1. These Terms and Conditions for Tour Group Operators (USA), together with the Hilton Worldwide, Inc. Global Privacy Statement (located here: http://hiltonworldwide1.hilton.com/en/ww/customersupport/privacy-policy.do) (collectively, the “Conditions”) shall apply to any stay at a Hotel owned, managed, leased or operated by Hilton Worldwide, Inc. or one of its affiliates (“Hilton”) by an individual (“Guest”) as part of a booking (“Group Booking”) made by the group operator (“Operator”) as set forth in the applicable Hilton Group Tour Contract (the “Agreement”). “Hotel” means the entity that owns or operates the premises where the Group Booking will take place, as set forth in the Agreement. The Conditions may only be modified by variation in writing signed on behalf of Hotel and no other conditions shall apply to any Group Booking (except that the Conditions are subject to change from time to time by Hilton in accordance with the terms stated therein).

2. The Operator must inform Hotel at the time of entering into this Agreement of the details of the Operator’s organisation, including its address and the name of the relevant individual at the organisation to whom Hotel’s invoices should be sent. All Group Bookings are subject to acceptance by Hotel and are subject to availability. The Operator shall be responsible for all errors, omissions or inaccuracies made in completing the Group Booking.

3. Hilton/Hotel does not sign Operator contracts and any Operator terms and conditions are overridden by this Agreement unless otherwise agreed in the Agreement.

4. Hotel reserves the right to refuse entry to, and remove any Guest from, the Hotel and accommodation at the Hotel if any Hotel authorised employee considers, in his or her reasonable opinion, that the Guest is under the influence of drink or drugs, is unsuitably dressed or is behaving in a threatening, abusive or otherwise unacceptable manner.

5. The Hotel will review the Operator’s productivity and materialisation on a quarterly basis. Failure to achieve a minimum of 60% materialisation may result, in the Hotel’s discretion, in a review of future dates contracted and Group Bookings may be cancelled.In such circumstances, the Operator will provide all such reasonable assistance as the Hotel may require in respect of the cancellation of the relevant Group Bookings (e.g., help in contacting the prospective Guest(s) and in handling inquiries).

6. The rates quoted in this Agreement are only for the sale of packaged, individual rates by the Operator. Static rates (not directly connected) may not be used online. The Guest may request additional nights to be added to the Guest’s package, which may be offered by Hotel to the Guest in Hotel’s discretion at then-available rates. The Operator may not offer these package rates as room-only inventory in any manner (e.g., room, tax and/or fees listed separately). The prices for each of the Operator’s tour package components shall not be itemized for, disclosed to or discernible by the Guest at any time (including but not limited to billing statements) and the Operator must not provide functionality that would permit Guests to strip the package down to view hotel room rates separately at any time. If the Hotel becomes aware of any violation of this section, the Hotel may immediately terminate this Agreement without incurring any liability to the Operator for contracted rooms or rates. Furthermore, the Operator agrees to indemnify Hilton and Hotel for any loss or damage arising from the Operator’s breach of this Section 8.

7. Except as expressly set forth in the Agreement and these Conditions, the Operator acknowledges and agrees that this Agreement does not otherwise permit the Operator to sell or re-sell any rooms in Hilton 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. The Operator understands and agrees that with respect to any allotment, the Operator would be assisting the Hotel by helping the Hotel to sell the allotment of rooms that Hotel makes available to the Operator and only in the manner described in this Agreement.The Operator is not authorized to release these package rates to any other individual or entity, including but not limited to, internet booking/electronic distribution systems. The package rates and this Agreement are non-transferable and non-assignable by the Operator.

8. On occasions due to unanticipated circumstances, the Hotel may not have rooms available for all Guests who wish to check-in on a particular night.While the Hotel will use reasonable efforts to avoid such situation impacting Operator, if any Guest with a confirmed reservation cannot be accommodated by the Hotel, the Hotel will provide the following:

10. Operator shall procure and maintain at Operator’s expense during the term of this Agreement policies of insurance reasonably commensurate with all activities arising the services Operator is are providing under this Agreement, including but not limited to general liability insurance with limits not less than USD$1,000,000 per occurrence (including contractual, products liability and worldwide jurisdiction). Hotel agrees to maintain general liability insurance with limits not less than USD$2,000,000 per occurrence, covering liability for personal injury, property damage, liquor liability, and automobile liability, as well as Workers Compensation insurance per applicable laws and Employers Liability insurance. Upon written request, each party shall make evidence of coverage available to the other party. For hotels that participate in Hilton’s general liability insurance program, proof of such insurance coverage is satisfied by Hilton Worldwide’s Memorandum of Insurance available at: http://www.marsh.com/moi?client=0291. The Hotel can confirm whether they participate.

11. Given that Hilton Worldwide is headquartered in the United States of America, hotels operating under the Hilton Worldwide portfolio of brands are legally restricted from conducting business with any 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”), since such hotels and Hilton Worldwide could be determined to have derived income, directly or indirectly, from any such prohibited business activities.The OFAC List can be found by visiting http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx. Accordingly, the Operator represents and warrants that the Operator is currently not on the OFAC List, nor on any similar restricted party listings, including those maintained by other governments pursuant to applicable United Nations, regional or national trade or financial sanctions. If the Operator is added to any such restricted party during the term of this Agreement, then the Operator must notify the Hotel immediately.

12. Hotel may terminate the Agreement without liability and therefore the Group Booking by giving written notice (including email notification) to the Operator if: (i) the Operator is in breach of any of these Conditions; or (ii) the Operator or any of the Operator’s employees, agents, sub-contractors or officers, commit any illegal act, or act in such a way as is likely to adversely affect the reputation of the Hotel or Hilton Worldwide; or (iii) Hotel reasonably believes it is necessary to do so in order for the Hotel to comply with the Hotel’s obligations under applicable laws or regulations, including (but not limited to) if the Operator is added to any restricted party listings as described in the preceding clause; or (iv) in the case of an error; or (v) Hotel determines in good faith that a change in commercial circumstances necessitates the cancellation. In such circumstances, the Operator will provide all such reasonable assistance as the Hotel may require in respect of the cancellation of the relevant Group Booking (e.g., help in contacting the prospective guest(s) and in handling inquiries). For clarity, if the Hotel terminates the Agreement pursuant to this Section 12, then Hotel shall have no obligation to Operator to relocate any guests with confirmed reservations as otherwise set forth in Section 8 above.

13. The Agreement will be governed by and interpreted pursuant to the laws of the state in which Hotel is located, excluding any laws regarding the choice or conflict of laws.The parties will use their commercially reasonable efforts to informally and timely resolve any dispute concerning any matter related to this Agreement by presenting the dispute to senior representatives of the parties for their discussion and possible resolution in the order set forth herein; 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 clause, the respective senior representatives are unable to agree upon a resolution of such dispute, then either party may give notice to the other party of its intention to pursue litigation. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. Any litigation concerning this Agreement or any aspect of the relationship between Operator and Hotel shall be submitted to and resolved exclusively by a court of competent jurisdiction in the city and state where the Hotel is located (or closest available location). To the maximum extent permitted by law, the parties expressly waive the right to a jury trial. The parties consent to the jurisdiction of any local, state, or federal court in which an action is commenced and located in accordance with the terms of the section. The parties further agree not to disturb such choice of forum and, if not resident in such jurisdiction, waive the personal service of any and all process upon them and consent that such service of process may be made be certified or registered mail, return receipt requested, addressed to the parties as set forth herein. The parties agree that in the event that any dispute arises in any way relating to or arising out of this Agreement, the prevailing party in any arbitration or court proceeding will be entitled to recover an award of its legal fees and costs, plus pre and post judgment interest.

14. You shall not make or issue any public statement or announcement regarding the fact or the content of your Agreement, except as Hilton and/or Hotel shall agree in writing to such statement or announcement prior to its issuance. You agree that, except as may be required by applicable law or regulation, you shall not use in advertising, publicity or otherwise, any information concerning this Agreement, the trademark, service marks, trade names or company names of Hilton or Hotel, or disclose the terms and conditions of this Agreement without prior written consent of Hilton.

15. The Operator shall add the following Hilton brand terms, as well as any confusingly similar misspellings of such brand terms, to the Operator’s negative keyword list: “Hilton”, “HHonors”, “Doubletree”, “Embassy Suites”, “Conrad”, “Waldorf Astoria”, “Hilton Garden Inn”, “HGI”, ‘Homewood Suites”, “Home2 Suites”, “Curio”, “Canopy”, and “Hampton” (excludes Hampton and misspellings used as a geographic reference (e.g., Hampton Beach, New Hampshire). Any keyword violations by the Operator shall be removed within 30 days of Hilton’s notification to the Operator.

16. The Operator may not utilize or distribute software downloads that potentially enable diversions of payments from other third-party intermediaries that provide similar services. The Operator shall not, without Hilton’s written express prior consent, use any e-mail or search engine marketing to promote Hilton, Hotel or the Operator’s rights hereunder. The Operator shall not claim to be Hilton or the Hotel in any pay-for-placement and other search engines. The Operator agrees to comply with the requirements of the CAN-SPAM, the Data Protection Act 1998 and other similar legislation in the Operator’s distribution of email that contains messaging regarding this Agreement, Hilton or the Hotel.

17. Subject to Section 14 above, the Hotel hereby gives the Operator the right, solely for the purposes of marketing and obtaining reservations for the Hotel under this Agreement, to use the Hotel name, subject to Hilton’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. Hotel will provide the Operator with the Hotel name or logo and applicable photos of the Hotel for inclusion in the Operator’s tour brochure or voucher. The Operator may not make any alterations to the Hilton logo, or the Hotel’s name, logo or the Hotel photos or use them in any manner or in any materials other than the Operator’s tour brochure and vouchers without Hilton’s prior written approval. The Operator, upon request, must send to Hotel at least two (2) copies of the Operator’s printed brochure/voucher for the Hotel’s files.

18. Except as set forth in this Agreement, the Operator 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“). The Operator agrees to observe Hilton’s exclusive rights as to the Hilton Intellectual Property within all pay-for-placement and other search engines. If the Operator violates any of the terms of Sections 15 through 17, Hotel may terminate this Agreement in accordance with the termination provisions herein and Hotel reserves the right to charge back, and/or disallow any and all compensation owed to the Operator. For clarity, the Operator shall not register, attempt to register, bid on, purchase or otherwise use any term, alone or as part of any other trademark, service mark, or domain name, which is the same as or confusingly similar to any brand, trademark, domain name or keyword of Hilton, including without limitation, those listed in Section 15 above (as amended from time to time to reflect Hilton’s new brand names).

19. Given that Hilton is headquartered in the United States of America, hotels operating under the Hilton portfolio of brands are legally restricted from conducting business with any 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”), since such hotels and Hilton could be determined to have derived income, directly or indirectly, from any such prohibited business activities.The OFAC List can be found by visiting http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx. Accordingly, you further represent and warrant to Hilton and the Hotel that to your actual or constructive knowledge, neither you (including your directors and officers), nor any of your affiliates, subsidiaries, respective shareholders, beneficial owners of non-publicly traded shareholders or, to your knowledge, the funding sources for any of the foregoing, is: (i) identified on the OFAC List; (ii) subject to an embargo or economic or trade sanctions by the United States government; (iii) acting on behalf of a government of any country that is subject to such an embargo; and (iv) involved in business arrangements or otherwise engaged in transactions with countries subject to economic or trade sanctions imposed by the United States government. You agree that you will notify Hilton and the Hotel in writing immediately upon the occurrence of any event which would render the foregoing representations and warranties of this provision incorrect. Notwithstanding anything to the contrary in this Agreement, no transfer (including the sale, lease, assignment or transfer in any way of any direct or indirect interest in this Agreement or direct or indirect interest in you) shall be made by you to a Specially Designated National or Blocked Person (as herein defined below) or to an entity in which a Specially Designated National or Blocked Person has an interest. For purposes of this Agreement, “Specially Designated National or Blocked Person” means: (i) a person or entity designated by the U.S. Department of Treasury’s Office of Foreign Assets Control from time to time as a “specially designated national or blocked person” or similar status; (ii) a person or entity described in Section 1 of U.S. Executive Order 13224, issued on September 23, 2001; or (iii) a person or entity otherwise identified by government or legal authority as a person with whom Hilton is prohibited from transacting business. As of the Effective Date, a list of such designations and the text of the Executive Order is published under the internet website address www.ustreas.gov/offices/enforcement/ofac. We may cancel this Agreement without incurring any liability to you for contracted rooms or rates if we reasonably believe it is necessary to do so in order for Hilton or the Hotel to comply with Hilton or our obligations under applicable laws, rules or regulations, including (but not limited to) if you are added to any restricted party listings as described in this Section.

20. You agree to be bound by and comply with the Hilton Privacy Policy, a current copy of which is set forth at: http://www.hiltondistribution.com/privacyanddataprotectionpolicy.htm as such Privacy Policy may be amended from time to time. The parties hereby acknowledge and agree that the Privacy Policy, as amended from time to time, is hereby incorporated herein and forms a part of this Agreement as if the entire text of the Privacy Policy was set forth herein. In the event of a conflict between the terms of this Agreement and the Privacy Policy, the Privacy Policy shall control, unless and to the extent that a provision of this Agreement is more protective of Hilton. Any amendment to the Privacy Policy shall be posted at the foregoing URL, or another URL of which Hilton has provided or will provide you notice. You acknowledge and agree that your continued performance of the services after the posting of such an amendment shall constitute your assent to such amendment and agreement to be bound by the same.

21. These Conditions and the Agreement together embody the entire understanding between the parties in respect of their subject matter and supersede any prior agreement between Hotel and the Operator relating to their subject matter. Any provision in this Agreement that is held to be illegal or unenforceable in any jurisdiction shall be ineffective to the extent of such illegality or unenforceability without invalidating the remaining provisions and any such illegal or unenforceable provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. Our failure to enforce any term or condition of this Agreement does not waive our right to enforce that or any other term or condition at any time.

22. Hilton may modify any of these Conditions at any time in its sole discretion. Notification to the Operator of any change by email or by posting a notice on this web site of the date of such modification, at Hilton’s sole option, shall be considered sufficient notice to the Operator of such modification. If any modification is unacceptable to the Operator, the Operator’s only recourse is to terminate the Agreement. The Operator’s continued performance of the Operator’s obligations following notice of a modification will constitute binding acceptance of the modification.