Engine Terms of Use

October 9, 2024

Upon acceptance, the following terms & conditions shall be binding onto all Members and Users, except for those Members and Users booking through the State of Texas CPA Contract No. 971-M1.

By accepting these Terms of Use Agreement (this “Agreement”), I certify that:

I am authorized to book hotels through the invite link or company code 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 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.

I. Your Acceptance of These Terms of Use

HotelEngine, Inc., d/b/a Engine (“Engine”) is the provider of the website located at www.Engine.com (the “Site”), which provides an efficient, competitive means of making hotel, flight, and rental car bookings.

PLEASE READ THIS “AGREEMENT CAREFULLY BEFORE USING THE SITE AND SERVICES OFFERED BY 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 this Agreement. This Agreement forms a legally binding agreement. Any breach of any of the terms contained in this Agreement may result, without notice or delay, in temporary suspension of a Member, User or Administrator, temporary or indefinite suspension of a Member’s, User’s or Administrator’s account privileges, termination of a Member’s Member Account, denial of access to the Site by Member or any of Member's Administrators or Users, technical and legal actions to keep a Member and its Users and Administrators off the Site, refusal to provide services to a Member and its Users and Administrators, and may result in severe civil and criminal penalties. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE EXIT AND DO NOT USE THE SITE.

Unless a section of this Agreement specifies otherwise, all terms of this Agreement apply to all Members, Administrators, and Users of 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.

II. Agreement Regarding Other Policies Referenced Herein

By agreeing to this Agreement, you also agree to and must abide by all of Engine’s policies as stated in this Agreement and in the policy documents listed below (if applicable to your activities on or use of the Site), which are all incorporated herein by reference.

III. Changes to this Agreement and Policies

Engine reserves the right to make any changes, at any time, to this Agreement and all policies referenced herein. In addition, some services offered through the Site may be subject to additional terms and conditions promulgated by Engine from time to time. The changes and additional terms and conditions are incorporated into this Agreement 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 of Use and/or policies. Thus, it is important that you review this Agreement and our policies regularly.

IV. Definitions

"Administrator" means the User who is the travel program manager for a Member, who has the ability to add new Users, assign Users direct bill privileges, set up departments, supply a Corporate Travel Policy, view invoices, and review travel report data.
"Check-In Date" means the day on which a User checks-in at a Hotel for a Confirmed Booking.
"Check-Out Date" means the day on which a User checks-out at a Hotel for a Confirmed Booking.
"Confirmed Booking" means a hotel, flight or car rental booking completed via the Site.
“Corporate Customer” means any business, corporation or organization which has created a Member Account in order to provide Engine’s services to the customers, employees or members or such business, corporation or organization.
"Corporate Travel Policies" means any policies or limitations (such as maximum spending amounts or maximum lengths of Confirmed Bookings or maximum number of Confirmed Bookings) provided by Member as limitations on Users' ability to complete Confirmed Bookings. Any User questions regarding any Corporate Travel Policies must be directed to member by User.
"Direct Bill" means the ability for Users to make Confirmed Bookings on Member's corporate account without the use of payment (credit card) at the time of the Confirmed Booking. All Direct Bill Users' total cost of the Confirmed Booking will automatically be billed to the Member's corporate account.
“Flex Coverage” means an optional travel protection coverage product purchased by a Member pursuant to the terms of Section X of this Agreement for a singular Confirmed Booking of a Hotel.
“FlexPro” means an optional subscription-based travel protection coverage product purchased by a Member pursuant to the terms of Section X of this Agreement.
"Hotel" means any type of hotel accommodation available to be booked via the Site.
"Member" means any person or Corporate Customer which has created a Member Account in accordance with this Agreement.
"Member Account" means an account created by Engine for a Member upon Member’s acceptance of membership terms and conditions, which Member Account can be accessed by Member, Administrator, or any User granted access thereto by Administrator, using a membership username and password in accordance with this Agreement.
“Personal Account” means any Member Account which is used by a Member to purchase Confirmed Bookings. Each Personal Account shall be subject to the same terms and conditions contained in this Agreement for all Member Accounts.
“Supplier” means any: (1) hotel supplier or other entity that owns and supplies a Hotel to a Member: (2) applicable airline which owns and supplies airline travel to a Member; or (3) applicable car rental company which owns and supplies car rental services to a Member.
“Total Cost of Car Rental Booking” means the total cost of the car rental displayed on the Site, plus any government-imposed taxes and fees, plus any applicable Supplier-imposed fees, such as optional extra services (i.e. prepaid refueling charges).
“Total Cost of Flight Booking” means the total airfare price displayed on the Site, plus any government-imposed taxes and fees and any applicable Supplier-imposed fees, such as baggage fees or seat selection fees.
"Total Cost of Hotel Booking" includes the total Hotel reservation price, which includes the Hotel rate displayed on the Site, plus tax recovery charges (e.g., sales and use, occupancy, room tax, excise tax, value added and other similar taxes), service and administrative fees, and where applicable, taxes on Engine’s services.
“Travel Credits” means any credit provided to a Member Account pursuant to Section IX of this Agreement.
"User" means any Corporate Customer or person granted access to the Member Account by Member or Administrator.

V. Member Requirements and Acknowledgements

To take advantage of Engine’s services provided on the Site, you must sign up to Engine with your email address. By signing up to Engine and creating your Member Account you agree to be bound by this Agreement. All Administrators and Users who are granted access to the Member Account hereby agree to be bound by this Agreement.

Membership commences upon clicking on "sign up" or similar button and/or by submitting your email address and confirming that you have access to the email account. Engine reserves the right, in its sole discretion, to reject any application to become a Member. Below are additional terms related to Member, Administrator, and User eligibility and requirements. You are fully responsible for all bookings that are made on your account. It is very important not to share your Member login information with any unauthorized Administrator or User or leave your account logged in and unmonitored. Any unauthorized sharing of Member login information with any unauthorized person may result, without notice or delay, in temporary suspension of a Member, User or Administrator, temporary or indefinite suspension of a Member’s, User’s or Administrator’s account privileges, termination of a Member’s Member Account, denial of access to the Site by Member or any of Member's Administrators or Users, technical and legal actions to keep a Member and its Users and Administrators off the Site, refusal to provide services to a Member and its Users and Administrators, and may result in severe civil and criminal penalties.

Members may also be entitled to create a Personal Account, which is a separate account from a Member Account and which is used to purchase Confirmed Bookings for personal travel, not for travel related to a Corporate Customer account.

A. Age

Only individuals who are 18 years and older and who can form legally binding contracts under applicable law may become a Member, Administrator, or User and provide to Engine any Personal Information (defined below). If you open a Member Account, or you are an Administrator, or a User, or provide to Engine any Personal Information, you represent and warrant that you are at least 18 years old and are legally able to form binding contracts. Engine may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity, and change its eligibility criteria at any time. This provision is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.

B. Username and Password

When you open a Member 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 Engine of any unauthorized use of your username and/or password or any breach of security. You also agree that 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 Engine, unless Engine provides prior written permission. Any unauthorized sharing of Member, User or Administrator login information with any unauthorized person may result, without notice or delay, in temporary suspension of a Member, User or Administrator, temporary or indefinite suspension of a Member’s, User’s or Administrator’s account privileges, termination of a Member’s Member Account, denial of access to the Site by Member or any of Member's Administrators or Users, technical and legal actions to keep a Member and its Users and Administrators off the Site, refusal to provide services to a Member and its Users and Administrators, and may result in severe civil and criminal penalties.

C. Member Account Information

You must keep your Member Account information up-to-date and accurate at all times, including a valid email address. Each Member is responsible for regularly checking their Member Account and must notify Engine of any omissions, incorrect entries or other discrepancies as soon as discovered, or if concerning a Confirmed Booking, within 48 hours of such applicable Confirmed Booking.

D. Member Account Transfer

You may not transfer or sell your Member Account to another party without Engine’s prior written consent. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.

YOU ACKNOWLEDGE THAT ANY UNAUTHORIZED TRANSFER OR SHARING OF YOUR MEMBER ACCOUNT OR OF ANY CONTENT OF THE SITE MAY CAUSE IRREPARABLE HARM TO ENGINE. AS SUCH, ENGINE RESERVES THE RIGHT TO HOLD ANY MEMBER, USER OR ADMINISTRATOR WHO TRANSFERS, SHARES OR OTHERWISE ALLOWS ACCESS TO A MEMBER ACCOUNT OR ANY CONTENT OF THE SITE (INCLUDING NAMES OF SUPPLIERS AND HOTEL PRICING) TO ANY UNAUTHORIZED USER, WITHOUT THE WRITTEN CONSENT OF ENGINE, CIVILLY AND/OR CRIMINALLY RESPONSIBLE AND ENGINE WILL PURSUE ALL REMEDIES AFFORDED AT LAW, INCLUDING, BUT NOT LIMITED TO INJUNCTIVE RELIEF AND MONETARY DAMAGES. Additionally, Engine may, without notice or delay, temporarily suspend a Member, User or Administrator, temporarily or indefinitely suspend a Member’s, User’s or Administrator’s account privileges, terminate a Member’s Member Account, deny access to the Site by Member or any of Member's Administrators or Users, take technical and legal actions to keep a Member and its Users and Administrators off the Site, and refuse to provide services to a Member and its Users and Administrators.

E. Right to Refuse or Cancel Service

Engine’s services are not available to temporarily or indefinitely suspended Members or any Administrators or Users of such Members. Engine reserves the right, in Engine’s sole discretion, to cancel Member Accounts, terminate any Member, Administrator, and/or User from further participation in the Site if Personal Information (defined below) cannot be confirmed as being accurate. Engine reserves the right to refuse or cancel service to anyone, cancel Member, Administrator and/or User Accounts, terminate any Member from further participation in Engine.com for any reason and without notice, at any time, so long as such refusal does not violate any applicable law.

F. Email Communications

By creating your Member Account and accepting the terms of this Agreement, you hereby authorize Engine to periodically communicate with you via the email address that you provide to Engine when you set up your Member Account in accordance with our Privacy Policy.

G. Refunds

Refunds will occur only after the respective Supplier has refunded Engine. In the event the Supplier does not refund Engine, the Member or applicable User will not receive a refund. All refunds are subject to the Engine's cancellation policy and the Supplier’s cancellation policy. All disputes regarding cancellations must be received within 48 hours of the cancellation. Any such dispute not received within 48 hours of cancellation will be deemed to be accepted by Member or applicable User.

If the Supplier provides a partial refund, Engine will pass along to Member all refunds minus any booking fee charged by Engine and any cancellation and termination fees associated with the change to the Confirmed Booking.

H. Upgrades to Confirmed Bookings

In the event that you request or are otherwise eligible for an upgrade, such upgrade is strictly subject to a Supplier’s availability and/or approval and is not guaranteed by Engine. Engine shall use all commercially reasonable efforts to secure the upgrade on your behalf with the Supplier. However, in no event shall Engine have any liability for any unfulfilled upgrade request to any Confirmed Booking.

VI. Hotel Confirmed Bookings/Hotel Incidental Charges

A. Prepaid Hotel Confirmed Booking

You acknowledge that Hotel rates displayed on the Site are a combination of the pre-negotiated room rate for rooms reserved on your behalf and the facilitation fee retained by Engine for its services. You authorize Engine to book reservations for the Total Cost of Hotel Booking.

Prepaid Confirmed Bookings are paid online at the time of the Confirmed Booking. You agree that your credit card will be charged for the Total Cost of Hotel Booking upon submitting your Confirmed Booking.

The tax recovery charge is assessed to recover the estimated taxes that Engine, you, and/or a third party pays to the Supplier in connection with your Confirmed Booking (e.g., sales and use, occupancy, room tax, excise tax, value added and other similar taxes). The balance of the additional amount is a fee that Engine charges in connection with the handling of Confirmed Bookings.

We do not collect and remit the taxes to the applicable tax authorities. The Supplier(s) bill all applicable taxes to Engine and/or a third party, and Engine and/or a third party remit such taxes directly to the Suppliers. Taxability and the appropriate tax rate vary greatly by location. The actual tax cost paid to the Suppliers may vary from the tax recovery charge, depending upon the rates, taxability, etc. in effect at the time of the actual use of the Hotels by Members. Service fees retained by Engine for its services vary based on the amount and type of Confirmed Booking.

B. Direct Bill Hotel Confirmed Booking

All Prepaid Confirmed Booking terms and conditions set forth above apply to all Direct Bill Confirmed Bookings, except that the Total Cost of Hotel Booking for each User will be charged to the Member Account.

Direct Bill Confirmed Bookings are billed bi-weekly or monthly to Member and must be paid by Member promptly upon receipt. Any Member Account which has a past due balance of 30 days will be considered delinquent. Delinquent accounts are subject to 18% late-fee penalties and Engine reserves the right to immediately suspend or terminate Direct Bill privileges by all Users of the delinquent Member. Engine may utilize automated Member account notifications to inform Members who permit Direct Bill for their Users of upcoming Member Account payments due or of delinquent or past due Member Account payments.

Members that elect to enroll in Direct Bill Booking consent to the choice of law and jurisdiction provisions contained within Sections XXI(A) and (C) of this Agreement.

C. Administrative Access

Each Member shall have one or more Administrators who have administrative access to such Member’s Member Account. Administrative access allows such Administrator(s) to add new Users, assign Users Direct Bill privileges, set up departments, supply or update a Corporate Travel Policy, view invoices and review travel report data. Member hereby acknowledges that all Users given administrative access to such Member’s Member Account (i.e., Administrators) will have authority to grant Direct Bill privileges to any Users.

D. Hotel Incidental Charges

Engine may, in its sole discretion, cover incidental costs charged by a Hotel relating to a Member’s Hotel stay. Such incidental charges may include, but are not limited to, in-room dining charges, damage charges, parking fees, in-room entertainment, and phone charges. In such an instance, you agree that Engine may charge the credit card used to charge the Confirmed Booking to cover the cost of such incidental charges. If the credit card used for the Confirmed Booking is no longer valid or the incidental charges are otherwise unable to be processed, Engine shall send you an invoice for such incidental charges which shall be due within thirty (30) days’ receipt. Additionally, a five-percent (5%) convenience fee may be added to the total of such incidental charges.

E. Changes to a Confirmed Booking

A Supplier may apply additional terms and conditions related to the Confirmed Booking(s) and other services provided by that Supplier ("Supplier Terms and Conditions"). You agree to abide by the Supplier Terms and Conditions imposed by the Supplier(s) with respect to your Confirmed Booking(s). Please review the Supplier Terms and Conditions associated with your Confirmed Booking(s).

You may cancel or change your Confirmed Booking unless otherwise stated in the Supplier Terms and Conditions. Some cancellations, room-night reductions, or other changes to Confirmed Bookings may result in a service fee charged in (USD) per room, per night service fee. In addition, if you cancel or change your Confirmed Booking after the cancellation policy period applicable to the Hotel you reserved or after the applicable period provided in the Supplier Terms and Conditions, the Supplier(s) may charge you one-night’s room rate, tax recovery charges, service fees or greater penalties based on the Supplier Terms and Conditions. Refunds may or may not be made for no-shows or early checkouts. See the room rate cancellation policies and other terms provided in the Supplier Terms and Conditions for complete details. You agree to pay any cancellation or change fee that you incur and agree that Engine is not responsible for any additional cancellation or change fee charged to you by Supplier.

VII. Flight Confirmed Bookings

A. Prepaid Flight Confirmed Booking

You acknowledge that airfare rates displayed on the Site are a combination of the airfare as determined by the Supplier and the facilitation fee retained by Engine for its services. You authorize Engine to book reservations for the Total Cost of Flight Booking.

Prepaid Confirmed Bookings are paid online at the time of the Confirmed Booking. You agree that your credit card will be charged for the Total Cost of Flight Booking upon submitting your Confirmed Booking.

The tax recovery charge is assessed to recover the estimated taxes that Engine, you, and/or a third party pays to the Supplier in connection with your Confirmed Booking (e.g., government imposed taxes and other similar taxes). The balance of the additional amount is a fee that Engine charges in connection with the handling of Confirmed Bookings.

We do not collect and remit the taxes to the applicable tax authorities. The Supplier(s) bill all applicable taxes to Engine and/or a third party, and Engine and/or a third party remit such taxes directly to the Suppliers. The actual tax cost paid to the Suppliers may vary from the tax recovery charge, depending upon the rates, taxability, etc. in effect at the time of the actual Confirmed Booking. Service fees retained by Engine for its services vary based on the amount and type of Confirmed Booking.

B. Changes to Flight Confirmed Bookings and Flight Status

Confirmed Bookings for flights available through the Site are subject to the published conditions of carriage and rules, including but not limited to cancellation policies, of the applicable Supplier. In case of a cancellation or no-show, you may be entitled to a refund of airport taxes and fees included in the Total Cost of Flight Booking. Any refunds provided will be in accordance with the particular airline’s cancellation policy.

You understand that Suppliers ultimately control their schedules, and they may change or cancel your flight for a variety of reasons. Whenever the airline provides Engine with information about a change or cancellation to your Confirmed Booking, Engine shall use commercially reasonable efforts to update you of the same. However, you should always refer to the Supplier’s website for the most up-to-date information.

In the event that a Supplier provides you with travel credits relating to a cancellation, no-show or schedule change, those travel credits will be stored on the Supplier’s website and not on Engine’s Site.

C. One-Way and Round-Trip Confirmed Bookings

if you book a roundtrip flight and do not use the outward flight, the Supplier may cancel the return flight without refund. You are able to purchase multiple one-way tickets on the Site rather than a round-trip fare. If you do so, you will be making separate Confirmed Bookings which may have separate and different rules and policies. Any changes made to one of your Confirmed Bookings will not affect the other Confirmed Bookings.

D. Airline Specific Rules and Prohibited Activities

All airlines will provide for their own rules and regulations. It is your responsibility to familiarize yourself with such rules and regulations as may be found on the specific Supplier’s website. Airlines retain the right to adjust flight times and schedules at any time, and may in their discretion change or cancel flights or itineraries. Different tickets on the same airline may carry different restrictions or include different services.

You agree not to purchase a ticket or tickets containing flight segments that you will not be using, such as a "point-beyond", "hidden-city", or "back-to-back tickets" if those practices are prohibited by the airline(s). You further agree not to purchase a round-trip ticket that you plan to use only for one-way travel if that practice is prohibited by the airline(s). You acknowledge that most airlines prohibit all such tickets, and therefore Engine cannot guarantee that the airline will honor your ticket or tickets if you engage in these practices. You agree to indemnify Engine against airline claims, on the basis of these or any other prohibited practices, for the difference between the full fare of your actual itinerary and the value of the ticket or tickets that you purchased.

E. Supplier Frequent Flyer Programs

When making a Confirmed Booking, you may be able to enter your applicable frequent flyer or loyalty number on the Site. Credit towards any program shall be in the Supplier’s sole discretion and in accordance with their respective rules and policies. Confirmed Bookings cannot be made using another Supplier’s reward points.

F. Other Flight Specific Terms

Suppliers control seating, and as such, Engine cannot guarantee the availability of specific seats, even when pre-booked. Certain Suppliers may require you to pay additional fees at the airport for certain services and/ or if you exceed certain limits as dictated by such Supplier (e.g. the number of bags or weight allowed). Certain Suppliers may charge additional fees for other services, (e.g. carryon baggage, priority boarding and seat assignments). The carriage of hazardous materials aboard aircraft in your luggage or on you is generally forbidden. Law, treaties and the Suppliers own polices normally limit a Supplier's liability for death, personal injury and other damages. Each Supplier should be consulted for complete information about its baggage and ancillary fees.

The Transportation Security Administration (“TSA”) of the U.S. Department of Homeland Security requires Engine to collect information from you for purposes of watch list screening, under the authority of 49 U.S.C. section 114, and the Intelligence Reform and Terrorism Prevention Act of 2004. TSA may share information you provide with law enforcement or intelligence agencies or others under its published system of records notice. For more on TSA Privacy policies, or to view the system of records notice and privacy impact assessment, please see TSA's Web site at www.tsa.gov.

VIII. Car Rental Confirmed Bookings

A. Prepaid Car Rental Confirmed Booking

You acknowledge that car rental rates displayed on the Site are a combination of the car rental fee as determined by the Supplier and the facilitation fee retained by Engine for its services. You authorize Engine to book reservations for the Total Cost of Car Rental Booking.

Prepaid Confirmed Bookings are paid online at the time of the Confirmed Booking. You agree that your credit card will be charged for the Total Cost of Car Rental Booking upon submitting your Confirmed Booking.

We do not collect and remit the taxes to the applicable tax authorities. The Supplier(s) bill all applicable taxes to Engine and/or a third party, and Engine and/or a third party remit such taxes directly to the Suppliers. The actual tax cost paid to the Suppliers may vary from the tax recovery charge, depending upon the rates, taxability, etc. in effect at the time of the actual Confirmed Booking. Service fees retained by Engine for its services vary based on the amount and type of Confirmed Booking.

B. Extra Charges

All requests for optional extras (such as child seats) must be made by you directly with the Supplier. Accordingly, Engine cannot guarantee any request for an optional extra may be honored by the Supplier and are subject to availability.

You will be responsible to the Supplier for any additional charges in the event of theft of, or damage to, the rental car and shall be payable by you to the Supplier. The Supplier may provide to you the purchase of optional extra insurance coverage at the time of pick up.

Fuel is not included in the rental price. Suppliers may charge you for refueling when the vehicle is returned.

C. Collection, Use, and Return of Rental Car

You must present your driver license at the time you collect your rental car. The Supplier will also require that you present a valid credit card upon collection. The Supplier may also charge a deposit to your credit card at the time of Collection. Engine is not responsible for the return of any security deposit charged by the Supplier at the time of rental car collection.

While different locations have varying laws and regulations, you generally must be between the ages of 21 and 75 in order to be an authorized driver of a rental car. Extra charges may be applied by the Supplier for additional drivers and can vary depending on the additional driver’s age.

The Supplier shall be entitled to impose certain restrictions of where you are able to take the rented car (i.e. outside the country, on ferries, etc.). It is your responsibility to ensure your understanding of any applicable rules imposed by the Supplier.

Unless otherwise agreed, you are responsible for returning the rental car to the same Supplier location from which it was collected and at the agreed upon time. Extra charges may be imposed by the Supplier for late returns, damages, and/or failing to return the rental car refueled.

D. Changes to a Confirmed Rental Car Booking

Supplier Terms and Conditions may apply to your Confirmed Rental Car Booking. You agree to abide by the Supplier Terms and Conditions imposed by the Supplier(s) with respect to your Confirmed Booking(s). Please review the Supplier Terms and Conditions associated with your Confirmed Booking(s).

You may only cancel or change your Confirmed Booking in accordance with the Supplier Terms and Conditions. Refunds may or may not be made for no-shows or early returns. See the cancellation policies and other terms provided in the Supplier Terms and Conditions for complete details. You agree to pay any cancellation or change fee that you incur and agree that Engine is not responsible for any additional cancellation or change fee charged to you by Supplier.

IX. Engine Travel Credits

There are multiple ways in which a Member may be eligible to earn Travel Credits on their Member Account, including but not limited to: (1) invitation of a new Member; (2) purchasing Engine’s Flex Coverage or subscription to FlexPro; (3) in Engine’s discretion in the event of a cancellation; or (4) the creation of a new Personal Account. Use of the Travel Credits is governed by the terms of this Agreement.

A. Invitation of a New Member

Any Member who refers a new Member to Engine may be eligible to receive Travel Credits. In order to be eligible to receive Travel Credits, the new Member which you refer must complete the following: (1) create a new Member Account; (2) complete a Confirmed Booking; and (3) must not cancel or request a refund of the Confirmed Booking. In the event that a new Member referred by you does not complete these steps, you will not be eligible for Travel Credits. Once the foregoing steps are completed, the Travel Credits shall be automatically loaded to your Member Account.

B. Purchasing Engine’s Flex Coverage or Subscription to FlexPro

Members may be able to purchase Flex Coverage or subscribe to FlexPro for any Hotel Confirmed Booking in accordance with the terms of Section X of this Agreement. FlexPro and Flex Coverage is solely for Hotel bookings and not available for flight or car rental bookings. In the event that you purchase Flex Coverage or have a FlexPro subscription and need to cancel a Hotel Confirmed Booking that is unable to be refunded in accordance with the terms of this Agreement, you will receive Travel Credits for such Hotel Confirmed Booking in an amount equal to the full purchase price of the Hotel Confirmed Booking, inclusive of taxes and fees paid by you. After the cancellation is processed, the Travel Credits shall be automatically loaded to your Member Account.

C. Other Cancellations or Issues

Members may also be eligible to receive Travel Credits in the sole discretion of Engine in the event of special circumstances surrounding a cancellation of a Hotel Confirmed Booking or other customer service issue. Nothing contained in this Agreement is meant to create an obligation of Engine to provide you with Travel Credits and the decision to provide Travel Credits rests solely with Engine. In the event that you receive Travel Credits pursuant to this Subsection C, such Travel Credits shall be automatically loaded to your Member Account.

D. Creation of a New Personal Account

New Personal Accounts are eligible to receive Travel Credit upon the creation of the Personal Account. The Travel Credit will be automatically loaded to the Personal Account and will expire thirty (30) days after the Personal Account is created if not used. You agree that Engine is not obligated to provide any additional notice that the Travel Credits will be or have been removed from your Member Account. Further, you agree that Engine shall have no liability to you whatsoever relating to the expiration and removal of Travel Credits in accordance with this Subsection D.

E. Use of Travel Credits

Members who have Travel Credits on their Member Account may elect to apply them to any Confirmed Booking upon check-out. Any remaining balance owed by you after application of any Travel Credits, including applicable taxes and fees, shall remain your responsibility to pay upon check-out.

F. Expiration of Travel Credits

Any Travel Credits loaded to your Member Account (with the exception of Travel Credits loaded to new Personal Accounts pursuant to Section IX(D) above) shall remain valid for a period of one (1) year from the date which they appear on your Member Account. In the event that you fail to use the Travel Credits within this timeframe, they will be automatically removed from your Member Account. You agree that Engine is not obligated to provide any additional notice that the Travel Credits will be or have been removed from your Member Account. Further, you agree that Engine shall have no liability to you whatsoever relating to the expiration and removal of Travel Credits in accordance with this Subsection F.

G. Travel Credits and Personal Accounts

In order to earn Travel Credits on a Personal Account, the Member must purchase the Confirmed Booking using their Personal Account. Any Travel Credits or reward points earned by Confirmed Bookings made on accounts linked to a Corporate Customer account shall not transfer to any Personal Account. In the event that a Corporate Customer account is deactivated or removed, any earned Travel Credits or reward points associated with the Corporate Customer account shall not transfer to a Personal Account and shall become void at the time of such deactivation or removal.

X. Flex Coverage and FlexPro Subscriptions

Each Member may have the option to purchase Flex Coverage for a singular Hotel Confirmed Booking or subscribe to FlexPro, which will provide coverage for all Hotel Confirmed Bookings, pursuant to the terms herein. Flex Coverage and FlexPro are for Hotel Confirmed Bookings only and may not be used for any Car Rental or Flight Confirmed Booking. Please note, certain Member Accounts may have configurations set up by the Administrator which does not allow for purchase of Flex Coverage or subscription to FlexPro. Additionally, neither Flex Coverage or Flexpro shall be available to any group booking made. Flex Coverage and FlexPro are designed to protect you from cancellation of Hotel Confirmed Bookings that fall outside of Engine’s cancellation policy found in this Agreement. In the event that you purchase Flex Coverage or subscribe to FlexPro and you are unable to cancel the Hotel Confirmed Booking under the terms this Agreement and receive a full refund, you shall receive Travel Credits in an amount equal to the purchase price of the Hotel Confirmed Booking, inclusive of taxes and fees paid by you. These Travel Credits will be automatically loaded to your Member Account. Use of any Travel Credits is subject to the terms and conditions found in Section IX of this Agreement.

A. Purchase of Flex Coverage for a Single Booking

The cost of Flex Coverage applicable to your single Hotel Confirmed Booking will be indicated upon check out. Once purchased, Flex Coverage is nonrefundable regardless of whether it is utilized by you. In the event that your Hotel Confirmed Booking is eligible for cancellation and a full refund in accordance with this Agreement, you will not be eligible to receive Travel Credits, nor shall you be eligible for a refund of the cost of the purchase of Flex Coverage.

B. FlexPro Subscriptions

Each Member shall have the option of purchasing a subscription to FlexPro cancellation or modification coverage. Members may cancel their FlexPro subscription at any time; however, the cost of the FlexPro subscription is nonrefundable. The FlexPro subscription must be canceled before midnight (MST) on the day before the renewal date of the FlexPro subscription; otherwise, you will be charged for and retain another billing period for FlexPro. Cancellation or modification coverage provided by a FlexPro subscription shall only apply to: (1) Hotel Confirmed Bookings made after enrollment into the FlexPro subscription; and (2) Hotel Confirmed Bookings consumed while the FlexPro subscription is active. Upon termination of the FlexPro subscription or expiration of the FlexPro subscription term, no further cancellation or modification coverage shall be available even if a Hotel Confirmed Booking is made when the FlexPro subscription was active. Engine reserves the right to terminate a Member’s FlexPro subscription in the event that such Member’s cancellation-to-consumed booking ratio exceeds industry standards or, in Engine’s sole discretion, a Member is abusing the FlexPro program. For Members who purchase a month-to-month FlexPro subscription term, Engine may increase the price of the monthly FlexPro subscription by providing no less than sixty (60) days’ notice in writing.

C. Special Terms

In order to be eligible to utilize Flex Coverage or your FlexPro Subscription, you must: (i) change your check out date on your itinerary found in your Member Account within twenty-four (24) hours of your new check out date; and (ii) check out at the front desk of the Hotel at the time of your changed departure date. Failure to do so may result in you being deemed ineligible to receive the benefits outlined in this Section X.

In the event of a violation of this Subsection (C), Engine reserves the right to debit any travel credits provided to you, delay receipt of travel credits in your Member Account, cancel your FlexPro subscription without refund, and/or prevent you from utilizing Flex Coverage or FlexPro on any future bookings.

FlexPro is designed to offer Members and Users with the flexibility to change travel plans without incurring additional fees. However, FlexPro does not constitute an insurance policy nor is it an insurance contract. FlexPro is not designed to replace any third-party travel insurance product which may be obtained by you.

XI. Prohibited and Infringing Items and Activities

You are solely responsible for your conduct and activities on the Site, as well as for the accuracy of your "Personal Information" that you submit to Engine. "Personal Information" is information that identifies you personally, either alone or in combination with other information available to Engine. Examples of Personal Information include your name, address, email address, and telephone number.

Your Personal Information and use of the Site shall not:

Be false, inaccurate or misleading;
Be fraudulent;
Violate this Agreement, any policy referenced herein, or any applicable law, statute, ordinance or regulation;
Abuse or misuse the Engine.com services accorded to you;
Be a vehicle to sell, assign, transfer or acquire, or to offer to sell, assign, transfer or acquire any Confirmed Booking other than in accordance with this Agreement;
Infringe upon Engine’s or any third-party’s trademark, copyright or other proprietary or intellectual property rights or rights of publicity or privacy, including without limitation, the unauthorized modification, copying, distributing, transmitting, publishing, displaying, licensing, or creation of derivative works of any content obtained from the Site;
Be defamatory, trade libelous, impersonate any person, or falsely state or otherwise misrepresent your affiliation with any person, through for example, the unauthorized use of business names, trade names or trademarks, or through the use of a similar email address or nickname, or any other method or device;
Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
Modify, adapt or hack the Site or modify another website so as to falsely imply that it is associated with the Site;
Appear to create liability for Engine or cause Engine to lose (in whole or in part) the services of Engine’s ISPs or technology provider;
Falsely state, impersonate or otherwise misrepresent your identity, including but not limited to the use of a pseudonym;
Include any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; and
Contain software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of Engine, Engine’s technology provider, the Suppliers and the Site.

Furthermore, you may not use the Site (or consummate any transaction that was initiated using Engine’s service) in any manner that could cause Engine to violate any applicable law, statute, ordinance or regulation.

Any violation of this Section XI may result, without notice or delay, in temporary suspension of a Member, User or Administrator, temporary or indefinite suspension of a Member’s, User’s or Administrator’s account privileges, termination of a Member’s Member Account, denial of access to the Site by Member or any of Member's Administrators or Users, technical and legal actions to keep a Member and its Users and Administrators off the Site, refusal to provide services to a Member and its Users and Administrators, and may result in severe civil and criminal penalties.

XII. Privacy

By agreeing to this Agreement, you agree to the terms of our Privacy Policy, which is expressly incorporated herein and subject to the terms of this Agreement. Before using our Site, please carefully review our Privacy Policy. All Personal Information provided to us as a result of your use of the Site will be handled in accordance with our Privacy Policy.

XIII. Member 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 Bookings 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.

XIV. 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 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 Engine provides prior written permission.

XV. Intellectual Property Contained in or on the Site and Use of Corporate Customer’s Trademarks

A. 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 Engine, the Suppliers or third-party providers and are protected pursuant to applicable copyright, patent, trademark and other intellectual property laws.

You, as a Member, have a limited, personal, nontransferable, non-exclusive right to use the Site Content to view and otherwise to use the Site in accordance with this Agreement and for no other purpose, provided that you (i) do not modify or redistribute the Site Content; (ii) retain any and all copyright and other proprietary notices contained in the Site Content; (iii) do not copy or post the Site Content on any network computer or broadcast the Site Content in any media; and (iv) 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 Member, User or Administrator, temporary or indefinite suspension of a Member’s, User’s or Administrator’s account privileges, termination of a Member’s Member Account, denial of access to the Site by Member or any of Member's Administrators or Users, technical and legal actions to keep a Member and its Users and Administrators off the Site, refusal to provide services to a Member and its Users and Administrators, and may result in severe civil and criminal penalties. Engine reserves all other rights in and to its intellectual property.

B. Trademarks

"Engine," "Engine.com." “FlexPro,” “Hotel Engine,” “HotelEngine.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 Engine (the "Marks"). You are not authorized to display or use the Marks in any manner without 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.

C. Use of Corporate Customer’s Trademarks

Unless otherwise expressly stated in any other agreement between a Corporate Customer and Engine, during the term of this Agreement, each Corporate Customer grants to 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 Engine either on the Site or on other official publications or marketing materials of Engine. Any additional use of the Corporate Customer Mark’s by Engine shall require the prior written consent of such Corporate Customer. 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. Engine’s use of the Corporate Customer Marks under this Agreement, and the goodwill associated with such use, inures to the benefit such Corporate Customer, and 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 Engine to use the Corporate Customer Marks shall immediately terminate upon any termination of this Agreement.

XVI. Other Businesses

The Site may contain links to other websites that are owned and operated by third parties. You acknowledge that 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. 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.

XVII. Travel Precautions

Please consult the travel advisory issued and updated by the U.S. State Department for information concerning any warnings or dangers associated with travel to a particular area. You are advised to contact the Center for Disease Control in Atlanta, concerning any required or suggested medical treatments to your selected destination(s).

XVIII. 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, 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, 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, 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 ENGINE DOES NOT GUARANTEE THE ACCURACY OF THE RATINGS. ENGINE MAKES NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC PRODUCTS AND SERVICES. ENGINE AND/OR THE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES ON THE SITE AT ANY TIME.

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 ENGINE.

ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. ENGINE DISCLAIMS ALL WARRANTIES AND CONDITIONS (1) THAT THE SITE, ITS SERVERS OR ANY EMAIL SENT FROM 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. 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. 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 ENGINE. 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. 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 ENGINE HAS NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSION, DELAY, OR ACT OF ANY GOVERNMENT OR AUTHORITY.

IN ADDITION, 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 ENGINE.

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, ENGINE DOES NOT REPRESENT OR WARRANT THAT TRAVEL TO ANY DESTINATION IS ADVISABLE OR WITHOUT RISK. 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 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 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 ENGINE FOR DISSATISFACTION WITH THE SITE OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE SITE IS TO STOP USING THE SITE. THAT SAID, IF 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, ENGINE’S LIABILITY SHALL NOT EXCEED THE AMOUNT OF ANY TRANSACTION FEES AND/OR SERVICE CHARGES PAID BY CLAIMANT TO 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 SUPPLIER’S TERMS AND CONDITIONS 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.

XIX. Indemnification

YOU AGREE TO INDEMNIFY, DEFEND AGAINST AND HOLD HARMLESS ENGINE AND (AS APPLICABLE) 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.

XX. Termination

A. Mutual Rights of Termination

You may terminate this Agreement, and consequently your Member Account for any or no reason, at any time, with written notice to Engine pursuant to Section XXII. This notice will be effective upon Engine processing your notice.

Engine may terminate this Agreement and your Member 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.

Termination under this Subsection A shall be effective immediately or as may be specified in the notice.

B. Termination by Breach

Without limiting any other remedies, Engine may, without notice, delay or immediately issue a warning to a Member, temporarily suspend a Member, temporarily or indefinitely suspend a Member’s account privileges, terminate a Member’s Member Account, prohibit access to the Site by Member or any of Member's Administrators or Users, and take technical and legal steps to keep a Member and its Users off the Site and refuse to provide services to a Member and its Users if any of the following apply:

Engine suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a Member or any User has breached any provision of this Agreement, the Privacy Policy, or other policy documents incorporated herein;
Member or any of the Member’s Users or Administrators transfers, shares or otherwise allows access to a Member Account or any content of the site to any unauthorized user, without the written consent of Engine;
Engine is unable to verify or authenticate any Personal Information; or
Engine believes that (a) the Member ot its Users are acting inconsistently with the letter or spirit of Engine’s policies; (b) the Member or its Users' has engaged in improper or fraudulent activity in connection with the Site; or (c) the Member’s actions may cause legal liability or financial loss to Engine.

C. Termination by Death of Member

Membership will terminate automatically upon the death or dissolution of the Member.

D. Effect of Termination

Upon the termination of this Agreement and your Member Account, you lose access to Engine’s services on the Site, and you may also be barred from any future use of the Site. Sections XVIII through XXVII shall survive any termination, as well as all applicable terms related to post-termination actions provided in this Agreement, Privacy Policy or other policies incorporated herein.

XXI. Governing Law, Disputes and Attorneys’ Fees

A. Governing Law / Jurisdiction

This Agreement is 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 Engine agree to the jurisdiction of the District Court of the 2^nd 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 XXI(B).

B. Mediation and Arbitration

Except as provided in Sections XX (Termination) and XXI(D) (Injunctive Relief), in the event that there is a controversy, disagreement or dispute between you and Engine related to the formation, interpretation, performance, enforcement, breach or subject matter of this Agreement, 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 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 Engine, and judgment may be entered thereon in any court of competent jurisdiction.

Any Member or User who disputes charges is required to pay for any and all court and legal fees associated with the resolution of the dispute. The minimum amount that shall be paid to Engine for any and all disputes that are escalated to court to recover court fees is $500.

If a Member or User disputes charges on a credit card the Member or User, as applicable may immediately lose membership to Engine and will not be allowed to rejoin or otherwise use the Site.

C. Past Due Invoices

Notwithstanding the foregoing, 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.

D. 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.

E. 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 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.

XXII. Notices

Except as explicitly stated otherwise, any notices to Engine shall be given by certified mail, postage prepaid and return receipt requested to:

HotelEngine, Inc.
Attn: Engine Terms of Use
250 Fillmore Street, Suite 150

Denver, CO 80206
United States

Additionally, Engine accepts service of process at the address provided in this section on Notices.

Alternatively, you may give Engine notice by email to the email address provided at the end of this Agreement. In such case, notice to 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.

Engine may give you notice by email to the email address that you provide to Engine when you set up your Member Account, or to your most current email address contained in Engine’s records at the time of such notice. Notice to you shall be deemed given 24 hours after the email is sent, unless Engine is notified that the email address is invalid. Alternatively, Engine may give you notice by certified mail, postage prepaid and return receipt requested, to the mailing address provided to Engine when you set up your Member Account, or to your most current mailing address contained in Engine’s records at the time of such notice. In such case, notice shall be deemed given on the date of mailing.

XXIII. Entire Agreement

This Agreement, along with the policies referenced herein, constitute the entire agreement between you and Engine, and the provisions hereof shall supersede any and all prior agreements or understandings relating to the same subject matter.

XXIV. 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.

XXV. No Agency

The relationship between Engine, the 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.

XXVI. 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.

XXVII. Binding Effect

This Agreement shall be binding upon and benefit the parties hereto, their representatives and permitted assigns.

Questions Regarding This Agreement

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

HotelEngine, Inc.
Attn: Engine Terms of Use
250 Fillmore Street, Suite 150
Denver, CO 80206 United States
Phone: 855-567-4683
Fax: 877.700.8995
Email: [email protected]

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