Site Usage and Information Agreement
I. IMPORTANT! THIS IS A BINDING LEGAL AGREEMENT (this "Agreement"). PLEASE READ THESE
TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE.
This Agreement governs your use of this Internet site located at
(collectively, the "Site") and is by and between Hilton Worldwide, Inc.
(referred to herein as "HWI", "we", "us", or "our") and you, on
behalf of yourself and the buyer, member or supplier for which you have registered
("you"). By using, viewing, transmitting, caching, storing and/or otherwise utilizing
the Site, the services or functions offered in or by the Site and/or the contents of
the Site in any way, you have agreed to each and all of the terms and conditions set
forth below, and waive any right to claim ambiguity or error in this Agreement.
If you do not agree to each and all of these terms and conditions
please do not use the Site and leave the Site immediately. We reserve the right,
at our sole and absolute discretion, to change, modify, add, or remove portions of these
terms at any time without notice and, unless otherwise indicated, such changes will
become effective immediately; therefore, please check these terms periodically for
changes. Your continued use of the Site following the posting of changes to this
Agreement will mean you accept those changes. Please print and retain a copy of this
Agreement, as it may be changed from time to time, for your records.
The Site is available only to individuals and entities that can form legally binding
contracts under applicable law. Without limiting the foregoing, the Site and the
services offered by the Site are not available to minors. If you do not qualify,
click here to leave the Site and do not use the
Site. You must be eighteen (18) years of age or older to reserve a room on this website.
If you are under the age of eighteen, you may contact the hotel directly for assistance.
The Site and the materials located on or through the Site are provided by us for
informational purposes only, with the understanding that we are by the provision of
these materials not engaged in the rendering of legal or other professional advice
or service. The information contained in or through the Site is based upon sources
believed to be accurate and reliable; and we have exercised reasonable care to assure
the accuracy of the information. However, we make no representation or warranty as to
such accuracy. These materials were prepared for us by personnel of our owned and managed
hotels and others. They are made available to franchisees and others as an accommodation
only. Franchisees and others retain ultimate control over the policies and procedures
that they choose to implement at their hotel. By providing these materials, we do not
intend to exercise any direction, oversight or control over those policies and procedures.
For all of the above reasons, you should consult your own attorney or other appropriate
professional for advice concerning the terms and conditions of this Agreement and/or
compliance with any legal requirement.
III. RESTRICTIONS ON USE OF MATERIALS
All materials contained in the Site are the copyrighted property of HWI, or its subsidiaries
or affiliated companies and/or third party licensors. No material from the Site or any
Internet site owned, operated, licensed, or controlled by us or our affiliates may be
copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way.
For purposes of these terms, the use of any such material on any other Web, Internet,
intranet, extranet or other site or computer environment is prohibited. All trademarks,
service marks, trade names and trade dress are proprietary to us. You may not frame or
utilize framing techniques to enclose any of our trademarks, logos, or other proprietary
information (including images, text, page layout, or form) without our prior express written
consent. You may not use any meta tags or any other "hidden text" utilizing our name,
trademarks or other proprietary information without our prior express written consent.
Unless indicated otherwise, all names, logos, trademarks, service marks, trade dress and
trade names are proprietary to Hilton Hospitality, Inc., a subsidiary of HWI, Hilton
International Co., Hilton HHonors Worldwide, L.L.C. and Conrad Hospitality, L.L.C.
(collectively "Hilton") in the United States and other countries and may not be used
by anyone for any purpose without our prior express written consent. We consider our
trademarks to be valuable assets, and take infringement of them seriously. Following
is a list of the trademarks used on this site and owned by Hilton.
|100% Satisfaction Guarantee (logo)
||Embassy Suites Stylized E (logo)
||Make Yourself at Home
|A Suite Weekend
||Great American Grill
|Bali By The Sea
||Hampton Inn & Suites
||Points & Miles
|Bull and Bear
||Hilton "H" Swirl (logo)
||Hilton Garden Inn
|Concierge Class (logo)
||Hilton Grand Vacations Club
||The Suite Life
||Hilton Hawaiian Village
||The Waldorf Towers
||Hilton Vacation Station
|DoubleTree by Hilton
||Hit the Road
||Windows on the World
|DoubleTree Club by Hilton Hotel
||Hit the Road Rates
||Yokoso Hilton E Design
|DoubleTree Guest Suites by Hilton
||Home2 Suites by Hilton
||You Bring the Family.
|DoubleTree Twin Tree by Hilton (logo)
||Homewood Suites by Hilton
||We'll Pack the Fun.
|Embassy Suites Hotels
||Everything. Right Where You Need It.
|Embassy Suites Hotels "E" Design
||It Happens at the Hilton.
|Take Me To The Hilton.
||Points of Interest
||Hilton Waikoloa Village
||We Love Having You Here.
Plus One is a registered trademark of Plus One Health Management, Inc.
Interactive Maps: Copyright Etak, Inc. 1984-1996. All Rights Reserved.
In the event you download software from the Site, the software, including any files,
images incorporated in or generated by the software, and data accompanying the
software (collectively, the "Software") are licensed to you by us or third party
licensors for your use in connection with the Site only. We do not transfer title
to the Software to you. You own the medium on which the Software is recorded, but we
(or third party licensors) retain full and complete title to the Software and all
intellectual property rights therein. You may not redistribute, sell, de-compile,
reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form.
We are pleased to hear from our users and welcome your comments regarding the Site
and the products and services offered in connection therewith. Unfortunately, however,
our long-standing company policy does not allow us to accept or consider creative ideas,
suggestions, or materials other than those that we have specifically requested. We employ
a talented staff and consultants who may be working on the same or similar ideas. We hope
you will understand that it is the intent of this policy to avoid the possibility of future
misunderstandings when projects developed by our professional staff and/or consultants
might seem to others to be similar to their own creative work. Please do not send us any
unsolicited original creative materials of any kind. While we do value your feedback on
the Site and the services and products offered in connection therewith, we request that
you be specific in your comments with respect to the same, and not submit any creative
ideas, suggestions, or materials (unless specifically requested by us).
If, at our request, you send certain specific submissions or, despite our request, you send
us creative suggestions, ideas, notes, drawings, concepts, or other information
(collectively, the "Submissions"), the Submissions shall be deemed, and shall remain,
our property. None of the Submissions shall be subject to any obligation of confidence
on our part and we shall not be liable for any use or disclosure of any Submissions.
Without limitation of the foregoing, we shall exclusively own all now known or hereafter
existing rights to the Submissions of every kind and nature throughout the universe and
shall be entitled to unrestricted use of the Submissions for any purpose whatsoever,
commercial or otherwise, without compensation to the provider of the Submissions.
V. FORUMS AND PUBLIC COMMUNICATION
"Forum" means a chat area, message board, or e-mail function offered as part of the Site.
If you participate in a Forum within the Site, if applicable, you must not: (i) defame,
abuse, harass or threaten others; (ii) make any bigoted, hateful or racially offensive
statements; (iii) advocate illegal activity or discuss illegal activities with the
intent to commit them; (iv) post or distribute any material that infringes and/or
violates any right of a third party or any law; (v) post or distribute any vulgar,
obscene, discourteous or indecent language or images; (vi) advertise or sell to, or
solicit others; (vii) use the Forum for commercial purposes of any kind other than to
facilitate a transaction on the Site; (viii) post or distribute any software or other
materials which contain a virus or other harmful component; or (ix) post material or
make statements that do not generally pertain to the designated topic or theme of any
chat room or bulletin board. You shall remain solely responsible for the content of your
messages and shall indemnify and hold the Indemnified Parties harmless for the content
of such messages. We reserve the right to remove or edit content from any Forum at any
time and for any reason.
By uploading materials to any Forum or submitting any materials to us, you automatically
grant (or warrant that the owner of such materials expressly granted) us a perpetual,
royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify,
adapt, publish, translate, publicly perform and display, create derivative works from and
distribute such materials or incorporate such materials into any form, medium, or technology
now known or later developed throughout the universe. In addition, you warrant that all
so-called "moral rights" in those materials have been waived.
When participating in a Forum, never assume that people are who the say they are, know
what they say they know, or are affiliated with whom they say they are affiliated with
in any chat room, message board, or other user generated content area. Information obtained
in a Forum may not be reliable, and it is not a good idea to trade or make any investment
decisions based solely or largely on information you cannot confirm. We cannot be
responsible for the content or accuracy of any information, and shall not be responsible
for any trading or investment decisions made based on such information.
VI. CONTENT LINKED TO THE SITE
Links to other sites we think may be of interest to you are provided for your convenience.
By providing these links, we are not endorsing, sponsoring or recommending such sites or
the materials disseminated by or services provided by them, and are not responsible for
the materials, services or other situations at or related to or from any other site.
Please exercise discretion while browsing the Internet and using the Site. You should be
aware that when you are using the Site, you could be directed to other sites that are
beyond our control. There are links to other sites from the Site pages that take you
outside of the Site. For example, if you "click" on a banner advertisement or a search
result, the "click" may take you off the Site. This includes links from advertisers,
sponsors, and content partners that may use our logo(s) as part of a co-branding agreement.
These other sites may send their own cookies to users, collect data, solicit personal
information, or contain information that you may find inappropriate or offensive.
In addition, advertisers on the Site may send cookies to users that we do not control.
We reserve the right to disable links from any third party sites to the Site.
We make no representations concerning the content of sites listed in any of the
Site's directories. Consequently, we cannot be held responsible for the accuracy,
relevancy, copyright compliance, legality or decency of material contained in sites
listed in any search results or otherwise linked to a Site.
Please keep in mind that whenever you give out information online, that information
can be collected and used by people you don't know. We cannot guarantee the security
of any information you disclose online; you make such disclosures at your own risk.
ELECTRONIC TRANSMISSIONS, INCLUDING THE INTERNET, ARE PUBLIC MEDIA, AND ANY USE OF SUCH
MEDIA IS PUBLIC AND NOT PRIVATE. INFORMATION RELATED TO OR ARISING FROM SUCH USE IS PUBLIC,
OR THE PROPERTY OF THOSE COLLECTING INFORMATION, AND NOT PERSONAL OR PRIVATE INFORMATION.
YOU AGREE THAT YOU USE THE SITE AT YOUR OWN RISK. THE CONTENT, SERVICES AND MATERIALS IN
THE SITE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR
WARRANTIES OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY. WE DO NOT MAKE ANY
REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS REGARDING THE ACCURACY, RELIABILITY,
USEFULNESS OR COMPLETENESS OF THE SERVICES, CONTENT OR MATERIALS IN THE SITE OR ANY SITE
LINKED TO IT. TO THE MAXIMUM EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM
ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, DESIGN,
ACCURACY, CAPABILITY, SUFFICIENCY, SUITABILITY, CAPACITY, COMPLETENESS, AVAILABILITY,
COMPATIBILITY OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DO NOT
WARRANT THAT THE SITE OR THE SERVICES, CONTENT, MATERIALS OR FUNCTIONS CONTAINED IN
THE SITE WILL BE CONTINUOUSLY AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL
BE CORRECTED, OR THAT THE SITE, SERVICES, CONTENT, MATERIALS OR THE SERVERS THAT MAKE
THE SITE OR SUCH SERVICES, CONTENT AND MATERIALSAVAILABLE ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS OR ARE ACCURATE OR COMPLETE. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS
REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, CONTENT, MATERIALS, FUNCTIONS
OR PRODUCTS AVAILABLE THROUGH THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY,
OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION
MAY NOT APPLY TO YOU. In the event we are held liable for any damages related to such
matters, your sole and exclusive remedy will be limited to reimbursement for services
or products paid by you to the entity held liable which were not provided by such entity.
You hereby waive any and all rights to bring any claim or action related to such matters
in any forum beyond one (1) year after the first occurrence of the kind of act, event,
condition or omission upon which the claim or action is based.
We explicitly disclaim any responsibility for the accuracy, content, or availability
of information found on sites that link to or from the Site. We cannot ensure that you
will be satisfied with any products or services that you purchase from the Site or from
a third-party site that links to or from the Site or third party content on the Site.
We do not endorse any of the merchandise, nor have we taken any steps to confirm the
accuracy or reliability of, any of the information contained in such third-party sites
or content. We do not make any representations or warranties as to the security of any
information (including, without limitation, credit card and other personal information)
you might be requested to give any third party, and you hereby irrevocably waive any
claim against the Indemnified Parties with respect to such sites and third party content.
We strongly encourage you to make whatever investigation you feel necessary or appropriate
before proceeding with any online or offline transaction with any of these third parties.
The Indemnified Parties are not responsible for telephone, electric, electronic, network,
Internet, computer, hardware or software program malfunctions, failures, delays or
difficulties, or late, lost, stolen, illegible, incomplete, garbled, misdirected,
mutilated or postage due mail, e-mail, form postings, connections, messages or entries,
or the security of any and all such matters.
Further, the Indemnified Parties are not responsible for incorrect or inaccurate entry
information, whether caused by Internet users or by any of the equipment or programming
associated with or utilized in the Site or by any technical or human error which may
occur in the processing of any information related to the Site.
We may prohibit you from participating in or utilizing the Site if in our sole and
absolute discretion you show a disregard for this Agreement or act in an unsportsmanlike
manner, with the intent to annoy, abuse, threaten, or harass any other person, or in any
other disruptive manner. We also reserve the right to refuse service, terminate accounts,
remove or edit content or cancel orders in our sole and absolute discretion.
If for any reason any portion of the Site is not capable of running as planned, including
infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical
failures, or any other causes beyond the reasonable control of HWI which corrupt or
affect the administration, security, fairness, integrity, or proper conduct of the Site,
we reserve the right (but not the obligation) in our sole and absolute discretion, to
prohibit you and any member, buyer or supplier (and all of your and their Information)
from using the Site, and to cancel, terminate, modify or suspend the Site or any portion
thereof and void such Information.
You also agree that the Indemnified Parties are not responsible or liable in any way for
injury, loss or damage to your computer or interception or use of credit card information,
related to or resulting from use of the Site or any sites, services or materials linked
or related thereto or therefrom and also are not responsible or liable in any way for any
injury, loss, claim or damage relating to or resulting from any part of the Site operating
or not operating on computers or networks used by you or communicating with such computers
To the extent we list or link to third party products or services, our site acts as the
venue for suppliers to sell products and services (or, as appropriate, solicit offers
to buy) and buyers to purchase such products and services. We are not involved in the
actual transaction between buyers and suppliers. As a result, we have no control over
the quality, safety or legality of the items advertised, the truth or accuracy of the
listings, the ability of suppliers to sell items or the ability of buyers to buy items.
We cannot ensure that a buyer or supplier will actually complete a transaction.
We do not control the information provided by other users which is made available through
the Site. You may find other user's information to be offensive, harmful, inaccurate, or
deceptive. Please use caution and common sense when using the Site. Please note that
there are also risks of dealing with foreign nationals, underage persons or people acting
under false pretense.
Although we intend that product descriptions contained in the Site be current and
accurate, we make no warranty or representation that descriptions of products in the
Site are accurate, complete, current, or reliable in any or all respects. In the event
that a product described in the Site is not as described, your sole remedy is to return
it in unused condition in accordance with the suppliers' return policy.
ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 U.S.C. 2701-2711): WE MAKE NO GUARANTY
OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE
SITE OR ANY WEB SITE LINKED TO THE SITE. WE WILL NOT BE LIABLE FOR THE PRIVACY OF THE
INFORMATION, E-MAIL ADDRESSES, REGISTRATION AND IDENTIFICATION INFORMATION, DISK SPACE,
COMMUNICATIONS, CONFIDENTIAL OR TRADE-SECRET INFORMATION, OR ANY OTHER CONTENT TRANSMITTED
OVER NETWORKS ACCESSED BY THE SITE, OR OTHERWISE CONNECTED WITH YOUR USE OF THE SITE.
NO ORAL ADVICE OR WRITTEN CORRESPONDENCE OR INFORMATION PROVIDED BY US OR ANY OF THE
INDEMNIFIED PARTIES WILL CREATE A WARRANTY OF ANY KIND AND USERS SHOULD NOT RELY ON ANY
SUCH INFORMATION OR ADVICE. WE RESERVE THE RIGHT, IN OUR SOLE AND ABSOLUTE DISCRETION
AND WITHOUT NOTICE, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE, OR
TO DENY ACCESS TO THE SITE TO ANYONE AT ANY TIME. NEITHER WE NOR ANY OF THE INDEMNIFIED
PARTIES, SHALL HAVE ANY LIABILITY ARISING FROM YOUR RELIANCE UPON THE INFORMATION PROVIDED
ON THE SITE.
Search and Directory are free services which may be offered in connection with the Site.
Because the Web changes constantly, no search engine technology can possibly have all
accessible sites at any given time. Thus, we explicitly disclaim any responsibility for
the content or availability of information contained in any search index or directory
offered in connection with the Site.
The Site may contain technical inaccuracies or typographical errors or omissions. Hilton
is not responsible for any typographical, photographic, technical or pricing (including
without limitation mistaken hotel rates) errors listed on our Site. Hilton reserves the
right to make changes, corrections and/or improvements to the Site, and to the products
and programs described in such information, at any time without notice.
We reserve the right to cancel or modify reservations where it appears that a customer
has engaged in fraudulent or inappropriate activity or under other circumstances where
it appears that the reservations contain or resulted from a mistake or error.
We reserve the right to determine whether claims for Our Best Rate. Guaranteed. are valid
and meet all of the defined requirements and terms and conditions of the program. All
claims will be verified and confirmed. If a claim is deemed to qualify, the claimant
will be contacted by Guest Services and claim will be handled according to the terms
and conditions of the program.
You are entirely responsible for maintaining the confidentiality of your password and
account and for all activities that occur under your account. You hereby indemnify,
defend and hold us and our hotels and each of our and their owners, partners, subsidiaries,
affiliates, franchisees and each of such person's or entities' officers, directors, agents,
contractors, subcontractors, guests, residents, visitors, licensees, invitees, permitees
and employees (collectively, the "Indemnified Parties") harmless from and against any and
all allegations, demands, claims, liabilities, damages, fines, penalties or costs of
whatsoever nature (including reasonable attorneys' fees) and whether by reason of death
of or injury to any person or loss of or damage to any property or otherwise ("Claims")
arising out of or in any way connected with this Agreement, the services or products
provided to you by the Site or any related act or failure to act by you and whether or
not occasioned or contributed to by the negligence of HWI or any agent or employee of
the Indemnified Parties or any of them (except as and to the extent prohibited by applicable
law) or Claims arising from your account, including, without limitation, any Claims related
to infringement by you of the intellectual property rights of any person, including without
limitation, copyright, patent, trade secret, trade mark, artist rights, droit moral, privacy,
publicity or rights under other intellectual property laws. In the event that any Claim is
made or any action or proceeding is brought against the Indemnified Parties, or any of them,
arising out of or connected with this Agreement, any such Indemnified Party may, by reasonable
notice to you, require you, at your expense, to resist such Claim or take over the defense of
any such action or proceeding and employ counsel for such purpose, such counsel to be subject
to the prior written approval of such Indemnified Party, which approval shall be deemed to
have been given hereby in the case of counsel acting for your insurance underwriters engaged
in such resistance or defense. You shall cooperate with us in the defense of any Claim.
We reserve the right, at our own expense, to assume the exclusive defense and control of
any matter otherwise subject to indemnification by you.
IX. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE BE LIABLE FOR
ANY LOST PROFITS, COST OF COVER, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, RELIANCE,
CONSEQUENTIAL OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE,
THE SITE OR THE SERVICES OR FUNCTIONS OF THE SITE OR ARISING OUT OF YOUR ACCESS TO, OR
INABILITY TO ACCESS, THE SITE OR YOUR RELIANCE UPON, THE SITE OR THE SERVICES, CONTENT
OR MATERIALS IN, OR FUNCTIONS OF, THE SITE, PROVISION OF, OR FAILURE TO PROVIDE SERVICES,
OR INFORMATION, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS,
WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY
OF LIABILITY (INCLUDING NEGLIGENCE). IN ADDITION, WE HAVE NO DUTY TO UPDATE THE SITE OR THE
CONTENTS THEREOF. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION
(WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR OTHERWISE) EXCEED
THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE
OR ANY OF THE PRODUCTS, SERVICES, MEMBERS, SUPPLIERS AND/OR BUYER OFFERED IN CONNECTION THEREWITH
OR ASSOCIATED THEREWITH, AS THE CASE MAY BE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE
USE OF THE SITE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE TERMS HEREOF.
BY UTILIZING THE SITE, ALL USERS ACKNOWLEDGE AND AGREE THAT THE INDEMNIFIED PARTIES
ARE RELEASED, DISCHARGED AND HELD HARMLESS FROM AND ARE NOT RESPONSIBLE OR LIABLE FOR
ANY LIABILITY WITH RESPECT TO ALL ASPECTS OF THE SITE (INCLUDING WITHOUT LIMITATION,
ANY ILLNESS, LOSSES, LITIGATION, PERSONAL INJURY, DEATH, PROPERTY DAMAGE, AND CLAIMS
BASED ON PUBLICITY RIGHTS, DEFAMATION, OR INVASION OF PRIVACY, REASONABLE ATTORNEYS'
FEES AND COURT COSTS) THAT MAY OCCUR FROM USE OF THE SITE OR THE ACCEPTANCE, POSSESSION,
USE OR MISUSE OF INFORMATION, MATERIALS, SERVICES OR PRODUCTS RELATED THERETO OR ACQUIRED
THEREFROM. WE RESERVE THE RIGHT AT ANY TIME AND WITHOUT LIABILITY TO RESTRICT OR REFUSE
ACCESS TO THE SITE AND ITS SERVICES, CONTENT, MATERIALS AND FUNCTIONS TO ANYBODY. WE FURTHER
RESERVE THE RIGHT TO SEEK ANY FORM OF RELIEF, INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES,
RELATED TO FRAUDULENT OR ILLEGAL ACTIVITY CONNECTED WITH THE USE OF THE SITE.
Because we are not involved in the actual transaction between buyers and suppliers, if
applicable, in the event that you have a dispute with one or more users, you also on
behalf of yourself, your predecessors, if applicable, and each of their present and former
officers, employees, directors, shareholders, parents, subsidiaries, alter egos, affiliates,
partners, agents, attorneys, accountants, heirs, executors, administrators, conservators,
successors and assigns, as applicable, hereby fully and forever releases and discharges the
Indemnified Parties, from any and all claims, demands, liens, actions, agreements, suits,
causes of action, obligations, controversies, debts, costs, attorneys' fees, expenses,
damages, judgments, orders and liabilities of whatever kind or nature in law, equity or
otherwise, whether now known or suspected which have existed or may have existed, or which do
exist or which hereafter can, shall or may exist, based on any facts, events or omissions
occurring from any time on or prior to the execution of this Agreement which arise out of,
concern, pertain or relate in any way to this Agreement or the Site. You also acknowledge
that there is a possibility that subsequent to the execution of this Agreement, you will
discover facts or incur or suffer claims which were unknown or unsuspected at the time this
Agreement was executed, and which if known by it at that time may have materially affected
its decision to execute this Agreement. You acknowledge and agree that by reason of this
Agreement, and the release contained in this section of this Agreement, you are assuming
any risk of such unknown facts and such unknown and unsuspected claims. You have been
advised of the existence of Section 1542 of the California Civil Code ("Section 1542"),
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST
HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Notwithstanding such provisions, this release shall constitute a full release in
accordance with its terms. You knowingly and voluntarily waive the provisions of
Section 1542, as well as any other statute, law or rule of similar effect. In
connection with such waiver and relinquishment, You acknowledges that you are aware
that you may hereafter discover claims presently unknown or unsuspected, or facts in
addition to or different from those which you now know or believe to be true, with
respect to the matters released herein. Nevertheless, it is your intention, through this
Agreement, and with the advice of counsel, fully and finally settle and release all such
matters, and all claims relative thereto, which do now exist, may exist, or have existed
between and among the parties hereto, including the Indemnified Parties. You hereby
acknowledge that you have been advised by your legal counsel, understand and acknowledge
the significance and consequence of this release and of this specific waiver of Section
1542 and other such laws.1
XI. JURISDICTIONAL ISSUES
The products and/or services described in and available through the Site may not be
available in your country. We make no representation that the services or products
offered in the Site are appropriate or available for use in any particular location.
Those who choose to access the Site do so on their own initiative and are responsible
for compliance with local laws, if and to the extent local laws are applicable. If use
of the Site and/or viewing or use of any material or content therein or services offered
thereby violates or infringes any applicable law in your jurisdiction(s), you are not
authorized to view or use the Site and must exit immediately. Your viewing and/or use of
the Site constitutes your representation that you are unconditionally and without limitation
permitted to view and use the Site and the Indemnified Parties may rely upon such
representation. The Site is operated from the United States and it is possible that
some Software from the Site may be subject to United States export controls. No Software
from the Site may be downloaded or otherwise exported or reexported (i) into (or to a
national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country
subject to a U.S. or U.N. embargo or sanction; or (ii) to anyone on the US Treasury
Department's list of Specially Designated Nationals or anyone subject to the same or
similar restrictions even if not listed or the US Commerce Department's Table of Deny
Orders. By downloading or using the Software, you represent and warrant that you are
not located in, under the control of, or a national or resident of any such country
or on any of the above restricted lists or subject to such restrictions.
XII. ACCESS AND INTERFERENCE
You will not use any robot, spider, other automatic device, or manual process to monitor
or copy the Site or the contents or information (including the Information) contained
therein without our prior express written consent. You agree that you will not use any
device, software or routine to interfere or attempt to interfere with the proper working
of the Site or any transaction being conducted through the Site. You agree that you will
not copy, reproduce, alter, modify, create derivative works, or publicly display any
content (except for any Information in which you have an ownership interest) from the
Site without our prior express written consent or the appropriate third party.
The information (including the Information) you provide to us (i) shall not contain
any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming
routines that are intended to damage, detrimentally interfere with, surreptitiously
intercept or expropriate any system, data or information; and (ii) shall not create
liability for us or cause us to lose (in whole or in part) the services of our ISPs
or other suppliers.
XIII. NO AGENCY
You and HWI are independent contractors, and no agency, partnership, joint venture,
employee-employer or franchiser-franchisee relationship is intended or created by
These terms are effective until terminated by either party. You may terminate these
terms at any time by discontinuing use of the Site and destroying all materials
obtained from any and all such sites and all related documentation and all copies
and installations thereof, whether made under the terms of this Agreement or otherwise.
Your access to the Site may be terminated immediately without notice from us if in our
sole and absolute discretion you fail to comply with any term or provision of this
Agreement. Upon termination, you must cease use of the Site and destroy all materials
obtained from such site and all copies thereof, whether made under the terms of this
Agreement or otherwise. Notwithstanding the termination of this Agreement, you acknowledge
and agree that those rights and obligations which by their nature are intended to survive
the termination of this Agreement in order to be fully operative, shall survive the
termination of this Agreement including, without limitation, the following provisions
hereof: (i) Restrictions on Use of Materials; (ii) Submissions; (iii) Disclaimers; (iv)
Indemnification; (v) Limitations on Liability; (vi) Release; (vii) Access and Interference;
(viii) Notice and Procedure for Making Claims of Copyright Infringement; (ix) Forum; (x)
No Agency; and (xi) Compliance with Laws.
XV. GENERAL PROVISIONS
You shall comply with all applicable laws, statutes, ordinances and regulations regarding
your use of the Site and your solicitation of offers to purchase and/or sell products and/or
services. This Agreement shall be governed by and construed in accordance with the laws of
the State of New York, without giving effect to any principles of conflicts of law. You
agree that any action at law or in equity arising out of or relating to the terms of this
Agreement shall be filed only in the United States District Court for the Eastern District
of Virginia or, if there is no federal jurisdiction over the action, in the courts of the
Commonwealth of Virginia located in Fairfax County, Virginia. You hereby consent and submit
to the personal jurisdiction of such courts for the purposes of litigating any such action.
If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable,
then that provision shall be deemed severable from this Agreement and shall not affect the
validity and enforceability of any remaining provisions. This is the entire agreement
between us relating to the subject matter herein and shall not be modified except as
otherwise set forth herein. No waiver of any term, provision or condition of this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or
shall constitute, a waiver of any other term, provision or condition hereof, whether or
not similar, nor shall any waiver constitute a continuing waiver of any such term,
provision or condition hereof. No waiver shall be binding unless executed in writing by
the party making the waiver. You agree that you will execute and deliver to us, in recordable
form if necessary, such further documents, instruments or agreements, and shall take such
further action, that may be necessary or appropriate to effectuate the purposes of this Agreement.
XVI. DIGITAL SIGNATURE PROVISIONS
You represent and warrant that you have the legal right, power and authority to agree to
the terms of this Agreement on behalf of yourself and the member, buyer or supplier
participating in the Site. You further agree that your use constitutes an electronic
signature as defined by the Electronic Signatures in Global and National Commerce Act
("E-Sign") and the Uniform Electronic Transactions Act ("UETA") and that you have formed,
executed, entered into, accepted the terms of and otherwise authenticated this Agreement
and acknowledged and agreed that this Agreement is an electronic record for purposes of
E-Sign, UETA and the Uniform Computer Information Transactions Act and as such is completely
valid, has legal effect, is enforceable, and is binding on, and non-refutable by you and the
member, buyer or supplier on whose behalf you are acting.
XVII. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed
copyright infringement should be sent to our Designated Agent. Notification must be
submitted to the following Designated Agent:
- Service Provider(s): Hilton Worldwide, Inc.
- Name of Agent Designated to Receive Notification of Claimed Infringement: Kristin Campbell
- Full Address of Designated Agent to Which Notification Should be Sent: 7930 Jones Branch Drive, McLean, VA 22102
- Telephone Number of Designated Agent: 703 883 5100
- Email Address of Designated Agent: CopyrightClaim@hilton.com
To be effective, under Title 17, United States Code, Section 512(c)(3), the notification must
be a written communication that includes the following:
- A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.