QUICK CONFIRMATION AGREEMENT –
ADDITIONAL TERMS AND CONDITIONS
These Additional Terms and Conditions are incorporated and made a part of the HILTON – TOYOTA Quick Confirmation Agreement, entered into by and between the Hotel and the Group as such terms are defined in the Quick Confirmation Agreement (the “Agreement”). All capitalized terms as used herein that are not specifically defined shall have the meaning ascribed to them in the Quick Confirmation Only Agreement. For the entire term of your use and occupancy of the Hotel premises during your Event, the above-referenced parties shall comply with all of the requirements set forth herein.
- BANQUET FUNCTIONS: For your organized food and beverage functions, the following will apply:
Overtime; End Time: You agree to begin your Event promptly at the scheduled start time and to have your guests, invitees and other persons vacate the designated function space at the agreed upon end time. Group understands that Hotel may have contractual obligations with other customers for their exclusive use of some or all of Group’s assigned meeting and function space following the scheduled conclusion of Group’s meetings/functions. So as to allow for the efficient transition from Group to any potential other customers, Group agrees to completely vacate (clean and clear) out of each of the assigned meeting and function spaces no later than the applicable end time(s) as noted in the Schedule of Events. Group agrees that Hotel may add charges to the Group’s final invoice, and Group agrees to pay such charges, for the actual costs and expenses incurred by Hotel related to Group’s failure to completely vacate the meeting and function spaces by the indicated end time(s). Costs and expenses may include, but are not limited to, additional costs of Hotel labor including overtime wage payments to ensure that the meeting and function space are cleared and cleaned, costs for storing Group’s property and materials that were not removed from the meeting and function spaces, and reimbursement of damages and costs incurred by Hotel related to the Hotel’s inability to provide the contracted meeting and function space to the other customers by their respective start times.
Price Increases: There may be increases in prices due to unforeseen changes in market conditions at the time of your Event outside of the reasonable control of Hotel. We will communicate these increases to you in advance. We will require written confirmation that you agree to pay these increased prices, or at our option we may make reasonable substitutions in menus and you agree to accept such substitutions.
Set Up Charges: Should extensive meeting room set-ups or elaborate staging be required, there will be a set-up charge to cover Hotel costs and additional labor. If equipment is necessary that exceeds Hotel’s inventory, then you agree to pay for the out of pocket cost of renting this additional equipment.
Additional Spend: You agree to pay the Hotel for any food, beverages and other services not expressly set out in the Agreement and any appendix but provided on your request during the Event. On or before the arrival date, you will confirm to us in writing the names of those persons who you have authorized to sanction additional spend at the Event over and above the contracted amounts. All our records for additional spend (meeting room rental, audio/visual equipment, flipcharts, F&B functions and other incidentals) will be presented to one of your authorized signatories to be checked and signed on a daily basis. Failure of your authorized signatory to review any or all charges on a daily basis will not be grounds for disputing the charges.
Additional Charges: In addition to the customary charges associated with Group’s Event (for example, sleeping room rates, meeting room rental, banquet charges, audio-visual, etc.), Hotel may offer other services for which there may be fees either to Group or the individual attendee (as applicable). Examples of potential additional charges could include Package Handling, Business Center, Sign Making, Banner Hanging, Telephone Rental, Meeting Room Re-Key Fee, Electrical Power, Athletic Club, Parking, and Luggage Storage Charge. Prior to Group’s Event, Group may request that Hotel disclose to Group those potential additional charges that are in effect at the time of Group’s Event.
For clarity, Group and/or the individual Group attendees will not be liable to pay Hotel for any additional charges such as energy surcharges or resort charges unless such additional charges are in the Agreement at the time of contracting, unless either Group agrees to such additional charges in writing, or unless such additional charges are imposed by a state or local governmental authority as a type of tax, fee or assessment.
Outside Food and Beverage: Due to applicable law, you may not bring alcoholic beverages into the Hotel for your Event. You must obtain our prior approval before you bring any food or non-alcoholic beverages from outside sources into our Hotel. Service fees will apply to any outside food or beverage served in our function space, regardless whether Hotel labor is required.
Displays and Decorations; Your Property: You may, at your option, purchase insurance to cover your personal property, including decorations, special objects and other property. To the fullest extent permitted by law, we are not responsible for any loss or damage to property belonging to you or your attendees and do not maintain insurance covering it. All displays and/or decorations will be subject to our prior written approval and we reserve the right to contract and charge you for Hotel staff to provide the labor for any installations or removals of such. Hotel can advise you of such potential charges upon request.
Outside Contractors: Should you elect to utilize outside contractors on Hotel premises during your Event, you must notify us at least 10 days in advance of your Event. We may require that your outside contractors sign a hold harmless, indemnification and insurance agreement in the form currently in use at the Hotel for similar outside contractors, and provide proof of insurance in amounts acceptable to us (amounts and types of insurance to be determined in our sole discretion based on the type of services the outside contractor will be providing) before the outside contractor will be allowed to provide services on our Hotel premises. In some instances, despite your use of an outside contractor, Hotel may be required, pursuant to obligations imposed on Hotel by labor unions or collective bargaining agreements, to utilize Hotel labor to provide certain services, and you agree to pay the fees and/or charges associated with these services.
Conduct of Event: To the fullest extent permitted by law, you assume full responsibility for any damage done to our premises during your Event, but only to the extent such damage is caused by you, your employees, guests, agents, and contractors and any damage done resulting from the installation, placement, and removal of your displays, equipment, exhibits, or other items. For purposes of clarity, Group shall not be responsible for damage to guest sleeping rooms or public spaces of the Hotel not occupied by Group; in those instances, Hotel shall seek payment for damage from the responsible guest(s). You also agree that your Event will not create any unreasonable disturbance to other guests or meetings, such as excessive noise, smoke or fog machines, dry ice, confetti cannons, candles, incense, or any activity that generates offensive smells. Hotel reserves the right to end your Event immediately if you do not comply with Hotel’s request to reduce or eliminate any such disturbance, in which case you will remain responsible for payment of all charges related to your Event and no refunds will be issued by Hotel.
Fire Safety: For the safety of persons and property, no fireworks or incendiary devices may be used indoors at the Hotel. All room sets must be in compliance with the local Fire Department regulations, including those pertaining to occupancy load, mandatory aisles, ceiling clearance and fire exits. Any Event that has vehicle displays, fog machines, fueled cooking demonstrations, lasers, exhibits (including tabletop) or extensive productions with staging and props, must have a certified permit from the local Fire Marshall. All associated fees for permits, floor plan approval and stand-by fire watch are your responsibility and final approved copies of all such permits must be provided to us at least three (3) days prior to your Event. Should you require any rigging services for this Event, all such services must be arranged through the in-house audio-visual provider or the Hotel and you will be responsible for all costs associated therewith.
Security: If, based upon the information that Group has provided to the Hotel prior to the time of contracting about the intended size and/or nature of your Event, the Hotel reasonably determines that security is required for your Event, then Hotel will notify you of such requirement prior to signing the Agreement and you will provide, at your expense, security personnel supplied by a licensed guard or security agency, which agency will be subject to Hotel’s prior approval. Such security personnel may not carry weapons. Your security agency will be required to provide proof of insurance and sign a hold harmless agreement before they will be allowed to provide services on Hotel premises.
2.CONFIDENTIAL INFORMATION, PRIVACY LAWS AND GUEST RESERVATION INFORMATION: Hotel may learn or obtain access to certain trade secrets and other proprietary information relating to the business of Group in connection with this Agreement (“Confidential Information”). Hotel shall not (and shall cause its employees, offices, agents and contractors to not) disclose any Confidential Information to any person or entity other than those to whom Group has authorized Hotel in writing to disclose such Confidential Information. Hotel will comply with all applicable privacy and data protection laws, including to the extent applicable EU data protection laws, and will comply with applicable requirements of such laws pertaining to the processing of personal data. Notwithstanding the above, if you request that Hotel provide you and/or your representative(s) with access to guest reservation information pertaining to guests who have reserved rooms at the Hotel as part of the Room Block (each, an “Attendee”) established pursuant to this Agreement, then you certify that you have already obtained, or will obtain, consent from each of your Attendees for the Hotel or Hilton Domestic Operating Company Inc. (“Hilton”) to provide to you and/or your representative(s) such Attendee’s reservation information, and you further agree to reimburse Hotel and Hilton for any costs, damages, fees or expenses of any kind arising from any claim(s) by an Attendee relating to the Hotel’s or Hilton’s disclosure of any Attendee’s reservation information to you and/or your authorized representative.
3.UNAVAILABILITY OF GUESTROOMS: The parties agree that on occasions due to unanticipated circumstances, the Hotel may not have rooms available for all guests who wish to check in on a particular night. Hotel agrees to use reasonable efforts to notify Group at least 24 hours in advance of a potential oversold situation. While Hotel will use reasonable efforts to avoid such situation impacting Group, if an attendee with a confirmed reservation guaranteed for late arrival in Group’s Room Block cannot be accommodated by the Hotel, Hotel shall provide the following accommodations after using reasonable efforts to notify the Group’s designated representative: (1) lodging at a comparable or better-rated property elsewhere, with room and tax the expense of the Hotel for each night the guest is displaced from the Hotel; (2) one daily roundtrip ground transportation to and from the conference each day; and (3) daily complimentary internet access in the guest room at the alternate hotel (if complimentary internet access in the guest room is part of this Agreement). Hotel will list guest’s name with the Hotel’s switchboard in order to facilitate guest’s phone calls to the alternate property. Every effort must be made by Hotel to return the guest to the Hotel after one night at the alternate property. Upon return to Hotel the displaced guest will receive an amenity and an upgraded room based on availability. Hotel will use reasonable efforts to consult with and take direction from a Group representative with regard to which guests are relocated. All room nights for relocated guests will count towards the Group’s room pickup for attrition purposes. 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.
4.CHANGE IN BRAND: Group may terminate this Agreement without liability if, after the time of contracting but before the Event, the Hotel is no longer branded as one of the Hilton portfolio of brands (including the following brands, Hilton, Hilton Inns & Resorts, Curio – A Collection by Hilton, Canopy by Hilton, Conrad Hotels & Resorts, DoubleTree by Hilton, Embassy Suites Hotels, Hampton Inn, Hampton Inn & Suites, Hilton Garden Inn, Home2 Suites by Hilton, Homewood Suites by Hilton, Tru by Hilton, Tapestry Collection by Hilton, or Waldorf Astoria Hotels & Resorts, as well as other brands that may be added by Hilton from time to time). Group could exercise this right by written notice to Hotel provided that such notice is given within thirty (30) days of Group’s receipt of notice of such change in brand. Group shall also have the right to terminate this Agreement without liability if, after the time of contracting but before the Event, the Hotel changes the hotel brand, such that the level of service provided by the new brand is lower than Hotel’s original brand at the time of contracting. For example, if at the time of contracting Hotel was a “full service” hotel and later became a “limited service” hotel. Group could exercise this right by written notice to Hotel provided that such notice is given within thirty (30) days of Group’s receipt of notice of such change in brand.
5.DETERIORATION OF QUALITY: Should the Hotel suffer a substantial deterioration in the quality of the Hotel facilities as evidenced by a change in the AAA rating of the Hotel, Group shall notify the Hotel of Group’s concerns in writing. The parties agree to negotiate in good faith to resolve any concerns raised and to enter into such amendments of the Agreement as may be necessary to reasonably accommodate both parties’ interests. A change in the Hotel’s AAA rating will not constitute grounds for termination of this Agreement unless mutually agreed upon by both parties. In the event that the parties are unable to reach mutual agreement, the parties agree to submit their dispute for binding resolution to an independent third party who will conduct a site visit of Hotel at Hotel’s expense as soon as reasonably possible, review the positions of each party as submitted in writing, and make a final determination in writing within 10 days of the site visit regarding resolution of the dispute. The parties agree to pick a neutral third party (such as an independent meeting planner) that does not have a substantial relationship with either Hotel or Group. Such determination may include financial concessions to be made by Hotel or allowing Group to terminate the Agreement without liability to either party (in which case Hotel agrees to refund to Group all prepaid deposits or advance payments paid to Hotel).
6.BANKRUPTCY: In the event that either party shall make a voluntary or involuntary assignment for the benefit of creditors or enter into bankruptcy proceedings, become insolvent or subject to foreclosure or take any other action for the benefit of creditors or relief of debtors prior to the date of the Group’s meeting, then to the extent legally permitted under applicable laws, the other party shall have the right to cancel this Agreement without liability upon written notice to the other party.
7.DISCLAIMER OF LIABILITY: To the fullest extent permitted by law, Group agrees that in no event will Hotel, Hotel’s Owner or Hilton Domestic Operating Company Inc. be liable for any liability arising out of any agreement between Group and any third party supplier or contractor that Group hires or retains to provide services to Group’s Event. For the avoidance of doubt, this disclaimer applies even if such third party supplier or contractor was recommended by Hotel to Group.
8.AUXILIARY AIDS (APPLICABLE FOR EVENTS HELD IN THE UNITED STATES ONLY):
(a) Compliance by Hotel. Hotel shall be responsible for complying with the public accommodations requirements of the Americans with Disabilities Act (“ADA”) not otherwise allocated to Group in this Agreement, including: (i) the “readily achievable” removal of physical barriers to access to sleeping rooms, common areas (e.g., restaurants, rest rooms, and public telephones) and transportation services; (ii) the provision of equivalent facilitation, auxiliary aids and services where necessary; and (iii) the reasonable modification of Hotel’s policies, practices and procedures applicable to all guests and/or groups as necessary to provide equivalent access to goods and services to disabled individuals.
(b) Compliance by Group. Group shall be responsible for complying with the following public accommodations requirements of the ADA: (i) the “readily achievable” removal of physical barriers within the meeting rooms utilized by Group which Group would otherwise create (e.g., set-up of exhibits in an accessible manner) and not controlled or mandated by Hotel; (ii) except as required by applicable laws, the procurement and payment of auxiliary aids and services where necessary to ensure effective communication of Group’s program to disabled participants (e.g., Braille or enlarged print handouts, interpreter or simultaneous videotext display); and (iii) the modification of Group’s policies, practices and procedures applicable to participants as required to enable disabled individuals to participate equally in the program. The Hotel will, upon Group’s request, furnish Group with the names of businesses Group can contact to obtain these auxiliary aids.
(c) Cooperation in Identifying Special Needs. Group agrees that no later than one week in advance of Group’s Event, Group will furnish to Hotel a list of any auxiliary aids and/or services that Group will be providing to Group’s attendees in meeting or function space, as well as any other special needs of attendees with disabilities requiring accommodation by Hotel. Furthermore, Group agrees to notify the Hotel of such needs for accommodation as soon as they are identified to Group. Whenever possible, Group shall copy Hotel on correspondence with attendees who indicate special needs as covered by the ADA.
9.COMPLIANCE WITH LAWS: Each party agrees to comply with all applicable laws and regulations related to the Event that is the subject of this Agreement, including without limitation, health and safety codes, anti-terrorism, anti-corruption, anti-money laundering laws and regulations, and fire regulations. Each party agrees to cooperate with the other party and any relevant government authority to ensure compliance with such applicable laws and regulations. Given that Hilton is headquartered in the United States of America, 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, Group represents and warrants that Group is currently not, and Group is not booking on behalf of or for the benefit of, any person or entity who is: (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. For the avoidance of doubt, this representation and warranty applies equally with respect to the Group, the Group’s third party planner for this booking, as well as those entities that, to the Group’s knowledge, will be using any of the facilities contracted under this Agreement. If this representation and warranty changes prior to Group’s arrival date, then Group must notify the Hotel immediately. Group expressly acknowledges and agrees that Hotel’s ability to perform under this Agreement is subject to 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 Hotel under applicable laws, Hotel may cancel the Event and this Agreement without liability to Group, Group’s attendees or any third parties who may otherwise have benefitted from the use of Hotel facilities under this Agreement if Hotel reasonably believes it is necessary to do so in order for Hotel to comply with Hotel’s obligations under applicable laws or regulations, including (but not limited to) if Group is added to any restricted party listings as described in this Compliance With Laws clause or if Group otherwise violates the terms of this Compliance With Laws clause. Hotel represents and warrants to Group that Hotel is currently not 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. If this representation and warranty changes prior to Group’s arrival date, then Hotel must notify the Group immediately. Hotel expressly acknowledges and agrees that Group’s ability to perform under this Agreement is subject to Group’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 Group under applicable laws, Group may cancel the Event and this Agreement without liability to Hotel or any third parties who may otherwise have benefitted from the Group’s use of Hotel facilities under this Agreement if Group reasonably believes it is necessary to do so in order for Group to comply with Group’s obligations under applicable laws or regulations, including (but not limited to) if Hotel is added to any restricted party listings as described in this Compliance With Laws clause or if Hotel otherwise violates the terms of this Compliance With Laws clause.
10.PROMOTIONAL CONSIDERATIONS: We have the right to review and approve any advertisements or promotional materials in connection with your Event that specifically reference the name of the Hotel or a name or logo owned by a subsidiary of Hilton Domestic Operating Company Inc., including (but not limited to): Hilton, Hilton Hotels & Resorts, Conrad Hotels & Resorts, Canopy by Hilton, Curio – A Collection by Hilton, Waldorf Astoria Hotels & Resorts, Embassy Suites by Hilton, DoubleTree by Hilton, Hilton Garden Inn, Hampton Inn, Hampton Inn & Suites, Home2 Suites by Hilton, Tru by Hilton, Homewood Suites by Hilton, Tapestry Collection by Hilton, and Hilton Grand Vacations. You agree that we may share your Event and Planner information with our third party providers who offer support services to groups holding meetings/functions at our Hotel, including audio/visual services, decorators, florists, and others.
11.IMPOSSIBILITY: If unanticipated events beyond the reasonable control of the parties (including, but not limited to: acts of God, disasters, fire, accidents or other casualties; declared war in the country in which the Hotel is located; civil disorder within a 5-mile radius of Hotel; government regulation, including government regulations prohibiting travel to the city in which the Hotel is located over the Event dates and/or the issuance of a “Level 3 Travel Warning” by the Centers for Disease Control that specifically advises travelers to avoid all non-essential travel to the city in which the Hotel is located and which travel advisory is in effect over the Event dates; terrorist attacks in the city in which the Hotel is located; or curtailment of transportation facilities either in the city in which the Hotel is located or in the countries/states of origin of the attendees that prevents at least 30% of the attendees from arriving for the first peak night of the Event) make it illegal or impossible or commercially impracticable to perform under this Agreement, the affected party may terminate this Agreement, without liability, upon providing written notice to the other party within ten (10) days of the occurrence. If the Event is properly cancelled by Group due to a valid Impossibility / force majeure occurrence, then upon written request by Group, Hotel agrees to refund to Group all prepaid deposits or advance payments paid to Hotel without deduction.
12.INDEMNIFICATION: To the fullest extent permitted by law, Group agrees to protect, indemnify, defend and hold harmless the Hotel, Hilton Domestic Operating Company Inc. (“Hilton”). and the Hotel’s Owner, and their respective owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the “Hotel Indemnified Parties”), from and against any and all claims, losses or damages to persons or property, governmental charges or fines, penalties, and costs (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 Claim(s) arise out of (i) the negligence, gross negligence or intentional misconduct of Group’s employees, agents, contractors, or attendees, or (ii) a violation or breach of any of the terms and conditions of this Agreement by Group or any related act or failure to act by Group, including but not limited to the obligation of compliance with applicable laws or regulations. Nothing in this indemnification shall require Group to indemnify the Hotel Indemnified Parties for that portion of any Claim arising out of the negligence, gross negligence or intentional misconduct of the Hotel Indemnified Parties.
To the fullest extent permitted by law, Hotel agrees to protect, indemnify, defend and hold harmless Group, Group’s owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the “Group Indemnified Parties”), from and against any and all Claims (as such term is defined above) arising out of or relating to the Event that is the subject of this Agreement but only to the extent any such Claim(s) arise out of (i) the negligence, gross negligence or intentional misconduct of Hotel’s employees, agents, or contractors, or (ii) a violation or breach of any of the terms and conditions of this Agreement by Hotel or any related act or failure to act by Hotel including, but not limited to, the obligation of compliance with applicable laws or regulations. Nothing in this indemnification shall require Hotel to indemnify any of the Group Indemnified Parties for that portion of any Claim arising out of the negligence, gross negligence or intentional misconduct of the Group Indemnified Parties.
The party found to be at fault or responsible for any Claim will be required to indemnify the other party as provided in this section. To the fullest extent permitted by law, the parties agree that a comparative negligence standard will apply to any Claims and each party will be responsible for paying for the portion of the total Claims attributable to its fault. In the event of a settlement of any Claim, expenses will be allocated proportionately based upon the amount paid by each party.
This section shall not 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 this Agreement.
13.GROUP’S INSURANCE: Group agrees to maintain insurance reasonably commensurate with all activities arising from or connected with your Event, including, but not limited to, general liability insurance, with limits not less than $2,000,000 per occurrence, covering personal injury, property damage, and other liability arising from your Event. Upon request, Group shall make evidence of coverage available to Hotel. With respect to any claims or other liability for which Group is responsible, Group’s insurance will apply as primary to any insurance maintained by the Hotel Indemnified Parties, except to the extent and percentage attributable to the Hotel’s negligence and only to the extent that coverage for the claim is not available through the Hotel’s insurance.
14.HOTEL’S INSURANCE: Hotel agrees to obtain and keep in force, during the term of Group’s occupancy and use of the Hotel premises for Group’s Event, the following insurance coverages:
(a) Commercial general liability insurance, including liability for personal injury, bodily injury (including death), property damage and completed operations liability with a combined single limit of not less than Five Million US dollars ($5,000,000.00 USD) per occurrence;
(b) Automobile liability insurance including all owned, non-owned and hired vehicles used in conjunction with the performance of this Agreement for bodily injury (including death) and property damage with combined single limit of not less than One Million US Dollars ($1,000,000.00 USD) per occurrence;
(c) Liquor liability insurance with a combined single limit of not less than One Million US Dollars ($1,000,000.00 USD) per occurrence; and
(d) Worker’s compensation insurance to statutory limits, as well as Employers Liability coverage in the minimum amounts of One Million US Dollars ($1,000,000.00 USD) per each accident, One Million US Dollars ($1,000,000.00 USD) per Disease – Policy Limit, and Million One Million US Dollars ($1,000,000.00 USD) per Disease – Each Employee, or such amounts as are required by law.
(e) Umbrella Liability and/or Excess Liability Insurance with minimum limits of Three Million U.S. Dollars ($3,000,000.00 USD) applying excess of coverages required in subsections (a) through (d) above. For clarity, the limits of liability required in subsections (a) through (d) above may be satisfied by a combination of primary, umbrella and/or excess liability insurance policies.
Upon request, Hotel agrees to provide Group with a certificate or proof of such coverages. 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.
15.GOVERNING LAW: The parties acknowledge that Hilton and Group are based in the United States, and both Hilton and Group need 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.
16.DISPUTE RESOLUTION; ATTORNEY’S FEES: The parties will use their commercially reasonable efforts to informally and timely resolve any dispute concerning any matter related to this Agreement by presenting the dispute to senior representatives of Hotel and Group for their discussion and possible resolution in the order set forth herein; provided, however, 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 and therefore this clause shall not bar either party from seeking equitable relief, including injunctive relief. All negotiations pursuant to this section are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If within a period of sixty (60) calendar days after submission of a disputed matter in accordance with this clause, the respective senior representatives are unable to agree upon a resolution of such dispute, then the dispute will be resolved by arbitration using one arbitrator before then the dispute will be resolved by arbitration using one arbitrator before JAMS or the American Arbitration Association in New York, New York (unless the parties mutually agree in writing upon a different location). The parties 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 State or Federal court. The arbitrator is not empowered to award damages in excess of those permitted under this Agreement and reasonable attorneys’ fees and legal costs and expenses as well as expert witness fees, costs and pre and post judgment interest at the highest available legal rate.
17.DISPUTES INVOLVING CREDIT CARD PAYMENTS: As a condition of Hotel agreeing to accept your credit card as an approved form of payment for all Master Account charges, you agree that any dispute that you may raise with respect to any Master Account charges must be addressed directly between you and us and to work in good faith to resolve any such disputed invoices in a timely manner. Any dispute that cannot be timely resolved to the mutual satisfaction of the parties shall be resolved in accordance with the dispute resolution provisions as contained in this Agreement.
18.SUCCESSORS AND ASSIGNS: Subject to Section 4, the commitments made by each party will be binding on their respective successors and assigns. In the event that Group assigns, sells, conveys, pledges or otherwise disposes of all or substantially all of its assets (collectively referred to as “assignment”), by operation of law or otherwise, this agreement and the obligations herein must also be assigned to and assumed by the successor organization, subject to approval by Hotel. In the event such an assignment is completed, Group agrees to notify Hotel no later than least thirty days following the close of the assignment transaction of the entities involved. Hotel will thereafter have 20 days in which to notify Group if assignment is approved. Group may not otherwise assign this Agreement or any rights hereunder. You may not re-sell reservations. If we become aware of any violation of this section, we may immediately terminate the Agreement without incurring any liability to you for contracted rooms or rates and you will be responsible for any damages resulting from the cancellation as set forth herein.
19.SEVERABILITY; NON-WAIVER: Any provision in this Agreement that is held to be illegal or unenforceable in any jurisdiction shall be ineffective to the extent of such illegality or unenforceability without invalidating the remaining provisions and any such illegal or unenforceable provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. Either party’s failure to enforce any term or condition of this Agreement does not waive that party’s right to enforce that or any other term or condition at any time.
20.AMENDMENTS/CHANGES: Any amendments or changes to the arrangements described in this Agreement must be made in writing, signed by both you and us; provided, however, that this Agreement includes all signed or unsigned Event Orders (and the terms and conditions contained therein and attached thereto) issued by us for this and related functions/events and that your final guarantee of attendance may be made by phone. 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 with signature attached or by facsimile transmission will be considered as enforceable and valid as an original signature by the party signing. The effective date of communications between the parties will be determined as follows: (i) communications sent via U.S. Mail (or local equivalent) or private mail delivery service (i.e., Fed Ex) or email will be effective as of the date sent; and (ii) Communications sent via facsimile will be considered effective as of the date and time on the facsimile confirmation sheet retained by the sender. For the avoidance of doubt, emails, including emails that bear an electronic “signature block” identifying the sender, do not constitute signed writings for purposes of this Agreement.