TERMS & CONDITIONS

Effective Date: January 27, 2023

Last Updated: January 27, 2023

Welcome to Playa Hotels & Resorts! These Terms and Conditions constitute an agreement (this “Agreement”) between you and Playa Management USA, LLC (“Playa”, “we”, “us”, “our”) concerning your access and use of our website located at www.playaresorts.com or other websites and/or applications operated by us where this Agreement is posted, including any content, functionality, and services offered on or through those websites and/or applications (“Sites”). Please note that additional terms and conditions may apply to bookings, purchases, transactions, uses, or activities that may occur on or through the Sites. You agree to comply with this Agreement and any such applicable additional terms and conditions.

1. Acknowledgment and Agreement

Please read this Agreement carefully before accessing and/or using the Sites. By accessing and/or using the Sites, you agree to be bound by this Agreement. If you do not agree to this Agreement, you must not access and/or use the Sites. Any objection to this Agreement, or any part therefore, will be interpreted as a refusal to agree to this Agreement.

2. Changes

Playa reserves the right to make changes to this Agreement at any time and at our discretion. Any new feature or tools which are added to the Sites shall be subject to this Agreement, as amended. New versions of this Agreement will not apply retroactively, but shall immediately replace and supersede the previous Agreement upon posting. Your continued access and use of the Sites, or any part thereof, following the posting of the revised Agreement means that you accept and agree to the changes.

3. Arbitration Notice

YOU AGREE THAT DISPUTES BETWEEN YOU AND US CONCERNING YOUR USE OF THE SITES, HOW OUR SITES OPERATE, OR ANY INFORMATION TRANSMITTED THROUGH THE SITES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. FOR MORE DETAILS ON THIS PROCESS, AND HOW YOU CAN OPT-OUT OF ARBITRATION, SEE SECTION 19 BELOW.

4. Venue for Legal Claims Notice and Waiver of Liability

PLEASE BE ADVISED THAT DURING THE CHECK-IN REGISTRATION PROCESS AT ANY OF OUR RESORTS, GUESTS WILL BE ASKED TO SIGN A REGISTRATION CARD ACKNOWLEDGING AND AGREEING THAT ANY CLAIM A GUEST MAY HAVE AGAINST THE RESORT AND ANY OF ITS OPERATING, CONTROLLING, AFFILIATED, OR RELATED COMPANIES IN CONNECTION WITH THEIR STAY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE JURISDICTION WHERE THE RESORT IS LOCATED, AND AGREEING TO THE COURTS OF SUCH JURISDICTION AS THE EXCLUSIVE VENUE FOR ANY SUCH PROCEEDINGS.

THE REGISTRATION CARD WILL ALSO INCLUDE A LIABILITY WAIVER AND ASSUMPTION OF THE RISK PROVISION IN CONNECTION WITH A GUEST’S USE OF THE RESORT’S WATER PARK, SPORTS, OR CERTAIN OTHER ACTIVITIES.

5. Eligibility.

By accessing and/or using the Sites, you represent that you are at least 18 years of age, or the age of consent in the jurisdiction in which you access and/or use the Sites, to use the Sites. The Sites, including the services offered therein, are not intended for and should not be used by minors. By using the Sites, you represent and warrant that:

• You can form a binding contract with Playa;

• You are not a person who is barred from using the Sites under the laws of the United States or any other applicable jurisdiction (i.e., you do not appear on the U.S. Treasury Department list of Specially Designated Nationals or face any other similar prohibition); and

• You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations.

6. Booking Cancellation

We reserve the right to cancel any bookings made on the Sites, at any time, with or without notice, for any conduct that we, in our sole discretion, determine is in violation of this Agreement, laws or regulations, or is otherwise harmful to another user of our Sites or other third-party interests.

7. Resort Descriptions and Rates

The Sites may contain technical inaccuracies and typographical or other errors in connection with information displayed on the Sites, including, without limitation, rates, fees, stay details, or availability applicable to your transaction. Playa and its affiliates assume no responsibility or liability for such errors, inaccuracies, or omissions. Playa and its affiliates shall have the right not to honor reservations or information affected by such errors, inaccuracies, or omissions. Playa and its affiliates shall have the right to make changes, corrections, cancellations, and/or improvements to such information or reservations based on such information, at any time, including after confirmation of a reservation.

All our rates are in US dollars and include taxes, service charges and gratuities, except for environmental fee in Mexico (where applicable) payable by guest at the resort. You may use the currency conversion tool that is available during the booking process but please be advised that this is provided for informational purposes only and we do not guarantee our rates in any other currency different to US dollars.

8. Promotional Information

We may display or provide information from time to time regarding specific offers or promotions. Any such promotional offer is subject to its specific terms, conditions and restrictions. Please refer to and read carefully the terms, conditions and restrictions of each promotional offer. We reserve the right to alter or withdraw any promotional offer at any time without notice. Each promotional offer or promotion is void where prohibited by law

9. Specific Booking Terms and Conditions

During your booking process through the Sites, the specific terms and conditions applicable to your booking will be disclosed, such as the cancellation policy and terms of payment. Please make sure to review these terms and conditions carefully before completing your booking. Failure to adhere to the payment terms set forth therein may result in the cancellation of your booking (you would need to re-book at the prevailing rates).

10. Conduct When Using the Sites

By accessing and/or using the Sites, you agree not to:

• Use the Sites for any purpose that runs contrary to this Agreement.

• Use the Sites in any manner contrary to local, state, federal, or international laws. You further agree you will not use the Sites for any illegal purpose or for the transmission of material that is unlawful, harassing, libelous (untrue and damaging to others), invasive of another’s privacy, abusive, threatening, or obscene, or that infringes the copyrights (rights of an owner of written material) or other intellectual property of others.

• Use the Sites for any commercial purpose without our prior written consent, including but not limited to reselling rooms or bookings, posting, marketing, advertising, or otherwise distributing rooms, reservations, or availability (including without limitation on third-party web sites), making false, fraudulent, or speculative reservations, reserving rooms in anticipation of demand.

• Copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted materials, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information accessible through the Sites without our prior written consent.

• Express or imply that any statements you make are endorsed by Playa or its affiliates.

• Use any robot, bot, spider, crawler, scraper, site search / retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Sites or their content.

• Use the Sites in any way that could interfere with, disrupt or negatively affect the Sites or the servers or networks connected to the Sites.

• Upload viruses or other malicious code or otherwise compromise the security of the Sites.

• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Sites.

• “Frame” or “mirror” any part of the Sites without our prior written consent.

• Use meta tags or code or other devices containing any reference to Playa or its affiliates (or any trademark, trade name, service mark, logo or slogan of Playa, or its affiliates, franchisors or licensors) to direct any person to any other website for any purpose.

• Modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Sites, or cause others to do so.

• Use or develop any third-party application that interacts with the Sites without our prior written consent.

• Probe, scan, or test the vulnerability of our Sites or any system or network.

• Encourage or promote any activity that violates this Agreement.

We reserve the right to investigate, and take any available action in response to any unauthorized use of the Sites, including but not limited to cancellation of any bookings.

11. Links to other Websites and Third Parties

Please be advised that Playa may work with other third parties to provide the Sites and the accommodation services. Some of these third parties are related companies and others are not, and some may be vendors to Playa, and some may be acting in their own right (and Playa may be a vendor to some of those entities).

Additionally, our Sites may contain links to third-party websites or services that are not owned or controlled by Playa, such as links to social media or customer reviews websites, solely as a convenience to you. Playa has no control over, and assumes no responsibility for the content, accuracy, privacy policies, or practices of any third-party websites or services so linked. Playa strongly urges you to read the terms and conditions and privacy policies of any third-party website or services you visit.

 

12. Privacy

Your submission of personal information on the Sites to make a booking or utilize any other services made available  to  you  on  the  Sites  is  subject  to  Playa’s  Privacy  Notice  (available  here https://www.playaresorts.com/privacy-policy), which is hereby incorporated into this Agreement. Any communications  such  as  searches,  questions,  comments,  suggestions,  requests  and  similar communications submitted by you to Playa are not confidential communications, and Playa shall be free to use, reproduce, publish, distribute, and disclose such communications. Playa is under no obligation to protect such communications from disclosure. Playa is also free to use for any purpose whatsoever any ideas, concept, content, techniques, or know-how in such communications without limitation and without any obligations to you.

13. Idea Submission

Our policy is not to accept unsolicited ideas about new marketing, advertising or products. We employ talented staff and consultants who may be working on the same or similar ideas. By following this policy, we hope to avoid confusion about our ownership of new concepts created by our employees and consultants.

14. Copyright Infringement Policy

In alignment with the Digital Millennium Copyright Act (“DMCA”), we have established the procedure outlined below to address any alleged copyright infringement on the Sites. If you believe your work has been copied and has been posted on the Sites in a way that constitutes copyright infringement, you may provide us with notice of your complaint by contacting us with the following information, in writing:

• The electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf;

• Identification of the copyrighted work that you claim has been infringed;

• Identification of the material that is claimed to be infringing, with information about its location reasonably specific to permit us to locate the material;

• Your name, address, telephone number, and email address;

• 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

• A statement, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

After receiving a notification, we will process and investigate the notification and will take appropriate actions under the DMCA and other applicable intellectual property laws. Upon receipt of a notification that complies or substantially complies with the DMCA (as set forth above), we will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity, and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We will promptly take reasonable steps to notify the member that is the subject of the notification that it has removed or disabled access to such material.

15. Modifying the Sites

Playa is always striving to improve its Sites and bring you additional functionality that you will find engaging and useful. This means we may add new features or enhancements from time to time, as well as remove some features. If these actions do not impact your rights or obligations, we may not provide you with notice of these changes before making them. We may also suspend the Sites entirely, in which event we will notify you unless extenuating circumstances, such as safety or security concerns, prevent us from doing so.

16. Copyright, Trademark, and other Intellectual Property

You acknowledge that the Sites and all materials on the Sites, including without limitation to the Sites’ design, text, graphics, sounds, pictures, software and other files, its look and feel, and the selection and arrangement thereof (collectively, “Materials”) are our property and are subject to and protected by United States and international copyright or other intellectual property laws and rights. The trademarks, service marks, trade dress, trade names, and logos contained on the Sites, including without limitation to trademarks registered in the United States (collectively, “Marks”) are the sole property of Playa or its affiliates or Playa and/or its affiliates have a right to use under a franchise or trademark agreement. In addition, all page headers, custom graphics, and custom icons are Marks of Playa. Certain Marks on our Site using ® are federally registered in the United States.

Playa grants you a personal, worldwide, royalty-free, non-assignable, nonexclusive, revocable, and non- sublicensable license to access and use the Sites. This license is for the sole purpose of letting you use and enjoy the Sites as intended by Playa, and as permitted by this Agreement. You may not copy, reproduce (either physically or logically), republish or modify any portion of the Sites without the prior written authorization of Playa. All rights not expressly granted herein are reserved by Playa. Other copyrights, trademarks, resort names, company names, logos or intellectual property are the property of the respective owners with all rights reserved.

17. Disclaimer of Warranties; Limitation of Liability; Indemnification

DISCLAIMER OF WARRANTIES. SUBJECT TO APPLICABLE LAW, PLAYA MAKES THE FOLLOWING  DISCLAIMERS  OF  WARRANTIES.  PLAYA  DISCLAIMS  ANY  AND  ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIAL PROVIDED ON THE SITES. PLAYA DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL MADE AVAILABLE THROUGH THE SITES. PLAYA DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING USE OF THE SITES. PLAYA PROVIDES THE SITES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES WHATSOEVER. PLAYA EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. PLAYA FURTHER DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SITES. PLAYA FURTHER DISCLAIMS ANY WARRANTIES RELATING TO ANY INFORMATION OBTAINED THROUGH THE SITES, ANY LINKS PROVIDED BY THE SITES, AS WELL AS ANY INFORMATION RECEIVED THROUGH ANY OF THE LINKS PROVIDED IN THE SITES.

LIMITATION OF LIABILITY. SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL PLAYA OR ITS AFFILIATES BE LIABLE TO ANY USER OF THE SITES, OR ANY OTHER THIRD PARTY THAT HAS AGREED TO THIS AGREEMENT, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND/OR PUNITIVE DAMAGES, WHETHER SUCH DAMAGES OR A CLAIM FOR SUCH DAMAGES IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER CLAIM AVAILABLE UNDER APPLICABLE LAW, EVEN IF PLAYA OR ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SITES, FROM INABILITY TO USE THE SITES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITES (INCLUDING SUCH DAMAGES INCURRED BY ANY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH REGARD TO DAMAGES INCURRED BY REASON OF THE GOODS OR SERVICES ACQUIRED OR BOOKED THROUGH THE SITES OR BOOKED AND/OR RECEIVED THROUGH LINKS PROVIDED ON THE SITES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH THE SITES OR THROUGH LINKS PROVIDED ON THE SITES. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOST DATA, LOSS OF BUSINESS GOODWILL, LOSS OF REPUTATIONAL GOODWILL, OR OTHER SUCH DAMAGES. SUCH LIMITATION SHALL FURTHER APPLY WITH REGARD TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SITES OR ANY INFORMATION THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO THE SITES. TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED BY APPLICABLE LAW, THEY SHALL BE CAPPED AT ONE HUNDRED DOLLARS ($100) (US).

INDEMNITY. YOU AGREE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO INDEMNIFY, DEFEND, AND HOLD HARMLESS PLAYA AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES FROM ANY AND ALL  COMPLAINTS,  DEMANDS,  CLAIMS,  DAMAGES,  LOSSES,  COSTS  (INCLUDING ATTORNEYS’ FEES), PENALTIES AND/OR OTHER EXPENSES, DUE TO, ARISING OUT OF, OR RELATING IN ANY WAY TO YOUR ACCESS OR USE OF THE SITES, OR YOUR VIOLATION OF THIS AGREEMENT.

18. Force Majeure.

Under no circumstances shall Playa or its affiliates be held responsible or liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war (including but not limited to cyber related events and/or occurrences attributed to state and/or quasi-state actors by either public or privacy organizations and/or entities and/or governments), governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, lighting, or air conditioning.

19. Dispute Resolution, Arbitration, Class-Action Waiver, and Jury Waiver

Disputes. The terms of this Section 19 shall apply to all Disputes between you and Playa or its affiliates, except for any claims in connection with your stay at our resorts which shall be governed by the choice-of-law and forum selection clause referred to on Section 4 above. For purposes of this Section 19, “Dispute” shall mean any dispute, claim, controversy or action between you and Playa or its affiliates arising under or relating to your use of the Sites or this Agreement (including any bookings made through the Sites) or any other transaction involving you and Playa or its affiliates (except as noted on Section 4 above), whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. YOU AND PLAYA AGREE THAT “DISPUTE” AS DEFINED IN THIS AGREEMENT SHALL NOT INCLUDE ANY CLAIM  OR  CAUSE  OF  ACTION  BY  YOU  OR  PLAYA  FOR:  (1)  TRADE  SECRET MISAPPROPRIATION; (2) PATENT INFRINGEMENT; (3) COPYRIGHT INFRINGEMENT OR MISUSE; AND (4) TRADEMARK INFRINGEMENT OR DILUTION.

Binding Arbitration. You and Playa agree: (1) to arbitrate all Disputes between you and Playa or its affiliates pursuant to the provision of this Agreement; (2) this Agreement memorializes a transaction in interstate commerce; (3) the Federal Arbitration Act (9 U.S.C. § 1, et seq.) governs the interpretation and enforcement of this Section 19 (notwithstanding the choice-of-law provision contained herein); and (4) this Section 19 shall survive termination in this Agreement.

Dispute Notice. In the event of a Dispute, you or Playa must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to Playa must be addressed to Playa Management USA, LLC, 1560 Sawgrass Corporate Parkway, Suite 140, Fort Lauderdale, FL 33323, attention of the General Counsel (“Playa Notice Address”). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you, or via email if we do not have any such address on file. If Playa and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, you or Playa may commence an arbitration proceeding pursuant to this Section 19. Following submission and receipt of the Dispute Notice, each party agrees to act in good faith to seek to resolve the Dispute before commencing arbitration.

WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND PLAYA AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION 19, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AND PLAYA AGREE THAT NO DISPUTE SHALL PROCEED BY WAY OF CLASS ARBITRATION WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.

Arbitration Procedure. If a party elects to commence arbitration, the arbitration shall be administered by the American Arbitration Association (AAA) and be governed by the AAA Consumer Arbitration Rules; except AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. If there is a conflict between the AAA Rules and the rules set forth in this Agreement, the rules set forth in this Agreement shall govern. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of this Agreement. The arbitrator, and not any federal, state, provincial, territorial or local court or agency, shall have exclusive authority to resolve all Disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Hearing Format. Unless otherwise agreed, the arbitration shall take place in Broward County, Florida, but may proceed telephonically in the event the total amount of the claim does not exceed $2,500 U.S. dollars (if the claimant so chooses). In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, in any, is based. During the arbitration, the amount of any settlement offer made by Playa or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Playa is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.

Arbitration Fees. Playa will pay, or (if applicable) reimburse you, for all AAA (as applicable) filing, administration, and arbitration fees for any arbitration commenced by you or Playa pursuant to this Agreement. You are responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses.

Opt-Out. You may elect to opt-out (exclude yourself) from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Agreement by sending a written letter to Playa at the contact information above within thirty (30) calendar days of your initial agreement to this Agreement (including your first use of the Sites) that specifies: (1) your name; (2) your mailing address; (3) and your request to be excluded from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Section 19. In the event that you opt-out consistent with the procedures set forth above, all other terms of this Agreement shall continue to apply.

Amendments to this Section. Notwithstanding any provision in this Agreement to the contrary, you and Playa agree that if Playa makes any material amendments to the dispute resolution procedure and class action waiver provisions in this Agreement, Playa will notify you and you will have thirty (30) calendar days from the date of notice to affirmatively opt-out of any such amendments by sending a written letter to the Playa Notice Address that specifies: (1) your name; (2) your mailing address; and (3) your request to opt-out of such amendments. If you affirmatively opt-out of any future amendments, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Section 19 as stated in this Agreement, without any of the proposed amendments governing. If you do not affirmatively opt-out of any future amendments, you will be deemed to have consented to any such future amendments.

Severability. If any provision in this Section 19 is found to be unenforceable, that provision shall be severed with the remainder of this Agreement remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section 19 shall be null and void. The terms of this Section 19 shall otherwise survive any termination of this Agreement.

Exclusive Venue for Other Controversies. Playa and you agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in this Section 19 (other than claims in connection with your stay at our resorts pursuant to Section 4 above) shall be filed only in the courts located within the State of Florida, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.

20. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without giving effect to its conflict of laws provisions or the laws of your state or foreign country. If for any reason a court of competent jurisdiction or arbitrator finds any provision or portion of this Agreement to be unenforceable, the remaining portion of this Agreement will continue in full force and effect.

21. Term; Termination

This Agreement is effective until terminated either by Playa or you. We, in our sole discretion, may suspend or terminate this Agreement at any time with or without notice, and may deny you access to the Sites or any portion thereof as a result. You may also terminate this Agreement at any time by discontinuing your use of the Sites. Upon termination of this Agreement by us or you, you must destroy all materials obtained from the Sites, including any and all copies of such materials whether made under this Agreement or otherwise.

22. Non-Assignability

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding upon, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

23. Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action by you against Playa or its affiliates arising from or relating to the use of the Sites must be filed within one (1) year after such claim or cause of action arose or such claim or cause of action will be permanently barred.

24. Entire Agreement; Severability; Relationship

This Agreement constitutes the entire agreement between you and Playa. If any part of this Agreement is determined to be invalid or unenforceable, then such invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the allocation or risks, and the remainder of this Agreement will continue in effect. If any provision(s) is found to be contrary to law, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. No agency, partnership, joint venture, fiduciary or other special relationship or employment is created as a result of this Agreement, and you may not make any representations on behalf of or bind Playa or its affiliates.

25. Headings; Waiver

The headings and subheadings contained in this Agreement are exclusively for your convenience and have no legal or contractual effect. Accessing the Sites and/or the contents thereof may be illegal for certain individuals or in certain countries. Our failure to exercise our rights or remedies hereunder, or our delay in doing so, will not be construed as a waiver by us of our rights to exercise or enforce the legal actions or remedies hereunder. The partial exercise of any right, action or remedy under this Agreement shall not prevent the subsequent full exercise thereof. The tolerance of any breach on one occasion shall not constitute or imply a tolerance of a subsequent breach.

26. Contact Us

If you have any questions about this Agreement, contact us at website@playaresorts.com.