CANYON RANCH LIVING MIAMI BEACH TERMS OF USE

1. WELCOME

Welcome and thank you for visiting the Canyon Ranch Living Miami Beach website (“Website”) and reviewing our Terms of Use. Canyon Ranch Management, LLC; CR License, LLC; and ZC Investments, LLC, hereinafter collectively referred to as Canyon Ranch, makes this Website, including all information, documents, catalogs, communications, files, text, graphics, and audio/visual files (collectively, the “Materials”) available for your use subject to the Terms of Use set forth in this document. It spells out what you can expect from us and what we expect from you.

2. TERMS OF USE, ACCEPTANCE OF TERMS OF USE, AND NON-TRANSFERABILITY

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING, USING, OR DOWNLOADING IN ANY WAY, WITHOUT LIMITATION, ANY MATERIALS FROM THIS WEBSITE OR MERELY BROWSING THIS WEBSITE, YOU AGREE TO AND ARE BOUND BY THESE TERMS OF USE.

Canyon Ranch reserves the right to change the Terms of Use at any time, without prior notice to any Website visitor (“User”). If Canyon Ranch makes material changes to the Terms of Use, we will post a notice on our home page, which will run for seven (7) consecutive days following the effective date of the modified Terms of Use. YOU ARE HEREBY ADVISED THAT YOUR CONTINUED USE OF OUR WEBSITE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS OF USE AND ANY SUBSEQUENT AMENDMENTS TO THESE TERMS OF USE. If you breach any of the Terms of Use, your authorization to use this Website automatically terminates, and any of the Materials downloaded or printed from this Website must be immediately destroyed. A User’s right to use this Website is NOT transferable.

3. INTELLECTUAL PROPERTY RIGHTS

A. COPYRIGHT INFORMATION AND PERSONAL AND NON-COMMERCIAL USE LIMITATION

All Materials and the compilation of all content included on this Website are owned or licensed by Canyon Ranch and protected by United States and international copyright laws. Copyright © 2003-2007. CR License, L.L.C. All Rights Reserved. Canyon Ranch does not claim ownership of Copyrights owned by third parties.

You have been granted a license to view and use the Website Materials subject to these Terms of Use. Unless otherwise specified, the Materials on this Website are for your personal and non-commercial use. You may not sell or modify Website Materials or reproduce, display publicly or otherwise use the Website Materials in any way for any public or commercial purpose. Permission to reprint or electronically reproduce any document or graphic, in whole or in part, for any other purpose is expressly prohibited without prior written consent from Canyon Ranch. Users may not provide copyrighted or other proprietary information to Canyon Ranch without permission from the owner of such material or rights. Users are solely responsible for obtaining such permission and for any damages resulting from unauthorized disclosures.

B. NOTICE AND PROCEDURE FOR MAKING CLAIMS UNDER THE DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE

The Digital Millennium Copyright Act (DMCA) provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you believe that your copyrighted work has been copied without your authorization and is available on this Website in a way that may constitute copyright infringement, you may provide notice of your claim to Canyon Ranch’s Designated Agent listed below. For your notice to be effective, it must include the following information:

(1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(2) A description of the copyrighted work that you claim has been infringed upon;
(3) A description of where the material that you claim is infringing is located on this Website;
(4) Information reasonably sufficient to permit the service provider to contact the complaining party, such as address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted;
(5) A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(6) A statement that the information in the notification is accurate and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Canyon Ranch’s Designated Agent is:

Jerry Cohen
8600 E. Rockcliff Rd.
Tucson, Arizona 85750
520.749.9655
520.749.0662
jcohen@canyonranch.com

The Designated Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Website. ALL OTHER INQUIRIES DIRECTED TO THE DESIGNATED AGENT WILL NOT BE ANSWERED.

C. TRADEMARKS

Canyon Ranch owns trademarks for its many goods and services, including without limitation , CANYON RANCH®, SPACLUB®, CANYON SEVEN®, LIFE ENHANCEMENT CENTER® and LIFE ENHANCEMENT PROGRAM®, LIVING ESSENTIALS®, OPTIMAL LIVING®, and THE POWER OF POSSIBILITY™. These and other Canyon Ranch graphics, logos and service marks are trademarks of Canyon Ranch and may not be used without prior written consent of Canyon Ranch. All other trademarks, product names, and company names and logos appearing on the Website are the property of their respective owners.

D. IDEAS AND INVENTIONS

All comments, feedback, suggestions, ideas, and other submissions (“Ideas”) disclosed, submitted, or offered to Canyon Ranch in connection with your use of this Website shall be the exclusive property of Canyon Ranch. User agrees that unless otherwise prohibited by law Canyon Ranch may use, sell, exploit and disclose the Ideas in any manner, without restriction and without compensation to User.

E. LINKING

If you have a website and wish to establish temporary or permanent links from your website to this Website, you must request and receive written permission from us.

4. PRIVACY AND PROTECTION OF PERSONAL INFORMATION

Canyon Ranch respects the privacy of visitors to our Website. Please see Canyon Ranch’s Privacy Policy http://canyonranchmiamibeach.com/privacy.html relating to the collection and use of your information. User acknowledges and agrees that this Privacy Policy, including but not limited to the manner in which Canyon Ranch collects, uses and discloses User’s personally identifiable information, is incorporated and made part of these Terms of Use. If User does not agree to each and every part of Canyon Ranch’s Privacy Policy, then User should not use this Website or submit or post any personally identifiable information on this site. Questions regarding privacy issues should be directed to Canyon Ranch’s Webmaster at btipling@canyonranch.com.

5. RESIDENCES AT CANYON RANCH

A. FLOOR PLANS

Plans and elevations are artist’s renderings and may contain options that are not standard on all models. All dimensions are approximate and subject to change, at Canyon Ranch and WSG Development’s discretion and should not be relied upon. Additionally, all fixtures and items of finish and decoration depicted are for display only and are not to be included with the unit. Consult the sales office for a description of those features which are to be included in the units.

B. ORAL REPRESENTATIONS

Oral representations cannot be relied upon as correctly stating the representations of the developer.

C. EQUAL HOUSING OPPORTUNITY

Canyon Ranch aspires to foster equal housing opportunity throughout the nation. We encourage and support an affirmative advertising and marketing program in which there are no barriers to obtaining housing.

D. PRICING

All prices are subject to change at any time without notice.

6. DISCLAIMERS AND LIMITATION OF LIABILITY

User expressly agrees that use of this Website is at User’s sole risk. Neither Canyon Ranch, nor its affiliates, nor any of their officers, directors, or employees, agents, third-party content providers, merchants, sponsors, licensors (collectively, “Providers”), or the like, warrant that websites affiliated with Canyon Ranch, including but not limited to this Website, will be uninterrupted, error-free, or free of viruses, worms, Trojan horses, keyboard loggers, spyware, adware, malware, harmful or malicious code, or other defects. The information, products and services published on this Website may contain inaccuracies or typographical errors. The Providers make no warranty as to the results that may be obtained from the use of Canyon Ranch’s Website or as to the accuracy, reliability, or currency of any information content, service, or merchandise provided through Canyon Ranch’s Website.

A. DISCLAIMER OF WARRANTIES

THIS WEBSITE IS PROVIDED BY CANYON RANCH ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, CANYON RANCH AND THE PROVIDERS DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED AND STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

CANYON RANCH AND THE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, SECURITY OF THE WEBSITE, THE AVAILABILITY OF ANY SERVICES OFFERED ON OR THROUGH THE WEBSITE, OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS, INCLUDED ON THIS WEBSITE. ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION A ND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK.

NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY CANYON RANCH NOR ITS AFFILIATES, NOR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PROVIDERS, OR THE LIKE, SHALL CREATE A WARRANTY OF ANY KIND; NOR SHALL USER RELY ON ANY SUCH INFORMATION OR ADVICE.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

If you are dissatisfied with any Website content or Materials, your sole and exclusive remedy is to discontinue your use of this Website.

B. LIMITATION OF LIABILITY

CANYON RANCH DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE WEBSITE OR ANY RELATED SERVICES. THE OPERATION OF THE WEBSITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE THE CONTROL OF CANYON RANCH.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CANYON RANCH AND THE PROVIDERS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF OR INABILITY TO USE THIS WEBSITE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF CANYON RANCH OR ITS PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

THE LIMITATIONS OF THIS PARAGRAPH SHALL APPLY NOTWITHSTANDING ANY RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM THIS WEBSITE OR OTHER CANYON RANCH WEBSITES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES OR OTHER MALICIOUS CODE, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO CANYON RANCH’S RECORDS, PROGRAMS, OR SERVICES, AND WHETHER OR NOT CANYON RANCH AND/OR ANY OTHER PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER HEREBY ACKNOWLEDGES THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND GOODS AND/OR SERVICES AVAILABLE THROUGH THE WEBSITE.

SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE CANYON RANCH SERVICES, FROM INABILITY TO USE THE CANYON RANCH GOODS AND/OR SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE CANYON RANCH GOODS AND/OR SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

If you are dissatisfied with any Website content or Materials, your sole and exclusive remedy is to discontinue your use of this Website.

7. ONLINE CONDUCT

The User agrees to use the Website only for lawful purposes. Unacceptable uses of the Website include without limitation: (i) engaging in any illegal activity or the planning of any illegal activity; (ii) disseminating or transmitting statements or material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (iii) creating, disseminating or transmitting files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret, publicity or other intellectual property rights of any person; (iv) creating a false identity or otherwise attempting to mislead any person as to the identity or origin of any communication; (v) exporting, re-exporting or permitting the downloading of any message, software or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (vi) interfering, disrupting or attempting to gain unauthorized access to other accounts on the Website or any other computer network; (vii) disseminating or transmitting viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots or any other malicious or invasive code or program; or (viii) engaging in any other activity deemed by Canyon Ranch to be in conflict with the spirit or intent of this Website.

8. TERMINATION

These Terms of Use are effective until terminated by either party. You may terminate these terms at any time by discontinuing use of the Website and destroying all Materials obtained from this Website and all copies thereof, whether made under these Terms of Use or otherwise. Your access to the Website may be terminated immediately without notice from Canyon Ranch if in our sole discretion you fail to comply with any term or provision of these Terms of Use. Upon termination, you must cease use of the Website and destroy all Materials obtained from this Website and all copies thereof, whether made under these Terms of Use or otherwise.

9. INTERNATIONAL USERS

The Website can be accessed from locations around the world. Canyon Ranch makes no representations that this Website or the Materials available through it are appropriate for use at other locations outside the United States. Access to this Website from locations where this Website or any of its Materials are illegal is prohibited. If you access this Website from a location outside the United States, you are responsible for compliance with all local and/or international laws.

10. SECURITY

Canyon Ranch reserves the right to monitor all network traffic to this Website to identify and/or block unauthorized attempts or intrusions to upload or change information or cause damage to this Website in any fashion. Anyone using this Website expressly consents to such monitoring.

11. APPLICABLE LAW/JURISDICTION

This Website is hosted by Canyon Ranch in the State of Arizona. As such, by visiting Canyon Ranch’s Website, even if accessed from a location outside the United States, you agree that the laws of the State of Arizona will govern these disclaimers, terms of use, without giving effect to any principles of conflicts of laws. Canyon Ranch reserves the right to make changes to its Website and these disclaimers, terms of use, and privacy statement at any time. User hereby irrevocably and unconditionally consents to jurisdiction in the State of Arizona.

12. WAIVER/SEVERABILITY

The failure of Canyon Ranch to require or enforce strict performance by User of any provision of these Terms of Use or to exercise any right under them shall not be construed as a waiver or relinquishment of Canyon Ranch’s right to assert or rely upon any such provision or right in that or any other instance.

The provisions of these Terms of Use are intended to be severable. If for any reason any provision of these Terms of Use shall be held invalid or unenforceable in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner and without affecting the remaining provisions hereof, which shall continue to be in full force and effect.

13. STATUTE OF LIMITATIONS

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website, Terms of Use, or Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

14. ENTIRE AGREEMENT

These Terms of Use constitute the entire agreement between the User and Canyon Ranch with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Use or Privacy Policy will be effective only if in writing and signed by Canyon Ranch.

THE SECTION TITLES IN THE TERMS OF USE ARE FOR CONVENIENCE ONLY AND HAVE NO LEGAL OR CONTRACTUAL EFFECT.

Date Last Modified: December 21, 2006

THESE TERMS OF USE MAY BE CHANGED AT ANY TIME,
WITHOUT PRIOR NOTICE TO ANY VISITOR