GROUP CONFIRMATION AGREEMENT –
ADDITIONAL TERMS AND CONDITIONS

These Additional Terms and Conditions and the Hilton-IBPOEW Group Confirmation Agreement, each hereby made a part hereof (collectively, the “Agreement“) is entered into by and between the Hotel and the Group as such terms are defined in the Group Confirmation Agreement.  All capitalized terms as used herein that are not specifically defined shall have the meaning ascribed to them in the Group Confirmation Agreement.

1. BANQUET FUNCTIONS: For your organized food and beverage functions and meetings, 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.
• Set Up Charges: Upon receipt and review of Group’s Event requirements, should Hotel reasonably determine that extensive meeting room set-ups or elaborate staging will be required, Hotel will advise Group of the potential set-up charges to cover Hotel costs and additional labor. If equipment is necessary that exceeds Hotel’s inventory, then Group agrees to pay for the cost of renting this additional equipment. Group may request that Hotel disclose to Group.
• 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.
• Outside Food and Beverage: Due to applicable law, Group may not bring alcoholic beverages into the Hotel for Group’s Event. Group must obtain Hotel’s prior approval before Group bring any food or non-alcoholic beverages from outside sources into Hotel’s Hotel. If approval is granted by Hotel, Group must sign a hold harmless and indemnification agreement in the form currently in use at Hotel if food or beverage products not purchased by Hotel but served by Hotel staff are brought in for consumption by Group’s attendees.  Service fees will apply to any outside food or beverage served in Hotel’s function space, regardless whether Hotel labor is required.
• Displays and Decorations; Group’s Property: Group may, at Group’s option, purchase insurance to cover Group’s personal property, including decorations, special objects and other property. To the fullest extent permitted by law, Hotel us not responsible for any loss or damage to property belonging to Group or Group’s attendees, and Hotel does not maintain insurance covering such personal property. All displays and/or decorations will be subject to Hotel’s prior written approval and Hotel reserves the right to contract and charge Group for Hotel staff to provide the labor for any installations or removals of such. Hotel can advise Group 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 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: Group assumes full responsibility for any damage done to Hotel premises and property during Group’s Event (reasonable wear and tear excepted), but only to the extent such damage is caused by Group, Group’s employees, guests, agents, or contractors, including any damage done resulting from the installation, placement, and removal of Group’s displays, equipment, exhibits, or other items. Group will not be responsible for damage caused by guests to guest rooms unless Group has guaranteed payment of the room rate and incidentals for such guest rooms, given that in those instances the Hotel will not always have a credit card on file from the individual guest. Group agrees that Group’s use of function space 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 other activity that generates offensive smells. Group will not use such items without advance approval from Hotel. Hotel must exercise reasonable discretion by taking into account the nature of the function when determining whether the function is in fact creating an unreasonable disturbance (i.e., noise levels associated with a live band or music provided for 500+ guests will generate high levels of noise). Hotel reserves the right to end Group’s use of function space immediately if Group does not promptly comply with Hotel’s request to reduce or eliminate any such disturbance, in which case Group will remain responsible for payment of all charges related to Group’s use of the function space 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 required, in Hotel’s reasonable judgment, in order to maintain adequate security measures in light of the size and/or nature of your Event, 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 may be required to sign a hold harmless agreement before they will be allowed to provide services on Hotel premises.
• Noise: It is understood the nature of the program requires a quiet, professional setting for the achievement of its goals. If Group is disturbed by excessive noise, Group will notify Hotel immediately and Hotel will take prompt, reasonable action to cause such disturbance to cease. Group agrees that music must be kept at an acceptable level during the Group’s banquet / function. If Hotel management believes that the music level is too loud, Hotel may request that Group immediately lower the volume to acceptable levels. If Group neglects to comply with Hotel’s request to lower music levels in a timely manner, Hotel management reserves the right to end Group’s banquet / function immediately, in which case Group will remain responsible for payment of all charges related to Group’s Event and no refunds will be issued by Hotel.

2. GUEST RESERVATION INFORMATION: 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 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.
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. While Hotel will use reasonable efforts to avoid such situation impacting Group, if an attendee with a confirmed reservation in Group’s Room Block cannot be accommodated by the Hotel, the Hotel will provide the following:

1. a)Accommodations at a comparable hotel as close as possible and at no charge to the guest for each night the guest is displaced from the Hotel.
2. b)One daily complimentary round trip ground transportation between Hotel and the alternate hotel.
3. c)The Hotel will make necessary arrangements for the displaced guest’s telephone messages and mail to ensure that they are properly forwarded.
4. d)Group will receive credit for any guests displaced toward its pick up for purposes of this Agreement.
5. e)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. AUXILIARY AIDS (APPLICABLE FOR EVENTS HELD IN THE UNITED STATES ONLY): The Hotel represents that it contains accessibility features for individuals with disabilities and, where needed, the Hotel will provide equivalent facilitation, auxiliary aids and services, and reasonable modifications to policies and procedures to ensure that our guests have equivalent access to the Hotel’s goods, services, and accommodations. You agree that one week in advance of your Event, you will furnish to us a list of any auxiliary aids needed by your attendees in meeting or function space.  Except as required by applicable laws, you agree that you will be responsible for the procurement and payment of all charges for any and all auxiliary aids.  We will, upon your request, furnish you with the names of businesses you can contact to obtain these aids.  You also agree to be responsible for compliance with the Americans with Disabilities Act in the set up and conduct of meetings for your Event.
5. 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. 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.
6. 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.
7. TRANSMISSION AND USE OF GUEST DATA: The Hotel handles guest personal information in a manner consistent with Hilton’s Global Privacy Statement. The Hotel 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.  Group represents that it has authority from each guest to share guest data with the Hotel as provided herein to secure the reservation(s). The Hotel agrees to treat such guest data in accordance with Hilton’s Global Privacy Statement, and the Hotel will be a “Data Controller” for such data.
8. IMPOSSIBILITY: Neither party shall be responsible for failure to perform this Agreement if unanticipated circumstances beyond their control (including, but not limited to: acts of God; government regulation, including, but not limited to, 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 Hotel is located; or declared war in the United States) make it illegal or impossible for Hotel to hold the Event. The affected party may terminate this Agreement without liability upon providing written notice to the other party within ten (10) days of the occurrence.

9. INDEMNIFICATION: Group agrees to indemnify, defend and hold harmless the Hotel, Hotel’s owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the “Hotel Indemnified Parties”), from and against any and all third party 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 the negligence, gross negligence or intentional misconduct of Group’s employees, agents, contractors, exhibitors, or attendees. 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.

• Hotel agrees to 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) to the extent any such Claim(s) arise out of the negligence, gross negligence or intentional misconduct of Hotel’s employees, agents, or contractors. 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.

• 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.

10. 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. Hotel agrees to maintain general liability insurance with limits not less than $2,000,000 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. Upon written request, each party shall make evidence of coverage available to the other party. For hotels that participate in Hilton’s general liability insurance program, proof of Hotel’s general liability 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.

11. GOVERNING LAW: The Agreement will be governed by and interpreted pursuant to the laws of the state in which Hotel is located, excluding any laws regarding the choice or conflict of laws.

12. 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. 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 thirty (30) 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 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. If the Hotel is located in the State of Hawaii, then the following applies: The provisions of Hawaiian Revised Statute §607-14 (http://www.capitol.hawaii.gov/hrscurrent/Vol13_Ch0601-0676/HRS0607/HRS_0607-0014.htm) or any other provision to the contrary shall not govern.

13. DISPUTES INVOLVING CREDIT CARD PAYMENTS: As a condition of Hotel agreeing to accept Group’s credit card as an approved form of payment for all Master Account charges, Group agrees that any disputes that Group may raise with respect to any Master Account charges must be addressed directly by Group and Hotel, and the parties agree 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 resolved in accordance with the dispute resolution provisions as contained elsewhere in this Agreement.

14. SUCCESSORS AND ASSIGNS: 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.  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.

15. 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.

16. 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., FedEx) 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.