Hilton-Amazon DSP Business Review Additional Terms and Conditions

Hilton Domestic Operating Company Inc. (“Hilton”) and Amazon.com Services LLC (“Amazon”) have negotiated the following Additional Terms and Conditions to supplement the “Event Details” as set forth in a separate email (the “Amazon Event Details Template”) between the Hotel and Amazon (collectively, the “Agreement”), which Event Details relate to a specific Amazon meeting.  By sending and accepting the Amazon Event Details Template via email, the Hotel and Amazon agree to comply with all of the requirements set forth below for the entire term of Amazon’s use and occupancy of the Hotel during the Event.

  1. Hotel’s Performance. Hotel agrees to provide the Services with due care and skill and to comply with all applicable laws.
  2. Event Details. The Event Details will materially comply with the Amazon Event Details Templates contained in Exhibit A. No other additional terms may be added to any Event Details, including without limitation, any (a) obligations of Amazon or its affiliates (other than payment), (b) termination or other fee that differs from the Event Details template, (c) modification to any of the terms or requirements of the Agreement, (d) additional rights of Hotel not set forth in the Agreement, (e) licenses from Amazon or (f) consent or approval from Amazon under the Agreement (e.g., for Hotel’s use of Amazon’s name or trademarks) (clauses (a) through (f), collectively, “Impermissible Terms”).  Any Impermissible Terms or other terms that are not Event Details terms are void and of no force and effect against Hotel, Hilton, Amazon or their respective affiliates.
  3. No Guaranty. These Additional Terms and Conditions does not obligate (a) Amazon to engage Hotel for Services; or (b) Hotel to perform any Services until both parties have agreed via email to the Event Details.
  4. Taxes. Hotel may charge and Amazon will pay applicable national, state or local sales or use taxes or value added taxes that you are legally obligated to charge (“Taxes”), provided that such Taxes are stated on the original invoice that the Hotel provides to Amazon and the Hotel’s invoices state such Taxes separately and meet the requirements for a valid tax invoice.
  5. Publicity; Confidentiality; Use of Amazon Trademarks. Hotel will not issue any press releases about the Services or the Event to which the Services relate, except as reasonably necessary to provide the Services. Hotel will not make any other disclosure regarding the business relationship between Hotel and Amazon, excluding disclosures by Hotel to Hilton. Without Amazon’s prior written consent, Hotel will not use any of Amazon’s or its affiliates’ trademarks, trade names, or other proprietary marks in any manner, including for a reference account or advertisement.
  6. Insurance. Hotel agrees that, during the term of the Agreement, it will maintain Commercial General Liability insurance with commercially reasonable limits.  Hotel will not require Amazon to maintain Commercial General Liability (CGL) insurance in excess of $1 million per occurrence.  Amazon will not be required to name the Hotel as an additional insured under any of its insurance policies.
  7. Indemnity Obligations. Each party will indemnify, defend and hold harmless the other party and its owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”)  from and against any and all third-party claims liabilities, damages, losses, costs and expenses (including reasonable attorney’s fees) (collectively, “Claim(s)”) in any way arising out of or relating to the event that is the subject of this Agreement but only to the extent any such third-party claims arise out of (A) the negligent acts or omissions or willful misconduct of the indemnifying party and its affiliates, and their contractors, agents, employees, exhibitors, subcontractors, and attendees (collectively, the “Related Parties”), (B) breach of applicable laws by the indemnifying party or its Related Parties, and (C) tangible property damage or personal injury directly caused by the indemnifying party or its Related Parties, except to the extent the Claims were caused by the negligent acts or omissions or willful misconduct of the Indemnified Parties, its Related Parties, or any third party. Nothing in the Agreement shall waive any statutory limitations of liability available to either party, including innkeeper’s limitation of liability laws, nor shall it waive any defenses a party may have with respect to any claim. This section shall survive any termination or expiration of the Agreement. Despite anything to the contrary in the Agreement, Amazon has no defense and indemnification obligations other than as set out in this provision.
  8. Limitation of Liability. Except in connection with the parties’ obligations related to indemnity, confidentiality and publicity, neither Amazon nor Hotel will be liable for more than the amount payable by Amazon to Hotel for the Services pursuant to the Agreement.  In connection with the parties’ obligations related to indemnity, confidentiality and publicity, neither Amazon nor Hotel will be liable for more than US$1,000,000.  Except with respect to obligations related to confidentiality and publicity, under no circumstances will Amazon or Hotel be liable for loss of profit or goodwill, or for consequential, special, punitive, or indirect damages of any kind. Nothing in the Agreement is intended nor shall it be construed as an attempt by any party to exclude or limit its liability for any liability which cannot be excluded or limited under applicable law.
  9. Recording. If the Services include provision or use of any venue within the Hotel for a presentation or performance, Amazon may without additional approvals or cost, record, broadcast, stream, distribute or otherwise use the presentation or performance in the venue using any format determined by Amazon, for any purpose.
  10. Conduct of Event. To the fullest extent permitted by law, Amazon assumes full responsibility for the conduct of all persons in attendance at the Event and liability for loss and/or any damage done to any part of the Hotel premises during the time of the Event that is caused by Amazon’s employees, agents, contractors, sub-contractors, as well as by attendees of the Event. Amazon may, at Amazon’s option, purchase insurance to cover Amazon’s personal property. The Hotel has no insurance for and, to the fullest extent permitted by applicable law, the Hotel shall not be responsible for, any damage to or loss of Amazon’s property unless such damage to or loss of Amazon’s property was caused by the gross negligence or willful misconduct of Hotel or its staff.
  11. Compliance With Laws. Hotel will comply with all applicable laws while providing the Services. Amazon expressly acknowledges and agrees that Hotel’s ability to perform under this Agreement is subject to Hotel’s compliance with all applicable laws. Neither party will be liable for any delay or failure to perform any obligation under this Agreement because of reasons, events or other matters beyond its reasonable control.
  12. Governing Law. The Agreement will be governed by and interpreted pursuant to the laws of the state or province (as applicable) in which the Hotel is located, excluding any laws regarding the choice or conflict of laws.
  13. Successors and Assigns. Neither party may assign any of its rights and obligations under this Agreement without the prior written consent of the other party; except to an affiliate or in connection with any merger, consolidation, reorganization, sale of all or substantially all of its related assets or similar transaction or as otherwise permitted in this Agreement. Subject to this limitation, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. The facilities contracted in the Agreement, including the meeting room(s), are for Amazon’s exclusive use.
  14. Impossibility. Neither party shall be responsible for failure to perform the Agreement if circumstances beyond their control (including, but not limited to: acts of God, governmental authority, terrorist attacks in the city in which Hotel is located, or declared war in the country in which Hotel is located) any of which make it illegal or impossible for either party to hold the Event. The affected party may terminate the Event Details without liability upon providing timely written notice to the other party.
  15. Trade Compliance. Hotel represents and warrants that Hotel and its financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.
  16. Definitions. “Amazon” means the Amazon legal entity that books the training meeting at the relevant Hotel. “Hotel” means the legal owner of the hotel venue where the Event will take place. “Event” means the training meeting to be hosted by Amazon at the Hotel. “Services” means the services and products to be provided by Hotel to Amazon during the Event.
  17. Survival; Entire Agreement. Sections 1, 3, 5, 7, 8 and 9 above will survive termination or expiration of the Agreement and continue in full force and effect. The Agreement and the Event Details and all exhibits attached thereto (if any) constitute the complete and final agreement of the parties pertaining to the Services and supersede the parties’ prior or contemporaneous agreements, understandings and discussions relating to the Services. In the event the parties sign a separate agreement prior to an Event, that separate agreement will have no force nor effect, and instead the parties’ intent is to rely upon the Agreement.