Excellencia
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By signing up you actively accept our Terms and Conditions. Please click on the box next to "I Agree" in order to continue with your sign up.

MEMBER AGREEMENT



This MEMBER AGREEMENT is made and entered into the date the Manifestation of Assent was made by and between Excellencia, LLC, a Nevada limited liability company ("Excellencia") and you, the Member.



In consideration of the covenants, representations and warranties set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1.1. Subject to the terms and conditions of this Agreement and only after Excellencia:
(a) accepts the Order, in Excellencia's sole and absolute discretion, and issues a Confirmation to Member (whether or not received by Member)
(b) Excellencia shall use Excellencia's reasonable efforts to procure the Accommodations; provided, however, that Excellencia makes no covenant, representation nor warranty as to the ability to obtain any specific Accommodations or Accommodations that have been previously assigned or purchased by a third Person
1.2. Subject to Section 2 (including, without limitation, the payment of any and all cancellation or change fees) and the cancellation or change policies of the respective Accommodation, Member may cancel or change any Order.
2.1. Member shall pay Excellencia the Fees upon Acceptance and authorizes Excellencia to charge the Fees to Member's credit card or other electronic payment method approved by Excellencia (in Excellencia's sole and absolute discretion) on or about the Acceptance Date (in Member's sole and absolute discretion.
2.2. Member shall be solely responsible for payment of all Taxes on any transactions set forth herein or undertaken by any Party pursuant hereto, including, without limitation, Taxes imposed by any Governmental Authority on the payment of the Fees, transactions associated with or arising out of any license of the Licensed Intellectual Property or the provision of the Services.
2.3. Member hereby covenants, represents and warrants as of the Effective Date and throughout the Term, the following:
3.1. Member is at least twenty-one (21) years old and has the authority to enter into this Agreement.
3.2. Member shall comply with any modifications, additions and deletions of this Agreement made by Excellencia from time to time (in Excellencia's sole and absolute discretion) without requirement of notice by Excellencia, including, without limitation, a limitation or revocation of all or part of the licenses granted and the services offered by Excellencia.
3.3. Member owns or has a right to submit all the Member Content (including, without limitation, all credit card Content) and such Member Content has not nor shall not violate any Laws, including, without limitation, any misappropriation, privacy, defamatory or obscenity Laws.
3.4 Member is and shall remain compliant with all Laws.
3.5. Member shall use Member's best efforts to cooperate with Excellencia in association with the provisions of this Agreement including, without limitation, facilitating any Development, installation, integration, testing and configuration of the Licensed Intellectual Property.
3.6. Member shall not view, print, copy or distribute Website Content for any purpose outside the limited scope of the Non-Commercial Purposes without express written consent of Excellencia, such consent granted in Excellencia's sole and absolute discretion.
3.7. Member shall not charge any Person any amount to:
(a) execute the Website Software or
(b) view, print, copy or distribute the Website Content.
3.8. Member shall not utilize framing technology to enclose any Website Content without express written consent of Excellencia, such consent granted in Excellencia's sole and absolute discretion.
3.9. Member shall not use any meta tags or other Content utilizing Excellencia Intellectual Property, without the express written consent of Excellencia, such consent granted in Excellencia's sole and absolute discretion.
3.10. Member shall not use any embodiment of Licensed Intellectual Property in any Media whatsoever, unless such embodiment bears and displays the copyright, service mark and trademark notices as designated (from time to time) by Excellencia.
3.11. Member shall never Encumber, nor authorize nor enable any Person to Encumber, the Excellencia Intellectual Property or any portion thereof.
3.12. Member's creation of or use of any hyperlink to Excellencia Website shall not violate any Laws or portray Excellencia, Excellencia's affiliates, Excellencia's products or services in a false, derogatory, misleading, or otherwise offensive manner.
4.1. Excellencia may, in Excellencia's sole discretion, modify any and all of the Website Content without notice at any time.
4.2. All licenses not expressly granted to Member pursuant to this Agreement are reserved by Excellencia. Member shall not acquire any right, title or interest in and to the Licensed Intellectual Property. Member shall not contest the right, title or interest of Excellencia in and to the Licensed Intellectual Property or the validity of the license granted by Excellencia to Member pursuant to this Agreement. Member shall not at any time apply for any registration of any Intellectual Property which would affect the right, title or interest of Excellencia in and to the Licensed Intellectual Property nor shall Member file any document with any Governmental Authority or take any action which would impact any such right, title or interest in and to the Licensed Intellectual Property or assist any other Person with such action or document.
4.3. All right, title and interest in and to the Licensed Intellectual Property, including, without limitation, the Intellectual Property in the Licensed Intellectual Property, exclusively vests in and shall always vest with Excellencia or its respective designees.
4.4. Member shall promptly notify Excellencia of any unauthorized Exploitation of Excellencia Intellectual Property by third Persons that come to Member's attention. Excellencia shall have the right, exercisable at Excellencia's sole discretion, to institute and control all Claims against third Persons relating to Excellencia Intellectual Property
4.5. To the extent Member is deemed an owner of any Intellectual Property in the Licensed Intellectual Property or any other Intellectual Property which Excellencia has Developed or otherwise has a bona fide claim of ownership (whether arising from this Agreement or otherwise), Member hereby assigns any and all such Intellectual Property to Excellencia and shall execute and undertake all documents and all actions necessary to effect the clarification of ownership of all such Intellectual Property in and to Excellencia and to permit Excellencia to apply for registration of such Intellectual Property and/or issuances of patents, as well as maintain any registrations or issuances granted.
4.6. Excellencia retains the right to preclude Member's use of any portion of the Licensed Intellectual Property that is determined to infringe a third Person's Intellectual Property or that is the subject of a prohibition of use by any Governmental Authority. If a Prohibition Event occurs and such preclusion follows, then Excellencia shall use reasonable efforts to provide a substitute to the affected Licensed Intellectual Property for Member's use consistent with the provisions of this Agreement.
4.7. Subject to Section 8, Excellencia retains the right to revoke the license granted in this Agreement for any or no reason.
5 License:

Subject to the terms and conditions of this Agreement, Excellencia hereby grants Member a personal, limited, revocable, non-transferable, non-assignable (except as set forth in Section 12), non-exclusive license to:
(a) execute the executable code of the Website Software only through the Domain Name only to make legitimate reservations and/or purchases,
(b) view, print, copy and distribute Website Content only for Non-Commercial Purposes, and
(c) create a hyperlink to the Excellencia Website.
6 Disclaimer of all Warranties and Representations:

THE LICENSED INTELLECTUAL PROPERTY IS PROVIDED “AS IS.” EXCELLENCIA DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS, WHETHER OR NOT IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE LICENSED INTELLECTUAL PROPERTY OR ANY OF THE TRANSACTIONS REASONABLY CONTEMPLATED BY THE PARTIES HERETO PURSUANT TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES (some jurisdictions do not allow the exclusion of implied warranties, so this exclusion may not apply to you) OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT EXCELLENCIA KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE, IN FACT, AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOMER USAGE IN THE TRADE OR BY COURSE OF DEALING.
7 Remedy:

EXCELLENCIA SHALL NOT BE HELD LIABLE TO ANY PARTY ON ACCOUNT OF OR DUE TO BREACH OF THIS AGREEMENT IN OR FOR ANY AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE LESSER OF: (A) ANY FEES RECEIVED BY EXCELLENCIA FROM MEMBER WITHIN THE PRIOR SIX (6) MONTHS AND (B) ONE HUNDRED DOLLARS ($100) AND EXCELLENCIA SHALL NOT BE LIABLE TO MEMBER (NOR TO ANY PERSON CLAIMING ANY RIGHT, TITLE OR INTEREST DERIVED FROM OR AS SUCCESSOR TO THE MEMBER'S RIGHT, TITLE AND INTEREST) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF CONTENT ARISING OUT OF THIS AGREEMENT, IRRESPECTIVE OF WHETHER THE PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGE.
8 Termination:

In addition to any and all other remedies available to Excellencia pursuant to this Agreement, Excellencia shall have the right to immediately terminate this Agreement for any or no reason, with or without notice.
8.2. On termination of this Agreement, Member shall immediately cease any further use of Licensed Intellectual Property.
9 Indemnification:

Notwithstanding any other provision of this Agreement, Member shall indemnify and hold Excellencia and its Representatives harmless from and against any Losses incurred by any of the Indemnified Parties with respect to, arising from or out of any Claim that relates to or arises out of any act or omission of Member, including, without limitation, the misuse of the Licensed Intellectual Property or breach of this Agreement.
10 Confidentiality:

Member shall not, in any manner, directly or indirectly, disclose, in whole or in part, any Confidential Information (during the Term and for two (2) years thereafter) to any Person (except Authorized Persons) or Excellencia Trade Secrets (in perpetuity) to any Person (except for Authorized Persons).
11 Arbitration:

All disputes among the Parties shall be resolved in accordance with the Arbitration provisions set forth in Schedule 2.)
12 Assignment:

This Agreement is personal to Member, and Member shall not assign or have assumed this Agreement to and by, respectively, third Persons.
13 General Provisions:

Member acknowledges that Member's failure to cease further use of Licensed Intellectual Property upon termination of this Agreement or any violation by Member of Member's covenants in this Agreement relating to Excellencia Intellectual Property would result in damage that is largely intangible, but nonetheless real, and that is incapable of complete remedy by an award of damages. Accordingly, any such violation shall give Excellencia the right to a court-ordered temporary restraining order and injunction (both preliminary and permanent) without any requirement to post bond and/or other appropriate order to specifically enforce those covenants.
13.2. The provisions herein concerning Intellectual Property will be construed as independent of any other provision hereof and raising a defense to an obligation of the Member in this Agreement related to Intellectual Property shall not impair the on-going duty of Member to perform in accordance with its own obligations pursuant to this Agreement.
13.3. Member shall not use Excellencia's name, service marks, trade dress or trademarks. Member agrees that in utilizing the Licensed Intellectual Property, Member will in no way represent that Member has any right, title or interest in or to the Licensed Intellectual Property.
13.4. If any provision of this Agreement should be held to be void or unenforceable, in whole or in part, by a court of competent jurisdiction, then such court shall correct the defect in a narrowly tailored manner to approximate the manifest intent of the Parties.
13.5. Sections 2, 3, 4, 5, 7, 9, 10, 11 and 13 shall survive any termination of this Agreement.
13.6. This Agreement represents the entire understanding between Excellencia and Member with respect to the Licensed Intellectual Property.
13.7. Excellencia may provide any notice by posting to the Excellencia Website, mail, electronic mail or facsimile transmission (in Excellencia's sole and absolute discretion) and such notice shall satisfy any legal requirement that communications be in writing.
13.8. This Agreement may be changed, waived, discharged or terminated by
(a) Excellencia with or without notice, or
(b) Member only by an instrument in writing, signed by an officer of Excellencia.
13.9. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and acceptable assigns.
13.10. The Parties acknowledge that each of them has reviewed this Agreement and has had the opportunity to have this Agreement reviewed by their attorneys and that any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, including amendments, Schedules or exhibits.
13.11. This Agreement shall be governed by and construed in accordance with the laws

of the State of Nevada. Member consents to personal jurisdiction, as well as venue for any Claim regarding or arising out of this Agreement in the appropriate state or federal court located in Clark County, Nevada.