HILTON ENTERTAINMENT AGREEMENT (USA) – ADDITIONAL TERMS AND CONDITIONS

These Additional Terms and Conditions and the Hilton Entertainment Agreement (USA), 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 Agreement. All capitalized terms as used herein that are not specifically defined shall have the meaning ascribed to them in the Agreement.

The following will apply:

Group’s Property: Group may, at Group’s option, purchase insurance to cover Group’s personal property, including 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.

Conduct of Event: To the fullest extent permitted by law, 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. For clarity, 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 will not create any unreasonable disturbance to other guests or meetings. Hotel must exercise reasonable discretion when determining whether the Group is in fact creating an unreasonable disturbance. Hotel reserves the right to end Group’s use of Hotel 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 Hotel and no refunds will be issued by Hotel.

Security: If required, in Hotel’s reasonable judgment, in order to maintain adequate security measures in light of the size and/or nature of the Group’s Event, Group will provide, at Group’s 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. Group’s security agency will be required to provide proof of insurance and sign a hold harmless agreement in the form currently in use at Hotel before they will be allowed to provide services on Hotel premises.

Supplemental Surcharges: For Group’s information, supplemental surcharges are charges added to Group’s Master Account to pay for costs incurred by the Hotel in connection with additional equipment, administration, and staffing necessary for the Event. These surcharges will be solely retained by the Hotel and are not distributed to hourly or tipped employees. Examples include, but are not limited to, early sets, set-up charges, late end times, outdoor venues, resets, refreshes, cleaning and other services that require staffing above normal levels and/or services outside of the normal scope contracted and paid products and services.

COMMISSION CALCULATION: In cases where a commission will be paid on actualized sleeping rooms, the commission will be calculated excluding any taxes, rebates, housing company fees or other subsidy.

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.

TRANSMISSION AND USE OF GUEST DATA: The Hotel handles guest personal information in a manner consistent with Hilton’s Global Privacy Statement. “Personal Data” shall have the same meaning as defined by the European Union’s General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) or other applicable law. The Hotel is committed to collecting, protecting, and using Personal Data in a reasonable manner in accordance with applicable laws. Each party acts as an independent “Data Controller” with respect to its processing of Personal Data 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. 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. To the extent Group will share Personal Data with the Hotel, the following terms shall apply: https://hiltondistribution.com/group-sales-privacy-terms-english/addlterms.htm (or a successor URL as provided by Hilton).

AUXILIARY AIDS: 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 its guests have equivalent access to its goods, services, and accommodations. Except as required by applicable laws, Group agrees that Group will be responsible for the procurement and payment of all charges for auxiliary aids and services required by Group’s Event or program attendees in the meeting or function space that Group have reserved. Hotel will, upon Group’s request, furnish Group with the names of businesses Group can contact to obtain these aids. Group agrees that 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 for Group’s attendees in the meeting or function space that Group have reserved. Group also agrees to be responsible for compliance with the Americans with Disabilities Act in the set up and conduct of meetings for Group’s Event.

RENOVATION/REMODELING: As of the date of the signing of this Agreement, Hotel has no plans for renovation or remodeling of any facilities which will be utilized by Group pursuant to this Agreement, other than ordinary maintenance. If after this Agreement is signed, Hotel confirms any plans to remodel or renovate its facilities, Hotel agrees to inform Group in writing within a reasonable amount of time of the following:

  1. Planned scope of project;
  2. Schedule for commencement and completion;
  3. Anticipated impact project will have on areas to be utilized by Group; and
  4. Hotel’s plan for minimizing impact of project on Group.

Hotel’s plan to renovate or remodel will not constitute grounds for termination of this Agreement unless mutually agreed upon by both parties. The parties agree to negotiate in good faith to resolve any concerns raised as a result of renovations or remodeling and to enter into such amendments of this Agreement as may be necessary to reasonably accommodate both parties’ interests.

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 guaranteed for late arrival in the Room Block cannot be accommodated by the Hotel, the Hotel will provide the following:

  1. 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. One daily complimentary round trip ground transportation between Hotel and the alternate hotel.
  3. The Hotel will make necessary arrangements for the displaced guest’s telephone messages and mail to ensure that they are properly forwarded.
  4. Group will receive credit for any guests displaced toward its pick up for purposes of this Agreement.

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.

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.

GOVERNING LAW / DISPUTE RESOLUTION: 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. The parties agree to use their commercially reasonable efforts to informally and timely resolve any dispute concerning any matter related to the Agreement by presenting the dispute to senior representatives of each party for their discussion and possible resolution in the order set forth herein; provided, however, that a dispute relating to infringement of intellectual property rights shall not be subject to this provision. If within thirty (30) calendar days after submission of a disputed matter in accordance with this clause, the parties are unable to agree upon a resolution of such dispute, then either party may give notice to the other party of its intention to pursue binding arbitration or litigation. Arbitration of disputes (if selected by the filing party) arising out of or in connection with the Agreement shall be resolved in the city and state in which Hotel is located (or the closest available location) using one arbitrator before JAMS or American Arbitration Association. 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. Litigation of disputes (if selected by the filing party) arising out of or in connection with the Agreement will be resolved in a court of competent jurisdiction in the city and state in which Hotel is located (or the closest available location), and to the extent permitted by applicable law, the parties expressly waive the right to a jury trial.

COLLECTION / LEGAL FEES: You and the Hotel agree that if any dispute arises in any way relating to or arising out of the Agreement, the prevailing party in any arbitration or court proceeding will be entitled to recover an award of its reasonable legal fees and costs, plus pre and post judgment interest. If we retain the services of a collection agency or legal representative to assist in the collection of any amounts due to us under the Agreement, you will pay all expenses incurred by us in such collection efforts.

CANCELLATION FOR CAUSE: In addition to any other legal rights and remedies available to us under applicable laws, we may cancel your Event and the Agreement without liability for cause including but not limited to if advance payments or deposits are not paid on a timely basis. If we cancel your Event for cause, then we will be entitled to the full cancellation damages as provided in the Agreement.

HOTEL’S RIGHT TO CANCEL FUTURE EVENTS: We may elect to cancel any agreements separately made between you and our Hotel for additional meetings/functions to be held by you at our Hotel in the future without any liability to you for such cancellation (no fees, charges, damages or penalties shall be due from the Hotel as a result of the cancellation and no claim shall be brought against the Hotel as a result of the cancellation) if any of the following occurs: (i) the master account for a completed Event remains unpaid after 60 days; (ii) should your employees, agents, contractors or attendees cause unreasonable damage or disruption to Hotel’s premises, operations or guests; or (iii) if you book and subsequently cancel an excessive number of confirmed events booked using the Agreement format, as determined by the Hotel in our sole discretion.

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.

NO BINDING PRECEDENT: Given that each group booking opportunity is evaluated by Hotel based on numerous factors (including, but not limited to, rate and room availability, total minimum anticipated revenue, seasonal demands, etc.), for the avoidance of doubt, the terms and conditions agreed to in this Agreement by Hotel, including but not limited to the special rates and concessions described herein, are for the benefit of the Event set out in this Agreement only and cannot be used to create a binding precedent by Group for future events at our Hotel or at any other hotel operating within the Hilton portfolio.

MISCELLANEOUS: Any amendments or changes to the arrangements described in the Agreement must be made in writing, signed by both you and us, provided, however, that your final guarantee of attendance may be made by phone. Any provision in the 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.

Last Revised January 4, 2023