Vacatia | Clubhouse

Vacatia Exchange Program Terms

Exchange Operator hereby adopts these Rules for the purposes herein contained, effective as of May 11, 2026. These Rules govern the use and enjoyment of the Exchange Program at Participating Resorts. Owners that participate in the Exchange Program are encouraged to read these Rules carefully and print or save a copy for their files.

  1. Definitions
  2. OwnerPLUS Generally
  3. FlexPoints
  4. Reservation Policies
  5. Withdrawal or Termination
  6. OwnerPLUS Reservations and Fees
  7. Internal Exchange Preview Reservations and Fees
  8. Fees Generally
  9. Use Restrictions
  10. Suspension of Exchange Program Participation
  11. Communications
  12. General Provisions

ARTICLE 1: DEFINITIONS

1.1 “Accommodation” means the physical space in an apartment, condominium, home, villa, or cooperative unit, cabana, cottage, cabin, lodge, hotel or motel room, or any other private, residential, or commercial structure or facility forming part of a parcel of real property in a Participating Resort which is available for use and made available to Owners through the Exchange Program.

1.2 “Affiliate” means, with respect to a Person, any other Person controlling, controlled by, or under common control with, such Person.

1.3 “Affiliated Owner” means a Person that owns an Interval at an Affiliated Resort and which participates in OwnerPLUS.

1.4 “Affiliated Resort” means a Resort which is set forth on Exhibit 1.

1.5 “Annual Fee” means any fee, charge, or due which an Owner is obligated to pay to an Association by virtue of such Owner’s ownership of an Interval, and which includes regular and special maintenance fees or assessments, recreational, maintenance, facilities, or reserve fees, personal charges, and ad valorem taxes.

1.6 “Applicable Law” means all federal, state, and local laws, statutes, and ordinances applicable to the Exchange Program or the Intervals, Accommodations, or Participating Resorts.

1.7 “Association” means a condominium, trust, or owners association or other non-profit entity, whether incorporated or not, which is responsible for the management, governance, or operation of a Participating Resort.

1.8 “Billing Year” means a calendar year or other 12-month fiscal period for which an Annual Fee is assessed.

1.9 “Claim” means any claim, suit, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or otherwise, whether at law or in equity, and including all associated expenses, losses, court and other costs, and attorney’s fees.

1.10 “Communications” means all agreements, disclosures, notices, messages, or other materials which Exchange Operator delivers or otherwise provides to one or more Owners from time to time in connection with the Exchange Program (including copies of the Exchange Program Documents, reservation confirmations, sales and marketing materials, governing documents for Participating Resorts, privacy notices, changes to any terms, conditions, or fees relating to the Exchange Program, or any other materials which Exchange Operator chooses or is required to deliver or otherwise provide to one or more Owners).

1.11 “Current” means the status of an Owner who has paid:

1.11.1 All applicable Annual Fees for a given Billing Year for all Intervals which that Owner owns.

1.11.2 All other fees, payments, and other obligations associated with such Intervals (including any mortgage, security interest, or purchase contract obligations).

1.11.3 All fees, payments, and other obligations set forth in the Exchange Program Documents and which pertain to participation in the Exchange Program.

1.12 “Dates” means the time period requested by an Owner for a stay at a Participating Resort using that Owner’s FlexPoints.

1.13 “Delinquent” means the status of an Owner who is not Current.

1.14 “Evaluation Factors” means the factors by which Exchange Operator may establish a basis to value Intervals, Accommodations, Dates, and stays at Participating Resorts in terms of FlexPoints, and may include, as applicable, factors such as Season, days of the week, supply and demand, location (including matters relating to geography, topography, accessibility, or scenic beauty), time of year, size, capacity, floor level, view, relative quality, costs of construction, nature of improvements, permissible commencement dates, overall experience offered, or such other factors as Exchange Operator may consider to be indicators of relative value or demand.

1.15 “Exchange Operator” means Vacatia Exchange, LLC, a Delaware limited liability company, which is located at 2626 East Oakland Park Boulevard, Fort Lauderdale, Florida 33306 and has the phone numbers which are posted on the Website and set forth in Section 11.3.

1.16 “Exchange Program Documents” means these Rules, the FlexPoints Chart, the Privacy Policy, and such other documents pertaining to the Exchange Program as may be available from time to time on the Website.

1.17 “Exchange Program Fee” means the Internal Exchange Preview Fee or the OwnerPLUS Fee, as applicable.

1.18 “Exchange Program” means the voluntary exchange program described in these Rules and operated by Exchange Operator.

1.19 “FlexPoints Account” means an account which holds the number of FlexPoints an Owner possesses or otherwise has access to at any given time.

1.20 “FlexPoints Chart” means the table or other listing set forth on the Website which sets forth the Accommodations available through participation in the Exchange Program and the FlexPoints required to exchange into such Accommodations for various Dates.

1.21 “FlexPoints” means the symbolic unit of measurement and currency which Exchange Operator uses to signify the ability of Owners to enjoy rights in the Exchange Program.

1.22 “Guest” means an Owner’s family members (including minor children), invitees, and other guests that stay in an Accommodation which such Owner has reserved using FlexPoints.

1.23 “Internal Exchange Preview” means that certain division of the Exchange Program in which Legacy Owners may participate.

1.24 “Internal Exchange Preview Fee” means the $199 fee which a Legacy Owner must pay to Exchange Operator each time such Owner relinquishes Use Rights in exchange for FlexPoints.

1.25 “Interval” means a timeshare, fractional, interval, vacation club, destination club, vacation membership, private membership club, private residence club, points club, or other form of such product, program, or service, whether deeded or non-deeded, in each case wherein purchasers acquire an ownership interest in, use right of, or other entitlement to use one or more of certain overnight accommodations and associated facilities in a system of units and facilities on a recurring, periodic basis, all as located at a Participating Resort.

1.26 “Legacy Owner” means a Person that owns an Interval at a Legacy Resort and which participates in the Internal Exchange Preview.

1.27 “Legacy Resort” means a Resort which is set forth on Exhibit 2.

1.28 “Owner” means an Affiliated Owner or a Legacy Owner, as applicable.

1.29 “OwnerPLUS” means that certain division of the Exchange Program in which Affiliated Owners may participate.

1.30 “OwnerPLUS Fee” means the $149 fee which an Affiliated Owner must pay to Exchange Operator each time such Owner relinquishes Use Rights in exchange for FlexPoints.

1.31 “Participating Resort” means, collectively, the Affiliated Resorts and the Legacy Resorts.

1.32 “Person” means any individual, corporation, partnership, limited liability company, limited liability partnership, association, nonprofit corporation, mutual benefit corporation, trust, or other entity.

1.33 “Privacy Policy” means that certain privacy policy which is set forth at https://vacatia.com/privacy-policy and which applies to all Owners that participate in the Exchange Program.

1.34 “Released Parties” means, collectively, Exchange Operator, Exchange Operator’s Affiliates, and its and their respective owners, managers, officers, directors, employees, agents, third-party service providers, property owners, insurance companies, successors in interest, commercial and corporate sponsors, representatives, and assignees.

1.35 “Resort” means a property that contains one or more Intervals, and all land, improvements, structures, facilities, furniture, fixtures, equipment, and other appurtenances contained or existing therein.

1.36 “Season” means 1 of up to 5 different groups of dates or date ranges within a calendar year which is set forth on the FlexPoints Chart and which is used as an Evaluation Factor.

1.37 “Use Rights” means the rights to reserve, use, and occupy a given Accommodation by virtue of owning an Interval.

1.38 “Use Year” means the calendar year or other period during which an Owner may reserve an Accommodation with respect to a given Interval (whether annually, biennially, or otherwise).

1.39 “Website” means vacatia.com/clubhouse or such other address which Exchange Operator designates from time to time.

ARTICLE 2: OWNERPLUS GENERALLY

2.1 Description of the Exchange Program. The Exchange Program is an exchange program which all Owners that are Current may use with respect to any Intervals which such Owners own. Each Use Year, an Owner that chooses to participate in the Exchange Program may relinquish to Exchange Operator such Owner’s Use Rights associated with a particular Interval in exchange for the FlexPoints which Exchange Operator has apportioned to such Use Rights. An Owner may effectuate this relinquishment by contacting Exchange Operator in the manner described in Section 11.3. Upon relinquishment, such Owner may then use those FlexPoints to reserve, use, and occupy an Accommodation in accordance with the Exchange Program Documents. Owners that relinquish their Use Rights in exchange for FlexPoints cannot use such relinquished Use Rights during the Use Year to which the Use Rights apply.

2.2 Participation in the Exchange Program. Participation in the Exchange Program is voluntary, and an Owner’s participation in the Exchange Program during a given Use Year does not obligate that Owner to participate in the Exchange Program during any other Use Year. An Owner that is Delinquent may not participate in the Exchange Program until such Owner becomes Current. There is no annual membership fee associated with the Exchange Program. However, an Owner must pay the applicable Exchange Program Fee (described in Section 6.2 for Affiliated Owners and Section 7.2 for Legacy Owners) each time such Owner chooses to relinquish Use Rights in exchange for FlexPoints. By paying such Exchange Program Fee, each Owner is deemed to have acknowledged, agreed, and covenanted as follows:

2.2.1 Such Owner is at least 21 years old, possesses the legal authority to create a binding obligation, and is Current.

2.2.2 Such Owner has received, read, and agreed to comply with the Exchange Program Documents and will use FlexPoints and the Accommodations in accordance with the same.

2.2.3 All information which such Owner has provided to Exchange Operator is true, current, and complete.

2.2.4 Neither such Owner nor such Owner’s Affiliates (or its or their directors, officers, or agents) is a “blocked person” identified on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control.

2.3 Disclaimers Regarding Exchange Program Participation. Owners should participate in the Exchange Program for their own use and enjoyment, and not as an investment or for financial returns of any kind (including through resale, rental, or tax purposes). Participating Resorts need not be subject to any common declaration, timeshare program, or other governing document, and Exchange Operator may change or remove any Accommodation or Participating Resort from the Exchange Program from time to time and for any reason, or may similarly restrict the amount of Participating Resorts available to either or both Affiliated Owners and Legacy Owners. Furthermore, participation in the Exchange Program:

2.3.1 Does not constitute an interest (equity or otherwise) in Exchange Operator or Exchange Operator’s Affiliates.

2.3.2 Does not grant to any Owner any voting, proprietary, beneficial, or other rights in or to the Exchange Program or Exchange Operator.

2.3.3 Does not permit any Owner to acquire any additional or other Interval or an interest in any Accommodation or Participating Resort.

2.3.4 Does not constitute the leasing, letting, or granting of a license to use any Accommodation.

2.3.5 Does not grant the right to use any Accommodation or Participating Resort on a recurring basis.

ARTICLE 3: FLEXPOINTS

3.1 FlexPoints Generally. To ensure the smooth functioning of the Exchange Program, Exchange Operator shall unilaterally determine from time to time the number of FlexPoints associated with any given Use Rights, Accommodations, or Participating Resorts based on the Evaluation Factors. FlexPoints have no cash value. Upon an Owner’s payment of the applicable Exchange Program Fee in connection with the relinquish of such Owner’s Use Rights, Exchange Operator will load the associated FlexPoints to such Owner’s FlexPoints Account. Owners may relinquish the Use Rights associated with the current Use Year for a given Interval in exchange for FlexPoints (paying the applicable Exchange Program Fee for each such relinquishment). An Owner’s choice to relinquish Use Rights in exchange for FlexPoints must be made at least 14 days before the check-in date associated with such Use Rights. Owners remain responsible for all Annual Fees and other payments associated with the Interval for which the Use Rights are relinquished. Owners may review the number of FlexPoints they own at any given time by logging into the Website. Owners which own Intervals at both an Affiliated Resort and a Legacy Resort may combine the FlexPoints obtained from relinquishing the Use Rights for such Intervals to make a reservation.

3.2 Purchasing Additional FlexPoints. Owners may purchase additional FlexPoints from Exchange Operator at a cost of $0.025 per FlexPoint. Owners must have already relinquished their Use Rights in exchange for FlexPoints before being eligible to purchase additional FlexPoints. The amount of FlexPoints an Owner may purchase for a particular reservation is the difference between the FlexPoints owned and the FlexPoints required for the desired reservation. Notwithstanding the foregoing, an Owner may only purchase a maximum of 50,000 FlexPoints at a given time and for a particular reservation.

3.3 Expiration of FlexPoints. FlexPoints which an Owner receives upon relinquishment of Use Rights expire 2 years after the date upon which the associated FlexPoints are loaded to such Owner’s FlexPoints Account. FlexPoints which Owners purchase in accordance with Section 3.2 expire 2 years after the date of purchase.

3.4 Transfer of FlexPoints. The individual Owner who contacts Exchange Operator to relinquish Use Rights in exchange for FlexPoints will receive the FlexPoints in such Owner’s FlexPoints Account. This Owner may transfer these FlexPoints to a co-Owner or to the Owner of a different Interval by contacting Exchange Operator in the manner described in Section 11.3. All transferred FlexPoints retain their original expiration date as described in Section 3.3.

3.5 FlexPoints Adjustments. From time to time, Exchange Operator may review the amount of FlexPoints which are apportioned to relinquished Use Rights or to reservations made in Accommodations. In connection with such review, Exchange Operator may adjust (on either a temporary or a long-term basis) the amount of such apportioned FlexPoints to address patterns of higher or lower demand or other matters reflected in the Evaluation Factors. Such adjustments will be reflected in the FlexPoints Chart. Exchange Operator is not required to offset an increase or decrease of FlexPoints amounts with respect to some Use Rights, Accommodations, or Participating Resorts with a commensurate decrease or increase of FlexPoints amounts with respect to others.

ARTICLE 4: RESERVATION POLICIES

4.1 Reservations Generally. Owners may request reservations using FlexPoints by contacting Exchange Operator in the manner described in Section 11.3. The number of FlexPoints required for the requested reservation is found in the FlexPoints Chart. All reservations made using FlexPoints are fulfilled on a first-come, first-served, space-available basis and are subject to all restrictions in the Exchange Program Documents and the governing documents for the applicable Participating Resort (including all restrictions relating to modification or cancellation of reservations). Thus, fewer options to make a particular reservation will be available the longer an Owner takes to make a request. Accordingly, Exchange Operator does not guarantee that any given request will be fulfilled and is not liable for unfulfilled requests. Owners may make as many reservations as their allocation of FlexPoints allows. The minimum length of time for which an Owner may reserve an Accommodation is overnight (i.e., 2 days and 1 night). The maximum length of time for which an Owner may reserve an Accommodation depends on the amount of FlexPoints an Owner owns (but in no event may an Owner reserve a single Accommodation for more than 29 consecutive nights).

4.2 Restrictions Regarding Reservations. The confirmation for a reservation made using FlexPoints is issued in the name of the Owner making the reservation. Owners may only use an Accommodation reserved using FlexPoints for their and their Guests’ own personal and noncommercial use. Owners may not sell or rent a reserved Accommodation (regardless of whether purchasers or renters are solicited telephonically or through print or online media). An Owner’s failure to use an Accommodation reserved using FlexPoints will not entitle that Owner to receive a refund of the associated FlexPoints.

4.3 Reservation Windows. Exchange Operator shall determine from time to time the outside date for which a reservation request may be made for a given Accommodation. Such outside date may be dependent on the governing documents for the applicable Participating Resort. Owners may make a reservation request up to and including the check-in date for a given Accommodation (although all such reservations are first-come, first-served, and space-available, as described in Section 4.1).

4.4 Modification of Reservation. At any time before check-in, Owners may request a modification to a reservation by contacting Exchange Operator in the manner described in Section 11.3. However, Exchange Operator makes no guarantee that the requested modification can be accommodated and is not liable for unmodified reservations.

4.5 Cancellation of Reservation. Owners may cancel a reservation by contacting Exchange Operator in the manner described in Section 11.3. Depending on when the reservation was cancelled, Owners may receive a refund of none, some, or all of the FlexPoints used to make the reservation. Owners will also receive a refund of the cleaning fee but not of the Exchange Program Fee paid in order to obtain the FlexPoints used to make the reservation. These refunds are shown in the table below. Notwithstanding the foregoing, if the Participating Resort cancels a reservation for causes outside of an Owner’s control, then the affected Owner shall receive a refund of all of the FlexPoints used to make such reservation.

Cancellation Before Check-in Exchange Program Fee Cleaning Fee Refund of FlexPoints
15 days or more Non-Refundable Refundable 100%
1-14 days Non-Refundable Refundable 0%

4.6 Late Arrivals and No-Shows. If an Owner has not checked in to the Participating Resort within 24 hours of the original check-in date and has not notified the Participating Resort that the Owner intends to check in late, then the Participating Resort may cancel such Owner’s reservation. Upon such cancellation the applicable Owner will not receive a refund of the FlexPoints used to make the reservation.

ARTICLE 5: WITHDRAWAL OR TERMINATION

5.1 Withdrawal of Accommodations. Exchange Operator may temporarily or permanently withdraw one or more Accommodations or Participating Resorts from availability in the Exchange Program upon any of the following:

5.1.1 Destruction or condemnation of the respective Participating Resort or Accommodation to a degree which renders such Participating Resort or Accommodation unsuitable for Owner use.

5.1.2 The termination of all or a portion of the respective Participating Resort pursuant to a vote by the respective Association, or the expiration or termination of the respective Participating Resort’s term or legal existence.

5.1.3 Any other circumstance which may cause the respective Participating Resort or Accommodation therein to become unavailable or unsuitable for Owner use (including a disease, epidemic, pandemic, natural disaster, planned or unplanned property repair, civil unrest, or terrorist attack or the threat thereof).

5.2 Effect of Withdrawal. Upon the withdrawal of an Accommodation or Participating Resort from availability in the Exchange Program, Exchange Operator may do any of the following:

5.2.1 Use commercially reasonable efforts to make available alternative Accommodations for Owners whose reservations must be cancelled. However, Exchange Operator is under no obligation to satisfy any specific request or reimburse Owners for costs associated with such modified reservations.

5.2.2 Return to the affected Owner any FlexPoints used to make a reservation in or at the withdrawn Accommodation or Participating Resort.

5.2.3 Take such other actions as Exchange Operator deems to be necessary, proper, or desirable to address such withdrawal and its impact on the Exchange Program and the affected Owners.

5.3 Termination of the Exchange Program. Upon the termination of the Exchange Program for any reason:

5.3.1 No Owner has any right to any of the assets of the Exchange Program, Exchange Operator, or any of Exchange Operator’s Affiliates.

5.3.2 No Owner will receive any refund of any fees unless required by Applicable Law.

ARTICLE 6: OWNERPLUS RESERVATIONS AND FEES

6.1 Reservations for Affiliated Owners . Affiliated Owners may use the FlexPoints obtained from relinquishing the Use Rights associated with an Interval for a reservation in any Affiliated Resort (except that FlexPoints obtained from relinquishing Use Rights in Hotel de la Monnaie may not be used to make reservations at Hotel de la Monnaie).

6.2 OwnerPLUS Fees. As described in Section 2.2, an Affiliated Owner must pay the OwnerPLUS Fee to Exchange Operator each time such Affiliated Owner relinquishes Use Rights in exchange for FlexPoints. The OwnerPLUS Fee is nonrefundable. Exchange Operator may require that Affiliated Owners which relinquish Use Rights for more than one Interval pay the OwnerPLUS Fee for each such Interval. If there are multiple Affiliated Owners associated with the Interval for which Use Rights are relinquished, then Exchange Operator shall charge the OwnerPLUS Fee to the specific Affiliated Owner who contacted Exchange Operator for such relinquishment.

6.3 Cleaning Fees. Except with respect to Meadow Lake Resort, Affiliated Owners must pay a cleaning fee of $50 at the time of making a reservation (regardless of Accommodation size). The cleaning fee at Meadow Lake Resort is based on Accommodation size as follows: the cleaning fee for a studio Accommodation is $50; the cleaning fee for a one-bedroom Accommodation is $75; and the cleaning fee for a three-bedroom Accommodation is $150.

ARTICLE 7: INTERNAL EXCHANGE PREVIEW RESERVATIONS AND FEES

7.1 Reservations for Legacy Owners. Legacy Owners may use the FlexPoints obtained from relinquishing the Use Rights associated with an Interval for a reservation in any Legacy Resort.

7.2 Internal Exchange Preview Fees. As described in Section 2.2, a Legacy Owner must pay the Internal Exchange Preview Fee to Exchange Operator each time such Legacy Owner relinquishes Use Rights in exchange for FlexPoints. The Internal Exchange Preview Fee is nonrefundable. Exchange Operator may require that Legacy Owners which relinquish Use Rights for more than one Interval pay the Internal Exchange Preview Fee for each such Interval. If there are multiple Owners associated with the Interval for which Use Rights are relinquished, then Exchange Operator shall charge the Internal Exchange Preview Fee to the specific Owner who contacted Exchange Operator for such relinquishment. Notwithstanding the foregoing (and as permitted in Section 8.2), the Internal Exchange Preview Fee for Legacy Owners is currently waived.

7.3 Cleaning Fees. Legacy Owners must pay a cleaning fee at the time of making a reservation. This cleaning fee varies based on the Legacy Resort and ranges from $20 to $70 per reservation.

ARTICLE 8: FEES GENERALLY

8.1 Ancillary Fees. In addition to the Exchange Program Fees and cleaning fees described in Article 6 and Article 7, Exchange Operator may also charge ancillary fees to Owners from time to time for participation in the Exchange Program. Such ancillary fees may be similar or dissimilar for Affiliated Owners and Legacy Owners. Exchange Operator may establish and modify the amount, terms, and basis of such ancillary fees, which may cover any expenses associated with the operation of the Exchange Program which other fees do not address. Such expenses may include:

8.1.1 Administrative, enforcement, and related costs either requested by an Owner or resulting from the action or inaction of an Owner, including costs associated with a violation by an Owner or an Owner’s Guests of these Rules (including the use restrictions set forth in Section 9.2) or the other Exchange Program Documents.

8.1.2 Damage or decrease in value which an Owner causes to an Accommodation reserved using FlexPoints.

8.1.3 Costs associated with requests for stays, cancellation or modification of reservations, late arrivals, no-shows, and the like.

8.1.4 Any other expense which Exchange Operator determines should constitute an ancillary fee.

8.2 Changing, Waiving, or Collecting Fees. Exchange Operator may change, waive, or reinstate either or both the Internal Exchange Preview Fee or the OwnerPLUS Fee (including waiving one such Exchange Program Fee and continuing the other Exchange Program Fee), or any other fee described in the Exchange Program Documents from time to time and for any reason. Exchange Operator may provide notice of any modified, waived, or reinstated Exchange Program Fee to Owners at the time that such Owners relinquish Use Rights in exchange for FlexPoints. Unless otherwise stated in the FlexPoints Chart, the amount of FlexPoints stated in the FlexPoints Chart for a given Accommodation includes all taxes and fees associated with the reservation. There is currently no additional fee for a Guest to use a reserved Accommodation. Each Owner agrees that Exchange Operator may charge such Owner’s debit or credit card on file for the Exchange Program Fee or any other fee described in the Exchange Program Documents.

ARTICLE 9: USE RESTRICTIONS

9.1 Compliance with Rules. Each Owner who uses an Accommodation reserved with FlexPoints shall comply with the governing documents for the applicable Participating Resort (including all requirements regarding maximum occupancy, check-in procedures, reservation windows, minimum night stays, holdovers, inspections, alterations, waste and nuisances, animals, and the like). Each Owner hereby acknowledges that time is of the essence with respect to such compliance.

9.2 Use Restrictions. Furthermore, Owners shall use Accommodations reserved with FlexPoints in accordance with the following specific restrictions:

9.2.1 Owners are responsible for their and their Guests’ actions during use of an Accommodation. Guests may use a reservation without an Owner present but both the Guests and Owner are liable for such use.

9.2.2 No Owner may engage in any injurious, offensive, or illegal activity on, in, or upon any part of an Accommodation.

9.2.3 No Owner may conduct any activity or place any improvement upon or in an Accommodation which is or may become unsafe or hazardous to other Persons.

9.2.4 No Owner may post any signs or distribute any literature, leaflets, or fliers on or in any part of an Accommodation.

9.2.5 No animals of any kind may be kept or allowed to remain in an Accommodation unless expressly permitted by the governing documents for the applicable Participating Resort (other than service animals permitted under Applicable Law).

9.2.6 No Owner may commit waste, make or permit to be made any alteration, improvement, or addition to any Accommodation (including change any locks), or do to or keep anything in an Accommodation which would be in violation of Applicable Law.

9.2.7 No Owner may occupy an Accommodation unless such Owner is Current.

9.2.8 Except as expressly permitted by Applicable Law or the rules of the Participating Resort, smoking (including vaping or e-cigarettes) is prohibited except in designated areas.

ARTICLE 10: SUSPENSION OF EXCHANGE PROGRAM PARTICIPATION

10.1 Suspension Generally. Exchange Operator may suspend some or all of an Owner’s rights to participate in the Exchange Program upon any of the following:

10.1.1 An Owner’s violation of the Exchange Program Documents (including failure to pay any applicable fees).

10.1.2 Failure of an Owner to timely pay Annual Fees or any mortgage, security agreement, or purchase contract obligations associated with such Owner’s Interval.

10.1.3 Exchange Operator determines that an Owner has engaged in injurious, offensive, or illegal activity on, in, or upon any part of an Accommodation or Participating Resort (including making threats or verbally abusing others),or is otherwise in violation of the rules of any Participating Resort.

10.1.4 Such other reason as Exchange Operator determines to be in the best interest of the Exchange Program or the other Owners participating in the Exchange Program.

10.2 Effects of Suspension. During a suspension:

10.2.1 The suspended Owner may not relinquish Use Rights in exchange for FlexPoints or purchase additional FlexPoints.

10.2.2 The suspended Owner may not request reservations at or stay in Accommodations reserved using FlexPoints or otherwise use FlexPoints for any purpose (and Exchange Operator may cancel any requests or reservations previously made by such Owner).

10.2.3 Exchange Operator may lift the suspension of a suspended Owner upon such Owner’s full correction of the Owner’s violation, failure to timely pay, or other activity which gave rise to the suspension. Exchange Operator may also require the suspended Owner to pay a reinstatement fee before reinstatement.

ARTICLE 11: COMMUNICATIONS

11.1 Communications Generally. Unless otherwise required by Applicable Law, Exchange Operator may provide all Communications to Owners electronically. If Applicable Law requires that a Communication be provided in paper form, then Exchange Operator reserves the right to deliver such Communication electronically upon an Owner’s consent to electronic delivery (or to deliver such Communication in paper form if Exchange Operator so chooses, in Exchange Operator’s discretion). Communications may be delivered electronically either to an Owner’s email address on file with Exchange Operator or posted to the Website. Communications shall have the same binding effect, whether sent electronically or in paper form.

11.2 Emails Between Owners and Exchange Operator. By participating in OwnerPLUS, each Owner agrees to provide to Exchange Operator a current, valid email address and to provide to Exchange Operator as needed any new or updated email address. Exchange Operator shall deem notice (or delivery of another Communication) to the email address which an Owner has most recently provided to Exchange Operator as sufficient notice (or sufficient delivery of another Communication). Exchange Operator is not liable to any Owner for the failure to receive an email which Owner has sent (or attempted to send) to Exchange Operator, and OwnerPLUS has no duty to investigate or confirm the validity of any email which Exchange Operator receives from an Owner (although OwnerPLUS reserves the right to require authentication of any emails received). If Owner has given Exchange Operator written consent to communicate with such Owner by telephone or SMS, then Exchange Operator may do so until such Owner notifies Exchange Operator to the contrary.

11.3 Contacting Exchange Operator for Services. Owners may contact Exchange Operator for any services relating to the Exchange Program through the following methods:

11.3.1 Via the Website.

11.3.2 Calling +1 (888) 629-9593 (for services relating to Internal Exchange Preview, Legacy Owners, or Legacy Resorts).

11.3.3 Calling +1 (855) 859-6983 (for services relating to OwnerPLUS, Affiliated Owners, or Affiliated Resorts).

11.4 Legal Notices to Exchange Operator. All legal notices given by an Owner to Exchange Operator shall be delivered by express overnight courier service to the address set forth below, and shall be deemed duly given on the first business day following the date of dispatch.

If to Exchange Operator, to:

Vacatia Exchange, LLC
2626 East Oakland Park Boulevard
Fort Lauderdale, Florida 33306
Attn: Frank Utset

ARTICLE 12: GENERAL PROVISIONS

12.1 Interpretation. The terms of these Rules shall be interpreted liberally to effectuate the purposes hereof. Furthermore, unless otherwise stated:

12.1.1 Words like “hereof”, “hereunder”, and “herein” refer to all of the Rules, not just a specific section or part.

12.1.2 The titles and headings are provided for convenience only. They are not part of these Rules and do not change any meaning or scope.

12.1.3 The word “including”, when following any general statement, term, or matter, does not limit that statement, term, or matter to the specific items listed immediately after it. Rather, the term should be understood to include all other items or matters that could reasonably fall within the broadest possible scope of that general statement, term, or matter.

12.2 No Recording of Rules. These Rules may not be recorded in the public records of any jurisdiction providing for the recordation of documents.

12.3 Exchange Operator’s Discretion and Use of Use Rights. Unless expressly stated otherwise herein, all actions, decisions, undertakings, or policies set forth herein shall be determined, effectuated, and decided in Exchange Operator’s sole and subjective discretion, which allows Exchange Operator to unilaterally and without the consent of any other Person take any action in whatever manner and under whatever timeframe Exchange Operator deems appropriate, necessary, desirable, or advisable, or to not take such action. Furthermore, Exchange Operator may act through its officers, employees, and authorized agents and representatives regarding the operation and management of the Exchange Program. Furthermore, Exchange Operator (and Exchange Operator’s Affiliates) may use any and all Use Rights which Exchange Operator receives in connection with Owners’ relinquishment of the same for any purpose whatsoever.

12.4 Governing Law. These Rules and all matters arising hereunder or otherwise associated with the Exchange Program will be governed by and construed in accordance with the laws of Clark County, Nevada without regard to its choice of law rules. By participating in the Exchange Program, each Owner agrees that the laws of Clark County, Nevada are deemed the proper and binding law hereof and irrevocably waives all objections to jurisdiction or venue in any other judicial or non-judicial forum. This Section shall survive expiration or termination of these Rules or of the Exchange Program generally.

12.5 Amendment. Exchange Operator may unilaterally amend all or any portion of these Rules or the other Exchange Program Documents from time to time for any purpose which Exchange Operator deems to be in furtherance of the growth, operation, management, maintenance, or improvement of the Exchange Program. Such amendment will be effective and binding upon all Owners participating in the Exchange Program immediately upon the posting of such amendment to the Website, the email by Exchange Operator of the amendment to such Owners, or such other manner of distribution which Exchange Operator deems appropriate under the given circumstances. Any amendments to the FlexPoints Chart will apply only to Use Rights relinquished in exchange for FlexPoints (or reservations made using FlexPoints) after the amendment is effective.

12.6 Inadvertent Excessive Charges. If an Applicable Law which sets maximum fees or charges is finally interpreted so that any fees collected or to be collected under the Exchange Program Documents exceed the permitted limits, then Exchange Operator may determine that:

12.6.1 Any such fees will automatically be reduced to the maximum permitted limit, and as though these Rules originally provided for the reduced fees.

12.6.2 Any sums already collected from an Owner which exceeded permitted limits will be credited or refunded to such Owner.

12.7 Assumption of Liability. By using and occupying an Accommodation reserved with FlexPoints or otherwise participating in the Exchange Program, each Owner agrees to assume all risks of loss or damage to person or property in using such Accommodation or the associated Participating Resort (except as otherwise may be required by Applicable Law). Furthermore, Exchange Operator shall not be liable for injury or damage caused by any latent condition existing in or at any Accommodation or the associated Participating Resort.

12.8 Limitation of Liability. The Released Parties are not liable to any Owner for any of the following (and Exchange Operator’s maximum liability to an Owner for any reason whatsoever shall be the total of any Exchange Program Fees and other fees paid by the Owner to Exchange Operator for the calendar year in which the loss occurred):

12.8.1 Any consequential, indirect, incidental, special, exemplary, or punitive damages arising out of, relating to, or in connection with the Exchange Program, the Exchange Program Documents, or the use of an Accommodation reserved with FlexPoints under any legal theory including breach of contract or negligence (including consequential damages relating to the cancellation of any FlexPoints reservation by Exchange Operator).

12.8.2 Any personal or bodily injury, damage, accident, loss or theft of personal property that occurs in connection with an Owner’s use and occupancy of an Accommodation reserved with FlexPoints (unless caused by the gross negligence or willful misconduct of a Released Party).

12.8.3 Any damages, losses, penalties, expenses, or costs resulting from any act or omission of any other Person providing products or services in connection with the Exchange Program.

12.9 Indemnification. By using and occupying an Accommodation reserved with FlexPoints or by otherwise participating in the Exchange Program, each Owner (on behalf of such Owner and such Owner’s family members and Guests) agrees to hold harmless, release, defend, and indemnify each Released Party from any and all Claims asserted, threatened, arising from, related to, or in connection with the following (and agrees that Exchange Operator may assume the exclusive defense of such Claim at such Owner’s sole expense), except to the extent that such Claim is caused by a Released Party’s gross negligence, willful misconduct, or fraud:

12.9.1 Any injury or death to Persons in an Accommodation or at a Participating Resort caused by the actions or inactions of an Owner or such Owner’s Guests.

12.9.2 Any fraud committed by an Owner or that Owner’s Guests with respect to the Exchange Program.

12.9.3 Any damage to an Accommodation or Participating Resort caused by an Owner or such Owner’s Guests.

12.9.4 Any violation of Applicable Law or the rights of a third party by an Owner or such Owner’s Guests with respect to the Exchange Program.

12.9.5 The unauthorized use of an Accommodation reserved using FlexPoints by any third party caused or permitted by an Owner or such Owner’s Guests.

12.9.6 The violation of the Exchange Program Documents by an Owner or such Owner’s Guests.

12.10 Arbitration. Any Claim between an Owner and Exchange Operator arising from or relating to the Exchange Program Documents or the Exchange Program generally (including any reservation, use, or occupancy of an Accommodation reserved using FlexPoints) may, at the election of either the Owner or Exchange Operator, be submitted to binding arbitration on an individual (not class or multi-party) basis before JAMS (www.jamsadr.com, 1-800-352-5267) pursuant to its Streamlined Rules. If JAMS cannot serve and the parties cannot agree on a substitute, the American Arbitration Association (“AAA,” www.adr.org) shall serve as the arbitration administrator for the Claim. If the AAA cannot serve, a court with jurisdiction shall select the arbitration administrator or arbitrator. The arbitration hearing shall take place in Clark County, Nevada, unless the participating parties mutually agree to another suitable location. This arbitration provision is governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq. To the extent state law applies, the arbitrator shall apply the law of the State of Nevada if consistent with the FAA. The arbitrator shall be authorized to award interest, attorney’s fees and expenses, and individual injunctive relief if permitted by Applicable Law or the Exchange Program Documents. Judgment upon the arbitrator’s award may be entered in any court having jurisdiction. The parties waive any right (a) to a trial by jury, (b) to participate in a class action, private attorney general or other representative action in court or in arbitration; or (c) to join or consolidate a claim with claims of any other person. This arbitration provision shall survive expiration or termination of these Rules or of the Exchange Program generally.

12.11 Severability. The provisions hereof are deemed to be independent and several, and the invalidity or partial invalidity or unenforceability of any one provision does not affect the validity or enforceability of any other provision hereof.

12.12 No Waiver; Cumulative Remedies. No provision of these Rules shall be deemed abrogated or waived by reason of any failure by Exchange Operator to enforce the same (irrespective of the number or severity of violations or breaches thereof which may occur). Failure to enforce any violation or breach of these Rules shall not give rise to any liability on the part of Exchange Operator with respect to any Persons aggrieved by such failure. An election to pursue one remedy does not preclude the right to pursue other remedies against the same offending Owner. All of the remedies granted herein are cumulative, and the exercise of one remedy shall not impair the right to exercise any other remedy. Exchange Operator shall not be limited to the remedies set forth herein and may invoke any other or additional remedy provided for or allowed by Applicable Law. Notwithstanding the foregoing, Exchange Operator may waive or suspend any of these Rules on a case-by-case basis in the actual operation and management of the Exchange Program with respect to any Owner.

12.13 Binding Effect. The provisions of these Rules are binding upon all Owners that participate in the Exchange Program and shall be for the benefit of Exchange Operator and each Owner.

12.14 Successors or Assigns. Any reference herein to Exchange Operator or an Owner shall include any respective successors or assignees.

12.15 Power of Attorney. Exchange Operator is the only Person that may exercise the rights and powers set forth herein relating to Exchange Operator or the Exchange Program generally. No Owner may contract for or otherwise bind Exchange Operator, the Exchange Program, or any other Owner to any matter concerning the same. To the extent that the joinder of the Owners may be required to validate or effectuate any act or action done by Exchange Operator pursuant to these rights and powers, then each Owner hereby grants to Exchange Operator a special power of attorney for such purposes, coupled with an irrevocable interest.

12.16 Exchange Program Purpose; Performances Hereunder. The Exchange Program is not a legal entity, Resort, Association, or other Person of any kind, and the primary purpose of the Exchange Program is not the right to purchase or receive goods or services in the future. Rather, the Exchange Program is the service name given to the exchange and reservation services and benefits which Exchange Operator offers. Exchange Operator’s authorized agents, representatives, vendors, successors, or assigns may perform Exchange Operator’s obligations and exercise its rights hereunder.

Exhibit 1: Affiliated Resorts

  1. Cold Spring Resort 460 N Ashland Road Ashland, NH 03217

  2. Crown Resorts at Silverwoods Treasure Lake 1372 Old 255 Road DuBois, PA 15801

  3. Emerald Seas 660 NE 21 Ave Deerfield Beach, FL 33441

  4. Enchanted Isle 1601 S Surf Road Hollywood, FL 33019

  5. Fantasy Island Resort 3205 S Atlantic Ave Daytona Beach Shores, FL 32118

  6. Fort Lauderdale Beach Resort 909 Breakers Ave Fort Lauderdale, FL 33304

  7. Gold Point Resort 53 View Lane Breckenridge, CO 80424

  8. Hotel de la Monnaie 405 Esplanade Ave New Orleans, LA 70116

  9. Lehigh Resort Club 231 Joel Blvd Lehigh Acres, FL 33936

  10. Meadow Lake Resort 100 Saint Andrews Drive Columbia Fall, MT 59912

  11. Neptune House 64 Connecticut Ave Block Island, RI 02807

  12. Ocean Key Resort 424 Atlantic Ave Virginia Beach, VA 23451

  13. Ocean Sands Resort 2207 Atlantic Ave Virginia Beach, VA 23451

  14. Reef at Marathon 6800 Overseas Highway Marathon, FL 33050

  15. Scottsdale Camelback Resort 6302 E Camelback Road Scottsdale, AZ 85251

Exhibit 2: Legacy Resorts

  1. Berkshire Mountain Lodge 8 Dan Fox Drive Pittsfield, MA 01201

  2. Canada House Beach Club 1704 North Ocean Boulevard Pompano Beach, FL 33062

  3. Grandview at Las Vegas 9940 Las Vegas Boulevard South Las Vegas, NV 89183

  4. Mizner Place at Weston Town Center 1775 Bonaventure Boulevard Weston, FL 33326

  5. Palm Beach Shores Resort & Vacation Villas 181 S Ocean Avenue Palm Beach Shores, FL 33404

  6. Patriots Inn 1420 Richmond Road Williamsburg, VA 23185

  7. Silver Seas Beach Club 101 N. Fort Lauderdale Beach Blvd. Fort Lauderdale, FL 33304

  8. Surfsider 1443 South Ocean Boulevard Pompano Beach, FL 33062

  9. The Berkley, Las Vegas 8280 Dean Martin Dr. Las Vegas, NV 89139

  10. The Berkley, Orlando 8545 West Irlo Bronson Memorial Hwy. Kissimmee, FL 34747

  11. The Cliffs at Peace Canyon 4550 S Grand Canyon Dr Las Vegas, NV 89147

  12. The Colonies at Williamsburg 5380 Olde Towne Road Williamsburg, VA 23188

  13. Vacation Village at Bonaventure 16401 Racquet Club Rd Weston, FL 33326

  14. Vacation Village at Parkway 2975 Arabian Nights Boulevard Kissimmee, FL 34747

  15. Vacation Village at Weston 16461 Racquet Club Road Weston, FL 33326

  16. Vacation Village at Williamsburg 4870 Longhill Road Williamsburg, VA 23188

  17. Vacation Village in the Berkshires 276 Brodie Mountain Road Hancock, MA 01237