Intermediary Agreement

General Terms

These General Terms, and the Intermediary Agreement Specific Terms ("Specific Terms"), each hereby made a part hereof (collectively, this "Agreement"), is entered into by and between the Hilton entity set forth on the Specific Terms (“Hilton”) and the entity set forth on the signature page of the Specific Terms ("Company").

This Agreement sets out the terms and conditions by which Company shall provide Company’s intermediary services to Hilton and the Hotels, including without limitation, providing for the protection of the Hilton Intellectual Property (as defined below)

1. No Partnership; Independent Contractor Status.

1.1 This Agreement shall not operate so as to create a partnership or joint venture of any kind between the parties. This Agreement does not create any legal relationship of principal buyer or seller. In Company’s capacity as an independent contractor, Company is assisting the Hotel by helping the Hotel to sell the Hotel’s rooms and only in the manner described in this Agreement.

1.2 Since Company is an independent contractor, the parties do not anticipate any tax implications or tax consequences that could possibly otherwise arise out a different characterization of Company’s status. Accordingly, Company acknowledges and agrees that this Agreement does not otherwise permit Company to sell or re-sell any rooms in Hotels in any way, or to display any other information about Hilton or its owned, managed, leased, licensed and/or franchised Hotels, including without limitation Room Prices or terms of distribution.

2. Non-Transferable Room Prices

2.1 Company is not authorized to provide any Room Prices or rooms provided to Company hereunder to Company’s own or any other individual's or entity's internet booking/electronic or offline distribution systems or any other outlets, unless Company is specifically authorized to do so in Company’s Specific Terms, and then only in the manner as shall be prescribed in this Agreement.

2.2 Company further acknowledges and agrees that Company is solely responsible for ensuring full compliance with Company’s obligations under this Agreement by Company’s distributors and subcontractors. The Room Prices and this Agreement are otherwise non-transferable and non-assignable.

2.3 Company is not permitted to make available, disclose or transfer any Hotel Information made available to Company pursuant to this Agreement to any third parties for listing or displaying Hotels on any websites or through any on-line or offline channels, other than the Websites pursuant to the terms of this Agreement, or for any other reason. It is entirely within Hilton’s discretion whether to make the Hotel Information available to Company’s Affiliates, and Hilton may revoke Company’s right to make Hotel Information, Images and Hilton Intellectual Property available to any Affiliate(s), in which case Company will cease making Hotel Information, Images and Hilton Intellectual Property available to such Affiliate(s) as soon as reasonably possible, but in any event no later than fifteen (15) days from the date of the written notice. In the event Hilton determines (acting reasonably and in good faith) that any Affiliate that is not an Affiliate fails to comply with the terms of this Agreement, Hilton shall notify Company of such failure and if the failure is not cured within ten (10) days from the date of such notice, Hilton may revoke Company’s right to make Hotel Information, Images and Hilton Intellectual Property available to such Affiliate, in which case Company will cease making Hotel Information, Images and Hilton Intellectual Property available to such Affiliate as soon as reasonably possible, but in any event no later than fifteen (15) days from the date of the notice from Hilton. Each Affiliate shall be subject to the same obligations and limitations as are set forth herein with respect to Company as if a party hereto. To the extent that any such Affiliate fails to comply with such deemed obligations or limitations, Company shall be liable to Hilton for such failure.

2.4 Company understands and agrees that from time to time during the term of this Agreement, Hilton may provide Company with a written notice advising Company to cease from making the Hotels’ Room Prices and rooms available to certain third party distributors that Hilton has identified as being noncompliant with Hilton’s policies or otherwise objectionable. No later than 10 business days following Company’s receipt of any such notice, Company must effectively cease making the Hotels’ Room Prices and rooms available to all such identified distributors until such time that Hilton otherwise instructs Company in writing.

2.5 For clarity, and except as specifically provided in the Specific Terms, each Hotel shall have the right to determine, in the Hotel’s sole and absolute discretion, the price, inventory and availability of Hotel rooms and rate plans offered to Company.

2.6 Without limiting Section 2.5 above, Company understands and agrees that Hilton or the Hotel may establish, offer, market and promote pricing, benefits, promotions, terms and exclusive offers to Hilton Honors members and also to other customers who are members of a specific third-party company or organization (e.g., AAA, AARP, military, corporate negotiated rate, etc.), and neither Hilton nor the Hotel will be required to make such pricing, benefits, promotions, terms and exclusive offers available to Company and Company’s customers.

2.7 Company may not under any circumstances display unauthorized rates, static offline rates, package only rates as room-only rates or Room Prices or rates sourced from any source other than Hilton or the Hotels.

3.1 The Room Price is net non-commissionable.

3.2 Occupancy Taxes are subject to change, so if Room Prices are quoted inclusive of Occupancy Taxes, Room Prices may also be increased by the Hotel in proportion to increases in applicable Tax rates

4.1 Company and Company’s approved distributors may only show Room Prices for Package Bookings in package tours, or tour programs, and Company and Company’s approved distributors and subcontractors may not offer these Room Prices for Package Bookings as room-only inventory in any manner (e.g. Room Price, Tax and/or Hotel Fees listed separately). The Hotel may include bed and breakfast and other combinations of activities that the Hotel provides in room-only inventory. The prices for each of the Package Booking components (e.g., Room Price, airfare and/or car rental, etc...) shall not be itemized for, disclosed to or discernible by the guest at any time (including but not limited to billing statements) and Company must not provide functionality that would permit guests to strip the Package Booking down to view the Room Price separately at any time

4.2 The guest may request additional nights to be added to their Package Booking, which may be offered by the Hotel to the guest in the Hotel’s discretion at then-available prevailing published net rates or the Hotel Collect Bookings rate for room-only nights

4.3 The Hotel has the right of prior approval for all elements of Package Bookings in order to ensure the accuracy of material details and maintenance of the highest level of quality relating to the Hotel’s rooms. Accordingly, Company agrees that:

4.4 Any breach of this Section by Company or any of Company’s distributors or subcontractors warrants termination, subject to 10 business days advance written notice of the breach and allowing Company to rectify such breach (if the breach is capable of being rectified). If the breach has not been rectified then, then this Agreement may be terminated upon written notice to Company by Hilton without incurring any liability to Company for contracted rooms or rates. Furthermore, Company agrees to indemnify Hilton and the relevant Hotel for any documented loss or damage arising from the breach of this Section by Company or Company’s distributors or subcontractors (i.e., costs incurred by Hilton or the relevant Hotel related to a valid Best Price Guarantee claim due to package prices being inappropriately displayed online by Company or Company’s distributors, etc.).

8.1 The Hotel may require that the Company establish credit directly with the Hotel.

8.2 For bookings in the United States and/or the United Kingdom, Hilton reserves the right to require that the Company provide Hilton with an irrevocable letter of credit drawn on an American Bank or bank with US affiliate acceptable to Hilton, in the amount of US$10,000 or equal to Company’s average billings for a two month period at the Hotels, whichever is greater. ALL COSTS/CHARGES FOR THE LETTER OF CREDIT ARE TO BE PAID FOR BY COMPANY. The letter of credit must be maintained for minimum of 12 months. By signing this Agreement, Company assumes responsibility for advising Hilton in writing of any change in Company’s ownership PRIOR TO THE CHANGE. Failure to do so may result in Hilton immediately terminating this Agreement without Hilton or the Hotels incurring any liability to Company for contracted rooms or rates.

8.3 Unless Company has received notification in writing from the Hotel or Hilton (as applicable) that Company’s credit has been approved, all reservations must be paid in full by the required number of days prior to the guest's arrival. If full payment is not received as required, the guest will be required to make a new reservation at the prevailing rate upon arrival at the Hotel.

8.4 Hilton and the Hotel reserve the right to review Company’s credit periodically and to require pre-payment at any time, in Hilton’s and the Hotel’s sole discretion, should Company’s credit status change in any manner.

9.1 Hilton shall, where practicable, facilitate the payment of commissions based upon the total aggregate Consumed Room Bookings for Hotel Collect Bookings made through the Company’s intermediary services in the prior month in all participating Hotels through a central payment system and according to Hilton's standard payment program policies. Those policies, which may change from time to time, may include specifications such as the total amount used as a basis for the payment (e.g., only the Room Price and not incidentals, meals, Occupancy Taxes, etc., whether or not bundled, collected or paid at the same time), fees payable by or deductible from payments to Company and required payment processor(s).

9.2 Company acknowledges and agrees that Hilton and/or the Hotel has the right to determine, in the sole and absolute discretion of Hilton and/or the Hotel from time to time, which room transactions are commissionable and which amount shall be payable. In some instances, commission payments will not be due or paid on rooms offered as special or discounted rates/promotions.

9.3 For each Consumed Room Booking, Hilton will deduct 0.30% of the total amount of each commission payment transaction to offset operating and administrative costs associated with Hilton’s centralized travel agency commission program.

9.4 Notwithstanding the foregoing, by virtue of facilitating the payment of commissions through a central payment system, Hilton shall not be deemed to assume or otherwise have any obligation to pay commissions to Company, which shall remain with the relevant Hotels, and Company will have no legal recourse against Hilton or any Hilton Affiliate, or its or their respective shareholders, directors, officers, employees, or agents, regarding fees, unless and until such relevant Hotel has made available the applicable commission payment to such central payment system.

9.5 The Company shall provide a monthly report to Hilton showing Consumed Room Bookings by the Hotel(s) that have not yet been paid or invoiced, and shall facilitate processing of unpaid amounts to the Hotel(s).

9.6 In the event of a dispute between Company and a Hotel relating to any commissions payable under this Agreement, Company may notify Hilton, and Company will utilize Hilton's then-current fee commission payment inquiry processes in an effort to resolve such dispute. In any event, Company agrees and acknowledges that Hilton shall have no liability whatsoever for any fees owed by Hotels to Company, and Company will have no recourse against Hilton, its Affiliates or other Hotels, or its or their respective shareholders, directors, officers, employees, or agents, regarding such commissions. Company shall be deemed to have waived its right to collect any amount in dispute or to invoke Hilton's commission inquiry process if Company failed to notify Hilton or the Hotel, as applicable, of the existence of such dispute within one hundred and eighty (180) days from the end of Hilton's applicable monthly billing cut-off date in which the Consumed Room Booking occurred. If a Hotel fails to timely pay undisputed commissions, such failure to timely pay shall not be deemed a breach by Hilton under this Agreement.

11. Communicating Information to Guests.

11.1 The Hotel agrees to maintain accurate and up-to-date information about the Hotel products submitted to the Company including, by way of example: (i) applicable booking conditions; (ii) cancellation policy; (iii) Hotel facilities, touring, transfers, vans, cars and other operational information; and (iv) anything that affects or will affect the Hotel product in any material way that could be an inconvenience to customers or cause confusion by customers. Examples of this are (without limitation) closure of swimming pools, restaurants or other guest facilities and refurbishment or renovations on or near the Hotel.

11.2 Company acknowledges and agrees that Company will advise prospective guests as part of the terms and conditions for the room that: (i) guests are subject to, and accept the Hotel’s terms and conditions prevailing at the time of the booking; and (ii) that the room will not normally be available earlier than 15:00 hrs on the relevant day of the guest's arrival. Company acknowledges and agrees that Company will advise prospective guests that the room must be vacated no later than noon on the relevant date of the guest's departure, or such later time as the Hotel may establish. Company acknowledges and agrees that Company shall ensure guests are informed that failure by the guest to do so may incur a late departure charge being applied to the guest's account, which must be settled by the guest on their departure.

11.3 Company acknowledges and accepts that Company must properly and effectively communicate to the guests all reasonable material information that the Hotel has provided to Company relating to their stay at the Hotel. Such information shall include, but not be limited to, information about any facilities at the Hotel being unavailable, that building, refurbishment or repair work is taking place at, or near the Hotel, or that other reasons exist why their stay at the Hotel may not be as they anticipated.

12.1 Accommodation paid by the Hotel at a comparable hotel as close as possible for the first night the guest is displaced from the Hotel.

12.2 One complimentary round trip ground transportation between the Hotel and the alternate hotel.

12.3 The Hotel will make necessary arrangements for the displaced guest's telephone messages and mail to ensure that they are properly forwarded.

12.4 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.

14. Company’s Other Responsibilities.

14.2 Hold, and ensure that all Company’s distributors and sub-contractors and employees hold, all permits, licenses and authorizations necessary or desirable to enable Company to comply with Company’s obligations under this Agreement; and

14.3 Liaise with Company’s assigned Hilton account manager (if applicable) on a regular basis to review, discuss and monitor Hilton’s satisfaction of Company’s obligations hereunder.

15.1 Bind (or hold yourself out as being able to bind) Hilton or the Hotel to any contract or create any liability against Hilton or the Hotel nor describe yourself as anything other than an independent contractor of Hilton or the Hotel; and/or

15.2 Make or give any representation, warranty, statement or claim about Hilton or the Hotel or any of the facilities in any Hotel except as and to the extent specifically authorized in writing by Hilton and/or the Hotel (for example, Company is permitted to provide guests with information about the lodging accommodations and related services as provided to Company by the Hotel).

16. Indemnification.

16.1 To the fullest extent permissible by law, Company shall fully indemnify, defend and hold harmless Hilton and the Hotels and each of their respective owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the “Hilton Indemnified Parties”) from and against any losses, liabilities, claims, demands, damages, penalties, costs or expenses (including reasonable attorneys’ fees) (collectively, the “Losses”) awarded against or incurred or paid by Hilton Indemnified Parties in connection with or related to any claim or action brought by a third party (collectively, “Claims”) against the Hilton Indemnified Parties arising out of or related to or connected with this Agreement, but only to the extent caused by:

16.2 Nothing in this Section 16 shall require Company to indemnify the Hilton Indemnified Parties from Losses that have been caused by the negligence or willful misconduct of the Hilton Indemnified Parties or the breach by the Hilton Indemnified Parties of any of the terms or conditions of this Agreement. For the avoidance of doubt, Company is not responsible for, and assumes no liability for, lodging accommodation related services that the Hotel provides or fails to provide to any guest booking through Company’s intermediary service.

16.3 To the fullest extent permissible by law, each Hotel shall fully indemnify, defend and hold harmless Company, Company’s Affiliates, officers, employees, agents and contractors (the “Company Indemnified Parties”) from and against any Losses awarded against or incurred or paid by the Company Indemnified Parties in relation to any Claim made against Company Indemnified Parties arising out of, related to, or connected with this Agreement, but only to the extent caused by a violation or breach of any of the terms and conditions of this Agreement by the Hotel, provided, however, that nothing in this Section 16 shall require the Hotel to indemnify the Company Indemnified Parties from Losses that have been caused by the negligence or willful misconduct of the Company Indemnified Parties or the breach by the Company Indemnified Parties of any of the terms or conditions of this Agreement

16.4 The Hilton Indemnified Parties or the Company Indemnified Parties, as the case may be (the “Indemnified Party”), shall provide prompt notice to the Company, Company’s parties or the Hotel, as the case may be (the “Indemnifying Party”), of any matters with respect to which the indemnification obligations set forth above may apply. Any failure by the Indemnified Party to provide prompt notice shall not excuse the Indemnifying Party of its indemnification obligations hereunder unless and solely to the extent that a court of competent jurisdiction determines that such failure materially prejudices the Indemnifying Party’s ability to defend or settle any such Claim. The Indemnified Party may, by written notice to the Indemnifying Party, require the Indemnifying Party, at its 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 approval of the Indemnified Party. If the Indemnifying Party assumes control of such action or proceeding as set forth above, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with such action or proceeding and shall have the right to participate in any such defense with its own counsel and at its own expense. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party. If the Indemnifying Party does not assume control of the response and defense of a Claim, then the Indemnified Party shall have the right to assume control of the defense of such Claim at the expense of the Indemnifying Party. Notwithstanding the foregoing , the Hotel may freely resolve and settle any Claim if the settlement of such Claim does not exceed US$1,000. Should the Hotel settle such a Claim within the parameters of the indemnity as described above, then upon presentation of reasonable supporting documentation of such Claim settlement and the Company’s liability under the indemnity, the Company agrees to timely reimburse the Hotel for such settlement amount and thereafter the Hotel will not seek additional compensation or damages from the Company related to such resolved Claim.

16.5 Except as provided in Section 16.6, neither Company nor Hilton or the Hotels will be liable to the other party or its Affiliates for any incidental, indirect, special, consequential, punitive or exemplary damages or losses of any kind (including lost or anticipated revenues or profits relating to the same) arising from any claim relating to this Agreement or any of the services provided hereunder, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if the parties are advised of the possibility or likelihood of the same.

16.6 The foregoing limitations on damages in Section 16.5 will not apply: (i) to the extent the liability arises from a party’s willful misconduct or (ii) to the extent that such damages are awarded to a third party in connection with a Claim.

17.1 Commercial General Liability (including contractual, products liability and worldwide jurisdiction): USD2,000,000 per occurrence.

17.2 Occupational Injury Insurance as required by law or custom, including statutory Workers' Compensation insurance.

17.3 Professional Liability Insurance, Errors and Omissions, or equivalent coverage for liability arising out of Company’s activities, in an amount of not less than Five Hundred Thousand US Dollars (USD500,000) per claim, which shall include the coverage for attorney’s fees and investigation. Such policy shall cover claims arising out of negligent errors or omissions during the performance of professional services. The retroactive date of the policy must be shown on the certificate of insurance and must be before the Effective Date of the Agreement as set forth in the Specific Terms.

17.4 The limits of liability required in this Section may be satisfied by a combination of primary, umbrella and/or excess liability insurance policies.

20. Compliance With Laws.

20.1 General. Company shall comply with all applicable laws, codes, regulations, ordinances and rules with respect to the work to be performed hereunder promulgated by Hilton and/or the Hotel and any and all federal, state, municipal or other legislative bodies, courts or agencies having jurisdiction over Company’s business, and over the intermediary services provided hereunder.

20.2 Anti-Bribery.

20.3 Trade Sanctions. Neither Company (including any and all of its directors and officers or persons having a controlling interest in Company) nor its funding sources are restricted persons or subject to trade restrictions administered by U.S. Office of Foreign Assets Control, as may be amended from time to time, and Company is not directly or indirectly owned or controlled by the government of any country that is subject to an embargo by the United States government, and Company is not acting on behalf of a government of any country that is subject to such an embargo.

20.4 Restricted Party Listings. Given that Hilton is headquartered in the United States of America, Hilton and 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, Company represents and warrants that Company is currently not: (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. If this representation and warranty changes during the term of this Agreement, then Company must notify the Hotel immediately. Company expressly acknowledges and agrees that Hilton’s and the Hotel’s ability to perform under this Agreement is subject to Hilton’s and the 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 Hilton under applicable laws, Hilton may terminate this Agreement and/or individual room bookings (as applicable) without liability to Company for contracted rooms or rates if Hilton reasonably believes it is necessary to do so in order for Hilton to comply with Hilton’s obligations under applicable laws or regulations, including (but not limited to) if Company is added to any restricted party listings as described in this Compliance With Laws clause or if Company otherwise violates the terms of this Compliance With Laws clause.

20.5 Anti-Money Laundering. Company represents an d warrants to Hilton that Company is, and will remain throughout the entire term of this Agreement, in compliance with all applicable anti-money laundering laws and regulations, including the U.S. Bank Secrecy Act, as amended by Title III, International Money Laundering and Anti-Terrorist Financing Act of 2001, of the USA PATRIOT Act of 2001, as may be amended from time to time.

20.6 Office of Federal Contract Compliance Programs Requirements. Hilton is an equal opportunity employer and federal contractor. Consequently, the parties agree that, if Company has operations physically located in the territorial United States which are involved in Company’s performance under this Agreement, then, Contractor will comply with the following, which are incorporated herein by reference: 41 CFR 60-1.4(a), 41 CFR 60-300.5(a), 41 CFR 60-741.5(a), and Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws, specifically:

21. Advertising, No Use of Names.

21.1 Company shall not:

In addition, Company will actively apply negative keywords for all of the Marks (and common misspellings thereof) within any internet search engine through which Company runs on-line search campaigns. For the avoidance of doubt, Company agrees to add, across all platforms:

21.2 Company will regularly monitor its search query reports for broad matches to the Marks and add negatives accordingly. Hilton will monitor for its Marks appearing in Company’s search engine marketing, and will from time to time update the Mark Schedule (which may include corebrand keywords, brand plus destination keywords, Marks and common misspellings). After any such update, Company will promptly apply negative keywords in accordance with this Section. Company further acknowledges and agrees that it is solely responsible for ensuring full compliance with the obligations under this Section by its Affiliates, distributors and subcontractors. Company will use commercially reasonable efforts to abide by any trademark usage guidelines and practices relating thereto provided by Hilton to Company in writing, as such guidelines may be amended by Hilton from time to time in its sole discretion. Company shall promptly remedy any failure to conform to such guidelines and practices. Company shall not harm, disparage, or bring into disrepute the goodwill or reputation of any of the Marks.

21.3 Company shall not modify any such approved Hilton materials or other Hilton Intellectual Property in any way. Company shall not utilize or distribute software downloads that potentially enable diversions of payments from other third-party intermediaries that provide similar services. Company shall not, without the Hotel’s prior written express consent, use any e-mail or search engine marketing to promote Hilton, the Hotel or Company’s rights hereunder.

21.4 Company shall not claim to be Hilton or the Hotel in any pay-for-placement and other search engines. Company agree to comply with the requirements of the CAN-SPAM Act of 2003, laws passed by European Union (EU) member states to implement EU Directive 2002/58/EC and its amendments, and other similar legislation in Company’s distribution of email that contains messaging regarding this Agreement, Hilton or the Hotel. For clarity, Hilton related content added by Company to Company’s website(s) (i.e., not sourced by Hilton) which influences Company’s organic placement on search engines should only be intended for normal course of website operations (including user experience) and not to suggest or imply that Company’s website is a Hilton website or gain an unfair competitive advantage over Hilton.

21.5 Subject to the foregoing, the Hotel hereby gives Company the right, solely for the purposes of marketing and obtaining reservations for the Hotel under this Agreement, to use the Hotel’s name, subject to the Hotel’s right to refuse particular uses at any time and from time to time, including without limitation, approval of any and all advertising referencing such marks

21.6 Company shall have no rights of any kind with regards to Hilton.com, Hilton's services, Hilton images, messages, codes, trade names and trademarks, and all other Hilton intellectual property (the "Hilton Intellectual Property").

21.7 Company agrees to observe Hilton's exclusive rights as to the Hilton Intellectual Property within all pay-for-placement and other search engines. Hotel may provide Company with the Hotel’s name or logo and applicable photos of the Hotel for inclusion in Company’s tour brochure or voucher. Company may not make any alterations to the Hotel’s name, logo or the Hotel’s photos or use them in any manner or in any materials other than Company’s tour brochure and vouchers without the Hotel’s prior written approval.

21.8 If Company violates any of the terms of this Section 21, Hilton may terminate this Agreement in accordance with the termination provisions herein below and reserves the right to charge back, and/or disallow any and all compensation.

23. Confidentiality; Privacy.

23.1 Company acknowledges that Company may obtain or develop information or materials (including without limitation this Agreement) from Hilton and/or the Hotel and/or others, without warranty or representation of any kind, which Hilton considers or which Company should consider proprietary and confidential to or of independent economic value to Hilton and/or the Hotel, actual or potential, regardless whether otherwise protectible under any law, and regardless of protection, markings or dissemination ("Confidential Information"). Company covenants and agrees that all Confidential Information will be considered, deemed and protected as proprietary and confidential to Hilton and/or the Hotel. Company will not disclose or permit inevitable disclosure of Confidential Information by any of Company’s parties (including without limitation storage or transmission in any electronic medium now known or hereafter developed), Company will not allow or permit any Confidential Information to be corrupted or infected or misappropriated or used except and solely to Hilton's right, title, interest and benefit, and Company shall execute such further instruments as Hilton may require to carry out these covenants and agreements. Both parties agree that the restrictions herein are mutually agreed to be and shall be deemed to constitute reasonable efforts to maintain confidentiality.

23.2 Given that Company will obtain and/or have access to Personal Information (as defined in the Privacy Standards specified below), Company agrees to be bound by and comply with the Hilton Privacy and Data Protection Standards for Service Providers set forth at http://www.hiltondistribution.com/privacyanddataprotectionstandards.htm (the “Privacy Standards”), as such Privacy Standards may be amended from time to time. Company hereby acknowledges and agrees that the Privacy Standards are hereby incorporated herein and forms a part of this Agreement as if the entire text of the Privacy Standards were set forth herein. In the event of a conflict between the terms of this Agreement and the Privacy Standards, the Privacy Standards will control, unless and to the extent that a provision of this Agreement is more protective of Personal Information or if this Agreement expressly states that it shall control.

23.3 Company acknowledges and agrees that all Hilton provided data or data provided by the Hotels that may be processed, stored or transmitted by Company in the course of providing the services (the “Hilton Data”) is Hilton’s and the Hotel’s proprietary data and is subject to the confidentiality obligations set forth herein. At any time during or after the term of the Agreement, without regard to whether this Agreement is in effect or whether any dispute may exist between Company and the Hotel or Company and Hilton, Company shall promptly return (or destroy, at Hilton’s option) all of the Hilton Data that may at that time be in Company’s possession or control to Hilton, upon written demand made by Hilton in such form or format, and on such media, as would reasonably allow Hilton to extract the Hilton Data (the “Data Return Obligation”). Company may not condition Company’s performance of the Data Return Obligation in any manner. Company represents and warrants that any delivery of the Hilton Data under the Data Return Obligation shall be an accurate and complete copy of the Hilton Data then in Company’s possession or control.

23.4 Until the later of three (3) years after expiration or termination of this Agreement, Company will maintain and provide copies of the records described hereinafter. Company will maintain a complete audit trail of all fees collected in connection with the services performed under this Agreement (if any), and data security policies and other documentation demonstrating Company’s compliance with the confidentiality obligations hereunder. Company will provide to Hilton or its internal or external auditors, inspectors, regulators and other designated representatives, at reasonable times (each, an “Auditor”) copies of such records for the purpose of performing audits of Company. Such audits shall be conducted solely to (i) verify the accuracy of any charges and invoices (if any); (ii) verify the security and integrity of information and data; and (iii) examine Company’s security procedures and controls as evidenced by Company’s written documentation. Company shall cooperate in connection with such audits and with regard to examinations by regulatory authorities.

25. Taxes.

25.1 All payments, if any, received hereunder by Company shall be reported by Company on Company’s federal, provincial and/or state and other tax returns as payment to Company hereunder as an independent contractor. Hilton or Hotel, as applicable, shall report payments to Company hereunder to the Internal Revenue Service and other applicable tax authorities as payments to an independent contractor and Company shall be solely responsible for all reporting and record keeping requirements applicable to independent contractors.

25.2 Company will be solely responsible and liable for all compensation, taxes, benefits, charges, license fees, expenses and any other costs arising from or relating to the Intermediary System services, Websites and/or its obligations under this Agreement, other than taxes imposed on the net income of the Hotel.

25.3 The Hotel Payment will be net and exclusive of any Occupancy Taxes related to the Standalone Compensation or Package Compensation, if any. Each Hotel shall be responsible for providing any and all Occupancy Tax rates applicable to the nightly Room Price and Hotel Fees. Using that information, Company will determine the amount to charge the guest for the Hotel Reservation. Company will pay to the Hotel all Occupancy Taxes that are applicable to the Hotel Payment and the Hotel Fees (to the extent Company collects Hotel Fees) at the same time and in a manner that is consistent with the payment procedures outlined in the Specific Terms. Hotel will be solely and directly responsible and liable for remitting to each appropriate tax authority the Occupancy Taxes applicable to the Hotel Payment and the Hotel Fees (to the extent Company collects Hotel Fees) received by the Hotel from Company, except to the extent that Company is required to pay Occupancy Taxes to the applicable tax authorities on those amounts. Company agrees that in no event will Hilton or a Hotel be responsible for any fees, taxes (including Occupancy Taxes), penalties or interest on the Standalone Compensation or Package Compensation portion of the nightly Room Prices or on any amount in excess of the Hotel Payment. Without modifying Company’s obligation to make payments required as a prerequisite to judicial review as described in Section 25.4, if a Final Judgment requires Hilton or a Hotel(s) to remit such amounts to the appropriate tax authority(ies), Company will timely pay Hilton or the applicable Hotel(s) the amounts equal to any such fees, taxes (including Occupancy Taxes), penalties and interest on the applicable Standalone Compensation or Package Compensation and any amount in excess of the Hotel Payment and Hilton or the applicable Hotel(s) will remit such amounts received from Company to the appropriate tax authority(ies).

25.4 Company acknowledges that certain government agencies and other persons have asserted claims that tax may be owed in amounts greater than the product of the Hotel Payment and the tax rate applicable thereto and Company assumes all risk, responsibility and liability relating to such tax and the possibility of other claims regarding such tax. This risk, responsibility and liability are unconditional. Neither Hilton nor any Hotel will bear any liability with respect to any amount of tax that exceeds the product of the Hotel Payment and the tax rate applicable thereto. However, a Hotel that receives such a claim for payment of, or notice that a government auditor has made an inquiry suggesting that the taxing jurisdiction is considering an audit or examination of occupancy tax liability related to, Occupancy Tax on Standalone Compensation or Package Compensation under this Agreement will provide a copy of such claim or notice to Company as soon as reasonably practical (provided, however, that the Hotel will not be liable for damages due to the failure to timely provide a copy of such claim or notice to Company). In the event a government agency responsible for administering an Occupancy Tax finally determines (and so notifies Company or Hilton or a Hotel in writing), that either Company or any Hotel is required to collect and remit Occupancy Taxes and file Occupancy Tax returns on any amounts in excess of the Hotel Payment, and (i) the time for seeking judicial review of such determination has elapsed without judicial review having been sought or (ii) such determination has been subjected to judicial review from which no appeal is possible (either case, a “Final Judgment”), then Company will promptly begin collecting and remitting such Occupancy Taxes (to either the appropriate tax authority or the Hotel, as required) and filing appropriate tax return(s) with the appropriate tax authority as may be applicable and to the extent required. Company will have the right to control the process of defending against such above determination and of seeking judicial review of such determination and will be solely responsible for all costs and fees incurred in doing so. Hilton and the Hotel will reasonably cooperate with Company’s defense, including the execution of limited powers of attorney to the extent necessary to do so (provided, however, in such event, Hilton and the Hotel will have the right to participate in the defense and Company will be responsible for Hilton’s and the Hotel’s reasonable expenses in doing so). If payment of the amount of Occupancy Tax determined by the appropriate tax authority or posting of a bond is a prerequisite to seeking judicial review of such determination, Company will provide payment to Hilton or the relevant Hotel to cover those portions of such tax, payment or bond that relate to Occupancy Taxes claimed to be due on any amounts in excess of the Hotel Payments or Hotel Fees in transactions facilitated by the Company. Assuming Hotel or Hilton provide adequate notice and where commercially reasonable, Company’s payment to Hilton or Hotel under this paragraph will be made at least 5 business days in advance of the date the amount is due to be paid to the relevant government agency or court. Should Company, Hilton or Hotel prevail in an administrative or judicial proceeding such that a payment made under this Section 25.4 is refunded to Hilton or Hotel, Hilton or Hotel will refund the payment back to Company within 30 days of receipt. Company further agrees to cooperate with Hilton and the relevant Hotel in the event the Hotel is subject to an Occupancy Tax audit.

26. Termination.

26.1 Hilton may terminate this Agreement at any time, without cause, by sending written notice to Company as provided herein.

26.2 Hilton and the Hotel shall be entitled to recover from Company their respective reasonable attorneys' fees, costs and disbursements in any action brought to enforce or interpret this Agreement. The right of Hilton and the Hotel to require strict performance and observation of any obligations hereunder shall not be affected in any way by any previous waiver, forbearance or course of dealing.

26.3 Company acknowledges and agrees that Hilton's and the Hotel’s remedy at law for breach of Company’s obligations hereunder may be inadequate, and Company agrees and consents that temporary and permanent injunctive relief and/or specific performance may be sought by Hilton or the Hotel in any proceeding which may be brought to enforce this Agreement without the necessity of proof of actual damage, in addition to all other remedies provided hereunder or available at law.

Company’s notice information is as set forth in the Specific Terms.

28. Governing Law, Dispute Resolution and Venue.

28.1 Company acknowledges that Hilton has significant presence in England, needs 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 England and Wales, excluding any laws regarding the choice or conflict of laws.

28.2 Any dispute as between Company and a participating Hotel arising out of or in connection with this Agreement, or any alleged breach hereof, shall first be promptly submitted for discussion and possible resolution by Company’s and Hotel’s senior representatives; provided, however, that 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. If within a period of thirty (30) calendar days after submission of a disputed matter in accordance with this Section 28, the respective senior representatives are unable to agree upon a resolution of such dispute, either party may give notice to the other party of its intention to pursue litigation. All negotiations pursuant to this Section 28 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. Litigation of such dispute shall be submitted to and resolved exclusively by a court of competent jurisdiction in London, England. All parties hereby submit to the jurisdiction of these courts and waive all objections, including forum non conveniens, to the jurisdiction of these court.

28.3 Any dispute as between Company and Hilton arising out of or in connection with this Agreement, or any alleged breach hereof, shall first be promptly submitted for discussion and possible resolution by Company’s and Hilton’s senior representatives; provided, however, that 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. If within a period of thirty (30) calendar days after submission of a disputed matter in accordance with this Section 28, the respective senior representatives are unable to agree upon a resolution of such dispute, either party may give notice to the other party of its intention to pursue litigation. All negotiations pursuant to this Section 28 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. Litigation of such dispute shall be submitted to and resolved exclusively by a court of competent jurisdiction in London, England. All parties hereby submit to the jurisdiction of these courts and waive all objections, including forum non conveniens, to the jurisdiction of these courts.

28.4 For a dispute between Company and Hilton relating to patents, trademarks, trade dress, copyrights, trade secrets, and/or infringement of intellectual property rights, such dispute shall be submitted to and resolved exclusively in London, England. All parties hereby submit to the jurisdiction of these courts and waive all objections, including forum non conveniens, to the jurisdiction of these courts.

28.5 TO THE EXTENT EITHER PARTY INITIATES LITIGATION INVOLVING THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN THE PARTIES (EVEN IF OTHER PARTIES OR OTHER CLAIMS ARE INCLUDED IN SUCH LITIGATION), EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY. THIS WAIVER WILL APPLY TO ALL CAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION, INCLUDING CLAIMS RELATED TO THE ENFORCEMENT OR INTERPRETATION OF THIS AGREEMENT, ALLEGATIONS OF STATE OR FEDERAL STATUTORY VIOLATIONS, FRAUD, MISREPRESENTATION, OR SIMILAR CAUSES OF ACTION, AND IN CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES BETWEEN THE PARTIES OR BETWEEN OR AMONG ANY OF THE PARTIES' OWNERS, OFFICERS, EMPLOYEES OR AGENTS.

28.6 Without limiting Sections 28.2 or 28.3 above, 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.

30.1 Neither party hereto shall be deemed to be the drafter of this Agreement and, if this Agreement is construed in any court or arbitration proceeding, said court or arbitrator shall not construe this Agreement or any provision hereof against either party as the drafter hereof.

30.2 If any provision of the Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provisions shall be deemed to be restated to reflect the parties’ original intentions as nearly as possible in accordance with applicable law.

"Affiliate" means a person or entity, directly or indirectly, controlled by, controlling, or under common control with another person or entity.

“API” means the application programming interface with Hilton’s central reservation system, known as the Hilton Transaction Engine (or HTE), or other systems as determined by Hilton (which may be via a third party).

“Best Available Rates” mean the published rates established by the participating Hotel and made available to the general public, either through Hilton’s or the Hotel’s reservation department, toll-free reservation services, or any online distribution channel (other than online channels where a customer cannot choose the hotel or brand, such as Priceline) for the same room type, same dates, same bed type, same number of guests, same or better restrictions and policies such as breakfast, reservation changes and cancellation terms. For purposes of this Agreement, “published rates” are generally available, unrestricted, unqualified, unfenced, unbundled, room-only rates available for booking by anyone in the general public, but shall specifically exclude (i) rates that reflect discounts such as those for advance purchase or length of stay, (ii) negotiated leisure rates, such as tour operator/wholesale rates, (iii) group or event rates, (iv) any qualified or limited availability rates (such as those reserved for distinct audiences like corporate accounts, AAA, AARP, military, government, etc.), (v) rates made available through companies or other organizations that require registered or paid membership or membership or use based upon predefined user characteristics (e.g., rates intended only for employees of a particular company (including Hilton), members of a particular association, etc.), (vi) rates made available through companies or other organizations that are combined with other exclusive benefits and amenities, and (vii) rates intended for Hilton Honors members. Published Rates are established by the participating Hotel and are or the same room type, same dates, same bed type, same number of guests, same or better restrictions and policies such as breakfast, reservation changes and cancellation terms.

“Consumed Room Booking” means a room at the participating Hotel that was booked by a guest through the Intermediary System and the booking resulted in a paid stay (which at the Hotel’s option may include guaranteed no-show bookings).

“Hilton Sites” means the websites owned and/or operated and identified by Hilton.

“Hotel Collect Booking” means a Standalone Booking by a guest through the Intermediary System for which the relevant Hotel is responsible for charging and/or collecting payment from the guest for such booking.

“Hotel Fees” means all daily mandatory fees, resort fees, costs, or charges imposed by a Hotel on guests (other than the Room Price and Occupancy Taxes) that such guests must pay in order to stay at the Hotel. For the avoidance of doubt, Hotel Fees do not include fees, costs, Occupancy Taxes, or charges for services or amenities included in the Room Price or for any additional optional services or amenities that guests chose to pay for (e.g., room service or spa appointments).

“Hotel Information” means the rate plans (pre-paid and pay-at-stay), Room Prices, Hotel Fees, Occupancy Taxes, Policies, inventory, room descriptions, Images and other relevant information including check in and check out times, hotel amenities and services (e.g., Business Center, Meeting Rooms, Tennis, pool, spa), accessibility, pet flag, parking information, airport transportation and nearby train stations, conveniences that apply to all rooms (e.g., breakfast included, free wi-fi), smoking policy, handicap accessibility, and a list of restaurants available in the Hotel and hours of operation, about each applicable participating Hotel.

“Hotel Payment” means the Standalone Hotel Payment or Package Hotel Payment, as applicable.

“Hotel Reservation” means a booking through the Intermediary System by a guest of an available room at a participating Hotel at the nightly Room Price.

“Images” means the photographs and other images of Hotels that Hilton makes available via an Image Provider to Third-Party Online Travel Agencies.

“Image Provider” means a third party (e.g., VFM Leonardo, Ice Portal) that Hilton uses to provide Images to Third-Party Online Travel Agencies.

“Intermediary Collect Booking” means a Standalone Booking by a guest through the Intermediary System for which the Company is responsible for charging and/or collecting payment from the guest for such booking at the time the booking is made.

“Occupancy Taxes” means any and all transaction taxes, fees and assessments, including without limitation any and all applicable value added taxes or goods and services taxes, imposed by a federal, national, provincial, state or local government upon the occupancy of a hotel, motel, rooming house or like entity, including, without limitation, sales taxes, lodging taxes, resort taxes, room taxes, occupancy taxes, tourism development or assessment fees or taxes, gross receipts taxes and transient hospitality taxes, whether the tax obligation falls upon the individual occupant of hotel facilities or upon the owner or operator of the hotel facilities, Company, or otherwise, and any similar tax imposed on the basis of rental, possession, or use of hotel facilities, on the Room Price or Realized Booking Price or the difference between the Room Price and the Realized Booking Price.

“Package Booking” means a booking of a room made by a guest through the Intermediary System in connection with a trip that includes a simultaneous booking by the same guest of a car-hire, airfare, and/or rail ticket. Hilton expressly reserves the sole and exclusive right to determine Hilton’s participation in any package promotion.

“Package Compensation” means the applicable Compensation Rate multiplied by the Room Price of a Hotel room made available by Hotels for Package Bookings (exclusive of Occupancy Taxes).

“Package Hotel Payment” means the amount equal to the Realized Booking Price less the Package Compensation.

“Realized Booking Price” means the Room Price plus, for Hotel Collect Bookings only, any applicable Occupancy Taxes. The Realized Booking Price also includes any unrefunded or penalty amounts associated with any individual cancellations or no shows.

“Remittance” means the Standalone Remittance or Package Remittance, as applicable.

“Room Price” means the amount paid or payable by a guest in respect of the relevant room, inclusive of any extra-person charges, but excluding any Hotel Fees, and excluding Occupancy Taxes (except in those jurisdictions that require rates to be quoted inclusive of such Occupancy Taxes), and excluding any charges imposed on guests by the Company.

“Standalone Booking” means an Intermediary Collect Booking or Hotel Collect Booking for a room that is not a Package Booking.

“Standalone Compensation” means the applicable Compensation Rate multiplied by the Room Price (exclusive of Occupancy Taxes).

“Standalone Hotel Payment” means the amount equal to the Realized Booking Price less the Standalone Compensation.

“Third-Party Online Travel Agencies” shall mean third party companies generally understood to be online travel agencies, such as Expedia.com, Hotels.com, eLong, Wotif, Travelocity, LastMinute, HRS, Ctrip and Orbitz.

“Website(s)” means the Company’s website(s) and the website(s) owned and operated by the Affiliates, in all languages.

Last Updated: October 11, 2017

NOTICE OF UPDATED GENERAL TERMS AND CONDITIONS

As stated above, Hilton may modify the General Terms from time to time. The following is provided to help Company track the most significant recent changes to the General Terms.

Last Update: None