Baha Mar (the “Resort”) is owned and under development by [Perfect Luck Assets (No. 4), Ltd.,] Baha Mar Nassau, One Baha Mar Boulevard, Nassau, The Bahamas (the “Developer”). Condominium residences, currently within two separate condominiums within Baha Mar (the “Residences”), are being offered for sale by the Developer. These condominiums are Lifestyle Residences and Hotel at Baha Mar and Luxury Residences and Hotel at Baha Mar. Such Residences will be offered throughout the world. The particular disclosures contained in these Terms of Use and Website Disclaimers, while applicable to all prospective buyers, include additional disclosures for the benefit of U.S residents, to ensure a mechanism for full and complete disclosure and as may be required by law.
PRIVACY
Your use of the Site is also governed by the Privacy Policy and Cookies Policy, which is incorporated by reference into these Terms of Use.
USE OF SITE IS “AS IS”
USE OF THE SITE IS PROVIDED “AS IS,” AS AN ACCOMMODATION, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN NO EVENT SHALL DEVELOPER BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WITH REGARD TO THE USE OF THE SITE, FOR ANY DEFICIENCY, ERROR OR INTERRUPTION IN THE OPERATION OF THE SITE, OR SUSPENSION OR TERMINATION OF THE OPERATION OF THE SITE OR YOUR ABILITY TO ACCESS AND USE THE SITE WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE EVEN IF DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES. YOU EXPRESSLY AGREE THAT ANY ACCESS AND USE OF THE SITE BY YOU IS AT YOUR SOLE RISK, RESPONSIBILITY AND LIABILITY.
OPERATION AND ACCESS OF SITE
Developer makes no representations or warranties regarding the availability of the Site at any given time, whether the use of the Site will be uninterrupted, or the continued operation of the Site. Developer, with or without notice, may suspend the operation of the Site for indefinite periods of time, terminate the operation of the Site at any time, and suspend or terminate your ability to access and use the Site at any time. Developer, with or without notice, may revise the features and functionality of the Site, and the instructions and guidelines regarding the access to and use of the Site, at any time. Developer, with or without notice, may at any time, revise the hardware, software and communication lines necessary to access and use the Site, and the IP number(s) or address(es) used for the Site. While Developer takes reasonable steps to prevent the introduction of viruses, worms, Trojan horses, time bombs, or other computer programming routines, features or operations to the Site that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, Developer does not guarantee or warrant that the Site or materials transmitted from the Site do not contain such computer programming routines, features or operations. You shall indemnify and hold Developer harmless from any damage, loss, expense, including without limitation attorneys’ fees and all costs of investigation, settlement and appeal, arising out of, resulting from, or relating to any failure by you to comply with these Terms. Developer is not responsible for any technical failures or problems that are beyond its control, or any results of any such failures or problems. By accessing this Site you agree to take reasonable precautions to avoid any imposition of viruses, worms, Trojan horses, time bombs, or other computer programming routines, features or operations to the Site that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. Any hacking or interference by you or others in the orderly and proper administration of this site will be prosecuted to the full extent of the law.
UNLAWFUL AND PROHIBITED USES
You agree not to use this Site, including but not limited to any materials or services that you may receive through your use of this Site: (a) in a manner that violates any local, state, federal, foreign, or international statute, regulation, rule, order, treaty, or other law or for any purpose that is prohibited by these terms, conditions, or notices; (b) to stalk, harass or harm another person or to interfere with any other party’s use and enjoyment of this Site; (c) to impersonate another person or entity or otherwise misrepresent your affiliation with a person or entity; or (d) to damage, disable, overburden, interfere or disrupt this Site or the servers or networks connected to this Site or any of Developer’s related websites. You further agree not to: (a) use any data mining, robots, or similar data gathering or extraction methods in connection with this Site or (b) attempt to gain unauthorized access to any portion of the Site or any other services, accounts, computer systems, or networks connected to this Site, whether through hacking, password mining, or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through this Site.
FRAUDULENT ACTIVITY
Developer reserves the right to bar use of the Site by any person engaging in fraudulent activity, attempting to deliberately damage the Site or conduct activities that are incompatible with these Terms. Additionally, Developer reserves the right to take appropriate administrative and/or legal action, including criminal prosecution, as it deems necessary in its sole discretion, and reserves the right to seek damages from any such person or persons to the fullest extent permitted by law.
OPT-OUT PROVISIONS
In the event you sign up for any delivery of information from Developer through your use of the Site, in addition to any opt-out information provided on such materials, you may ask to be eliminated from further contact by Developer by sending a request via Email to Residences@BahaMar.com with the subject line stating “Opt Out” and reasonable efforts will be undertaken promptly to remove you from any email or other mailing lists.
LINKS TO OTHER SITES
Developer is not responsible for the content of any off-site pages or any other sites linked to this Website. Linking to this Website, off-site pages or other sites is at your own risk.
SOCIAL MEDIA
Developer, its affiliates or agents, may from time to time operate pages on social media sites such as Facebook, Google+, Instagram, Twitter, YouTube and Pinterest. By accessing, viewing, and or interacting with Developer’s or its affiliates’ social media pages, you unconditionally accept and agree to abide by these Terms and the Terms of Service, Terms of Use, Privacy Policy, Community Guidelines and Privacy Guidelines (collectively “Social Media Terms of Use”) for Facebook, Google+, Instagram, Twitter, YouTube and Pinterest, respectively. Developer hereby expressly incorporates the Social Media Terms of Use into these Terms.
NOT AN OFFERING OF PROPERTY
For All Prospective Purchasers in the U.S. Intending to Sign a Contract to Purchase a Residence –
This is not intended as an offering of Residences or other property or memberships in any program. These materials do not constitute an offer to sell, or a solicitation of an offer to buy to residents of any jurisdiction where prior qualification is required unless the Developer has previously met such qualifications and no marketing or sales literature will be knowingly forwarded to or disseminated in such jurisdictions unless the Developer has met such qualifications. Offers may only be presented and/or accepted at the sales center for Baha Mar. Any offering or programs contained herein are void where prohibited by law.
For California Residents – WARNING: THE CALIFORNIA DEPARTMENT OF REAL ESTATE HAS NOT EXAMINED THIS OFFERING, INCLUDING, BUT NOT LIMITED TO, THE CONDITION OF TITLE, THE STATUS OF BLANKET LIENS ON THE PROJECT (IF ANY), ARRANGEMENTS TO ASSURE PROJECT COMPLETION, ESCROW PRACTICES, CONTROL OVER PROJECT MANAGEMENT, RACIALLY DISCRIMINATORY PRACTICES (IF ANY), TERMS, CONDITIONS, AND PRICE OF THE OFFER, CONTROL OVER ANNUAL ASSESSMENTS (IF ANY), OR THE AVAILABILITY OF WATER, SERVICES, UTILITIES, OR IMPROVEMENTS. IT MAY BE ADVISABLE FOR YOU TO CONSULT AN ATTORNEY OR OTHER KNOWLEDGEABLE PROFESSIONAL WHO IS FAMILIAR WITH REAL ESTATE AND DEVELOPMENT LAW IN THE COUNTRY WHERE THIS SUBDIVISION IS SITUATED.
For New York Residents– Developer and principals taking part in the public offering or sale of the Residences are not incorporated in, nor do they currently maintain an office within the State of New York. Unless the offering of any cooperative interests in real estate is otherwise qualified under applicable New York law as described below, the offering for sale of the Residences is neither made in the State of New York nor made to the residents of the State of New York. Until such time as all registration and filing requirements under the Martin Act and the Attorney General’s regulations are complied with; a written exemption is obtained pursuant to an application and such is granted pursuant to and in accordance with the Cooperative Policy Statements #1, #7, or #12; or a “No-Action” request is granted (i.e., the offering has been “qualified” under New York law), no offering for sale of the Residences will be directed to any person or entity in or from the State of New York by, or on behalf of, the Developer or anyone acting with the Developer’s knowledge, nor will any activities by the Developer under such circumstances target New York State residents. These disclosures have been made to ensure that the Developer has taken adequate measures to notify residents of the State of New York that it will not offer property to residents of New York that has not been previously qualified for sales in New York in or from the State of New York.
BRAND DISCLOSURES
Baha Mar is not owned, offered, marketed, sold constructed or developed by Rosewood Hotels and Resorts, L.L.C. (“Rosewood”), SBE Hotel Management, LLC (“SBE”) or any of their affiliates (collectively, the “Brands”) and the Brands do not make any representations, warranties or guaranties whatsoever with respect to the Residences, Baha Mar or any part thereof. There exists no joint venture, joint enterprise, partnership, ownership, agency relationship, broker relationship or similar relationship between Seller and Rosewood or SBE as to the Residences or the development, offering, marketing, sale or solicitation of Residences. The Brands do not have any responsibility for the development, offering, marketing, sale or solicitation of the Residences, the contents of the Condominium Declaration and other Project documents and any offering and sales documents (including, without limiting, the budgets therein), or the sales and marketing process (including, without limiting, any sales or marketing materials and any statements or representations by Seller, brokers or sales persons). All Buyers will waive and release the Brands from and against any liability with respect to any representations or defects or any claim whatsoever, relating to the marketing, sale or construction of the Residences or the Project.
All registered trademarks, trade names, and photos and product/facility depictions (collectively “Brand Intellectual Property”) of the respective Brands are owned by each Brand, as applicable and such Brand Intellectual Property has been included for illustrative purposes only. The Developer’s use of the Brand Intellectual Property in connection with the sales and marketing of the Residences, including its right to use the names Rosewood, Rosewood Hotels & Resorts, SBE and SLS, is pursuant to limited, non-exclusive, non-transferable and non-sublicensable licenses from the Brands (individually the “License” and collectively the “Licenses”). The Licenses may be terminated or may expire without renewal and without the consent of, Buyer, the Association or any other owner of a Unit at the Condominium, in which case neither the Residences nor any part of Baha Mar will be identified as branded project affiliated with such Brand or otherwise have any rights to use the Trademarks. Furthermore, no owner of a Residence will have any right to use the Brand Intellectual Property, including their trademarks, and ownership of a Residence will not confer any such rights to the Owner.
Developer or an affiliate has entered (or will enter) into a management agreement for the management of certain portions of Baha Mar by the Brands (the “Management Agreement”). The Management Agreement may be terminated under the circumstances specified in the Management Agreement or may expire without renewal and without the consent of, Buyer, the Association or any other Owner of a Unit at the Condominium. It is possible that Baha Mar will not be identified with or authorized to use any of the Brand Intellectual Property.
In order to purchase a Residence at Baha Mar, Buyers will sign a Brand License Disclosure incorporating the above and additional terms as an addendum to their Purchase Agreement.
DETAILED REVIEW OF RIGHTS, OBLIGATIONS AND BENEFITS REQUIRED
The materials being provided and the information contained herein are meant to be a cursory overview of Baha Mar only and should not substitute for a detailed visit and evaluation of the Resort. You should carefully review the proposed purchase and sale documents, the Master Declaration of Covenants and the applicable Condominium Declaration along with any other governing documents as well as all use and occupancy restrictions that may affect the property in Baha Mar and a Residence you might purchase (collectively the “Governing Documents”) with your legal, accounting, tax and business advisors for appropriate interpretation. You should also conduct your own due diligence of any potential entitlements or benefits that may be available to a purchaser of property in the Bahamas with the same advisors. All contingencies cannot be discussed in traditional advertising and it is incumbent upon prospective purchasers to conduct their own due diligence and evaluation. None of the information contained herein shall be relied upon as financial, tax, accounting, investment, business, or legal advice, nor may any favorable treatment discussed in literature regarding Baha Mar be necessarily available to you. Possible benefits to ownership of property in the Bahamas may be affected by your residency or citizenship status or the manner in which you use the Residence. Prospective purchasers from the U.S. should take note that no representations, warranties or guarantees are being made concerning the availability of permanent residency in the Bahamas, tax benefits, or offshore banking benefits. You should consult with your own advisors on this as well. No legal or financial advice is being offered and Purchasers are solely responsible for determining whether the purchase of a Residence is appropriate or suitable to them.
BENEFITS
Certain facilities of the individual Condominiums which include the Residences may only be used by Owners, their guests or hotel guests of such Condominiums as set forth in the governing documents affecting such Condominiums. Other amenities outside the Condominiums may be used by Owners and their guests, hotel guests and the general public based upon payment of certain fees. From time to time, the Developer, the Hotels or Baha Mar in general may offer benefits to Residence Owners to use certain facilities or to participate in certain programs. Such benefits may be listed in our advertising, but are subject to change at any time from time to time by the entity offering such benefits. Any such benefits may involve additional costs or fees in order to participate or use such services. Any such benefits may be canceled at any time and their continued availability is not promised or guaranteed.
All such benefits are subject to change from time to time and may be discontinued at any time in the sole discretion of the Master Declarant and the Hotel Owners. Residence Owners cannot be assured the continued availability of such benefits.
CONTENTS OF ADVERTISING DISCLAIMED
Any information provided in the Site is strictly intended for informational purposes only. ORAL REPRESENTATIONS CANNOT BE RELIED UPON AS CORRECTLY STATING REPRESENTATIONS OF DEVELOPER. All prices are subject to change without notice. For correct representations, please refer to your Purchase and Sales Agreement used for the purpose of acquiring a condominium in the Resort. While information on the Site is considered reliable, Developer does not guarantee the accuracy of this information. To the fullest extent allowable by law, all information provided on Site is provided “As Is” without any warranty whatsoever from Developer, and Developer specifically disclaims any representations or warranties, expressed or implied, regarding the services and/or merchandise offered through this Site, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from a course of dealing or course of performance.
All illustrations and depictions are artist renderings used to depict lifestyle only and are not intended to be scenes from or within Baha Mar. The photographs on this Site are scenes from the project, but conditions are subject to change from time to time. All references to timeframes and dates are estimates and are subject to change based on the Developer’s plans as well as the occurrence of any circumstances that are outside of the Developer’s control. Actual improvements may vary and views may not be available from all Residences. Future development can limit or eliminate views from a particular Residence. All references and any illustrations or maps relating to distances are not accurate and are intended as only as a basic characterization of the Site. Illustrations of the interior of the Residences may depict options and upgrades and may not be representative of standard fixtures, furniture or features and may not be available. Any description of furnishings or fixtures is intended to be illustrative of the quality of furnishings and fixtures to be provided in the Residences and is not intended to display what will be available in the actual Residences. The actual furnishings and fixtures may have not been selected by the Developer and are subject to change. Information as to what will be included in a Residence shall be included in the Purchase Agreements for the individual Residences and shall govern what is included in the purchase of a Residence.
PRICING AND OTHER DETAILS ARE ALL SUBJECT TO CHANGE WITHOUT NOTICE
Prices and features are subject to change in the sole discretion of the Developer without notice. Any listed prices contained in advertising and other promotional materials are estimates only. All references to square footage (or square meters) are approximate and the actual configuration may vary. Differing measurement techniques may also yield different total area of a Residence. You should not rely upon any listed figures describing the gross area of a Residence. All Residences are being sold based upon their type and location without regard to the total size.
DUES, ASSESSMENTS AND FEES
Owners of Residences shall also be subject to mandatory membership in the governing condominium association pursuant to the Condominium Declaration establishing the Residences which includes, among other obligations and restrictions, the obligation to pay dues and assessments for the upkeep and management of the Residences and other services as provided and detailed in such documents as well as their share of certain expenses of the Hotel and the Master Association, all as set forth in the various governing documents. There will be additional fees for use of facilities and various services made available to Residence Owners and their guests. These fees are typically set by the providers of such services and are subject to change from time to time. Included in such fees is the ability of the Master Declarant or the Hotel Owner, as applicable to charge a Resort Access Fee. The Resort Access Fee is subject to change from time to time. Currently, this fee will be generally charged to guests of the Hotel occupying Hotel guest room, renters of Residences and other occupants of Residences (other than Residences Owners occupying their Residences), but this position is subject to change pursuant to the governing documents.
RENTAL AND MANAGEMENT EXPECTATIONS
The Residences are being sold for solely as interest in real estate for your personal use and enjoyment. and Baha Mar Ltd. is not making, nor does it condone, any representations about any future profit or rental potential of the Residences. And while a Hotel rental program may be available for Owners to offset costs and to take incentives offered by The Bahamas Government in Baha Mar in the future, the Developer makes no representations about any potential income or other profit potential from any such program. Rental of a Residence shall be at the Residence Owner’s sole option and discretion, and an Owner may elect to not rent the Residence at all. If a Residence Owner so elects, they may rent his/her/its Residence on its own, through a rental agent or pursuant to rental program that may be available through the Hotel. There will be no rental-pooling or similar such arrangements available for Residence Owners. Purchase of a Residential Unit should be based upon your intended use and enjoyment, and not on any rental program.
WARRANTIES AND CONDITIONS
Unless required by law or subject to warranties actually provided to you by Developer, everything on this Website is provided to you “AS IS.” DEVELOPER EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY DEVELOPER’S WEBSITES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
EQUAL HOUSING OPPORTUNITY
Developer is committed to the letter and spirit of U.S. policy for the achievement of equal housing opportunity throughout the Nation. Developer encourages and supports an affirmative advertising and marketing program in which there are no barriers to obtaining housing because of race, color, religion, sex, handicap, familial status or national origin.
CHOICE OF LAW
The Terms of Use contained herein shall be construed, interpreted and applied in accordance with, and shall be governed by, the laws of The Bahamas, without regard to conflict of laws principles. Venue for any action, litigation or proceeding arising out of or concerning these Terms of Use and Disclaimers and any actions involving the Developer arising hereunder shall be in Nassau, The Bahamas. Buyer and Seller under any ultimate Purchase Agreement expressly waive their right to venue elsewhere.
ARBITRATION OF DISPUTES
In the event of any material dispute, claim, or issue arising, the Parties shall use their best efforts to settle such dispute, claim, or issue. To this effect, they shall negotiate with each other, in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties.
If the Parties do not reach a solution within a period of thirty (30) days, then the Parties shall resolve such dispute, claim, or issue through a process of mediation administered in Nassau, The Bahamas. The Parties shall jointly select a mediator within fourteen (14) days from the expiration of the aforementioned thirty (30)-day period. If the Parties are unable to do so, then they shall each choose one (1) mediator, and the two (2) chosen mediators will choose the third (3rd) mediator, who shall serve as the mediator for the dispute.
The venue of any mediation or judicial proceedings shall be in Nassau, The Bahamas. Each Party irrevocably submits to the exclusive jurisdiction of the courts located in Nassau, The Bahamas unless otherwise mutually agreed by the Parties. Each Party waives to the fullest extent permitted by law, trial by jury of all disputes arising out of or relating to this Agreement.
The prevailing Party in any suit, or other action arising out of or related to this Agreement shall be entitled to recover from the other Party all reasonable fees, costs, and expenses incurred by the prevailing Party in connection with the action, including reasonable judicial and extra-judicial attorneys’ fees, expenses, and disbursements, and fees, costs, and expenses relating to any mediation or appeal. If any Party secures a judgment in any proceeding brought to enforce or interpret this Agreement, then any costs or expenses (including reasonable attorneys’ fees) incurred in enforcing, or in appealing from, such judgment shall be payable by the Party against whom such judgment or determination on appeal has been rendered and shall be recoverable separately from and in addition to any other
COPYRIGHT AND MISCELLANEOUS
Unless classified as Brand Intellectual Property, the project graphics, renderings, unit floor plans and depictions, and text are copyrighted works owned by the Developer.
Copyright © [Perfect Luck Assets (No. 4), Ltd.] 2018 – All rights reserved.