SLEEPING ROOMS ONLY AGREEMENT (PUERTO RICO)-

– ADDITIONAL TERMS AND CONDITIONS

These Additional Terms and Conditions and the Sleeping Rooms Only Agreement (Puerto Rico) – each hereby made a part hereof (collectively, this “Agreement”) are entered into by and between the Hotel and the Group as such terms are defined in the Sleeping Rooms Only Agreement. All capitalized terms as used herein that are not specifically defined shall have the meaning ascribed to them in the Sleeping Rooms Only Agreement.

    • Guest Reservation Information: If Group requests that Hotel provide Group and/or Group’s representative(s) with access to guest reservation information pertaining to guests who have reserved rooms at the Hotel as part of the Room Block established pursuant to this Agreement, then Group certifies that Group have already obtained, or will obtain, consent from each of Group’s attendees for the Hotel or Hilton Domestic Operating Company Inc. (“Hilton”) to provide to Group and/or Group’s representative(s) such attendee’s reservation information, and Group 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.
    • 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. 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 all applicable laws or regulations.
    • Promotional Considerations: Hotel has the right to review and approve any advertisements or promotional materials in connection with Group’s Event that specifically reference the name of the Hotel or a name or logo owned by Hilton. Group agrees that Hotel may share Group’s Event and event planner information with Hotel’s third party providers who offer support services to groups holding meetings/functions at the Hotel, including audio/visual services, decorators, florists, and others.
    • Successors and Assigns: The commitments made by each party will be binding on their respective successors and assigns. If 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. If an assignment is completed, Group agrees to notify Hotel no later than 30 days following the close of the assignment transaction of the entities involved. Hotel will thereafter have 20 days in which to notify Group if the assignment is approved (such consent not to be unreasonably withheld by Hotel, although the Hotel may assess factors including the creditworthiness of the successor organization). Group may not otherwise assign this Agreement or any rights hereunder. Group may not re-sell reservations. If Hotel becomes aware of any violation of this section, Hotel may immediately terminate the Agreement without incurring any liability to Group for contracted rooms or rates and Group will be responsible for any damages resulting from the cancellation as set forth herein.
    • 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.
    • Amendments/Changes: Any amendments or changes to the arrangements described in this Agreement must be made in writing, signed by both Group and Hotel; provided, however, that this Agreement includes all signed or unsigned Event Orders (and the terms and conditions contained therein and attached thereto) issued by Hotel for this and related functions/events and that Group’s 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 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.

Last Revised September 27, 2018