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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 site (collectively, the "Site")
and is by and between Hilton Hotels Corporation
(referred to herein as "HHC", "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.
II. ELIGIBILITY
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 HHC, 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 HHC, Hilton International Co.,
Hilton HHonors Worldwide, L.L.C. and Waldorf 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 |
| 1-800-CALL-HOME |
Garden Inn |
Minsky's |
| A Suite Weekend |
Great American Grill |
Oscar's |
| Andiamo |
Hampton |
Palmer House |
| Bali By The Sea |
Hampton Inn & Suites |
Pavilion Pantry |
| BounceBack |
HGVClub |
Peacock Alley |
| BounceBack Weekend |
HHonors |
Points & Miles |
| Britisserie |
Hilton |
Razzi |
| Bull and Bear |
Hilton "H" Swirl (logo) |
Sonoma |
| Café d'Egmont |
Hilton Direct |
Suite Retreat |
| Caribe Hilton |
Hilton Garden Inn |
Suite Shop |
| Concierge Class (logo) |
Hilton Grand Vacations Club |
The Suite Life |
| Conrad |
Hilton Hawaiian Village |
The Waldorf Towers |
| Double Dip |
Hilton Vacation Station |
Tsar's |
| Double Dipping |
HILTON ITEMS |
Waldorf Astoria |
| Doubletree |
Hit the Road |
Windows on the World |
| Doubletree Club Hotel |
Hit the Road Rates |
Yokoso Hilton E Design |
| Doubletree Guest Suites |
Homewood Suites by Hilton |
You Bring the Family. |
| Doubletree Twin Tree (logo) |
Honest-to-Goodness,Two-Room |
We'll Pack the Fun. |
| Dream Deal |
Suites |
Zuccotta |
| Embassy Suites Hotels |
It Happens at the Hilton. |
Everything. Right Where You Need It. |
| Embassy Suites Hotels "E" Design |
Kitty O'Shea's |
Homewood Headlines |
| Take Me To The Hilton. |
Hilton Waikoloa Village |
Points of Interest |
| Embassy E-nnouncements |
MyLeisureTrip.com |
|
| Hawaiian Village |
We Love Having You Here. |
|
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|
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.
IV. SUBMISSIONS
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.
VII. DISCLAIMERS
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
HHC 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 or networks.
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.
VIII. INDEMNIFICATION
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 HHC 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.
X. RELEASE
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"), which provides:
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 HHC are independent contractors, and no agency, partnership,
joint venture, employee-employer or franchiser-franchisee relationship
is intended or created by this Agreement.
XIV. TERMINATION
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 California, 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 state or federal courts located in Los Angeles
County, California and 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 Hotels Corporation
Name of Agent Designated to Receive Notification of Claimed Infringement: Madi Kleiner
Full Address of Designated Agent to Which Notification Should be Sent: 9336 Civic Center Drive, Beverly Hills, CA 90210
Telephone Number of Designated Agent: (310) 278-4321
Email Address of Designated Agent: CopyrightClaim@hilton.com
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