Terms of Use
HotelierCo Retail LLC and www.hotelierco.com Terms of Service
LAST UPDATED ON OCTOBER 1, 2020
HotelierCo Retail LLC owns and operates the HotelierCo web site (which can be accessed from the domain name: www. hotelierCo.com and hotelier.co) and any and all affiliated businesses. HotelierCo Retail LLC (“HotelierCo” “us” “our” or “we”) provides this web site to you under the following terms and conditions (this “Agreement” or “Terms of Use”). Our Privacy Policy (as is posted to our website), which explains how we collect and use information from visitors to our web site (“Visitors”), is incorporated by reference in these Terms of Use. These Terms of Use also contain conditions involving the confidentiality and non-disclosure of offerings on HotelierCo by third parties and by companies or entities offering securities for sale through HotelierCo.
By using our web site (the “Site”) or submitting any information to us, you consent to and agree to be bound by these Terms of Use and our Privacy Policy. By using the Site in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by these Terms of Use, the Privacy Policy, and all other rules, policies and procedures that may be published by us from time to time on the Site, each of which is incorporated by reference and each of which may be updated by us from time to time without notice to you. Your use of the Site is governed by the version of this Agreement in effect on each date you use the site. You are responsible to review these Terms of Use and our Privacy Policy periodically to determine if we have made any updates, which will be noted by a new date at the top of this page. We will not notify you directly if changes are made, as it is your responsibility to check for said changes.
GENERAL GUIDELINES
Each issuer, or person who is offering securities on the site (an “Issuer”) is solely responsible for the material such Issuer posts on this Site and, by posting such material, represents that: (i) it has complied in all material respects with all applicable rules and regulations; and (ii) such information will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made. The Site and potential investors and other users of the Site are entitled to rely upon any representations made by the Issuer. Each Issuer is solely responsible for ensuring that its securities offering, including use of the Site, is in compliance with all applicable statutes, laws, ordinances, regulations, rules, codes, injunctions, judgments, decrees or orders of any United States or foreign, federal, state, local, municipal or other governmental, regulatory or administrative authority, agency or commission or any judicial or arbitral body, or any body duly authorized to exercise any administrative, judicial, executive, legislative, police, regulatory or taxing authority power or authority of any of the foregoing (“Applicable Law”). Each authorized representative of an Issuer accessing the Site hereby represents and warrants, on behalf of such Issuer, that its use of the Site is, and shall be at all times, in compliance with Applicable Law.
Each issuer hereby agrees, by creating an issuer account and using the Site, that it shall become a member of the HotelierCo general community, shall receive communications from HotelierCo and grants to HotelierCo a perpetual, irrevocable, non-exclusive license to all of the data, photographs, videos, logos, trademarks, service marks, and any other material posted by such Issuer on the Site. Issuer shall take reasonable steps to ensure that each person investing in any of its securities offerings is qualified to do so. Each Issuer hereby agrees to indemnify, defend and hold HotelierCo and any of its affiliates, and any of its successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys fees), resulting from any breach or violation of these Terms of Use by such Issuer or its employees, agents, customers, or affiliates or arising from such Issuer’s or its employees, agents, customers, or affiliates use of the Site.
You represent and warrant that all information that you provide to HotelierCo or through the Site is accurate, compete and truthful. You acknowledge and agree that HotelierCo and its agents are entitled to rely upon the information you provide as true, accurate and complete without verification. We reserve the right to suspend or terminate your Account, or to take any action we deem necessary, if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. HotelierCo grants you a limited, revocable, non-exclusive, non-transferrable license to view, copy and print content on the Site for personal, non-commercial purposes.
HotelierCo grants the operators of public search engines a limited, non-exclusive, non-transferrable license to copy materials from the Site for the purpose of creating publicly available, searchable indices of Site content. We reserve the right to terminate or limit your access to the Site and/or the licenses granted herein for any reason and in our sole discretion. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Site or the rights or use and enjoyment of the Site by any other person or entity in any manner.
You are prohibited from posting or transmitting any material on or through the Site that, in HotelierCo’s sole opinion, is or could be offensive, fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, 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. HotelierCo will fully cooperate with any law enforcement authorities or court order requesting or directing HotelierCo to disclose the identity of anyone posting any such information or materials on the Site.
NO REPRESENTATIONS OR WARRANTIES
HotelierCo makes no representation as to the completeness or accuracy of the information provided on the Site. HotelierCo does not endorse or represent the reliability or accuracy of any content or information distributed through or accessed from the Site, and has not performed any investigation into such information. HotelierCo shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Site is at your sole risk. HotelierCo is entitled to rely upon the information provided by its users. HotelierCo cannot guarantee that Issuers will use the proceeds of their investment in accordance with the stated purpose. You acknowledge and agree that HotelierCo does not provide any representation, warranty or assurance that the offering on the Site are made in accordance with securities law, including the exception to the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. To the extent provided by law, HotelierCo assumes no liability or responsibility for any errors or omissions in the content of the Site. HotelierCo has not reviewed all of the links provided on the Site and is not responsible for the content of any off-Site pages. Clicking on hyperlinks and visiting any off-Site pages is done at your own risk.
DIGITAL MILLENNIUM COPYRIGHT NOTICE
We respect the intellectual property of others, and we ask you to do the same. If you or any user of our Site believes its copyright rights have been infringed on our Site, the copyright(s) owner (“Complaining Party”) should send notification to Our Designated Agent (as identified below) immediately. To be effective, the notification must include:
1. A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
2. Identification of the copyrights(s) claimed to have been infringed;
3. Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
4. Identification of the material that is claimed to be infringing the Complaining Party”s copyrights(s) that is to be removed and information reasonably sufficient to permit us to locate such materials;
5. A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
6. A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyrights that is allegedly infringed.
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. 512(c) (“DMCA”), HotelierCo’s Designated Agent for notice of claims of copyright infringement can be contacted at the addresses below.
Designated Agent for Claimed Infringement:
HotelierCo Retail LLC
Postal Address: 2100 Powers Ferry Road, Suite 370
Atlanta, GA 30339
E-mail address:
You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.
Please note that this procedure is exclusively for notifying HotelierCo and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. 512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Allegations that other intellectual property right is being infringed should be sent to
INTELLECTUAL PROPERTY
You hereby agree, in your individual capacity and on behalf of any Issuer for which you are an authorized representative, subject to the Privacy Policy, that all content and images on the Site are either the property of, or used with permission by HotelierCo The use of the content or images by you or anyone authorized by you, is prohibited unless specifically permitted by these Terms of Use or provided elsewhere on the Site. By providing content or data on the Site, subject to the Privacy Policy, you grant us a royalty-free, non-exclusive, worldwide license, under your intellectual property rights, to copy, reformat, index, modify, display, distribute and put to commercial and other uses such content or data. No compensation will be paid with respect to our use such content or data. HotelierCo neither warrants nor represents that your use of materials displayed on the Site will not infringe rights of third parties not owned or affiliated with HotelierCo.
The trademarks, logo and slogans displayed on the Site including the mark HotelierCo, (collectively the “Trademarks”) are owned by HotelierCo and others. Nothing on this Site should be construed as granting any license or right to use the Trademarks without written permission of HotelierCo or such third party owner of the Trademarks. Your misuse of the Trademarks, or any other content on the Site, except as provided in these Terms of Use, is strictly prohibited. You are advised that HotelierCo will aggressively enforce its intellectual property rights to the fullest extent of the law.
COMMUNICATIONS AND ELECTRONIC SIGNATURES
You agree, in your individual capacity and on behalf of any Issuer for which you are an authorized representative, that HotelierCo may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your Account. You agree to notify us of any changes in your address or contact details. HotelierCo may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability the Site’s electronically stored copy of this Agreement in any proceeding arising out of this Agreement.
Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. HotelierCo shall have a reasonable period to effect such a change and HotelierCo may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
You agree that any information that you transmit to the Site or HotelierCo in any manner including, but not limited to, pictures, videos, questions, comments, suggestions, website addresses and links to other website/articles, etc. is non-confidential and non-proprietary and can be used by HotelierCo or its affiliates for any purpose HotelierCo is free to use any.
CHANGE OR TERMINATION
We may, without prior notice, change the Site, stop providing the Site, applications or services, or create usage limits for the Site. We may permanently or temporarily terminate or suspend your access to the Site without notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of these Terms of Use. Upon termination of these Terms of Use or your access to the Site for any reason or no reason, you will continue to be bound by these Terms of Use, which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
DISCLAIMER OF LIABILITY
HotelierCo has no special relationship with or fiduciary duty to you or any Issuer. Your use of the Site is at your own risk. You acknowledge that HotelierCo has no control over, and no duty to take any action regarding: which users gains access to the Site; what content you access via the Site; what effects the content may have on you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content. You release HotelierCo from all liability for you having acquired or not acquired content through the Site. HotelierCo makes no representations concerning any content contained in or accessed through the Site, and HotelierCo will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service. HotelierCo neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Site.
THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES. NEITHER HOTELIERCO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE SHALL BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE SITE. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES.
HotelierCo makes no representation or warranty, express or implied, with respect to any third party data provided to HotelierCo or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. HotelierCo will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by HotelierCo or “force majeure” or any other cause beyond the control of HotelierCo.
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
Electronic Communication Privacy Act Notice (18 USC 2701-2711): HotelierCo makes no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. HotelierCo will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on HotelierCo’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
HotelierCo assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site. We do not, and cannot, guarantee that any Investor is actually an Accredited Investor (as defined above), or that any content or information provided on this Site is true, correct, complete or viable.
Although HotelierCo may from time to time monitor or review discussions, postings, transmissions, and the like on the Site, HotelierCo is under no obligation to do so and assumes no responsibility or liability arising from such content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, profanity, danger or inaccuracy contained in any information within such locations on the Site HotelierCo reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice.
JURISDICTION
We make no representation that this Site is operated in accordance with the laws or regulations of, or governed by, nations other than those of the United States. If you are located outside of the United States, you use this Site at your own risk and initiative and you, not us, are responsible for compliance with any applicable local and national laws.
The content, material and information contained on the Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Site can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Site does not constitute an offer or solicitation to sell securities referred to on this Site, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Applications to invest in any offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity.
This site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Site that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside. Some or all of the securities described on this site are not registered under the Securities Act of 1933.
GOVERNING LAW
These Terms of Use shall be governed by, construed and entered in accordance with the laws of the State of Georgia applicable to contracts deemed to be made within such state, without regard to choice of law or conflict of law provisions thereof. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
DISPUTE RESOLUTION
In the event of any claim, controversy or alleged dispute between you and HotelierCo, its members or affiliates (“Dispute”), you hereby agree to attempt in good faith to amicably resolve any Dispute at least 30 days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding pursuant to the rules of the American Arbitration Association (“AAA”). Any such arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued.
In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one (1) day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g. confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and HotelierCo. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.
Notwithstanding the foregoing, you agree that the following matters shall not, at the election of HotelierCo be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning HotelierCo’s intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in Atlanta, Georgia, United States of America. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within Atlanta, GA, United States of America. Each party hereby waives any claim that such venue is improper or inconvenient.
INDEMNIFICATION
You, on behalf of yourself and each Issuer for which you are an authorized representative, agree to indemnify, defend and hold HotelierCo and any of its affiliates, and any of its successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys fees), resulting from any breach or violation of these Terms of Use by you or arising from your use of the Site. HotelierCo reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with HotelierCo in the defense of any such claim, action, settlement or compromise negotiations, as requested by HotelierCo.
NOTIFICATION PROCEDURES
We may provide notifications, including those regarding modifications to these Terms of Use, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our Site, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to visitors. Note that you may opt out of certain means of notification as described in these Terms of Use. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provided to us.
NON-DISCLOSURE AND CONFIDENTIALITY
Certain issuers and other users of the Site and HotelierCo may provide you with documents they have marked as “Confidential.” By using the Site and Service, and by accessing any document marked by HotelierCo, any issuer posting an offering on HotelierCo, or anyone providing documents or other materials to you on HotelierCo, you agree to the following, in addition to any confidentiality agreement, non-disclosure agreement or other similar agreement you enter into directly with the issuer of person providing documents or other materials to you:
You agree that, for purposes of these Terms of Use, that you are the “Receiving Party” of documents or materials that have been marked as Confidential (“Confidential Information”) by another person or entity (the “Disclosing Party”). Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the Receiving Party’s possession. Moreover, it shall not be a breach of these Terms of use for the Receiving Party to disclose to a court or other governmental body Confidential Information of the Disclosing Party which the Receiving Party is required by law to disclose to such entity, provided that the Receiving Party shall give the Disclosing Party written notice of such requirement prior to disclosure so that the Disclosing Party may seek a protective order or other appropriate relief.
You agree that, as a Receiving Party, you shall not disclose any Confidential Information of the Disclosing Party to third parties or to the Receiving Party’s employees, except Receiving Party’s employees, investors, attorneys, accountants, investment bankers or other professional advisors (collectively, “Representatives”) who require the information and who have signed a confidentiality agreement at least as protective of the Confidential Information of the Disclosing Party as these Terms of Use or who are bound by professional responsibility or ethics rules prescribing a substantially equivalent confidentiality obligation. A Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody Confidential Information of the Disclosing Party. A Receiving Party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, a Receiving Party shall exercise the same degree of care to protect Confidential Information of the Disclosing Party as it does to protect its own highly confidential information of like nature, which shall in no event be less than reasonable care. A Receiving Party shall not make any copies of the Disclosing Party’s Confidential Information without the prior written approval of the Disclosing Party. A Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information. All documents, executive summaries, investor brochures, offering circulars, private placement memoranda and other tangible objects containing or representing Confidential Information which have been disclosed to a Receiving Party by the Disclosing Party, and all copies, excerpts and summaries thereof shall be and remain the property of the Disclosing Party and shall be promptly returned to the Disclosing Party upon the Disclosing Party’s written request. You agree that any violation or threatened violation of this confidentiality and non-disclosure portion of these Terms of Use will cause irreparable injury to the Disclosing Party, entitling the Disclosing Party to obtain injunctive relief in addition to any other rights and remedies available to the Disclosing Party at law or in equity.
OTHER
The failure of HotelierCo to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of HotelierCo. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court or arbitral, as applicable, of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect.
THIRD PARTY SERVICES
HotelierCo uses third party service providers for payment, merchant services, compliance, transfer agent, broker-dealer and escrow services (“Third Party Service Providers”). By making use of some or all of these payment services on or through HotelierCo you agree to be bound by the third party provider’s terms and conditions, terms of service or terms of use and their privacy policies, and hereby consent and authorize us to delegate your authorizations and share the information you provide to us with our Third Party Service Providers to the extent required to provide their services to you.
MISCELLANEOUS
Except as expressly provided in these Terms of Use, there shall be no third-party beneficiaries to the Terms of Use. HotelierCo shall have the right to assign its rights or delegate any of its responsibilities under these Terms of Use to an affiliate or in connection with a merger, consolidation or reorganization of HotelierCo for the sale of substantially all of its assets. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. You further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.
These Terms of Use contain the entire understanding between you and HotelierCo relating to the Site and HotelierCo’s services. These Terms of Use supersede any other Terms of Use or agreement regarding the Site and HotelierCo’s services prior to the Effective Date above.