order at any time and charge the Owner a late confirmation fee (as such fee is set forth in Section 5(c) below).

g. Completed order. We reserve the right, but we do not have a specific obligation, to verify the authenticity of each order and we may reject any order if we believe in our reasonable discretion that such order is inaccurate or misleading. You understand and agree that once we obtain acceptance, authorization, and reservation confirmation from the Owner for a specific transaction, we will notify the Renter of the transaction via email and/or telephone. PLEASE NOTE: Once we have notified the Renter of the rental transaction, the transaction is final, irrevocable (unless otherwise provided in this Agreement) and all fees are non-refundable.

h. No responsibility. We do not represent or act on behalf of either the Owner or the Renter, nor do we act as an intermediary between the prospective parties to a transaction. As a result, we have no control over the quality, safety, or legality of the properties posted, the truth or accuracy of the postings, the ability of the parties to rent a Vacation Property, or the ability of the parties to complete the purchase.

We are not legally responsible for any problems that arise between the two parties. We encourage you to take precautions to ensure your transactions are safe. We are not a leasing agency. If you rent a Vacation Property, it would be wise to verify the owner has the right to rent you the right to use the unit. We are not responsible or liable to you for any errors made by an Owner in the listing of Vacation Property. We make no representations or guarantees about the accuracy of any information provided in any Listing, information provided by any Owner or any comments posted on Vacation Property by other users. Your reliance on such information is at your sole risk. We reserve the right, but we have no obligation, to remove any postings on ResortGems.com for any reason, including without limitation, if we believe such posting violates these Terms, applicable law, or otherwise believe in our discretion that such posting should be removed.

i. US Operation. ResortGems.com is controlled and operated within the United States. You understand and agree that ResortGems.com (i) is not designed or customized for distribution for any specific country or jurisdiction (“Territory”); (ii) is not intended for distribution to, or use by, any person or entity in any Territory where such distribution or use would be contrary to local law or regulation; (iii) may not be appropriate or available for access or use in any particular Territory; and (iv) is provided without any content filtering or rating mechanism. You are solely responsible for compliance with local laws applicable to Your use of the Services.

5. Default Fees.

YOU AGREE TO THE FOLLOWING DEFAULT FEES IF YOU FAIL TO DELIVER A VACATION PROPERTY AS AN OWNER.

a. Inaccuracy Fee. An Owner shall pay an inaccuracy rental fee of Fifty Dollars (USD $50) and the cost incurred by the Renter to rescind or change Vacation Property if the Owner lists and accepts to proceed with a rental order and then is unable to produce the exact Vacation Property listed by the Owner.

b. Replacement Fee. An Owner shall pay a replacement rental fee if a Owner lists, accepts, and provides confirmation for a rental and then is unable to produce the exact Vacation Property listed by such Owner. The replacement fee will be equal to any costs that we incur to fulfill a Renter’s order under the terms of ResortGems.com’s Guarantee [http://www.ResortGems.com.com/page/guarantee], and will depend on how much it costs us to rent a comparable or better replacement Vacation Property for the Renter under ResortGems.com’s Guarantee. These charges may include, but are not limited to, cost of replacement a Vacation Property rental, coupons, and gift certificates, reprinting fees, express courier charges, and refunds to the Renter.

c. Late Confirmation Fee. An Owner shall pay a late confirmation fee of Fifty Dollars (USD $50) and the cost incurred by the Renter to rescind or change Vacation Property if the Owner lists and accepts to proceed with a rental order and then is unable to confirm a Rental within the deadlines set forth in Section 4(f) above.

6. Release.

You understand and agree that ResortGems.com serves as a marketplace only to allow users to interact regarding Vacation Property. We are not a sales or rental service. You understand and agree that the submission and confirmation of orders are transactions that occur between Owners and Renters only. The fulfillment of confirmed rental orders, including delivery and Vacation Property reservation confirmations, is the responsibility of the Owner. You release ResortGems.com and all affiliated companies, officers, directors, agents, parents, subsidiaries, legal representatives and employees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute that you may have with any Renter or Owner. You acknowledge that California Civil Code Section 1542 provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of California, you agree to waive California Civil Code Section 1542. If you are a resident of any other state or foreign country, you agree to waive in advance any similar laws of such other jurisdiction.

7. You Agree to Pay for Services and Fees.

a. Payment Method. We will bill you through the payment method that is associated with any fees, including our commissions for a rental. You agree to pay us for all charges incurred under your Account, including all applicable taxes, fees, and surcharges. You authorize us to charge your designated payment method for these charges and to retain information about the payment method associated with your Account. If we do not receive payment from your designated payment method, you agree to pay all amounts due upon demand by us.

b. No Renter’s credit or debit card is charged until the Owner has provided the reservation confirmation of the order. However, when any Renter initiates a rental order, you agree that this is a firm and binding order and you are responsible to complete this order if we obtain a confirmation from the Owner within 48 hours of your request. Once this confirmation is obtained from the Owner we will obtain an authorization from the Renter's credit or debit card. The authorization remains on the Renter's credit card until the rental order is completed or the order is cancelled. If an order is cancelled by the renter after an order has been submitted but prior to their credit card being charged for the full amount of the order, then the renter agrees to pay a cancellation fee of $50. Orders cannot be cancelled after their credit card has been charged and the order is completed. Although an authorization is not a charge, debit card issuers will place a hold on funds when we obtain an authorization. Please contact your financial institution to better understand their policies on such matters. In all cases, we are not responsible for any bank fees or other penalties resulting from authorizations and/or charges to a Renter’s credit or debit card when you place an order.

c. Making Adjustments. You authorize us to withhold payment or charge your payment method for any amount you owe us if (a) a rental is cancelled by you for any reason; (b) an adjustment is made under our ResortGems.com Guarantee; (c) we reasonably believe that you have committed fraud or other illegal act or omission during any buying or selling activity; (d) the inaccuracy, replacement, or late confirmation fees; (e) you are not able to produce the exact Vacation Property that you listed on ResortGems.com; (f) you deliver incorrect or misrepresented Vacation Property for any order or portion of an order, (g) you fail to provide a reservation confirmation for a Vacation Property by the expected confirmation date you provided without notifying ResortGems.com in advance or (h) you otherwise owe us a specific amount. If any of these things happen, we may also deduct from any amount we owe you the amount you owe us.

8. Bad Weather and Force Majeure.

a. Bad Weather. We make no guarantees and we are not responsible if your rental for any Vacation Property is affected by bad weather or other forces beyond our control or the control of any Owner.

b. Substituted Vacation Property Locations. ResortGems.com reserves the right, but has no obligation, to offer to its users a substitute Vacation Property with a comparable or better Vacation Property at the same requested timeshare resort or vacation rental property in the event the user is unable to obtain the Vacation Property of user’s choice. ResortGems.com reserves the right to determine what constitutes a “comparable” or “better” Vacation Property for substitution purposes.

9. Your relationship with us.

a. Grant of License. You grant us a perpetual, non-exclusive, transferable, worldwide, irrevocable, royalty-free right to exercise publicity, database, trademark and copyright rights, including the right to reproduce, modify, adapt, publish, make a compilation of, promote, syndicate and display on the Site and on the sites of our partners and affiliated companies, any content you may provide to ResortGems.com in connection with your use of ResortGems.com and its Services. You agree we may cross promote your Vacation Property on other sites. You agree that ResortGems.com shall be permitted to use your name or user ID, home city and other ancillary information (for example, the number of years you have been a ResortGems.com user) in connection with the content in conjunction with ResortGems.com's marketing, promotion and publicity efforts in any media known now or in the future.

b. Your responsibilities. You agree that you will:

Follow all applicable laws and regulations;
Abide by these Terms;
Protect your Account and keep the password for your Account secret;
Abide by all applicable laws and regulations; and
Agree not to disclose any personal information about yourself, including address and other personal contact information, on areas of ResortGems.com (i.e., forums, posting comments for others to see, etc.) that can be accessed by other users.

c. Regarding your Account and your use of ResortGems.com, you agree you shall not to:

Participate in, facilitate or further illegal activities;
Use ResortGems.com in a way that harms us or our customers, advertisers, affiliates, vendors, or anyone else;
Contact other ResortGems.com users directly;
Use information from ResortGems.com to solicit trades or rentals of the Vacation Property outside of ResortGems.com;
Send any e-mail or instant message or use any other communication tool to send any unsolicited bulk communication;
Use any automated process to access or use ResortGems.com, including but not limited to scripts, spiders, or BOTs;
Use any process, whether automated or manual, to capture data or content from ResortGems.com, including but not limited to screen-scraping;
Use ResortGems.com to damage, disable, impair, or otherwise attack our Services or the networks connected to the Services;
Interfere with anyone's use and enjoyment of the Services;
Violate the rights of others, including without limitation, violate the privacy, copyrights, or trademarks of others; or
Resell or redistribute any services offered through ResortGems.com.

d. When you rent a property using ResortGems.com, you are responsible to abide by the rules and regulations of the Vacation Property at which you are staying and are responsible for any damages you cause which Resort Gems will reimburse to the Owner. All confirmations are noted with the name of the Renter to check-in at the Vacation Property.

e. ResortGems.com is not responsible for damages or liability of any type that you may incur if you directly contact other ResortGems.com users outside the service or if you conduct a transaction outside of ResortGems.com.

10. Information.

You understand and agree that we may provide the name of a Renter and any information on your reservation confirmation to the Owner for the sole purpose of providing confirmation of the specifically rented Vacation Property. This information may not be used by you or any other Owner or Renter for any other purpose, either in connection with such confirmation(s) or separately from such confirmation(s). If you are a Owner, you agree not to include in your confirmation to the Renter any promotional or other commercial material that is not provided or approved by ResortGems.com. This includes, without limitation, material that announces a website or invites the Renter to visit a website other than ResortGems.com, catalogs, business cards, business reply cards, bookmarks, coupons, flyers, solicitations or other marketing or advertising material. You agree not to separately contact the Renter at any time for any reason.

11. Violations.

a. Investigations. We may investigate complaints and violations of our policies. You agree to cooperate fully with such investigations, including without limitation, providing us specific information regarding your right to a Vacation Property, the source of a Vacation Property, your acquisition of a Vacation Property, and the price you paid for a Vacation Property.

b. Violations, Termination and Suspension. We may take any action that we deem appropriate in our sole discretion (including without limitation issuing a warning, suspending or terminating service, denying access, removing a listing or recommending you edit a listing) if: (a) you breach this Agreement; (b) you are unwilling to cooperate with our investigation of a complaint or reported violation; (c) we are unable to verify or authenticate any information you provide; or (d) we believe your conduct may cause legal liability for you, for other users, or for ResortGems.com. You agree that any payments that may be owed to your Account for rentals made through ResortGems.com may be suspended or delayed pending our investigation. ResortGems.com may set off any amounts that may be owed to your Account if we have a good faith basis to believe such rentals were unlawful or otherwise made in material violation of this agreement.

c. Disclosure of Information. You agree that ResortGems.com may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other relevant third parties. ResortGems.com will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

12. Your warranties to us.

a. Accurate Descriptions. For all Vacation Properties you list as the Owner, you warrant that your descriptions of such Vacation Properties are accurate, truthful and complete. If you, at any time, deliver invalid, fraudulent, or misrepresented Vacation Property, we may cancel the order and hold you liable for any and all inaccuracy rental fees as described in Section 5 above.

b. Additional Warranties. You represent and warrant that (a) any information you provide to us, to other users, or to visitors is not false, inaccurate, misleading, obscene or defamatory, (b) any information you provide does not violate the rights of others or violates application law; (c) you will abide by all terms of this Agreement, (d) you will comply with all applicable laws regarding your use of ResortGems.com and all transactions your perform on ResortGems.com; (e) you are the bona fide holder of the rights in the Vacation Property you offer as a Rental or for any Listing; (f) you will not violate the rights of others when you list, offer or rent Vacation Property; and (g) you are legally competent to enter into this Agreement and to engage in any transaction through ResortGems.com.

c. Indemnity. You agree to indemnify and hold us and (if applicable) any parent, subsidiaries, affiliates, officers, directors, attorneys, agents and employees, harmless against any claim or demand and all liabilities, costs and expenses (including reasonable attorneys' fees) incurred by us and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents, attorneys and employees that arise out of any claim asserted by a third party that involves, relates to or concerns any of your actions or omissions on ResortGems.com, including but not limited to your breach of this Agreement, or your violation of any law or the rights of a third party.

13. Limited Warranty.

a. Limited Warranty. We offer the ResortGems.com Guarantee [http://www.ResortGems.com.com/page/guarantee] for any claim that a Renter may have with a Vacation Property rented and confirmed through ResortGems.com. You agree that the ResortGems.com Guarantee is your sole and exclusive remedy for any dispute, claim or dissatisfaction you may have with the Vacation Property you rented on ResortGems.com.

b. No Warranty. Except for the express terms stated in the ResortGems.com Guarantee, we provide ResortGems.com on an "as is" basis and "as available" basis without any warranties of any kind, whether express or implied. We make no warranties with respect to ResortGems.com, any information provided on ResortGems.com or any Vacation Property, including without limitation any warranties of merchantability, title, accuracy, non-infringement of third party rights or fitness for a particular purpose. This warranty disclaimer affects your legal rights, and you may also have other rights that vary from jurisdiction to jurisdiction. Some jurisdictions do not allow exclusions of implied warranties or limitations on how long an implied warranty lasts, so the above exclusion may not apply to you.

14. Limitation of liability.

a. Waiver of Consequential Damages; Liability Limit. YOU EXPRESS AGREE THAT WE SHALL NOT BE LIABLE TO YOU FOR any lost profits or special, consequential, incidental, or exemplary damages (including without limitation indirect and special damages) that may result from the services or the site, or the suspension, termination or malfunction of the services or the site. ResortGems.com's liability to you or anyone else in any circumstance is limited to the total dollar amount of a Vacation Property and other Vacation Properties you rented via ResortGems.com in the 12 months prior to the action allegedly giving rise to liability. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusions or limitations may not apply to you.

b. Allocation of Risk. You acknowledge and agree that the foregoing disclaimers and limitations of liability represent bargained for allocations of risk, and that the pricing and other terms and conditions of this agreement reflect such allocations of risk.

c. Tax Indemnity. You agree that we are not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on your behalf. You shall indemnify and hold us and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys' fees) incurred by us that arise out of any third party or governmental claim that involves, relates to or concerns (i) any federal, state or county tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning the tax status of ResortGems.com.

15. We own the intellectual property rights to our Site and Service.

a. You acknowledge and agree that (i) our patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, "Intellectual Property") are and shall remain our sole property, and (ii) nothing in this agreement shall confer in you any right of ownership or license rights in our Intellectual Property. In addition, you shall not now or in the future contest the validity of ResortGems.com's Intellectual Property. All text, graphics, logos, buttons, icons, images, audio clips, and computer programs, are the property of ResortGems.com or its suppliers, and are protected by U.S. and international copyright, trademark and other laws. The compilation (meaning the collection, arrangement, and assembly) of all content on ResortGems.com is owned by us. Any unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or the content on the Site is strictly prohibited.

b. License. We grant you a limited, revocable, non-exclusive, personal, non-sublicensable and non-transferable right to access and use ResortGems.com subject to the terms of this Agreement and for the sole purpose of providing Listings and making rentals of Vacation Properties. You grant us an irrevocable right and license to copy, display, modify, redistribute, perform, post, share, and transmit any content and information you provide to us to rent a Vacation Property; provided however, we will not publicly display any payment information.

16. Additional terms.

a. No Agency. You and we are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement.

b. Our notices to you. You consent to receive required notices, terms and other information concerning ResortGems.com electronically, either by (a) e-mail, (b) by text messaging services (if you register for text messaging services with us), or (c) by posting such notice on the relevant web page or mobile page of ResortGems.com. You can withdraw consent by discontinuing your use of ResortGems.com. In the event you subscribe to any text messaging services from us, we will provide You with instructions on how You can discontinue receiving text messages from us. You must check your e-mail regularly for Notices from us. We will send important Notices about your Account, including any Notices concerning violations to your e-mail address provided by you at registration. All registrations, agreements, and terms will be completed electronically and will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.

You must have a personal computer, with Windows or Mac OS, with a modem connected to a communications source (telephone, wireless or broadband) to access Notices from us. You will need a printer attached to your personal computer to print any Notices. You can retrieve an electronic copy and a printable version of these terms by clicking on the “Terms of Service” link at www.ResortGems.com.com.

The delivery of any Notice from us is effective when sent by us, regardless of whether you read the communication or when you receive it.

You may withdraw your consent to receive notices electronically by calling or by sending a letter to ResortGems.com, Inc. 1266 Manning Parkway, Unit B., Powell, OH 43065. Your withdrawal of any consent to receive notices electronically shall apply effective on the date that we receive notice of your election and will not apply retroactively. However, if you choose to withdraw consent, we may terminate your Account and access to ResortGems.com.

c. Our Notices to you. Except as expressly stated otherwise, all notices to ResortGems.com shall be sent to the email addresses provided on the Site (e.g., support@resortgems.com ). Our mailing address is 1266 Manning Parkway, Unit B., Powell, OH 43065. Except as expressly stated otherwise, all notices to you shall be sent to the email address you provided to us during the registration process. Such notice shall be deemed given one business day after the email is sent.

d. Entire Agreement. These Terms supersede all representations, agreements and other communications regarding your Account. Only we can amend these Terms by posting the changes on the Services.

e. Severability. If any term of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, the term shall be considered to be stricken from this Agreement as if it had not been included from the beginning and the remainder of this Agreement enforced according to its terms.

f. No Rights Conferred on Third-Parties. You also agree that these Terms are not intended to confer, and do not confer, any rights or remedies upon any person except as otherwise provided in this Agreement.

g. Assignment. We may assign this contract at any time without notice to you. You may not assign this contact to anyone else.

h. Terms that Survive. You agree that Sections 2(f), 4(h), 6, 12-14, 15(a) and 16 shall survive the termination or expiration of this Agreement.

Last Updated: 20 June, 2011