HotelEngine, Inc. – Group Hotel Booking Account Terms & Conditions 

Effective Date: August 28, 2024

Upon acceptance, the follow terms & conditions (these “Terms & Conditions”) shall be binding onto all users HotelEngine, Inc.’s (“Hotel Engine”) Group Booking Accounts, whether an individual or on behalf of an organization, including its employees, contractors, and authorized users (each, a “User”), booking group hotel bookings through the User’s Hotel Engine Account. 

Hotel Engine is engaged in the business of providing a platform (the “Site”) where a User can make a group hotel booking at a discounted rate (the “Products”). Each User shall create an account through Hotel Engine, where each authorized User may create a personalized login account to purchase the Products (each, a “User Account”). 

Upon acceptance, the following Terms & Conditions shall be binding onto all Users. By accepting these Terms & Conditions, I certify that:

• I am authorized to book hotels through the invite link that was provided to me at the time of sign up;
• I am at least 18 years of age;
• I possess the legal authority to create a binding legal obligation;
• I will use the Site in accordance with this Agreement;
• I will only use the Site to make legitimate group reservations for myself or for another person for whom I am legally authorized to act;
• I will inform such other persons about this Agreement that applies to the reservations I have made on their behalf, including all rules and restrictions applicable thereto;
• all information supplied by me on the Site is true, accurate, current and complete; and
• I will safeguard my account information and will supervise and be completely responsible for any use of my account by myself and anyone other than me.

PLEASE READ THIS “AGREEMENT CAREFULLY BEFORE USING THE SITE AND SERVICES OFFERED BY HOTEL ENGINE. IMPORTANT TERMS OF USE, DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITIES AND INDEMNIFICATION OBLIGATIONS ARE SET FORTH BELOW. Your use of the Site in any manner indicates an acceptance of this Agreement.

Use of the Site is governed by all applicable laws and regulations and by these Terms & Conditions. These Terms & Conditions form a legally binding agreement. Any breach of any of the terms contained in these Terms & Conditions may result, without notice or delay, in temporary suspension of a User, temporary or indefinite suspension of a User’s account privileges, termination of a User’s Account, denial of access to the Site by Users, technical and legal actions to keep a User off the Site, refusal to provide services to a User, and may result in severe civil and criminal penalties. IF YOU DO NOT AGREE TO THESE TERMS & CONDITIONS, PLEASE EXIT AND DO NOT USE THE SITE.  

ACCESS TO THE SITE (OR PORTIONS THEREOF) AND THE USE OF INFORMATION, MATERIALS, OR SERVICES PROVIDED THROUGH THE SITE (OR PORTIONS THEREOF), ARE NOT INTENDED, AND ARE PROHIBITED, WHERE SUCH ACCESS OR USE VIOLATES APPLICABLE LAWS OR REGULATIONS.

Hotel Engine reserves the right to make any changes, at any time, to these Terms & Conditions and all policies referenced herein. In addition, some services offered through the Site may be subject to additional terms and conditions promulgated by Hotel Engine from time to time. The changes and additional terms and conditions are incorporated into these Terms & Conditions by this reference, and, unless otherwise provided herein or in the applicable policy, they will be effective as of the date we post the revised version on the Site.

Your use of the Site or services following any such changes or additions constitutes your acceptance of the revised Terms & Conditions and/or policies. Thus, it is important that you review these Terms & Conditions and our policies regularly.

1. Group Hotel Bookings. Once the User has selected the Product(s) it wishes to reserve, Hotel Engine shall provide the User with a Group Booking Agreement, which will outline the terms and conditions applicable to such booking. The purchase of the Products is not guaranteed until the User has executed the Group Booking Agreement. The Group Booking Agreement shall also contain additional terms and conditions relating to such booking, including pricing information, cancellation and modification policies, the ability to receive a refund, and other important information. In the event of any conflict between these Terms & Conditions and a Group Booking Agreement, the Group Booking Agreement shall control. ‍
2. Responsibilities of the Users. The Users shall be responsible for: (i) creating the User Account; and (ii) providing to Hotel Engine all information reasonably required by Hotel Engine to facilitate the purchase of the Products and the billing thereof. Each User shall remain fully responsible for all activity, liability and damage resulting from its failure to maintain its username and password confidential. Hotel Engine cannot and will not be liable for any loss or damage arising from a User’s failure to keep its username and/or password secure. ‍
3. User Requirements. To take advantage of Hotel Engine’s services provided on the Site, you must sign up to Hotel Engine with your email address. By signing up to Hotel Engine and creating your User Account you agree to be bound by these Terms & Conditions. All Users who are granted access to the User Account by a User hereby agree to be bound by these Terms & Conditions.
   1. Username and Password. When you open a User Account, you must provide a username and password. Keep your username and password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain your username and password confidential. You agree to immediately notify Hotel Engine of any unauthorized use of your username and/or password or any breach of security. You also agree that Hotel Engine cannot and will not be liable for any loss or damage arising from your failure to keep your username and/or password secure. You agree not to provide your username and password information in combination to any other party other than Hotel Engine, unless Hotel Engine provides prior written permission. Any unauthorized sharing of User login information with any unauthorized person may result, without notice or delay, in temporary suspension of a User, temporary or indefinite suspension of a User’s account privileges, termination of a User Account, denial of access to the Site by User, technical and legal actions to keep a User  off the Site, refusal to provide services to a User, and may result in severe civil and criminal penalties.‍
   2. ‍User Account Information. You must keep your User Account information up-to-date and accurate at all times, including a valid email address. Each User is responsible for regularly checking their User Account and must notify Hotel Engine of any omissions, incorrect entries or other discrepancies as soon as discovered.‍
4. Privacy. By agreeing to this Agreement, you agree to the terms of our privacy policy, which is located at https://www.hotelengine.com/privacy-policy (the “Privacy Policy”), which is expressly incorporated herein and subject to the terms of these Terms & Conditions. Before using our Site, please carefully review our Privacy Policy. All information provided to us as a result of your use of the Site will be handled in accordance with our Privacy Policy.‍
5. User Representations and Warranties.  You agree to use the Site to make only legitimate confirmed bookings and shall not use the Site to make any speculative, false or fraudulent confirmed cookings or any confirmed bookings in anticipation of demand. You agree to be financially responsible for all uses of the Site as well as for the use of your name and any credit card account to pay for Products and services purchased through the Site. You also warrant that all information supplied by you or anyone else in using the Site is true and accurate.‍
6. Access and Interference.  The Site may contain robot exclusion headers which contain internal rules for software usage. Much of the information on and technology incorporated into the Site is updated on a real-time basis and is proprietary to or is licensed to Hotel Engine by suppliers and third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose whatsoever, unless Hotel Engine provides prior written permission.‍
7. Intellectual Property Contained in or on the Site and Use of Corporate Customer’s Trademarks.
   1. ‍Copyrights and Other Intellectual Property. Unless otherwise indicated, the Site and the design, text, source code, booking engine technology, content, selection, arrangement and organization of elements, graphics, design, compilation, and other matters related to the Site (the "Site Content") are protected under applicable intellectual property and other proprietary laws, including without limitation those of the United States. All Site Content and intellectual property rights therein are the property of either Hotel Engine, its suppliers or third-party providers and are protected pursuant to applicable copyright, patent, trademark and other intellectual property laws.
      
      ‍Each User has a limited, personal, nontransferable, non-exclusive right to use the Site Content to view and otherwise to use the Site in accordance with these Terms & Conditions and for no other purpose, provided that you: (A) do not modify or redistribute the Site Content; (B) retain any and all copyright and other proprietary notices contained in the Site Content; (C) do not copy or post the Site Content on any network computer or broadcast the Site Content in any media; and (D) do not reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code or any underlying intellectual property used on the Site. Any unauthorized use, reproduction or redistribution of the Site Content is expressly prohibited, and may result, without notice or delay, in temporary suspension of a User, temporary or indefinite suspension of a User’s account privileges, termination of a User’s Member Account, denial of access to the Site by User, technical and legal actions to keep a User off the Site, refusal to provide services to a User, and may result in severe civil and criminal penalties. Hotel Engine reserves all other rights in and to its intellectual property.‍
   2. ‍Trademarks. “Hotel Engine”, "Hotel Engine.com" and any and all other trademarks, service marks and logos appearing on the Site, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of Hotel Engine (the "Marks"). You are not authorized to display or use the Marks in any manner without Hotel Engine’s prior written permission.
      
      ‍Additionally, you are not authorized to use trademarks, company names, and/or service marks of other trademark owners, if any, featured on the Site without the prior written permission of such owners.‍
   3. ‍Use of Corporate Customer’s Trademarks.  Unless otherwise expressly stated in any other agreement between a corporate customer and Hotel Engine, during the term of these Terms & Conditions, each corporate customer grants to Hotel Engine a non-exclusive, non-assignable, limited license to use such corporate customer’s name and logo (collectively, the “Corporate Customer Marks”) solely for the purpose of marketing that such corporate customer is a customer of Hotel Engine either on the Site or on other official publications or marketing materials of Hotel Engine.  Any additional use of the Corporate Customer Mark’s by Hotel Engine shall require the prior written consent of such corporate customer.  Hotel Engine shall not use the Corporate Customer Marks in a manner that is disparaging to such corporate customer or its products or services, or portrays such corporate customer in a false, competitively adverse or poor light. Hotel Engine’s use of the Corporate Customer Marks under these Terms & Conditions, and the goodwill associated with such use, inures to the benefit such corporate customer, and Hotel Engine shall not register or attempt to register, in any jurisdiction, any trademarks or designations confusingly similar or dilutive of the Corporate Customer Marks.  Such license granted by such corporate customer to Hotel Engine to use the Corporate Customer Marks shall immediately terminate upon any termination of these Terms & Conditions.
8. ‍External Links. The Site may contain links to other websites that are owned and operated by third parties. You acknowledge that Hotel Engine is not responsible for the operation of, or the content located on or through any such third-party websites. An advertisement of, or link to, an unrelated third-party website does not mean that we approve, endorse or accept any responsibility for that website. Hotel Engine does not make any representations or give any warranties of any kind about other third-party websites, the content thereof, or the products and/or services made available through such websites. Before you use a third-party website, you should review the applicable terms and conditions and privacy policy of such third-party website.‍
9. Disclaimers of Warranties and Limitation of Liability. THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES PUBLISHED ON THE SITE MAY INCLUDE INACCURACIES OR ERRORS, INCLUDING PRICING ERRORS. UNLESS OTHERWISE PROVIDED HEREIN, HOTEL ENGINE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.
   
   ‍IN PARTICULAR, HOTEL ENGINE DOES NOT GUARANTEE THE ACCURACY, RELIABILITY, OR USEFULNESS OF, AND DISCLAIMS ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO THE INFORMATION AND DESCRIPTION OF THE HOTEL AND OTHER TRAVEL PRODUCTS AND SERVICES DISPLAYED ON THE SITE (INCLUDING, WITHOUT LIMITATION, THE PRICING, PHOTOGRAPHS, LIST OF HOTEL AMENITIES, AVAILABILITY, ETC.), MUCH OF WHICH INFORMATION IS PROVIDED BY THE RESPECTIVE SUPPLIERS. SPECIFICALLY, YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ADDITIONAL CHARGES THAT A SUPPLIER MAY REQUIRE DUE TO THE INACCURACY OF PRICING PROVIDED ON THE SITE. IN ADDITION, HOTEL ENGINE EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS ON THE SITE AND/OR ON PENDING CONFIRMED BOOKINGS MADE UNDER AN INCORRECT PRICE. IN SUCH EVENT, IF AVAILABLE, WE WILL OFFER YOU THE OPPORTUNITY TO KEEP YOUR PENDING CONFIRMED BOOKING AT THE CORRECT PRICE OR WE WILL CANCEL YOUR CONFIRMED BOOKING WITHOUT PENALTY.
   
   ‍HOTEL RATINGS DISPLAYED ON THE SITE ARE INTENDED AS ONLY GENERAL GUIDELINES, AND HOTEL ENGINE DOES NOT GUARANTEE THE ACCURACY OF THE RATINGS. HOTEL ENGINE MAKES NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC PRODUCTS AND SERVICES. HOTEL ENGINE AND/OR THE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES ON THE SITE AT ANY TIME.
   
   ‍HOTEL ENGINE MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON THIS SITE FOR ANY PURPOSE, AND THE INCLUSION OR OFFERING OF ANY PRODUCTS OR SERVICES ON THE SITE BY A THIRD PARTY DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES BY HOTEL ENGINE.
   
   ‍ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. HOTEL ENGINE DISCLAIMS ALL WARRANTIES AND CONDITIONS (1) THAT THE SITE, ITS SERVERS OR ANY EMAIL SENT FROM HOTEL ENGINE AND/OR THE SUPPLIERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (2) THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) THAT ANY DEFECTS WILL BE CORRECTED. HOTEL ENGINE DOES NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, DELAY, MISDELIVERY, FAILURE TO UPDATE OR INCLUDE INFORMATION ON THE SITE, INABILITY TO USE ANY DATA OR INFORMATION ON THE SITE (INCLUDING WITHOUT LIMITATION THE INABILITY TO USE THE SITE FOR CONFIRMED BOOKINGS OR TO REDEEM REWARD POINTS), OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, REWARD POINTS OR OTHER DATA. HOTEL ENGINE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
   
   THE SUPPLIERS AND OTHER THIRD PARTIES PROVIDING TRAVEL OR OTHER SERVICES ON THE SITE ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF HOTEL ENGINE. HOTEL ENGINE IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH SUPPLIERS OR THIRD PARTIES OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. HOTEL ENGINE MAKES NO WARRANTIES, HAS NO LIABILITY, AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND ITS DIRECT CONTROL, AND HOTEL ENGINE HAS NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSION, DELAY, OR ACT OF ANY GOVERNMENT OR AUTHORITY.
   
   ‍IN ADDITION, HOTEL ENGINE NEITHER WARRANTS NOR REPRESENTS THAT YOUR USE OF THE SITE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE SITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO HOTEL ENGINE.
   
   ‍HOTEL ENGINE ALSO DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY AND INFORMATION (INCLUDING PERSONAL INFORMATION).
   
   ‍BY FACILITATING CONFIRMED BOOKINGS AT VARIOUS NATIONAL AND INTERNATIONAL DESTINATIONS, HOTEL ENGINE DOES NOT REPRESENT OR WARRANT THAT TRAVEL TO ANY DESTINATION IS ADVISABLE OR WITHOUT RISK. HOTEL ENGINE IS NOT LIABLE FOR DAMAGES, INJURIES OF ANY KIND OR LOSSES THAT MAY RESULT FROM TRAVEL TO ANY DESTINATION.
   
   ‍TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HOTEL ENGINE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO, DISPLAY OF OR USE OF THE SITE OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY OR USE THE SITE (INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE UPON ANY OPINIONS APPEARING ON THE SITE; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED SITES, PRODUCTS, AND SERVICES OBTAINED THROUGH THE SITE; OR OTHERWISE ARISING OUT OF THE ACCESS TO, DISPLAY OF OR USE OF THE SITE) WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF HOTEL ENGINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND FOR THE SERVICES AND PRODUCTS OFFERED ON THE SITE. YOUR ONLY REMEDY AGAINST HOTEL ENGINE FOR DISSATISFACTION WITH THE SITE OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE SITE IS TO STOP USING THE SITE. THAT SAID, IF HOTEL ENGINE IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE, HOTEL ENGINE’S LIABILITY SHALL NOT EXCEED THE AMOUNT OF ANY TRANSACTION FEES AND/OR SERVICE CHARGES PAID BY CLAIMANT TO HOTEL ENGINE FOR THE SERVICES AND/OR DATA WITH RESPECT TO WHICH LIABILITY IS FOUND.
   
   ‍ALL LIMITATIONS OF DAMAGES SET FORTH IN YOUR CONFIRMED BOOKING(S) AND/OR IN THE GROUP BOOKING AGREEMENT  RELATED TO YOUR CONFIRMED BOOKING(S) ARE INCORPORATED INTO THIS AGREEMENT BY REFERENCE.
   
   ‍APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. FURTHER, SOME STATES DO NOT PERMIT LIMITATIONS OR EXCLUSIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.‍
10. Indemnification. YOU AGREE TO INDEMNIFY, DEFEND AGAINST AND HOLD HARMLESS HOTEL ENGINE AND (AS APPLICABLE) HOTEL ENGINE’S PARENT, SUBSIDIARIES, AFFILIATES, MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES AND EMPLOYEES, FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF (1) YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS AND POLICIES IT INCORPORATES BY REFERENCE; (2) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY; AND/OR (3) YOUR USE OF THE SITE.

11. Termination. ‍
    1. Mutual Rights of Termination. You may terminate these Terms & Conditions, and consequently your User Account for any or no reason, at any time, with written notice to Hotel Engine pursuant to Section 13 below. This notice will be effective upon Hotel Engine processing your notice.
       
       ‍Hotel Engine may terminate these Terms & Conditions and your User Account for any reason or no reason, at any time, with or without notice, so long as such termination does not violate any applicable law.‍
    2. ‍Termination for Breach. Without limiting any other remedies, Hotel Engine may, without notice, delay or immediately issue a warning to a User, temporarily suspend a User, temporarily or indefinitely suspend a User’s account privileges, terminate a User’s Account, prohibit access to the Site by a User, and take technical and legal steps to keep a User off the Site and refuse to provide services to a User if any of the following apply:‍
       1. ‍Hotel Engine suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a User has breached any provision of these Terms & Conditions, our Privacy Policy, or other policy documents incorporated herein;
       2. A User transfers, shares or otherwise allows access to a User Account or any content of the site to any unauthorized user, without the written consent of Hotel Engine;
       3. Hotel Engine is unable to verify or authenticate any personal information supplied by the User; or
       4. Hotel Engine believes that: (I) the User is acting inconsistently with the letter or spirit of Hotel Engine’s policies; (II) the User has engaged in improper or fraudulent activity in connection with the Site; or (III) the User’s actions may cause legal liability or financial loss to Hotel Engine.‍
    3. ‍Termination by Death of a User. Membership will terminate automatically upon the death or dissolution of the Member.‍
    4. ‍Effect of Termination. Upon the termination of these Terms & Conditions and your User Account, you lose access to Hotel Engine’s services on the Site, and you may also be barred from any future use of the Site. Sections 9 through 18 shall survive any termination, as well as all applicable terms related to post-termination actions provided in these Terms & Conditions, Privacy Policy or other policies incorporated herein. Notwithstanding the foregoing, in the event that a Group Booking Agreement is in effect at the time of termination, these Terms & Conditions shall remain in effect until such time as any active Group Booking Agreements are completed or terminated in accordance with the terms found in the Group Booking Agreement. ‍
12. Governing Law, Disputes, and Attorneys’ Fees. 
    1. ‍Governing Law/Jurisdiction.  These Terms & Conditions are made under, and shall be interpreted and enforced in accordance with, applicable federal laws and the laws of the State of Colorado, United States, without giving effect to those principles of conflict of laws which might otherwise require the application of the laws of another jurisdiction or country, including, without limitation, any treaty to which the United States may be a party.
       
       ‍Further, you and Hotel Engine agree to the jurisdiction of the District Court of the 2nd Judicial District Denver County, State of Colorado and/or the U.S. District Court of Colorado to resolve any dispute, claim or controversy that relates to or arises in connection with this Agreement (and any non-contractual disputes / claims relating to or arising in connection with them) and is not subject to mandatory arbitration under Section 12(ii) below).  ‍
    2. ‍Mediation and Arbitration. Except as provided in Sections 12(iii) and 12(iv) below, in the event that there is a controversy, disagreement or dispute between you and Hotel Engine related to the formation, interpretation, performance, enforcement, breach or subject matter of these Terms and Conditions, the designated representatives of each of the parties hereto shall immediately confer and devote their efforts to resolving any such dispute reasonably, and in good faith. If the controversy, disagreement or dispute cannot be resolved informally, the matter shall be submitted for binding arbitration to a mutually selected impartial third-party arbitrator. Arbitration shall take place in Denver, Colorado, unless both parties mutually agree on another location. In the event you and Hotel Engine are unable to agree upon an arbitrator, the parties consent to the appointment of the same by the American Arbitration Association. Any award rendered in arbitration shall be in writing and shall be final and binding on you and Hotel Engine, and judgment may be entered thereon in any court of competent jurisdiction.‍
    3. ‍Past Due Invoices. Notwithstanding the foregoing, Hotel Engine shall have the right to institute an action for the collection of past due invoices in the District Court of the 2^nd Judicial District Denver County, State of Colorado and/or the U.S. District Court of Colorado. ‍
    4. ‍Injunctive Relief. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief.‍
    5. ‍Attorneys’ Fees and Costs. In any action brought to enforce any of the provisions of this Agreement or for injunctive relief, the party that receives a final judgment or award following the exhaustion of, or expiration of time for taking, all appeals, and which substantially prevails on the claims and defenses raised in the action, shall be entitled to recover its attorneys’ fees and costs incurred at arbitration, trial, a hearing, and in any appeal of such claims and defenses, including any fees and costs incurred prior to commencement of said proceedings. In the event each party prevails on some claims or defenses, you and Hotel Engine agree that the arbitrator or trial court shall determine which is the "prevailing" party on each claim or defense entitled to an attorneys’ fees and costs awarded hereunder and the resulting portion of the total attorneys’ fees and costs award, if any, each party is entitled to recover from the other.‍
13. Notices. Except as explicitly stated otherwise, any notices to Hotel Engine shall be given by certified mail, postage prepaid and return receipt requested to:
    ‍HotelEngine, Inc.
    Attn: Legal Department
    950 S. Cherry Street, Suite 1000
    Denver, CO 80246
    United States
    ‍Additionally, Hotel Engine accepts service of process at the address provided in this section on Notices.
    
    ‍Alternatively, you may give Hotel Engine notice by email to the email address provided at the end of this Agreement. In such case, notice to Hotel Engine shall be deemed given 24 hours after the email is sent. Any notices that you provide without compliance with this section on Notices shall have no legal effect.
    
    ‍Hotel Engine may give you notice by email to the email address that you provide to Hotel Engine when you set up your User Account, or to your most current email address contained in Hotel Engine’s records at the time of such notice. Notice to you shall be deemed given 24 hours after the email is sent, unless Hotel Engine is notified that the email address is invalid. Alternatively, Hotel Engine may give you notice by certified mail, postage prepaid and return receipt requested, to the mailing address provided to Hotel Engine when you set up your User Account, or to your most current mailing address contained in Hotel Engine’s records at the time of such notice. In such case, notice shall be deemed given on the date of mailing.‍
14. Entire Agreement. These Terms & Conditions, along with the policies referenced herein, constitute the entire agreement between you and Hotel Engine, and the provisions hereof shall supersede any and all prior agreements or understandings relating to the same subject matter.‍
15. Waiver; Severability. Failure to enforce any provision of this Agreement shall not constitute a waiver of any future enforcement of that provision or any other term hereof. If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.‍‍
16. ‍No Agency.  The relationship between Hotel Engine, its suppliers, and you will be that of a broker, rooms provider, and customer respectively, and none of the parties listed or any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other.‍
17. Captions. The captions and headings used throughout this Agreement are for reference only, and do not expand, limit or in any way affect the meaning or interpretation of any provision hereof.‍
18. Binding Effect. This Agreement shall be binding upon and benefit the parties hereto, their representatives and permitted assigns.

Questions Regarding These Terms & Conditions

‍If you have any questions or concerns regarding this Agreement, please contact Hotel Engine by telephone, email, fax or postal mail:

HotelEngine, Inc.
Attn: Hotel Engine Groups Terms & Conditions
950 S. Cherry Street, Suite 1000
Denver, CO 80246 United States
Phone: 855-567-4683 
Fax: 877.700.8995 
Email: [email protected]

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