Affiliate Membership Agreement – The Elite Alliance
The undersigned (each an “Affiliate Member”) desires to become an
Affiliate Member of the exchange program (“Exchange Program”)
offered by The Elite Alliance, LLC, a Texas limited liability company (“ Elite Alliance”) on the terms and conditions set forth in this
Membership Agreement (“Agreement”).
The following terms and definitions will be used throughout this Agreement:
Accepted Deposited Vacation A Deposited Vacation that has been accepted by an Affiliate Member.
Accepted Deposited Vacation Form A form that is completed by an Affiliate Member to accept a Deposited
Affiliate Member A person or entity that is a member of the Exchange Program under the
terms and conditions set forth herein.
Affiliate Membership An Affiliate Member’s membership in the Exchange Program that is either a
Tier One Affiliate Membership or a Tier Two Affiliate Membership, as the
case may be, and as more fully set forth herein.
Affiliate Membership Dues The fee which is charged to Affiliate Members for participation in the
Exchange Program, and which shall be due at the beginning of each Renewal
Deposited Vacation A vacation of three (3), four (4) or seven (7) consecutive nights or
otherwise deposited into the Exchange Program by Elite Alliance or a
or EC. A value established by Elite Alliance, in its sole discretion
assigned to a Deposited Vacation.
Exchange Fee A nonrefundable fee paid by an Affiliate Member to Elite Alliance upon
acceptance of a Deposited Vacation.
Host Residence A Residence at which Elite Alliance or a Traditional Member has deposited
Initiation Fee A nonrefundable, one-time fee paid by an Affiliate Member to Elite
Alliance upon the initial purchase of an Affiliate Membership. The fee is
currently $2,500, and may modified by Elite Alliance in its sole and
Residence The accommodation in a real estate development or resort property which
meets the quality standards set by Elite Alliance and is made available to
Affiliate Members through Deposited Vacations. Elite Alliance may choose to
either own or lease such accommodations in its sole and subjective
Traditional Member A person or entity that is a member of the Exchange Program by virtue of
owning a Residence. An Affiliate Member is not a Traditional Member.
Tier One Affiliate Membership An Affiliate Membership having a Term of eighteen (18) months and
Affiliate Membership Dues of Ten Thousand Dollars U.S. ($10,000), together
with the Initiation Fee (if any). Upon the purchase of a Tier One Affiliate
Membership, Elite Alliance shall allocate to Affiliate Member one hundred
(100) ECs for use during the Term.
Tier Two Affiliate Membership An Affiliate Membership having a Term of twenty-four (24) months and
Affiliate Membership Dues of Twenty Thousand U.S. Dollars ($20,000),
together with the Initiation Fee (if any). Upon the purchase of a Tier Two
Affiliate Membership, Elite Alliance shall allocate to Affiliate Member two
hundred and fifty (250) ECs for use during the Term.
Term The eighteen (18) or twenty-four (24) month period during which an
Affiliate Member may use the ECs allocated to him or her upon purchase of
an Affiliate Membership.
Visiting Affiliate Member An Affiliate Member staying at a Host Residence.
Purchase of Affiliate Membership Elite Alliance hereby sells to the undersigned, and undersigned
hereby purchases from Elite Alliance, a Tier One Affiliate
Membership/Tier Two Affiliate Membership.
Securing and Depositing a Vacation Upon the purchase by Affiliate Member of the Affiliate Membership
described herein, Elite Alliance shall submit Deposited Vacations,
via Elite Alliance leased or owned Residences to the Exchange
Program having an aggregate EC values that are at least equal to
the ECs which Elite Alliance has allocated to Affiliate Member by
virtue of purchasing an Affiliate Membership. Affiliate Member
shall have no obligation to submit Deposited Vacations in order to
receive the ECs allocated to his or her Affiliate Membership.
Accepting a Deposited Vacation Affiliate Member may accept a Deposited Vacation by submitting an
Accepted Deposited Vacation Form to Elite Alliance along with the
Exchange Fee, so long as the amount of ECs required for the
Deposited Vacation does not exceed the amount of ECs which
Affiliate Member has accrued. An Accepted Deposited Vacation shall
be confirmed upon Elite Alliance's approval of the Accepted
Deposited Vacation Form, in writing, and receipt of the Exchange
Fee. Affiliate Member’s ECs expire at the end of the Term of the
Exchange Fee The Exchange Fee is nonrefundable and is due upon submittal of an
Accepted Deposited Vacation Form. The current Exchange Fee is $395
- $795 (U.S. Dollars) per Accepted Deposited Vacation, depending on
the length of the Accepted Deposited Vacation. Exchange Fees must
be paid before an Accepted Deposited Vacation will be confirmed.
Exchange Fees may be changed or modified from time to time by Elite
Alliance, in its sole and subjective discretion, upon notice to the
Affiliate Membership Dues Affiliate Membership Dues are the nonrefundable fee charged to
Affiliate Members for participation in the Exchange Program. Upon
purchase of an Affiliate Membership, Affiliate Membership Dues will
be charged to the credit card indicated in the amount set forth
Cancellation of Accepted Deposited Vacations Affiliate Member may cancel an exchange by providing written
notice to Elite Alliance, but the Exchange Fee is nonrefundable. If
the cancellation is made more than 90 days prior to the vacation’s
arrival date, Affiliate Member is able to select an alternate
vacation from the Exchange Program’s available inventory within 7
days of cancelling or receive a refund of his or her Elite Credits.
Should Affiliate Member need to cancel some exchange less than 90
days prior to the vacation’s arrival date, that Affiliate Member
would forfeit the Elite Credits used for the exchange.
Optional Renewals The Affiliate Membership is valid for the Term described herein
(either 18 or 24 months). Affiliate Member may choose to renew the
Affiliate Membership, meaning that upon expiration of the current
Term Affiliate Member will continue his or her Affiliate Membership
through a new Term. In order to renew the Affiliate Membership,
Affiliate Member must provide written notice to Elite Alliance no
more than 30 days prior to the expiration of the current Term and
pay to Elite Alliance the Affiliate Membership Dues attributable to
the renewed Affiliate Membership. ECs which Affiliate Member does
not use during the current Term will roll over to the new Term,
upon renewal. All renewals are optional in the sole discretion of
Purchase of Additional ECs At any time during a Term, Affiliate Member may choose to
purchase additional ECs. In order to purchase additional ECs,
Affiliate Member must provide a written request to Elite Alliance
and pay to Elite Alliance the amount of $10,000 (U.S. Dollars) for
the purchase of 100 additional ECs and the amount of $20,000 (U.S.
Dollars) for the purchase of 250 additional ECs. Upon receipt of
the same, Elite Alliance shall promptly allocate the additional ECs
to Affiliate Member. Upon the expiration of the current Term
Affiliate Member will continue his or her Affiliate Membership
through a new Term equal to 18 months if 100 additional ECs were
purchased and 24 months if 250 additional ECs were purchased.
Additional ECs purchased by Affiliate Member and not used during
the current Term will roll over to the new Term, upon renewal. All
purchases of additional ECs are optional in the sole discretion of
Rules and Regulations of the Host Residence Visiting Affiliate Members occupying a Residence must adhere to
all applicable rules and regulations, including any published
sleeping capacity of the Residence.
No Guarantees Deposited Vacations are available for acceptance on a first come,
first served basis. Elite Alliance cannot guarantee the fulfillment
of any specific request for a specific Deposited Vacation and
cannot guarantee the timing, location or number of nights available
to Affiliate Members. Additionally, Elite Alliance does not
guarantee the continuation of any exchange services, privileges or
Non-Commercial Use Affiliate Members may only use the Host Residence for personal
and non-commercial purposes.
No Rental of Deposited Vacations Affiliate Members are prohibited from renting Accepted Deposited
Non-Transferability Participation in the Exchange Program is totally voluntary.
Affiliate Membership in the Exchange Program is non-transferable.
No Guests Accepted Deposited Vacations are issued in the name of the
Affiliate Member signing the Accepted Deposited Vacation Form. The
Host Residence may not be used by an unaccompanied guest or
any individual or entity other than the Affiliate Member(s) that
have signed the Accepted Deposited Vacation Form.
Responsibility of Affiliate Member for Host Residence Affiliate Member is responsible for his or her acts or those of
their accompanying guest or omissions, including any theft, abuse,
misuse, or loss or damage to the Host Residence.
Host Residence Fees Visiting Affiliate Members are responsible for any housekeeping
fees, utility surcharge fees, gratuity fees, transportation fees,
personal charges (e.g., telephone calls and meals) or any other
fees imposed on the Visiting Affiliate Member. Any fees charged for
the use of amenities are determined and levied by the Host
Residence, association or other governing entity. Should the
Visiting Affiliate Member desire to use such amenities, then any
fees related thereto are the responsibility of the Visiting
Affiliate Member and payable when required by the applicable Host
Residence, association or other governing entity. These fees vary
from Residence to Residence.
Cancellation of Accepted Deposited Vacations by Elite Alliance
Accepted Deposited Vacations may be cancelled by Elite Alliance
in the event that a Residence ceases to participate in the Exchange
Program, or otherwise becomes unavailable for use by Affiliate
Members. Upon such cancellation, Affiliate Member has the right to
accept a new Deposited Vacation.
Acknowledgements of Affiliate Member Affiliate Members acknowledge that:
Facilities, amenities and services vary by location, and
the Residences vary in size, decor and interior detail.
Elite Alliance is not liable for any damage, loss or theft
to the personal property of any Visiting Affiliate Member.
Elite Alliance is not engaged as an agent to any party nor
as a real estate broker or sales agent.
Elite Alliance is not liable for any personal or bodily
injury which may occur at any Residence.
Elite Alliance’s liability, if any, in connection with
participation in the Exchange Program is limited to the
highest Exchange Fee then in effect.
Affiliate Member represents and warrants that the persons
signing this Agreement have the legal capacity and are duly
authorized to do so. Affiliate Member represents and
warrants that Affiliate Member is not, and shall not
become, a person with whom Elite Alliance is restricted
from doing business with under the regulations of the
Department of Treasury Office of Foreign Asset Control.
Governing Law Except to the extent preempted by federal law, this Agreement
shall be exclusively governed by and construed in accordance with
the laws of Texas without regard to its choice of law rules.
Terms and Conditions of the Exchange Program Visiting Affiliate Members must adhere to all rules and
regulations of the Host Residence, as well as the terms and
conditions of the Exchange Program. Violations of such rules and
regulations or the Exchange Program’s terms and conditions may
result in (1) cancellation of Affiliate Member’s Accepted Deposited
Vacations without refund of any Exchange Fees paid or ECs for the
Deposited Vacation, or (2) termination of an Affiliate Membership
in the Exchange Program without further obligation of Elite
Indemnification Affiliate Member will indemnify, defend, and hold Elite Alliance
and its partners, officers, employees, parent companies and
affiliates (“Indemnitees”) harmless, from and against any
and all losses and expenses (including reasonable attorney’s fees
and expert witness fees) incurred by any Indemnitee for any claim,
action, suit, demand or other proceeding arising out of any
transaction contemplated by this Agreement (including but not
limited to any claim, action, suit, demand, or other proceeding for
personal injury, property damage, or otherwise which arises out of
the use of a Residence by Affiliate Member) or any act, error or
omissions of Affiliate Member or any party associated with
Affiliate Member, unless such loss or expense was caused solely by
the willful or intentional misconduct of an Indemnitee.
Amendment to Terms and Conditions The terms and conditions set forth herein, including, but not
limited to all applicable fees, may be changed from time to time by
Elite Alliance in its sole and subjective discretion. Affiliate
Members will be provided with written notice of any such changes.
Trademarks Elite Alliance is a trademark that may not be used without prior