GROUP CHANNEL AGREEMENT

General Terms

These General Terms, and the Group Channel Agreement Specific Terms (“Specific Terms“), each hereby made a part hereof (collectively, this “Agreement”), is entered into by and between the Hilton entity set forth on the Specific Terms (“Hilton”) and the entity set forth on the signature page of the Specific Terms (“Company“).

 

This Agreement sets out the terms and conditions by which Company shall provide Company’s services to Hilton and the Hotels, including without limitation, providing for the protection of the Hilton Intellectual Property (as defined below).

  1. No Partnership; Independent Contractor Status

1.1       This Agreement shall not operate so as to create a partnership or joint venture of any kind between the parties.  This Agreement does not create any legal relationship of principal buyer or seller.  In Company’s capacity as an independent contractor, Company is assisting the Hotel by helping the Hotel to sell the Hotel’s rooms and only in the manner described in this Agreement.

1.2       Since Company is an independent contractor, the parties do not anticipate any tax implications or tax consequences that could possibly otherwise arise out a different characterization of Company’s status.  Accordingly, Company acknowledges and agrees that this Agreement does not otherwise permit Company to sell or re-sell any rooms in Hotels in any way, or to display any other information about Hilton or its owned, managed, leased, licensed and/or franchised Hotels, including without limitation Room Prices or terms of distribution.

 

  1. Sourcing Hilton Content; Distribution Affiliates; Non-Transferable Hotel Information.

2.1       Sourcing. During the Term, Company (a) will source Hilton Content directly from Hilton and Hilton’s approved service providers, as contemplated in this Agreement, and not from any other sources, and (b) will not display Hilton Content obtained from other sources on the Channel System.

2.2       Company understands and agrees that from time to time during the term of this Agreement, Hilton may provide Company with a written notice advising Company to cease from making Hilton Content, including the Hotels’ Room Prices and rooms available to certain third party distributors that Hilton has identified as being noncompliant with Hilton’s policies or otherwise objectionable.  No later than five (5) business days following Company’s receipt of any such notice, Company and all of its Distribution Affiliates (as defined below) must effectively cease making Hilton Content including the Hotels’ Room Prices and rooms available to all such identified third party distributors until such time that Hilton otherwise instructs Company in writing.

2.3       Due Diligence. Prior to providing Hilton Content, either directly or indirectly, to an Affiliate, subcontractor or distributor (a “Distribution Affiliate”), Company shall conduct appropriate due diligence in selecting such Distribution Affiliate to perform the applicable Channel Services for Hilton and/or the Hotels. Company is only authorized to provide Hilton Content (including rates for meeting space, Room Prices, or meeting space inventory or sleeping rooms provided to Company hereunder) to Company’s Distribution Affiliates, and then only in the manner as shall be prescribed in this Agreement.

2.4       Rights and Obligations.  Company further acknowledges and agrees that Company is solely responsible for ensuring full compliance with Company’s obligations under this Agreement by Company’s by its Distribution Affiliates.   The Hilton Content and this Agreement are otherwise non-transferable and non-assignable. To that end, and prior to Company using any Distribution Affiliate to provide services for Hilton and/or the Hotels, Company and such Distribution Affiliate shall enter into an agreement (each, an “Affiliate Agreement”), which Affiliate Agreement shall contain terms and conditions substantially similar to the terms and conditions of this Agreement as such terms and conditions relate to the obligations of Company under this Agreement (including, without limitation, a restriction on the Distribution Affiliate’s right to provide products, inventory and other Hilton Content to any of its own Affiliates, subcontractors or distributors).  Each Distribution Affiliate must perform the services in accordance with industry standards and best practices and in compliance with all applicable laws.  For the avoidance of doubt, if this Agreement terminates for any reason, Company agrees that all rights of Distribution Affiliates under Affiliate Agreements that pertain to the services to be provided for Hilton and/or the Hotels under this Agreement will automatically terminate.

2.5       Distribution Affiliate Transparency. When requested by Hilton or a Hotel (as applicable), Company will provide a report identifying each Distribution Affiliate to which Company has provided Hilton Content during the requested time period.

2.6       Responsibility and Oversight. Company shall supervise the activities and performance by the Distribution Affiliates of any services for Hilton or the Hotels and shall be liable for any act or failure to act by the Distribution Affiliates in accordance with the terms and conditions of this Agreement to the same extent as applicable to Company.  Company acknowledges and agrees that Company is solely responsible for ensuring the quality of the services performed by such Distribution Affiliate, and its Distribution Affiliates’ full compliance with the terms and conditions of this Agreement to the same extent as applicable to Company.  In addition to Hilton and the Hotels’ other remedies as provided herein or pursuant to applicable law, if Hilton determines that the performance or conduct of any Distribution Affiliate is unsatisfactory or not in accordance with the terms of this Agreement to the same extent as applicable to Company for any reason, Hilton and the Hotels shall have the right to (a) withhold any compensation due to Company for or in connection with such Distribution Affiliate(s), (b) assess fines to Company as set forth below, or (c) terminate this Agreement upon written notice to Company if Company fails to take prompt and necessary actions to remedy the performance or conduct of such Distribution Affiliate.

If Hilton determines that Company is engaged in onward distribution of Hilton Content to a Distribution Affiliate that either is on “do not distribute to” written list (as described in Section 2.7 below) or is not on an approved list of distributors as maintained by Hilton, or if Hilton determines that Company is distributing Hilton Content in a manner that is not consistent with the terms and conditions of this Agreement, and without prejudice to Hilton’s other rights and remedies available elsewhere in the Agreement, Hilton may invoke the following violation escalation process:

Violation 1 – Written notice of violation from Hilton to Company (email notification is sufficient) providing Company with the opportunity to cure or correct the stated violation within 48 business hours of receipt of notice.  A fine of USD$1,000 will be assessed for every business day that it takes Company to cure or correct the violation after the initial 48 business hours deadline.

Violation 2 – For a second violation, a fine of USD$5,000 may be assessed by Hilton along with a written notice of violation from Hilton to Company (email notification is sufficient) providing Company with the opportunity to cure or correct the stated violation within 48 business hours of receipt of notice.  A fine of USD$1,000 will be assessed for every business day that it takes Company to cure or correct the violation after the initial 48 business hours deadline.

Violation 3 – For a third violation, a fine of USD$20,000 may be assessed by Hilton along with a written notice of violation from Hilton to Company (email notification is sufficient) providing Company with the opportunity to cure or correct the stated violation within 48 business hours of receipt of notice.  A fine of USD$1,000 will be assessed for every business day that it takes Company to cure or correct the violation after the initial 48 business hours deadline.

After Violation 3, Hilton may elect to suspend the channel partnership for a minimum of 60 days.  If a violation occurs once the suspension has been lifted, Hilton may terminate this Agreement. 

Each violation cycle applies for 365 days from the previous violation.  For example, if Violation 1 occurs in January and an additional violation occurs in December, the December violation would constitute an escalation to Violation 2 and the next violation within 365 days from December would constitute an escalation to Violation 3.

Company agrees to promptly pay all such fines upon receipt of invoice from Hilton.

2.7       Limitations to Onward Distribution. Notwithstanding any other provision contained herein to the contrary, Hilton may, in its sole discretion, at any time and from time to time, require Company (a) to immediately discontinue providing Hilton products, inventory and other Hilton Content to any one or more Distribution Affiliate(s), and (b) to immediately restrict one or more Distribution Affiliates from making available Hilton products, inventory and other Hilton Content through one or more distribution channels.  Company shall cause any Distribution Affiliate that is no longer authorized to make available any Hilton products, inventory or other Hilton Content under this Agreement to immediately cease using Hilton’s Marks, except to the extent that Hilton has directly authorized such Distribution Affiliate to use Hilton’s Marks.  If Company becomes aware of any unauthorized or prohibited actions by any Distribution Affiliate, then Company shall immediately take all steps necessary to prevent such unauthorized actions including, but not limited to, notifying Hilton and the Hotel in writing of such actions, providing all relevant information with regard to such Distribution Affiliate’s actions, and assisting Hilton and the Hotel as reasonably requested in causing such Distribution Affiliate to cease and desist from engaging in such actions. For the avoidance of doubt, nothing contained herein shall prevent Hilton or the Hotels from directly seeking recourse against a Distribution Affiliate with respect to the services provided by, or other actions or omissions of such Distribution Affiliate, and Company shall use commercially reasonable efforts to assist Hilton and the Hotels in enforcing any of their remedies available under applicable law or as provided herein with respect to such Distribution Affiliate.

2.8       Existing Contract with Hilton or a Hotel. If a Distribution Affiliate has an existing distribution agreement with Hilton, a Hilton Affiliate or any Hotel, then Hilton will determine in its sole discretion whether such pre-existing agreement or this Agreement will govern the Distribution Affiliate’s performance of the applicable services.

2.9       For clarity, and except as specifically provided in the Specific Terms, each Hotel shall have the right to determine, in the Hotel’s sole and absolute discretion, the price, inventory and availability of Hotel rooms and rate plans offered to Company.

2.10     Company may not under any circumstances display unauthorized rates, static offline rates, package only rates as room-only rates or Room Prices.

2.11     Connectivity. Company will not introduce and will not permit its employees or contractors to introduce any malware into the API or Hilton’s reservation system.  Company must comply with any and all guidelines, standards and requirements that Hilton publishes from time to time relating to the API.  As between Hilton and Company, Hilton solely and exclusively owns all right, title, and interest in and to the Hilton reservation system and the API.  Company acknowledges that Hilton may update or modify the API from time to time and at Hilton’s sole discretion (in each instance, an “Update”), and may require Company to obtain and use the most recent version(s). Company is required to make any such changes to Company applications that are required for integration as a result of such Update at Company’s sole cost and expense.  Updates may adversely affect how Company applications communicate with the Hilton reservation system.  Company’s continued use of the API following an Update constitutes binding acceptance of the Update.  Hilton may suspend, terminate or revoke at any time, in Hilton’s sole discretion, Company’s right to use the API and the Hilton reservation system, and Company’s other means of access to the Hilton reservation system.

 

  1. Search Results. If Company cannot show any available meeting space and/or rooms that meet a customer’s criteria, Company may not show a message for the Hotel that is reasonably likely to mislead a customer into believing that the Hotel has no meeting space and/or rooms of any kind available if the Hotel does, in fact, continue to have meeting space and/or rooms available for booking. If Company is not provided access to any available meeting space and/or rooms by the Hotel, Company may not, for example, show the Hotel as “sold-out,” “closed-out” or unavailable in a manner that suggests that the Hotel has no meeting space and/or rooms available through any booking channels. To further clarify, if there are no available meeting space and/or rooms that meet the customer’s criteria, Company shall not display the Hotel in the search results.
  1. Communicating Information to Guests. 

4.1       The Hotel agrees to maintain accurate and up-to-date information about the Hotel products submitted to the Company including, by way of example: (i) applicable booking conditions; (ii) cancellation policy; (iii) Hotel facilities, touring, transfers, vans, cars and other operational information; and (iv) anything that affects or will affect the Hotel product in any material way that could be an inconvenience to customers or cause confusion by customers. Examples of this are (without limitation) closure of swimming pools, restaurants or other guest facilities and refurbishment or renovations on or near the Hotel.

4.2       Company acknowledges and agrees that Company will advise prospective customers as part of the terms and conditions for a guest room that: (i) guests are subject to, and accept the Hotel’s terms and conditions prevailing at the time of the booking; and (ii) that the room will not normally be available earlier than 15:00 hrs on the relevant day of the guest’s arrival. Company acknowledges and agrees that Company will advise prospective guests that the room must be vacated no later than noon on the relevant date of the guest’s departure, or such later time as the Hotel may establish. Company acknowledges and agrees that Company shall ensure guests are informed that failure by the guest to do so may incur a late departure charge being applied to the guest’s account, which must be settled by the guest on their departure.

4.3       Company acknowledges and accepts that Company must properly and effectively communicate to the customers all reasonable material information that the Hotel has provided to Company relating to their meeting or stay at the Hotel. Such information shall include, but not be limited to, information about any facilities at the Hotel being unavailable, that building, refurbishment or repair work is taking place at, or near the Hotel, or that other reasons exist why their stay at the Hotel may not be as they anticipated.

4.4       Company will ensure that any Hotel Fees set by the relevant Hotel is always displayed prominently prior to any purchase so as to ensure affirmative, knowing consent to such Hotel Fees prior to purchase. Company is solely and fully responsible for informing all prospective guests about the applicable Hotel Fees. Should any guest object to paying the applicable Hotel Fees by claiming inadequate notice of the applicable Hotel Fees charged by Company at the time of purchase, Company agrees to reimburse the relevant Hotel for such charges upon receipt of invoice and supporting documentation.

For clarity, the Company will display and disclose all mandatory and non-optional fees and charges of Hotels (e.g., resort fees, urban fees) on the Company’s platforms substantially in the same or comparable manner and on the same pages that Hilton is legally required by applicable laws or relevant authorities to display (or, in connection with a government investigation or inquiry, displays) such fees on Hilton’s direct channels. If such display requires the Company to undertake significant modifications to its website, then Hilton and the Company will engage in good faith discussions about the timing and scope of such changes; provided that the timing shall not be longer than Hilton has to comply with any new or changed requirements.

 

  1. Company’s Other Responsibilities. Company shall:

5.1       Perform all of Company’s obligations under this Agreement with reasonable skill, care and diligence, in an efficient, competent and professional manner and in accordance with best industry practice and in compliance with all applicable national and international laws and codes of practice from time to time in force;

5.2       Hold, and ensure that all Company’s distributors and sub-contractors and employees hold, all permits, licenses and authorizations necessary or desirable to enable Company to comply with Company’s obligations under this Agreement; and

5.3       Liaise with Company’s assigned Hilton account manager (if applicable) on a regular basis to review, discuss and monitor Hilton’s satisfaction of Company’s obligations hereunder.

 

  1. Prohibited Actions. Company shall not without Hilton’s and/or the Hotel’s prior written consent:

6.1       Bind (or hold Company  out as being able to bind) Hilton or the Hotel to any contract or create any liability against Hilton or the Hotel nor describe yourself as anything other than an independent contractor of Hilton or the Hotel; and/or

6.2       Make or give any representation, warranty, statement or claim about Hilton or the Hotel or any of the facilities in any Hotel except as and to the extent specifically authorized in writing by Hilton and/or the Hotel (for example, Company is permitted to provide guests with information about the lodging accommodations and related services as provided to Company by the Hotel).

 

  1. Indemnification.

7.1       To the fullest extent permissible by law, Company shall fully indemnify, defend and hold harmless Hilton and the Hotels and each of their respective owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the “Hilton Indemnified Parties”) from and against any losses, liabilities, claims, demands, damages, penalties, costs or expenses (including reasonable attorneys’ fees) (collectively, the “Losses”) awarded against or incurred or paid by Hilton Indemnified Parties in connection with or related to any claim or action brought by a third party (collectively, “Claims”) against the Hilton Indemnified Parties arising out of or related to or connected with this Agreement, but only to the extent caused by:

(i)   a violation or breach of any of the terms or conditions of this Agreement by Company or any of Company’s Affiliates, distributors, subcontractors, agents, servants, licensees, invitees or employees, and any other person claiming by, under or through Company to any extent (“Company’s parties”); or

(ii) the provision of services hereunder by Company or any of Company’s parties;

(iii) the infringement or misappropriation of any patent, copyright, trade secret or other intellectual property or proprietary right of third parties by Company or any of Company’s parties;

(iv) the violation of any applicable laws and regulations, including without limitation, any privacy or data protection law, regulation or requirements by Company or any of Company’s parties; or

(v) the failure of Company or any of Company’s parties to remit applicable Occupancy Taxes or pay Hilton or the Hotels the applicable Occupancy Taxes pursuant to the terms hereof (except as and to the extent the Losses arise directly from the failure of (1) the Hotels to remit Occupancy Taxes on the Hotel Payment to the relevant government authority in due course after having timely received the applicable amounts from Company as provided for under the Specific Terms or (2) the Hotels to provide Company the accurate Occupancy Tax rates).

7.2       Nothing in this Section 7 shall require Company to indemnify the Hilton Indemnified Parties from Losses that have been caused by the negligence or willful misconduct of the Hilton Indemnified Parties or the breach by the Hilton Indemnified Parties of any of the terms or conditions of this Agreement. For the avoidance of doubt, Company is not responsible for, and assumes no liability for, lodging accommodation related services that the Hotel provides or fails to provide to any guest booking through Company’s service.

7.3       To the fullest extent permissible by law, each Hotel shall fully indemnify, defend and hold harmless Company, Company’s Affiliates, officers, employees, agents and contractors (the “Company Indemnified Parties”) from and against any Losses awarded against or incurred or paid by the Company Indemnified Parties in relation to any Claim made against Company Indemnified Parties arising out of, related to, or connected with this Agreement, but only to the extent caused by a violation or breach of any of the terms and conditions of this Agreement by the Hotel, provided, however, that nothing in this Section 16 shall require the Hotel to indemnify the Company Indemnified Parties from Losses that have been caused by the negligence or willful misconduct of the Company Indemnified Parties or the breach by the Company Indemnified Parties of any of the terms or conditions of this Agreement.

7.4       The Hilton Indemnified Parties or the Company Indemnified Parties, as the case may be (the “Indemnified Party”), shall provide prompt notice to the Company, Company’s parties or the Hotel, as the case may be (the “Indemnifying Party”), of any matters with respect to which the indemnification obligations set forth above may apply.  Any failure by the Indemnified Party to provide prompt notice shall not excuse the Indemnifying Party of its indemnification obligations hereunder unless and solely to the extent that a court of competent jurisdiction determines that such failure materially prejudices the Indemnifying Party’s ability to defend or settle any such Claim.  The Indemnified Party may, by written notice to the Indemnifying Party, require the Indemnifying Party, at its expense, to resist such Claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior approval of the Indemnified Party. If the Indemnifying Party assumes control of such action or proceeding as set forth above, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with such action or proceeding and shall have the right to participate in any such defense with its own counsel and at its own expense.  The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party.  If the Indemnifying Party does not assume control of the response and defense of a Claim, then the Indemnified Party shall have the right to assume control of the defense of such Claim at the expense of the Indemnifying Party.

7.5       Except as provided in Section 7.6, neither Company nor Hilton or the Hotels will be liable to the other party or its Affiliates for any incidental, indirect, special, consequential, punitive or exemplary damages or losses of any kind (including lost or anticipated revenues or profits relating to the same) arising from any claim relating to this Agreement or any of the services provided hereunder, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if the parties are advised of the possibility or likelihood of the same.

7.6       The foregoing limitations on damages in Section 7.5 will not apply:  (i) to the extent the liability arises from a party’s willful misconduct or (ii) to the extent that such damages are awarded to a third party in connection with a Claim.

 

  1. Company’s Insurance. Company shall procure and maintain at Company’s expense, during the term of the Agreement, policies of insurance of the types and in amounts no less than the minimum coverage specified below, with insurance companies, and upon terms, reasonably satisfactory to Hilton. Upon request, current certificates of insurance of each and every such policy shall be delivered to Hilton.

8.1       Commercial General Liability (including contractual, products liability and worldwide jurisdiction): USD2,000,000 per occurrence.

8.2       Occupational Injury Insurance as required by law or custom, including statutory Workers’ Compensation insurance.

8.3       Professional Liability Insurance, Errors and Omissions, or equivalent coverage for liability arising out of Company’s activities, in an amount of not less than Five Hundred Thousand US Dollars (USD500,000) per claim, which shall include the coverage for attorney’s fees and investigation. Such policy shall cover claims arising out of negligent errors or omissions during the performance of professional services. The retroactive date of the policy must be shown on the certificate of insurance and must be before the Effective Date of the Agreement as set forth in the Specific Terms.

8.4       The limits of liability required in this Section may be satisfied by a combination of primary, umbrella and/or excess liability insurance policies.

 

  1. Hilton’s and Hotel’s Insurance. Hilton and the Hotel each agree to maintain general liability insurance with limits not less than USD2,000,000 per occurrence, covering liability for personal injury, property damage, liquor liability, and automobile liability, as well as Workers Compensation insurance per applicable laws and Employers Liability insurance. The limits of liability required in this Section may be satisfied by a combination of primary, umbrella and/or excess liability insurance policies. Proof of Hilton’s insurance coverage is satisfied by Hilton’s Memorandum of Insurance which is readily viewable at: http://www.marsh.com/moi?client=0291. Upon request, the Hotel shall make evidence of coverage available to Company. For Hotels that participate in Hilton’s general liability insurance program, proof of such insurance coverage is satisfied by Hilton’s Memorandum of Insurance available at: http://www.marsh.com/moi?client=0291. The Hotel can confirm whether they participate.

 

  1. Force Majeure. Neither the Hotel nor Hilton shall be liable to Company or any guest by reason of any failure to or delay in performing any of the Hotel’s obligations under this Agreement if the delay or failure was due to “Force Majeure”. For the purposes of this Agreement, “Force Majeure” shall mean any cause beyond Hilton’s or the Hotel’s reasonable control including without limitation: fire, flood, explosion, earthquake, storm or other natural disaster, civil commotion, strike, embargo any fault or delay by their sub-contractors or any industrial or civil dispute confined to part or all of their workforce, hostilities (whether war is declared or not), sabotage, terrorist attack, or the acts or decisions of any governmental, public or judicial authority (otherwise than pursuant to the act or default of the party concerned) or the imposition of any independent government sanction, or similar action made after the date of this Agreement
  1.  Compliance With Laws.

11.1     General. Company shall comply with all applicable laws, codes, regulations, ordinances and rules with respect to the work to be performed hereunder promulgated by Hilton and/or the Hotel and any and all federal, state, municipal or other legislative bodies, courts or agencies having jurisdiction over Company’s business, and over the services provided hereunder.

11.2     Anti-Bribery.

(a) Company and its Affiliates, subsidiaries, directors, officers, employees, representatives, consultants, and all other persons acting on its behalf, shall at all times comply with any applicable anti-corruption laws, including but not limited to, the U.S. Foreign Corrupt Practices Act, and the U.K. Bribery Act (collectively, the “Anti-Corruption Laws”).

(b) In connection with any aspect of this Agreement or any other transaction involving Hilton, neither Company nor any of its Affiliates, subsidiaries, directors, officers, employees, representatives, consultants, or other person acting on its behalf shall take any action, directly or indirectly, that may result in a violation of the Anti-Corruption Laws by Company or Hilton, including, without limitation, making, offering, authorizing, or promising any payment, contribution, gift, business courtesy, bribe, rebate, kickback, or giving of any other thing of value, regardless of form or amount, to any (i) foreign or domestic government official or employee, (ii) employee of a foreign or domestic government-owned or government-controlled entity, (iii) foreign or domestic political party, political official, or candidate for political office, or (iv) any officer or employee of a public international organization, to obtain a competitive advantage for any party or to receive favorable treatment in obtaining or retaining business.  Should Company learn or have reason to know that conduct has or may have occurred in violation of this provision, it will immediately notify Hilton.

(c) At Hilton’s request, Company and any of its Affiliates, subsidiaries, directors, officers, or employees that perform tasks pursuant to this Agreement, will certify in writing that they have not engaged in conduct in violation of parts (a) or (b) above of this subsection.

(d) Company agrees to maintain accurate accounting of all expenses incurred in connection with this Agreement.

(e) No rights or obligations of, or services to be rendered by, Company under this Agreement shall be assigned, transferred, or subcontracted to any third party without the prior written consent of Hilton.  In no event shall Hilton be obligated under this Agreement to take any action or omit to take any action that it believes, in good faith, would cause it to violate the Anti-Corruption Laws.

(f) Hilton or a third party of its choosing shall have the right to access, review, and audit the books, records, and accounts of Company and any of its Affiliates and subsidiaries, to the extent that they are relevant to this Agreement or any other transaction involving Hilton.  Such access, audit and review shall be reasonable as to scope, place, date, and time.

11.3     Trade Sanctions.  Neither Company (including any and all of its directors and officers or persons having a controlling interest in Company) nor its funding sources are restricted persons or subject to trade restrictions administered by U.S. Office of Foreign Assets Control, as may be amended from time to time, and Company is not directly or indirectly owned or controlled by the government of any country that is subject to an embargo by the United States government, and Company is not acting on behalf of a government of any country that is subject to such an embargo.

11.4     Restricted Party Listings. Given that Hilton is headquartered in the United States of America, Hilton and Hotels operating under the Hilton portfolio of brands are legally restricted from conducting business with certain persons or entities that are designated on the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) List of Specially Designated Nationals and Other Blocked Persons (including terrorists and narcotics traffickers) (the “OFAC List”) or otherwise based in or associated with certain territories subject to comprehensive U.S. sanctions.  The OFAC List can be found by visiting http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx.  Accordingly, Company represents and warrants that Company is currently not: (i) identified, on the OFAC List, or on any similar restricted party listings, including those maintained by other governments pursuant to applicable United Nations, regional or national trade or financial sanctions; or (ii) the government of, or any persons or entities based, located, or ordinarily resident in, a territory subject to comprehensive U.S. sanctions.  If this representation and warranty changes during the term of this Agreement, then Company must notify the Hotel immediately. Company expressly acknowledges and agrees that Hilton’s and the Hotel’s ability to perform under this Agreement is subject to Hilton’s and the Hotel’s compliance with applicable laws, including but not limited to sanctions laws and regulations.  In addition to any other legal rights and remedies available to Hilton under applicable laws, Hilton may terminate this Agreement and/or individual room bookings (as applicable) without liability to Company for contracted rooms or rates if Hilton reasonably believes it is necessary to do so in order for Hilton to comply with Hilton’s obligations under applicable laws or regulations, including (but not limited to) if Company is added to any restricted party listings as described in this Compliance With Laws clause or if Company otherwise violates the terms of this Compliance With Laws clause.

11.5     Anti-Money Laundering.  Company represents an d warrants to Hilton that Company is, and will remain throughout the entire term of this Agreement, in compliance with all applicable anti-money laundering laws and regulations, including the U.S. Bank Secrecy Act, as amended by Title III, International Money Laundering and Anti-Terrorist Financing Act of 2001, of the USA PATRIOT Act of 2001, as may be amended from time to time.

11.6     Office of Federal Contract Compliance Programs Requirements.  Hilton is an equal opportunity employer and federal contractor.  Consequently, the parties agree that, if Company has operations physically located in the territorial United States which are involved in Company’s performance under this Agreement, then, Contractor will comply with the following, which are incorporated herein by reference: 41 CFR 60-1.4(a), 41 CFR 60-300.5(a), 41 CFR 60-741.5(a), and Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws, specifically:

 

  • This contractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5(a), as applicable. This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.
  • This contractor and subcontractor shall abide by the requirements of 41 CFR 60-741.5(a), as applicable. This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.

 

  1. Advertising, No Use of Names.

12.1     Company shall not:

(i)         attempt to use or register any term or phrase, alone or as a part of any other trademark, service mark, or domain name, which is the same as or confusingly similar to any brand, trademark, domain name or keyword of Hilton (collectively, the “Marks”) found by visiting

http://hiltondistribution.com/brandprotections.htm [password: “mobley”] (as amended from time to time to reflect Hilton’s new trademarks) (the “Mark Schedule”);

(ii)        bid on, purchase or otherwise use any of the Marks in connection with any search engine optimization practice, search retargeting based on the fact that a consumer had searched for a Mark, paid search advertising or any other form of on-line or other advertising, including, without limitation, as on-line identifiers, “metatags,” “scumware,” “spyware,” vanity addresses, social media site pages, on-line handles or similar designations of source, or any other service that results in Company being referenced in regard to internet searches for the Marks or attracts internet users to the Company’s websites, call centers or other services;

(iii)        use any of the Marks, directly or indirectly, in any way in connection with any of Company’s business or operations, unless expressly approved in writing by Hilton in advance of such use and, in the event of such approval, only in the manner and at such times as shall be prescribed in such approval;

(iv)        use any name, term, mark or similar designation that is identical or confusingly similar to any Mark, such as those set forth for reference in the Mark Schedule; or

(v)          add any content related to Hilton or the Hotels to Company’s websites in order to unfairly influence the organic placement of Company’s websites on search engines or to suggest or imply that such website or any third party website is a website of Hilton or the Hotels.

 

In addition, Company will actively apply negative keywords for all of the Marks (and common misspellings thereof) within any internet search engine through which Company runs on-line search campaigns.  For the avoidance of doubt, Company agrees to add, across all platforms:

(i)        negative phrase match for each of the corebrand keywords of Hilton listed on the Mark Schedule,

(ii)        negative phrase match for each of the Marks and common misspellings thereof listed on the Mark Schedule,

(iii)       negative exact match for Hilton’s combination of terms set forth on the Mark Schedule, and

(iv)        negative phrase match for unique Hotel property names set forth on the Mark Schedule.

 

12.2     Company will regularly monitor its search query reports for broad matches to the Marks and add negatives accordingly.  Hilton will monitor for its Marks appearing in Company’s search engine marketing, and will from time to time update the Mark Schedule (which may include corebrand keywords, brand plus destination keywords, Marks and common misspellings).  After any such update, Company will promptly apply negative keywords in accordance with this Section.  Company further acknowledges and agrees that it is solely responsible for ensuring full compliance with the obligations under this Section by its Affiliates, distributors and subcontractors.  Company will use commercially reasonable efforts to abide by any trademark usage guidelines and practices relating thereto provided by Hilton to Company in writing, as such guidelines may be amended by Hilton from time to time in its sole discretion.  Company shall promptly remedy any failure to conform to such guidelines and practices.  Company shall not harm, disparage, or bring into disrepute the goodwill or reputation of any of the Marks.

12.3     Company shall not modify any such approved Hilton materials or other Hilton Intellectual Property in any way. Company shall not utilize or distribute software downloads that potentially enable diversions of payments from other third-party intermediaries that provide similar services. Company shall not, without the Hotel’s prior written express consent, use any e-mail or search engine marketing to promote Hilton, the Hotel or Company’s rights hereunder.

12.4     Company shall not claim to be Hilton or the Hotel in any pay-for-placement and other search engines. Company agree to comply with the requirements of the CAN-SPAM Act of 2003, laws passed by European Union (EU) member states to implement EU Directive 2002/58/EC and its amendments, and other similar legislation in Company’s distribution of email that contains messaging regarding this Agreement, Hilton or the Hotel. For clarity, Hilton related content added by Company to Company’s website(s) (i.e., not sourced by Hilton) which influences Company’s organic placement on search engines should only be intended for normal course of website operations (including user experience) and not to suggest or imply that Company’s website is a Hilton website or gain an unfair competitive advantage over Hilton.

12.5     Subject to the foregoing, the Hotel hereby gives Company the right, solely for the purposes of marketing and obtaining reservations for the Hotel under this Agreement, to use the Hotel’s name, subject to the Hotel’s right to refuse particular uses at any time and from time to time, including without limitation, approval of any and all advertising referencing such marks.

12.6     Company shall have no rights of any kind with regards to Hilton.com, Hilton’s services, Hilton images, messages, codes, trade names and trademarks, and all other Hilton intellectual property (the “Hilton Intellectual Property“).

12.7     Company agrees to observe Hilton’s exclusive rights as to the Hilton Intellectual Property within all pay-for-placement and other search engines. Hotel may provide Company with the Hotel’s name or logo and applicable photos of the Hotel for inclusion in Company’s tour brochure or voucher. Company may not make any alterations to the Hotel’s name, logo or the Hotel’s photos or use them in any manner or in any materials other than Company’s tour brochure and vouchers without the Hotel’s prior written approval.

12.8     If Company violates any of the terms of this Section 12, Hilton may terminate this Agreement in accordance with the termination provisions herein below and reserves the right to charge back, and/or disallow any and all compensation.

 

  1. Publicity. Company shall not make or issue any public statement or announcement regarding the fact or the content of Company’s Specific Terms, except as Hilton shall agree in writing to such statement or announcement prior to its issuance. Company agrees that, except as may be required by applicable law or regulation, Company shall not use in advertising, publicity or otherwise, any information concerning this Agreement, the trademark, service marks, trade names or company names of Hilton or the Hotel, or disclose the terms and conditions of this Agreement, without prior written consent of Hilton.

 

  1. Unavailability of Rooms. On occasions due to unanticipated circumstances, the Hotel may not have rooms available for all guests with a confirmed reservation that wish to check-in on a particular night. While the Hotel will use reasonable efforts to avoid such situation impacting guests booking through Company’s service, if any guest with a confirmed reservation cannot be accommodated by the Hotel, the Hotel will provide the following:

14.1     Accommodation paid by the Hotel at a comparable hotel as close as possible for the first night the guest is displaced from the Hotel.

14.2     One complimentary round trip ground transportation between the Hotel and the alternate hotel.

14.3     The Hotel will make necessary arrangements for the displaced guest’s telephone messages and mail to ensure that they are properly forwarded.

14.4     If a room becomes available at the Hotel for the displaced guest and the guest elects not to return to the Hotel, the Hotel will have no further obligations under this clause.

 

  1. Right to Refuse/Remove Guests; Guest Changes; Cancellations; Loyalty Programs.

15.1     The Hotel and Hilton reserve the right to refuse entry to, and remove any guest from, the Hotel and accommodation at the Hotel if any of the Hotel’s authorized employees considers, in his or her reasonable opinion, that the guest is under the influence of drink or drugs, is unsuitably dressed or is behaving in a threatening, abusive or otherwise unacceptable manner.

15.2     If a guest, upon arrival or during their stay, requests changes to their reservation (including for an extended stay) directly from the Hotel, then the Hotel shall charge the guest directly for such additional charges, including any applicable Hotel Fees, incidental charges, other charges, and Occupancy Taxes.

15.3     Individual cancellations must be received by the time set by the Hotel prior to scheduled check-in time to avoid a cancellation charge. Cancellations received after this time will incur a cancellation charge. Hilton and the Hotel reserve the right to cancel or modify reservations where it appears that a customer has engaged in fraudulent or inappropriate activity or under other circumstances where it appears that the reservations contain or resulted from a mistake or error, or from an attempt to circumvent Hilton or Hotel policies, terms or conditions. In such circumstances, Company will provide all such reasonable assistance as Hilton and the Hotel may require in respect of the cancellation of the relevant booking (e.g., help in contacting the prospective guest(s) and in handling inquiries).

15.4     Hilton shall determine in its sole discretion whether guests receive Hilton Honors points or benefits for room reservations made at Hotels through Company’s Channel System.  Any such benefits would be subject to the Hilton Honors terms and conditions found at www.hilton.com.

 

  1. Confidentiality; Privacy; Transmission and Use of Guest Data.

 

16.1     Company acknowledges that Company may obtain or develop information or materials (including without limitation this Agreement) from Hilton and/or the Hotel and/or others, without warranty or representation of any kind, which Hilton considers or which Company should consider proprietary and confidential to or of independent economic value to Hilton and/or the Hotel, actual or potential, regardless whether otherwise protectible under any law, and regardless of protection, markings or dissemination (“Confidential Information“). Company covenants and agrees that all Confidential Information will be considered, deemed and protected as proprietary and confidential to Hilton and/or the Hotel. Company will not disclose or permit inevitable disclosure of Confidential Information by any of Company’s parties (including without limitation storage or transmission in any electronic medium now known or hereafter developed), Company will not allow or permit any Confidential Information to be corrupted or infected or misappropriated or used except and solely to Hilton’s right, title, interest and benefit, and Company shall execute such further instruments as Hilton may require to carry out these covenants and agreements. Both parties agree that the restrictions herein are mutually agreed to be and shall be deemed to constitute reasonable efforts to maintain confidentiality.

16.2     Given that Company will obtain and/or have access to Personal Information (as defined in the Privacy Standards specified below), Company agrees to be bound by and comply with the Hilton Privacy and Data Protection Standards for Service Providers set forth at http://www.hiltondistribution.com/privacyanddataprotectionstandards.htm  (the “Privacy Standards”), as such Privacy Standards may be amended from time to time. Company hereby acknowledges and agrees that the Privacy Standards are hereby incorporated herein and forms a part of this Agreement as if the entire text of the Privacy Standards were set forth herein.  In the event of a conflict between the terms of this Agreement and the Privacy Standards, the Privacy Standards will control, unless and to the extent that a provision of this Agreement is more protective of Personal Information or if this Agreement expressly states that it shall control.

16.3     For purposes of this Agreement, the term “Hilton Data” shall mean all data that is provided, directly or indirectly, to Company by Hilton or the Hotels.  Company acknowledges that, as between Company and Hilton, Hilton owns all right, title and interest, including all intellectual property rights, in and to the Hilton Data, and in and to all derivative works of, based on, derived from, or otherwise using any Hilton Data also constitute Hilton Data.  The Hilton Data is Hilton Confidential Information for purposes of this Agreement.  Subject to Company’s compliance with all terms and conditions of this Agreement, Hilton hereby grants Company a non-exclusive, non-sublicenseable, and non-transferable license during the Term to use the Hilton Data solely as needed to perform the services under this Agreement for the benefit of Hilton or the Hotels (the “Permitted Use“).  Company shall only use the Hilton Data for the Permitted Use and shall not disclose, release, distribute or deliver the Hilton Data, or any portion thereof, to any third party without Hilton’s prior written consent.  Any purpose or use not specifically authorized herein is prohibited unless otherwise agreed to in writing by Hilton. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Company shall not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the Hilton Data, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Hilton Data or any products or services created, in whole or in part, using the Hilton Data; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the Hilton Data or methods used to compile the Hilton Data, in whole or in part; (d) remove any proprietary notices included within the Hilton Data; (e) publish, enhance, or display any index, benchmark, comparison, compilation or directory based upon information derived from the Hilton Data; or (f) use the Hilton Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.  Hilton reserves all rights not expressly granted to Company in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Company or any third party any intellectual property rights or other right, title, or interest in or to the Hilton Data.

Upon expiration or earlier termination of this Agreement, or upon written notice from Hilton at any time, the license granted hereunder will terminate, and, without limiting Company’s obligations under this Section 16, Company shall immediately and unconditionally cease using and delete, destroy, or return all copies of the Hilton Data and certify in writing to Hilton that the Hilton Data has been deleted or destroyed.

16.4     Until the later of three (3) years after expiration or termination of this Agreement, Company will maintain and provide copies of the records described hereinafter.  Company will maintain a complete audit trail of all fees collected in connection with the services performed under this Agreement (if any), and data security policies and other documentation demonstrating Company’s compliance with the confidentiality obligations hereunder.  Company will provide to Hilton or its internal or external auditors, inspectors, regulators and other designated representatives, at reasonable times (each, an “Auditor”) copies of such records for the purpose of performing audits of Company.  Such audits shall be conducted solely to (i) verify the accuracy of any charges and invoices (if any); (ii) verify the security and integrity of information and data; and (iii) examine Company’s security procedures and controls as evidenced by Company’s written documentation.  Company shall cooperate in connection with such audits and with regard to examinations by regulatory authorities.

16.5     Transmission and Use of Guest Data: Hilton and the Hotels handle guest personal information in a manner consistent with Hilton’s Global Privacy Statement. Hilton and the Hotels are is committed to collecting, protecting, and using personal information in a reasonable manner in accordance with laws applicable to the Hotel, including the European Union’s General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”).  Pursuant to GDPR, each party acts as an independent “Data Controller” with respect to its processing of personal information in connection with this Agreement, and each party will comply with its respective obligations as such. To the extent that either party provides personal data to the other party pursuant to this Agreement, the party supplying the personal data confirms that it has consent or another legal basis to provide the personal data to the receiving party.   For clarity, nothing in this Agreement limits a party’s ability to use an individual’s personal data to the extent directed by, consented to or requested by such individual.  Company represents that it has authority from each guest to share guest data with Hilton/Hotel as provided herein to secure the reservation(s). Hilton/Hotel agrees to treat such guest data in accordance with Hilton’s Global Privacy Statement, and Hilton/Hotel will be a “Data Controller” for such data.

 

  1. Assignment and Subcontracting. Company may not assign or encumber this Agreement or any of Company’s rights hereunder nor delegate or subcontract any performance or other obligations hereunder without Hilton’s prior written consent and compliance with all other terms and conditions herein. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
  1. Taxes.

18.1     All payments, if any, received hereunder by Company shall be reported by Company on Company’s federal, provincial and/or state and other tax returns as payment to Company hereunder as an independent contractor. Hilton or Hotel, as applicable, shall report payments to Company hereunder to the Internal Revenue Service and other applicable tax authorities as payments to an independent contractor and Company shall be solely responsible for all reporting and record keeping requirements applicable to independent contractors.

18.2     Company will be solely responsible and liable for all compensation, taxes, benefits, charges, license fees, expenses and any other costs arising from or relating to the Channel System services, Websites and/or its obligations under this Agreement, other than taxes imposed on the net income of the Hotel.

 

  1. Termination; Other Remedies.

 

19.1     Hilton may terminate this Agreement at any time, without cause, by sending no less than thirty (30) days’  prior written notice to Company as provided herein.

19.2     Hilton may terminate this Agreement immediately in the event:

a)   Company breaches this Agreement and Company fails to cure the breach where such breach is capable of being cured within 5 business days of written notice of termination from Hilton;
b)   There is a material adverse change in Company’s business or financial condition;
c)   Company ceases doing business;
d)   There is a change of control over Company without Hilton’s consent;
e)    Applicable laws may materially interfere with Company’s ability to provide the Channel Services; or
f)     Company violates any of the Confidentiality, Privacy or Laws, Licenses and Regulations provisions of this Agreement.

 

19.3     Without prejudice to Hilton’s other remedies available elsewhere in the Agreement or under law or equity, Hilton may, and with no notice to Company, immediately suspend Company’s API connectivity if Company breaches this Agreement.

19.4     Hilton and the Hotel shall be entitled to recover from Company their respective reasonable attorneys’ fees, costs and disbursements in any action brought to enforce or interpret this Agreement. The right of Hilton and the Hotel to require strict performance and observation of any obligations hereunder shall not be affected in any way by any previous waiver, forbearance or course of dealing.

19.5     Company acknowledges and agrees that Hilton’s and the Hotel’s remedy at law for breach of Company’s obligations hereunder may be inadequate, and Company agrees and consents that temporary and permanent injunctive relief and/or specific performance may be sought by Hilton or the Hotel in any proceeding which may be brought to enforce this Agreement without the necessity of proof of actual damage, in addition to all other remedies provided hereunder or available at law.

 

  1. Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been given on the date of service if served personally on the party to whom notice is to be given, by first-class mail, registered or certified, postage prepaid, or private mail delivery service (i.e. Fed Ex), and properly addressed to the party at the address set forth below, or to any other address that a party may designate by written notice to the other party. For purposes of this Agreement and any amendment or modification thereto, or for any other notice or communication between the parties, signatures sent or received by email with a scanned document attached or by facsimile transmission will be considered as enforceable and valid as an original signature by the party signing. Hilton’s notice information is as follows:

Hilton Domestic Operating Company Inc.
7930 Jones Branch Drive, Suite 1100
McLean, Virginia USA 22102
Attention: General Counsel

 

Company’s notice information is as set forth in the Specific Terms.

  1. Governing Law, Dispute Resolution and Venue.

21.1     Company acknowledges that Hilton is based in the United States, needs certainty in enforcement of agreements and that, therefore, to the maximum extent possible, this Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, excluding any laws regarding the choice or conflict of laws.

21.2     Any dispute as between Company and a participating Hotel arising out of or in connection with this Agreement, or any alleged breach hereof,  shall first be promptly submitted for discussion and possible resolution by Company’s and Hotel’s senior representatives; provided, however, that a dispute relating to patents, trademarks, trade dress, copyrights, trade secrets, and/or infringement of intellectual property rights shall not be subject to this provision. If within a period of thirty (30) calendar days after submission of a disputed matter in accordance with this Section 21, the respective senior representatives are unable to agree upon a resolution of such dispute, either party may give notice to the other party of its intention to pursue binding arbitration. All negotiations pursuant to this Section 21 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. Arbitration of disputes arising out of or in connection with this Agreement will be resolved using one arbitrator before JAMS or American Arbitration Association in Washington, D.C. (unless the Hotel and Company mutually agree upon a different location to conduct the binding arbitration).  Hotel and Company further agree that in any arbitration proceeding, they may conduct reasonable discovery pursuant to the arbitration rules, and any arbitration award will be enforceable in a court of competent jurisdiction.

21.3     Any dispute as between Company and Hilton arising out of or in connection with this Agreement, or any alleged breach hereof,  shall first be promptly submitted for discussion and possible resolution by Company’s and Hilton’s senior representatives; provided, however, that a dispute relating to patents, trademarks, trade dress, copyrights, trade secrets, and/or infringement of intellectual property rights shall not be subject to this provision. If within a period of thirty (30) calendar days after submission of a disputed matter in accordance with this Section 21, the respective senior representatives are unable to agree upon a resolution of such dispute, either party may give notice to the other party of its intention to pursue litigation. All negotiations pursuant to this Section 21 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. Litigation of such dispute shall be submitted to and resolved exclusively in the United States District Court for the Eastern District of Virginia in Alexandria, Virginia or, if federal jurisdiction is lacking, in the courts of the Commonwealth of Virginia in Fairfax County, Virginia.  All parties hereby submit to the jurisdiction of these courts and waive all objections, including forum non conveniens, to the jurisdiction of these courts.

21.4     For a dispute between Company and Hilton relating to patents, trademarks, trade dress, copyrights, trade secrets, and/or infringement of intellectual property rights, such dispute shall be submitted to and resolved exclusively in the United States District Court for the Eastern District of Virginia in Alexandria, Virginia or, if federal jurisdiction is lacking, in the courts of the Commonwealth of Virginia in Fairfax County, Virginia.  All parties hereby submit to the jurisdiction of these courts and waive all objections, including forum non conveniens, to the jurisdiction of these courts.

21.5     TO THE EXTENT EITHER PARTY INITIATES LITIGATION INVOLVING THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN THE PARTIES (EVEN IF OTHER PARTIES OR OTHER CLAIMS ARE INCLUDED IN SUCH LITIGATION), EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY. THIS WAIVER WILL APPLY TO ALL CAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION, INCLUDING CLAIMS RELATED TO THE ENFORCEMENT OR INTERPRETATION OF THIS AGREEMENT, ALLEGATIONS OF STATE OR FEDERAL STATUTORY VIOLATIONS, FRAUD, MISREPRESENTATION, OR SIMILAR CAUSES OF ACTION, AND IN CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES BETWEEN THE PARTIES OR BETWEEN OR AMONG ANY OF THE PARTIES’ OWNERS, OFFICERS, EMPLOYEES OR AGENTS.

21.6     Without limiting Sections 21.2 or 21.3 above, the parties agree that the prevailing party in any arbitration or court proceeding arising out of or related to this Agreement will be entitled to recover an award of its reasonable attorney’s fees and expert witness fees, costs and pre and post judgment interest at the highest available legal rate.

 

  1. Updates. For the term of this Agreement, Company shall comply with all of the requirements set forth herein and as they may be amended by Hilton from time to time in Hilton’s sole discretion and posted on this website (the “Group Channel Web Site“). Notification to Company of any change by email or by posting a notice on this Group Channel Web Site of the date of such modification, at Hilton’s sole option, shall be considered sufficient notice to Company of such modification. If any modification is unacceptable to Company, Company’s only recourse is to terminate this Agreement upon providing written notice to Hilton. Company’s continued performance of Company’s obligations following notice of a modification will constitute binding acceptance of the modification.
  1. Miscellaneous. The following additional terms and conditions shall apply:

23.1     Neither party hereto shall be deemed to be the drafter of this Agreement and, if this Agreement is construed in any court or arbitration proceeding, said court or arbitrator shall not construe this Agreement or any provision hereof against either party as the drafter hereof.

23.2     If any provision of the Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provisions shall be deemed to be restated to reflect the parties’ original intentions as nearly as possible in accordance with applicable law.

 

  1. Certain Defined Terms. If used in the Specific Terms or the General Terms, the following defined terms shall have the following meaning:

Affiliate” means a person or entity, directly or indirectly, controlled by, controlling, or under common control with another person or entity.

API” means the application programming interface with Hilton’s central reservation system, known as the Hilton Transaction Engine (or HTE), or other systems as determined by Hilton (which may be via a third party).

Hilton Content” means Hotel Information or Images.

Hilton Sites” means the websites owned and/or operated and identified by Hilton.

Hotel Fees” means all daily mandatory fees, resort fees, costs, or charges imposed by a Hotel on guests (other than the Room Price and Occupancy Taxes) that such guests must pay in order to stay at the Hotel.  For the avoidance of doubt, Hotel Fees do not include fees, costs, Occupancy Taxes, or charges for services or amenities included in the Room Price or for any additional optional services or amenities that guests chose to pay for (e.g., room service or spa appointments).

Hotel Information” means the rate plans (pre-paid and pay-at-stay), Room Prices, Hotel Fees, Occupancy Taxes, Policies, inventory, products, room descriptions, Images and other relevant information including check in and check out times, hotel amenities and services (e.g., Business Center, Meeting Rooms, Tennis, pool, spa), accessibility, pet flag, parking information, airport transportation and nearby train stations, conveniences that apply to all rooms (e.g., breakfast included, free wi-fi), smoking policy, handicap accessibility, and a list of restaurants available in the Hotel and hours of operation, about each applicable participating Hotel.

Image Provider” means Hilton, an Affiliate of Hilton, or a third party that Hilton uses to provide Images to its distribution partners.

Images” means the visual assets of or relating to the Hotels, and include, but are not limited to, photographs, virtual tours, motion graphics, GIFs and videos (which may include streaming videos).

Website(s)” means the Company’s website(s) and the website(s) owned and operated by the Affiliates, in all languages.

Last Updated: March 13, 2019

NOTICE OF UPDATED GENERAL TERMS AND CONDITIONS

As stated above, Hilton may modify the General Terms from time to time. The following is provided to help Company track the most significant recent changes to the General Terms.

 

Last Update: None