Terms and Conditions for Use of Priceline Portals
These Terms and Conditions for Use of the Priceline Portal, the Priceline Extranet and the Priceline Content Portal (the "Terms and Conditions") set forth the rules governing the use of and access to Priceline's Hotel Portal ("Priceline Portal"), including the Priceline Extranet (Priceline's proprietary online system for uploading, changing, verifying and updating hotel Information including rates, availability, rooms and reservations) and Priceline's Hotel Content Portal ("Priceline Content Portal") (collectively, the "Priceline Portals") . By using any of the Priceline Portals, you ("Hotel") agree that:
1. Hotel has read and understands the Terms and Conditions;
2. The individual(s) accessing the Priceline Portals have the authority of Hotel to enter into these Terms and Conditions and provide and honor the rates made available through the Priceline Portals;
3. Hotel's use of the Priceline Portals shall comply with the Terms and Conditions in all respects; and
4. the Terms and Conditions form an integral part of the participation agreement (the "Hotel Agreement") entered into between Hotel and priceline.com Incorporated, priceline.com LLC and/or Travelweb LLC.
User ID and Password. Priceline will provide Hotel with a user ID and password which allows Hotel to access and use the Priceline Portals. The Hotel shall safeguard and keep the user ID and password confidential and safely stored and not disclose it to any person other than those who need to have access to the Priceline Portals. Hotel shall immediately notify Priceline of any actual or suspected security breach or improper use. Hotel has the sole discretion and responsibility to inform Priceline as to the number of accounts and passwords and assignment of them to Hotel employees. Hotel shall be solely responsible for all activity occurring under its accounts and shall abide by all applicable laws and regulations in connection with its use of the Priceline Portals. Hotel shall promptly notify Priceline and use reasonable efforts to prevent and stop any unauthorized use of any Hotel password or account or any breach of security. It is Hotel's sole responsibility to provide Priceline.com with a list of registered users in order for Priceline to provide accounts and passwords, and Hotel's sole responsibility to instruct Priceline to deactivate any accounts or passwords that Hotel desires to be deactivated. Priceline shall bear no responsibility for the actions of any unauthorized user, including a third party or former Hotel employee, who has gained access to Hotel's accounts.
Hotel Information. Hotel represents and covenants that all information loaded by Hotel into the Priceline Portals (the "Hotel Information") shall at all times be true, accurate, complete and not misleading. Hotel is at all times responsible for correct and up-to-date Hotel Information. Priceline reserves the right to edit or exclude any information on becoming aware that it is incorrect or incomplete or in violation of the Terms and Conditions or for other reasons in Priceline's discretion. In the case of Hotels that provide Travel Service rates through the Priceline Portals via a third-party channel manager such Hotels (each, a "Channel Manager Property") shall be responsible for any rate or other issues resulting from any error or issue between the Channel Manager Property and the channel manager or on the part of the channel manager acting for the Channel Manager Property. For the sake of clarity, as between Priceline and the Hotel, the Hotel shall be solely responsible for the accuracy of all information provided to Priceline by the channel manager, and Priceline shall be entitled to look solely to Hotel, and not to a channel manager, for recourse in the event of such an error or issue, even when such error or issue is solely the fault of the channel manager. If the Hotel Information is inaccurate or misleading, Hotel shall fully indemnify and hold harmless Priceline against all loss, liability or costs incurred by Priceline as a result.
Hotel Content. Hotel represents and covenants that it has the right to provide to Priceline all content uploaded to the Priceline Content Portal for display on Priceline's websites, including all copyright, trademark and other rights. Hotel represents and covenants that it is either the owner of the copyright of the content or a licensee of the copyright holder. In the event of any lawsuit, claim or other threatened action concerning the content, Hotel shall fully indemnify and hold harmless Priceline against all loss, liability or costs incurred by Priceline as a result.
Reservations Made Through the Extranet. Priceline will notify Hotel of reservations made through the Priceline Extranet via email and will provide details relating to booked Hotel reservations on the Priceline Extranet, including check-in and check-out dates, room type, room rate, rate name, net rate (if applicable) and Customer's name. Hotel will have the ability to check bookings made and cancellations on the Priceline Extranet and shall, on a regular basis (and at least daily), check and verify on the Priceline Extranet the status of the reservations made. With respect to Channel Manager Properties, Priceline will transmit reservation details to Hotel through the Priceline Extranet so long as Hotel has the technical capability to receive such information in such manner (i.e., Hotel is participating through a "two-way" interface). If Hotel does not have such ability (i.e., Hotel is participating through a "one-way" interface), then Priceline will transmit reservation details to Hotel by email, and Hotel shall confirm such reservations through the Priceline Extranet within twenty-four (24) hours of receiving such email. However reservations transmitted for same day and next day arrivals should be confirmed within one (1) hour of receiving such email. Failure of any Hotel participating through a "one-way" interface to confirm such reservations through the Priceline Extranet shall not relieve such Hotel of responsibility for honoring such reservation.
Guaranteed Availability. Hotel may change or update rates and availability at any time through the Priceline Extranet. Notwithstanding the foregoing, Hotel shall honor all reservations pursuant to the rate and other Hotel Information residing in the Priceline Extranet at the time the reservation was made. Priceline shall bear no responsibility for any incorrect booking, over-booking or incorrect rate resulting from Hotel's failure to accurately and timely load or update the Priceline Extranet.
Suspension or Termination. Violation of the Terms and Conditions may, in addition to any other remedies Priceline may have, result in the suspension or termination without notice of Hotel's access to the Priceline Portals. Without prejudice to other rights Priceline may choose to exercise, including termination, Priceline may suspend Hotel's access to the Priceline Portals for any reason, including but not limited to: Hotel posting incorrect or misleading Information on the Priceline Portals; Hotel's failure to maintain accurate or current Hotel Information on the Priceline Portals; Hotel's failure to accept a reservation at the price shown on a reservation; Priceline's receiving one or more legitimate and serious complaint(s) from one or more guest(s); inappropriate or unprofessional behavior towards guests or Priceline staff; or Hotel's breach of any term of the Terms and Conditions or the Hotel Agreement.
System Downtime. . Priceline disclaims and excludes any and all liability in respect of Hotel which is related to any (temporary and/or partial) breakdown, outages, downtime, interruption or unavailability of the Priceline Portals. Priceline endeavors to ensure that the Priceline Portals remain fully functioning, however it may, be necessary from time to time to close or suspend access to the Priceline Portals for the purposes of updates, maintenance and/or development. By agreeing to these Terms and Conditions, Hotel waives any claim against Priceline regarding use of the Priceline Portals.
Priceline Records. The systems, books and records used by Priceline (including the Priceline Extranet, faxes and/or emails) to monitor Hotel reservations shall be considered conclusive evidence of the existence and receipt by Hotel of the reservations made by a guest, unless the Hotel can provide reasonable and credible counter-evidence.
Hotel Agreement. To the extent not otherwise provided for by the Terms and Conditions, all matters relating to Hotel's participation in any Priceline Service (including without limitation, provision of rates, booking of rooms, consideration, use of the Priceline and/or Travelweb unique credit card, indemnification obligations, choice of law and jurisdiction, licensing rights and restrictions, confidentiality obligations and limitations of liability) shall be governed by the Hotel Agreement. For the sake of clarity, and notwithstanding anything to the contrary, any incentive, rebate or other payment that may be due to Hotel in connection with GDS bookings under Hotel Agreement shall not apply to bookings generated through the Priceline Portals.
Changes. Priceline may change the Terms and Conditions at any time in its sole discretion by posting notice of such change to the Priceline Portals.
LIMITATION OF LIABILITY. IN NO EVENT WILL PRICELINE BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING IN CONNECTION WITH THE PRICELINE CONTENT PORTAL OR USE THEREOF OR INABILITY TO USE BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF CITIGROUP, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.