TERMS OF USE | WARWICK HOTELS AND RESORTS

These Terms of Use are entered into by and between you and Warwick Denver Corp., located at 1776, Grant Street – Denver, Colorado, 80023, United States of America on behalf of itself and its subsidiaries and affiliates, including the Warwick Hotels and Resorts (the “Company,” “Warwick,” “Warwick Hotels and Resorts,” “we,” “us,” or “our”). If you have any questions or concerns regarding the Site or these Terms & Conditions, please contact us at whrsales@warwickhotels.com. The terms and conditions set forth herein, together with any documents incorporated herein by reference (collectively, the “Terms & Conditions”), govern your access to and use of www.warwickhotels.com, including any content, functionality, and services offered thereon, and any other website, app or platform owned, operated, or licensed by the Company that displays these Terms & Conditions (or a link to them) (the “Site”) and all associated services and products provided on, through, or in relation to the Site (the “Services”). The “Site” includes websites, mobile websites, and other Internet-enabled or wireless means by which we make content available to you or receive content from you, including, without limitation, downloadable or preloaded software applications (including, without limitation, desktop, mobile and tablet applications, content and blog submission services, chat rooms, and message boards).

PLEASE READ THESE TERMS & CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE SITE, BECAUSE THESE TERMS & CONDITIONS CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN YOU AND THE COMPANY. THIS INCLUDES TERMS PROVIDING FOR BINDING ARBITRATION AND WAIVERS OF JURY TRIALS AND CLASS ACTIONS. PLEASE NOTE THAT THESE TERMS & CONDITIONS ARE APPLICABLE SUBJECT TO THE APPLICABLE PUBLIC POLICY RULES OF EACH COUNTRY.

YOU ARE AUTOMATICALLY ACCEPTING AND AGREEING TO THE MOST RECENT VERSION OF THESE TERMS & CONDITIONS WHENEVER YOU ACCESS OR USE THE SITE OR SERVICES, AND YOUR CONTINUING ACCESS OR USE OF THE SITE REAFFIRMS YOUR ACCEPTANCE AND AGREEMENT IN EACH INSTANCE. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS & CONDITIONS IN THEIR ENTIRETY, THEN YOU ARE STRICTLY PROHIBITED FROM ACCESSING OR USING THE SITE AND SERVICES.

THE COMPANY MAY SUPPLEMENT, AMEND OR OTHERWISE MODIFY THESE TERMS & CONDITIONS AT ANY TIME. SUCH MODIFICATIONS WILL BE POSTED ON THIS OR ANOTHER PAGE OF THE SITE, AS THE COMPANY DEEMS APPROPRIATE IN ITS SOLE DISCRETION, AND SUCH MODIFICATIONS SHALL BE DEEMED EFFECTIVE AS OF THEIR STATED EFFECTIVE OR MODIFICATION DATES. IT IS YOUR RESPONSIBILITY TO CAREFULLY REVIEW THESE TERMS & CONDITIONS EACH TIME YOU ACCESS OR USE THE SITE OR THE SERVICES.

PLEASE NOTE: The Site may use various types of cookies and related technologies to provide certain functionality on the Site. General information about cookies and related technologies and how they work is available at allaboutcookies.org. For further information on Warwick Hotels and Resorts use of cookies, please see Warwick Hotels and Resorts Cookie Center if available on the Site as well as Warwick Hotels and Resorts cookie consent policies (available at https://www.warwickhotels.com/cookie-policy ).
Location Based Services; Electronic Communications:

The Site may provide you with content based on your location, including providing you with directions within, near, or to a Warwick hotel or resort, sending you special offers or offering you suggestions of hotel activities, services or promotions. If you wish to benefit from location based services or content, you will need to accept advertising cookies. For further information, please see our cookie consent policies (available at https://www.warwickhotels.com/cookie-policy ).

YOU HEREBY EXPRESSLY CONSENT TO THE COMPANY SENDING OR OTHERWISE COMMUNICATING WITH YOU FOR ANY PURPOSE (INCLUDING, WITHOUT LIMITATION, FOR ADVERTISING, TELEMARKETING, OR OTHER MARKETING OR PROMOTIONAL PURPOSES, OR FOR SENDING OR NOTIFYING YOU ABOUT SPECIAL OFFERS, UPDATES, NEWSLETTERS OR OTHER INFORMATIONAL PURPOSES) VIA ANY ELECTRONIC MEANS OR FORMS AS THE COMPANY DEEMS APPROPRIATE IN ITS SOLE DISCRETION, WHETHER THROUGH THE SITE, THROUGH YOUR USER ACCOUNT, BY PERSONAL COMMUNICATION, BY E-MAIL, BY AUTOMATIC TELEPHONE DIALING SYSTEM, BY TELEPHONE, BY ARTIFICIAL OR PRERECORDED VOICE, BY ONLINE SOCIAL MEDIA, BY TEXT MESSAGE (E.G., SHORT MESSAGE SERVICE A/K/A SMS, AND MULTIMEDIA MESSAGING SERVICE A/K/A MMS) OR BY OTHER ELECTRONIC MEDIA MEANS OR FORMS. BY GIVING SUCH CONSENT, YOU AGREE THAT NO SUCH COMMUNICATION SHALL VIOLATE THE CAN-SPAM ACT, THE TELEPHONE CONSUMER PROTECTION ACT, OR ANY OTHER APPLICABLE LAWS, RULES, OR REGULATIONS. VOICE, MESSAGE, AND DATA FEES, RATES, CHARGES, AND TAXES MAY APPLY TO YOU, AND YOU ARE RESPONSIBLE FOR PAYMENT OF THE SAME. YOU ARE NOT REQUIRED TO GRANT THE FOREGOING CONSENT AS A CONDITION FOR PURCHASE OR LICENSE OF ANY THE COMPANY PRODUCTS OR SERVICES. THIS PARAGRAPH DOES NOT APPLY IF YOU ARE LOCATED IN THE EUROPEAN UNION, GREAT BRITAIN, OR SWITZERLAND.

Privacy:

We respect the privacy of others. Our policies concerning the collection and use of your personal information in connection with the Site are set forth in our Privacy Policy, which you should carefully review each time you access or use the Site.

Eligibility to Use the Site:

The Site is offered only to users eighteen (18) years of age or older, or otherwise the age of majority in each user’s respective jurisdiction, and who have accepted these Terms & Conditions. By accessing or using the Site, you represent and warrant to the Company that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. You agree to comply with all applicable laws for accessing and using the Site.

General Use of the Site:

Please note that additional terms and conditions may apply to reservations, purchases, transactions, uses, or activities that may occur on or through the Site. You agree to comply with these Terms & Conditions and any other applicable additional terms and conditions disclosed on the Site or in connection with your use of the Site. You agree by using this Site that you are responsible for using the most current version made available by the Company, and the Company is not responsible for any issues arising due to your use of anything other than the most current version of this Site.

We reserve the right to withdraw or amend the Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to the Site or any part thereof.

Photos and texts:

Photos and texts illustrating and describing the services that are displayed on the Site are non-contractual and for information purposes only. They do not represent a legally binding offer for which we are responsible. Photos and images may not match the actual facilities and features of the guest room booked by you on our Site.

Accessing the Site and Account Security:

To access certain features or Services on the Site, you may be required to register with and create a personal user account with the Company through the Site (a “User Account”). Subject to the Company’s rights in the following paragraph, you are responsible for maintaining the confidentiality of your User Account, including any passwords, log-in, and account information.

You are responsible for all activity that occurs under your User Account and are prohibited from authorizing or allowing any third party to access or use your User Account. Accordingly, you should take all steps necessary to protect and keep secret your User Account details and access information (including your login name and password). You must immediately notify the Company if you suspect that a third party has gained access to or is making any use of your User Account without authorization. For the avoidance of doubt, the Company has the unencumbered right to access and use, and to allow its agents, employees, representatives, contractors, and vendors to access and use, the information in your User Account to facilitate the exercise and performance of the Company’s rights and obligations under these Terms & Conditions.

Your Devices:

Certain portions of the Site may be configured for, and the Company may offer the Site through, certain computers, tablets, smart phones or other electronic devices (“Devices”), and these Terms & Conditions shall apply with equal force and measure to your access and use of the Site through such Devices. You are responsible for obtaining and updating your Devices, software, operating system, carrier and network access necessary to properly access and use the Site. All or any part of the voice, message and data fees, rates, charges and taxes of your Device’s carrier or network, or another third party, may apply to your access or use of the Site. The Company is not responsible for, and you further accept full responsibility for, all Device carrier and network fees, rates, charges and taxes which may apply, if any.

Credit Card Details; Payment Information:

The storage of credit card information on the Site (if available) is entirely optional. Saving credit card information may help expedite your reservation process in the future and/or allow you to use certain parts of or features in the Site. You will be solely responsible for updating any credit card information that you provide. You acknowledge that we may communicate this information for the purpose of facilitating reservations or as requested by you, including through applications on any mobile devices that you utilize that provide us with your account information or your Warwick Journeys credentials or if you have established a link with such devices.

The Company has the right to refuse its products and services to you or to any geographic region or jurisdiction, including if it suspects that you are in any way involved in fraudulent or illegal activity and may contact your payment method issuer, law enforcement, or others and share information relating to your payments, as applicable, if Company believes doing so will prevent a violation of the law or financial loss. Prices for, and descriptions of, any products or services offered on or through the Site are subject to change without notice and in the sole discretion of the Company.

Payments:

All credit card, debit card, and other monetary transactions conducted on or through the Site occur through an online payment processing application that may be provided by a third-party vendor. The Company’s relationship with any third-party payment processing vendor is merely contractual in nature, and such third-party payment processing vendor is in no way subject to the Company’s direction or control.

If you provide Company with your payment information, then you authorize Company to do the following as Company deems necessary, although Company has no obligation to do so: (a) share your payment information with third-party payment processing vendor(s); and (b) obtain your updated payment information from your payment issuer and/or the third-party payment processing vendor(s).

You agree that you are responsible for all amounts that accrue under your User Account with Company, the third-party payment processing vendor(s), and/or other third parties as a result of your use or access of the Site or Services. You also agree to be responsible for all payments, fines, penalties and other liabilities incurred by any such person or entity that arises out of or relates to payments that you authorize or accept on or through the Site, including, without limitation, all fees, penalties, taxes and duties; and to be responsible for all expenses (including costs and reasonable outside attorney fees) and interest incurred by any such person or entity to collect any overdue amounts.

You represent and warrant to the Company that any payment information you provide on or through the Site is current, complete and accurate, and that you will promptly notify the Company if your payment information has changed (such as a change in address or expiration date), if your payment method has been cancelled, or if you become aware of a breach of security.

Errors and Inaccuracies:

The Site may contain technical inaccuracies and typographical or other errors in connection with information displayed on the Site, including, without limitation, rates, fees, stay details, or availability applicable to your transaction. We assume no responsibility or liability for such errors, inaccuracies, or omissions. We shall have the right not to honor reservations or information affected by such errors, inaccuracies, or omissions. We shall have the right to make changes, corrections, cancellations, and/or improvements to such information or reservations based on such information, at any time, including after confirmation of a reservation.

Promotional Offers Information:

The Site may display or provide information regarding specific programs, offers, or promotions (“Promotional Offers”). Any such Promotional Offer is subject to its specific terms, conditions and restrictions and if booked via the Site, these Terms & Conditions. Please refer to and read carefully the terms, conditions and restrictions of each Promotional Offer. We reserve the right to alter or withdraw any Promotional Offer at any time without notice. Each Promotional Offer is void where prohibited by law.

Prohibited Use:

Any commercial use of the Site is expressly prohibited. You may not use the Site to post or transmit any unlawful, infringing, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law, or for any other purpose that is unlawful or prohibited by these Terms & Conditions.

You agree that you will not, at any time: (a) interfere with or disrupt the Site, (b) use, place, or distribute any viruses, worms, time bombs, and/or other computer programming routines that damage, intercept, disrupt, or harm (or are intended to do any of the preceding) the Site, including the underlying software, hardware, systems, and any users of the Site or their devices, (c) use or attempt to use any robot, spider, automatic device, or automatic or manual process to monitor, scrape, or copy the Site, or any information contained therein, (d) use any device, software, or other instrument to monitor, copy, disrupt, alter, destroy, impair, restrict, tamper, interfere with, or attempt to interfere with the Site, its content, or its operation, (e) take any action that imposes an unreasonable or disproportionately large load on our infrastructure, systems or the Site, (f) use the Site in any way that violates any applicable law or regulation, (g) use the Site to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation, (h) use the Site to impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity, (i) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site, or (j) otherwise attempt to interfere with the proper working of the Site.

Reservations:

You may only make reservations for yourself and your invited guests or for an individual for whom you are authorized in advance to act. In the event of a change in the number, age, or other details of guests you provide when making a reservation, you may be responsible for additional charges. You may not make reservations for any other purpose, including without limitation for purposes of reselling rooms, reservations or other benefits, posting, marketing, advertising, or otherwise distributing rooms, reservations, benefits, or availability (including without limitation on third-party web sites), making false, fraudulent, or speculative reservations, reserving rooms in anticipation of demand, making reservations for purposes of reselling rooms, or in an attempt to circumvent our practices, policies, terms or conditions. You may not use this Site to make reservations related to any commercial activity (unless specifically permitted by the hotel) or any unlawful activity. Reservations made, sold or transferred in violation of these Terms & Conditions may be cancelled without advance notice in our sole discretion.

Certain rates are offered only to members of a designated group, such as Warwick Journeys members or other qualified groups. Additionally, at certain times or on certain dates, reservations at a hotel may require a minimum length of stay, and that may affect whether a hotel appears to have availability. Hotels are only obligated to honor such rates for qualifying individuals or stays. It is up to you to verify that you qualify for the rate that you have booked. You may be required to establish that you qualify either at the time of reservation or check-in. If you cannot establish that you qualify, we reserve the right, in our sole discretion, to cancel your reservation and/or charge the publicly available rate for your stay.

Cancellation Policy:

All reservations are subject to the cancellation policy of the hotel where the stay will occur. Please review the applicable cancellation policy during the reservation process.

Deposits:

All reservations must be guaranteed with a valid major credit card, or an alternative hotel-approved form of payment, such as an advance deposit. Except for when making a reservation for a prepaid rate, you will be charged during your stay rather than at the time of making a reservation. In some situations a hotel may require a deposit, in which case the deposit requirement and amount will be disclosed at the time of making the reservation. You may also be charged as disclosed in the hotel’s cancellation policy.

No Arrangements for Prohibited Persons:

The United States Department of Treasury maintains and publishes lists of “prohibited persons” who are government officials, residents of certain embargoed countries, terrorists or drug traffickers (“Sanctions”). There are limits on our ability to provide services to those prohibited persons pursuant to the Sanctions. You agree you are not a prohibited person and you agree not to make arrangements for any such prohibited persons to stay at, use or tour any Warwick Hotels and Resorts location, unless such prohibitions do not apply to the location, pursuant to a license, permit, or exclusion under the Sanctions.

Currency:

If you select to convert a rate quoted on the Site in a currency other than the Hotel Currency or ask for the rate in a different currency through a Central Reservations Call Center, the Hotel Currency rate is converted for comparison purposes only using a regularly updated exchange rate. Except as noted below, guests are charged in the local Hotel Currency. For clarity, the Hotel Currency is identified on the Site.

Please contact us or the applicable hotel for additional information regarding currencies and exchange rates used at hotels.

Your User Materials:

Your submission of information on the Site to make a reservation or utilize any other services made available to you on the Site is subject to Warwick Hotels and Resorts privacy policies (available at https://www.warwickhotels.com/privacy-policy). All names, information, statements, communications, and any other content that you freely submit to or publish on, through, or in relation to the Site, including those which you submit to or publish on any online social media account that you own and link or otherwise associate with the Site, if any and as applicable, is hereinafter defined as the “User Materials”. For the avoidance of doubt, the term “User Materials” does not include your User Account information. User Materials are not confidential communications, and we shall be free to use, reproduce, publish, distribute, and disclose such User Materials. We are under no obligation to protect such User Materials from disclosure. You hereby grant the Company an irrevocable, non-exclusive, royalty-free, fully-paid, transferable, sub-licensable, perpetual, and universe-wide license for the Company to host, store, reproduce, transmit, distribute, sell, resell, license, sublicense, market, modify, adapt, create derivative works, communicate, publish, syndicate, publicly perform, publicly display, archive, and otherwise use and exploit all or any part of such User Materials and any elements and derivatives thereof in any language, manner, medium, or form, whether now known or hereinafter devised, as the Company sees fit in its sole discretion.

Browsing Habits:

The Site may tailor information, offers, and other content based on your browsing habits, your geographic location and other factors.

Links:

The Site may contain links to other web sites on the Internet and certain actions on the Site may result in specific advertising from third parties, including information that may be displayed in other windows or in third party sites (“Linked Technologies”). We provide these Linked Technologies solely as a convenience to you. The inclusion of any Linked Technologies in no way indicates our endorsement, support, or approval of such Linked Technologies or their content, products, or services, or the operators of any such Linked Technologies. We undertake no obligation to review or monitor any Linked Technologies. Your access to or use of any such Linked Technologies is at your own risk and subject to the terms and conditions of such Linked Technologies. We are not responsible for the content, products, services, or practices of Linked Technologies or other third-party sites. In addition, you agree not to link your site or any other third-party site to the Sites without our express prior written consent.

THE COMPANY IS NOT RESPONSIBLE FOR ANY INFORMATION, CONTENT, GOODS, SERVICES, PROMOTIONS, ADVERTISEMENTS, PROGRAMS, CODES, OR OTHER ITEMS WHICH MAY BE FOUND ON OR EXCLUDED FROM ANY LINKED TECHNOLOGIES (INCLUDING, WITHOUT LIMITATION AND BY WAY OF EXAMPLE ONLY, MALICIOUS SOFTWARE, SPYWARE PROGRAMS, INACCURATE INFORMATION, AND ILLEGAL CONTENT). THE COMPANY DOES NOT MAKE, NOR HAS THE COMPANY MADE, ANY REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESS, IMPLIED, OR OTHERWISE) CONCERNING THE TERMS OF USE OR SERVICE, PRIVACY POLICIES, AGREEMENTS, INFORMATION, CONTENT, GOODS, SERVICES, PROMOTIONS, ADVERTISEMENTS, PROGRAMS, CODES, OR OTHER ITEMS WHICH MAY BE FOUND ON OR EXCLUDED FROM SUCH LINKED TECHNOLOGIES; NOR SHALL THE FACT THAT THE SITE MAY LINK TO OR FROM ANY LINKED TECHNOLOGIES CONSTITUTE AN AFFILIATION WITH, ASSOCIATION WITH, OR ENDORSEMENT OF SUCH LINKED TECHNOLOGIES OR ANY INFORMATION, CONTENT, GOODS, SERVICES, PROMOTIONS, ADVERTISEMENTS, PROGRAMS, CODES, OR OTHER ITEMS WHICH MAY BE FOUND ON OR EXCLUDED FROM SUCH LINKED TECHNOLOGIES. IF YOU DECIDE TO ACCESS ANY LINKED TECHNOLOGIES, THEN YOU DO SO AT YOUR OWN RISK.

Lost Transactions/Communication Failure:

We are not responsible for: (i) communication failures, errors, difficulties, or other malfunctions or lost, stolen, or misdirected transactions, transmissions, messages, or entries on or in connection with the Site, or (ii) any incorrect information associated with any transaction or transmission on or to the Site, regardless of whether such incident is the result of user error, system error, or human error.

Availability:

The Site is available to anyone with Internet access who meets the eligibility requirements hereunder. However, the Site may not be continuously available due to maintenance or repairs or due to computer or mobile device problems or crashes, disruption in Internet service or other unforeseen circumstances. The Site contains information on specific hotels and Services, not all of which are available in every location. A reference to a product or service on the Site does not imply that such product or service is or will be available in your location at the time you are there. The content of the Site, including advertising content, is intended for use and display only where its use and display are permissible in accordance with applicable laws and regulations. Each product or service is void where prohibited by law.

General / Ownership:

The Site, and all content included on the Site, including but not limited to text, software, photographs, images, graphics, illustrations, artwork, video, music, sound, and names, logos, trademarks and service marks, are the property of the Company or its affiliates or licensors or suppliers. This content is protected by copyright, trademark and other laws. No right, title, or interest to the content is granted by your use of the Site, other than a right to view the content using a conventional Internet browser, app, or other platform or device for a particular Site to conduct ordinary Internet or other browsing. All other uses, including making copies of any content on the Site, are strictly prohibited. You may not modify, reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any such material for any purpose other than personal, non-commercial use (or legitimate activities of a travel professional) without our written permission. Except for non-commercial individual private use, the downloading, reproduction, or retransmission of the Site (or any part of its content) is strictly prohibited.

Copyright:

Unless otherwise noted, all content on the Site is the copyrighted property of the Company or its affiliates or licensors or its suppliers. All content of the Site is protected by United States copyright laws as well as the applicable laws of other international jurisdictions.

Warwick Hotels and Resorts Trademarks:

Our names, logos, trademarks, service marks, trade dress and trade names, including, without limitation, “Warwick,” “Warwick Hotels and Resorts,” and “Naviti,” are proprietary to the Company and may not be used by anyone for any purpose without our prior express written consent. Our trademarks are valuable assets, and we take infringement of them seriously. No license to or right in any such trademarks, patents, copyrighted materials, trade secrets, technologies, products, processes and other proprietary rights of the Company is granted to or conferred upon you.

Notice and Procedures for Making Claims of Copyright Infringement:

We respect the intellectual property rights of third parties, and we respond to notices of alleged copyright infringement according to the US Digital Millennium Copyright Act (“DMCA”) at 17 U.S.C. § 512 et seq. Regardless of whether or not the Company believes that it is liable for any copyright infringement for which we are provided notice, our response may include removing or disabling access to material claimed to be the subject of infringing activity and/or terminating an individual’s access to the Site, at our sole discretion and operating within the parameters of the DMCA.

If you believe that your work has been copied on the Site in a manner that constitutes copyright infringement, please contact:

Warwick Hotels and Resorts
Attn: Legal Department
1776 Grant Street.
Denver, CO 80203
digital@warwickhotels.com

With the following information:
•   Your name, address, telephone number and email address;
•   A description of the copyrighted work that you claim has been infringed;
•   A description of the allegedly infringing material and where it is located on the Site;
•   A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agents, or the law;
•   A statement by you under penalty of perjury that your notice is accurate, that you are the copyright owner or that the copyright holder has authorized you to act on its behalf; and
•   Your written or electronic signature attesting to the above.

Right to Restrict Access:

In addition to any other rights or remedies that may be available to the Company, we may, without any liability whatsoever, in our sole discretion terminate, suspend, or otherwise restrict your access or use of the Site at any time and without notice. THE COMPANY SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE THAT IS CAUSED BY OR ARISES FROM OR IN CONNECTION WITH ANY SUCH SUSPENSION OR TERMINATION (INCLUDING, WITHOUT LIMITATION AND BY WAY OF EXAMPLE ONLY, REFUNDS, LOST PROFITS, LOST OPPORTUNITIES, MONETARY DAMAGES, DISRUPTION IN OR LOSS OF SERVICE, OR LOSS OF CONTENT).

Representations and Warranties:

You represent, warrant, and covenant to the Company that: (a) you are a natural person and of eighteen (18) years of age or older, or otherwise the age of majority in your jurisdiction; (b) you have read and understand these Terms & Conditions in their entirety; (c) you have the full right and authority to enter into and abide by the terms and conditions of these Terms & Conditions; (d) you understand and acknowledge that, by accepting these Terms & Conditions, you are giving up certain legal rights and remedies; (e) you voluntarily accept and agree to, and will fully comply with, the terms and conditions of these Terms & Conditions; (f) you will not violate any applicable international, federal, state, or local laws which may concern the Site, the Site’s servers or any information, communications, or content found on or through them; (g) you are the exclusive owner of all rights, title, and interests in and to the User Materials (including, without limitation, all copyrights, trademarks, patents, trade secrets, rights of publicity, and rights of privacy) and/or, if applicable, have secured all necessary rights and permissions from all subjects depicted in, and all persons and entities who contributed to, the User Materials to allow for your performance and grant of rights hereunder; (h) the User Materials are wholly original to you; (i) the User Materials do not and will not infringe upon or otherwise violate the proprietary, publicity, or privacy rights of any person or entity; (j) the User Materials do not and will not defame, disparage, embarrass, or disclose confidential, private, or personal information about or belonging to any person or entity; (k) nothing contained in the User Materials is or will be, or contains or will contain, links to material that is profane, indecent, obscene, threatening, abusive, illegal, false, misleading or any form of spam, malware, virus, bug, bot, spyware, or other malicious or tracking technology; (l) the Company is not required to seek the permission of or compensate any third party to exercise any of the rights granted by you under these Terms & Conditions; (m) no obligation, disability, agreement, or adverse claim exists that may restrict your performance or grant of rights hereunder; and (n) all information you provide to the Company in connection with your access or use of the Site and/or the Services is truthful and accurate.

Warranty Disclaimer:

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Release of Claims:

YOU HEREBY RELEASE AND HOLD HARMLESS THE COMPANY, THE COMPANY’S SUBSIDIARIES AND OTHER AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS, AND LICENSEES FROM AND AGAINST ALL CLAIMS THAT YOU HAVE OR MAY HAVE AGAINST THEM FOR INFRINGEMENT, VIOLATION OF THE RIGHTS OF PRIVACY OR PUBLICITY, DEFAMATION, DISPARAGEMENT, UNPAID BENEFITS, UNPAID WAGES, OVERTIME, DISCRIMINATION, PERSONAL INJURY, PROPERTY DAMAGE, NEGLIGENCE, AND/OR ANY OTHER LEGAL THEORY ARISING FROM OR IN CONNECTION WITH THE SITE, THE SERVICES MADE AVAILABLE ON, THROUGH, OR IN RELATION TO THE PLATFORM, AND/OR THE RIGHTS AND PRIVILEGES GRANTED OR CONVEYED BY YOU UNDER THESE TERMS & CONDITIONS. FURTHER, YOU WAIVE YOUR RIGHT TO, AND IN NO EVENT SHALL YOU SEEK TO, (A) ENJOIN THE COMPANY, ANY OF THE COMPANY’S OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, SUBSIDIARIES, AFFILIATES, SUCCESSORS, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS, OR LICENSEES, OR (B) EXERCISE ANY OF THE RIGHTS OR PRIVILEGES GRANTED OR CONVEYED BY YOU UNDER THESE TERMS & CONDITIONS (INCLUDING, WITHOUT LIMITATION, THE USER MATERIALS).

Limitation of Liability:

WE SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS, OPINIONS OR RECOMMENDATIONS ON THE SITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST THE COMPANY, ARISING OUT OF YOUR USE OF THE SITE OR ANY MATERIALS, OPINIONS OR RECOMMENDATIONS ON THE SITE.

Indemnification:

YOU HEREBY AGREE TO INDEMNIFY, RELEASE, AND HOLD HARMLESS THE COMPANY, THE COMPANY’S SUBSIDIARIES AND OTHER AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS, AND LICENSEES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, SUITS, DEMANDS, ACTIONS, JUDGMENTS, LOSSES, DAMAGES, FINES, PENALTIES, AND EXPENSES (INCLUDING COSTS AND REASONABLE OUTSIDE ATTORNEY FEES) INCURRED BY SUCH INDEMNITEES, OR ASSERTED AGAINST SUCH INDEMNITEES BY THIRD PARTIES, ARISING OUT OF OR IN CONNECTION WITH (A) YOUR ACTS, ERRORS, OR OMISSIONS, (B) YOUR USE OF THE SITE OR ANY PRODUCTS OR SERVICES MADE AVAILABLE ON, THROUGH, OR IN RELATION TO THE SITE (INCLUDING, WITHOUT LIMITATION, THE SERVICES) IN ANY MANNER CONTRARY TO THESE TERMS & CONDITIONS, (C) YOUR VIOLATION OF THE RIGHTS OF OR OTHER INJURY TO ANY THIRD PARTY, AND/OR (D) YOUR BREACH OF ALL OR ANY PART OF THESE TERMS & CONDITIONS.

Jurisdiction / Governing Law:

All matters relating to the Site and these Terms & Conditions, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York (United States of America), without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Arbitration:

The parties agree that any dispute, controversy, or claim arising out of, relating to, or in connection with the Site or these Terms & Conditions, will be resolved by confidential and binding arbitration in accordance with this Section. Such arbitration will be conducted pursuant to the Federal Arbitration Act, and held in New York, New York (United States of America). The arbitration will be conducted according to the Commercial Arbitration Rules of the American Arbitration Association then in effect, subject to the provisions of this Agreement. The American Arbitration Association (“AAA”) will administer the arbitration. The parties expressly agree that any such arbitration and the contents of the same, including, but not limited to, any motion, pleading, discovery, and testimony, is to be held strictly confidential and the arbitrator(s) shall issue an order to such effect. The arbitrator(s) may enter a default decision against any party who fails to participate in the arbitration proceedings. A judgment may be entered on the arbitrators’ award in any court of competent jurisdiction; provided, that, any such award shall be kept confidential and filed under seal with the appropriate court. The prevailing party, as determined by the arbitrator(s), will be awarded its attorney’s fees and all expenses of arbitration, including fees paid to experts and arbitrators. Notwithstanding the foregoing, an action by a party to obtain emergency temporary injunctive or equitable relief relating to the unauthorized disclosure of confidential information under this Agreement will be permitted and will not constitute a waiver of its right to arbitrate. In any dispute, NEITHER YOU NOR THE COMPANY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER SITE USERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

In the event a particular dispute is not subject to arbitration (whether by decision of an arbitrator with binding authority, or otherwise according to these Terms & Conditions or applicable law), each party hereby irrevocably submits to the exclusive personal jurisdiction and venue of the federal and state courts located in New York, New York, for the litigation of said dispute, and covenant and agree that none of the foregoing are an inconvenient venue or forum.

Waiver of Jury Trial:

YOU ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY THAT MAY ARISE UNDER THESE TERMS & CONDITIONS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE YOU IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING (I) ARISING UNDER THESE TERMS & CONDITIONS, OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE SITE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY SEEKING EQUITABLE RELIEF). YOU CERTIFY AND ACKNOWLEDGE THAT YOU UNDERSTAND AND HAVE CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, AND YOU MAKE SUCH WAIVERS VOLUNTARILY.

Limitation on Time to File Claims:

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS & CONDITIONS OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Severability:

If any part of these Terms & Conditions is unenforceable, the unenforceable part shall be construed to reflect, as nearly as possible, the original intentions of the parties. All other provisions of these Terms of use shall remain in full force and effect.

No Waiver:

No failure or delay to exercise any right, remedy, power, or privilege arising from or in connection with these Terms & Conditions will operate or be construed as a waiver thereof, except as otherwise expressly stated in these Terms & Conditions. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion.

Forward Looking Statements:

Certain statements and assumptions in the Site contain or are based upon “forward-looking” statements or information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such statements are necessarily based upon estimates and subject to numerous assumptions and uncertainties as described in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other SEC filings which could harm our business, financial condition, results of operations, or cash flows or cause our actual financial results or performance to differ materially from those expressed in or implied by the statements and information contained in the Site. Forward-looking statements included in the Site are made only as of the date of their initial publication, and we caution you not to place undue reliance on any forward-looking statement. We do not undertake or assume any obligation to update publicly any forward-looking statement to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Contact Us:

If you have any questions or concerns regarding the Site or these Terms & Conditions, please contact us at whrsales@warwickhotels.com. As set forth above, above, any communication or material transmitted to us via the Site or Internet e-mail is transmitted on a non-confidential basis.

Modification Date: May 22, 2025