TERMS OF SERVICE

By accessing or using the HotelUpgrade iOS application or website located at www.hotelupgrade.com (collectively, the “Application”), you agree to be bound by these Terms of Service (“TOS”) and are considered a User of the Application. If you do not agree to be bound by these TOS, then you must leave the Application immediately and may not use any services provided on or through the Application. HotelUpgrade (“We,” “Us,” “Our,” “Company”) provides the services described herein and available on and through the Application to you, the User, subject to these TOS.

Accessing, utilizing, registering, accepting, uploading, submitting or downloading any information or content from or on the Application (collectively, “Use”) constitutes acceptance of these TOS.

For purposes of this TOS, the following terms are defined:

Account – User Name and Email attached to User information submitted by User and stored on Our Application, which provides access to the Application for the purposes of confirming and completing an upgrade as part of a User’s hotel reservation;

Content – Grouping, organization, graphics, text, information, images, audio, videos, designs, compilations, advertising copy, trademarks, logos, domain names, trade names, service marks, trade identities, any other copyrightable material (including source and object code) and all other materials related to the Application, including but not limited to “Look and Feel” of the Application;

Service – The facilitation of upgrades at hotels.

Supplier – Hotel at which the User’s reservation is booked and where lodging accommodation is being provided.

You must be 18 years or older to use this Application.

We reserve the right to modify these TOS at any time, without notice, and User agrees it is User’s sole responsibility to review the TOS for modifications and revisions. User agrees to waive any right to receive notification of any modifications or changes to these TOS and agrees that continued Use of the Application and Services constitutes acceptance of any and all modifications or changes.


1. What Our Service Is

HotelUpgrade is a mobile application service that matches upgrades with Users’ hotel reservations. When a User books a hotel reservation through the Supplier’s direct website or a company managed travel solution, the User may be eligible to receive complimentary perks after submitting their reservation confirmation number through the Application. Upgrades are dependent upon the length of stay at the Supplier’s property. On the HotelUpgrade Application, We provide Users with access to hotel upgrades provided by Our Suppliers as well as Content. We may add, change, remove, suspend, discontinue, and impose limitations on Our Service, as well as restrict access to any aspect of the Application at any time without notice or liability.

2. What Our Service Is Not

We are not an Internet Service Provider. User is solely responsible for obtaining access to the Service (including all third-party fees required to do so) and any equipment necessary in order for the User to make a connection with the Internet and access the Application and Service.

We are not an Online Travel Agency and are not responsible for your hotel reservation including confirming, canceling or modifying such reservation(s).

3. Limited License

HotelUpgrade grants to User a revocable, non-exclusive, non-transferable limited license to Use this Application and Service for personal Use only, pursuant to the requirements and restrictions contained in these TOS.

4. User Conduct

User agrees not to: (i) use this Application or its Content for any commercial purpose; (ii) make any speculative, false, or fraudulent upgrade requests, travel reservation or any travel reservation in anticipation of demand; (iii) access, monitor or copy any content or information on this Application using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (iv) violate the restrictions in any robot exclusion headers on this Application or bypass or circumvent other measures employed to prevent or limit access to this Application; (v) take any action that imposes, or may impose, in Our discretion, an unreasonable or disproportionately large load on our infrastructure; (vi) deep-link to any portion of this Application (including, without limitation, the purchase path for any travel services) for any purpose without our express written permission; or (vii) “frame”, “mirror” or otherwise incorporate any part of this Application into any other website without Our prior written authorization.

User understands and agrees that User may not do, permit or authorize any third-party to do any of the following: (vii) download or copy Account information for the benefit of any other third party; (ix) upload, post, or transmit any Content to which User does not own the rights (e.g. intellectual property of a third party); (x) upload, post or transmit any material that contains software viruses or any other computer codes, files or programs designed to interrupt, destroy or limit the functionality of any software, hardware, or telecommunications equipment; (xi) take any action that imposes or may impose, in Our sole discretion, an unreasonable or disproportionately large load on Our infrastructure; (xii) use any data mining, robots, or similar data gathering and extraction tools; and (xiii) bypass any measures We use to prevent or restrict access to the Application.

Submitted Content

As part of User’s access to and further Use of the Application, User may submit Content to the Application. We take no responsibility and assume no liability for any submitted Content posted or submitted by User. We have no obligation to post User’s comments; we reserve the right in our absolute discretion to determine which comments are published on the Application. If User does not agree to these terms and conditions, please do not provide Us with any submitted content.

Users agree that they are fully responsible for the Content they submit. User is prohibited from posting or transmitting to or from this Application: (i) any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); and (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party. User shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from User’s posting of Content to this Application.

HotelUpgrade does not claim ownership of any materials User makes available through the Application. At HotelUpgrade’s sole discretion, such materials may be included in the Service in whole or in part or in a modified form. With respect to such materials User submits or makes available for inclusion on the Application, User grants HotelUpgrade a perpetual, irrevocable, non-terminable, worldwide, royalty-free and non-exclusive license to use, copy, distribute, publicly display, modify, create derivative works, and sublicense such materials or any part of such materials (as well as use the name that User submits in connection with such submitted content). User hereby represents, warrants and covenants that any materials User provides do not include anything (including, but not limited to, text, images, music or video) to which User does not have the full right to grant HotelUpgrade a license to use the materials as specified above.

User agrees to adhere to all Posting and Linking Policies described herein.

5. Membership and Accounts

User must be 18 years of age or older to be eligible for Membership on this Application. Users may not have more than one active account. Users are prohibited from selling, trading, or otherwise transferring their Membership to another party. Users who are eligible for Membership and establish Accounts are subject to the following Account conditions and restrictions.

User agrees to provide true, accurate, current and complete information as prompted by the Application’s Membership registration form. We reserve the right to suspend or terminate any User’s account and refuse any and all current or future Use of the Application and Service (or any portion thereof) if User fails, for any reason, to provide or maintain true, accurate, current and complete information, or if We have any reason to believe that any information provided by User is untrue, inaccurate, not current, or incomplete.

User is responsible for maintaining the confidentiality of User’s account and password, and for restricting access to User’s computer and mobile device. Users agree to accept responsibility for all activities that occur under their account or password. Because of this, We strongly recommend that Users exit from their accounts at the end of each session. Users agree to notify HotelUpgrade immediately of any unauthorized use of their accounts or any other breach of security

Use of the Application and Service provided is limited to legitimate purchases for User or for another person for whom User is legally authorized to act.

We reserve the right to terminate User’s account, at its sole discretion, at any time.

6. How Our Service Works

We facilitate Upgrades for our Users who satisfy Our length of stay requirements. Length-of-stay requirements which may vary by hotel. Upgrades may vary by location, date, and availability. The User will be able to see and select the desired and available upgrades on the Application at the time User submits a reservation confirmation number made on the Supplier’s website or through their corporate travel site only.  HotelUpgrade and our Suppliers do not honor upgrades made on third party booking sites, also referred to as Online Travel Agencies (OTAs).  Examples of such sites include, but are not limited to Expedia, Priceline, Orbitz, Travelocity and Booking.com.  Example Upgrades may include additional loyalty bonus points, room type upgrades, complimentary Wi-Fi, complimentary gym access, and food and beverage vouchers.

Users agree that they may or may not receive their promised Upgrades in the event that they modify or change one or additional Supplier reservations.  HotelUpgrade reserves the right to cancel accounts and ban Users who are deemed to have an excessive amount of Supplier reservation cancellations, changes and no-shows.

As a part of the administration of the User’s upgrade(s), User agrees to grant Us rights to access their reservation confirmation and act as their representative via any publicly available method including the hotel brand’s website, hotel’s reservation call center, or any other means available to Us.

Supplier’s Guarantees

Any Supplier who loads a profile onto the Application, guarantees promised Upgrades to all Users with confirmed reservations booked through Supplier’s website or an approved corporate travel program, so long as the User completes all reservations as originally booked. In the event that a Supplier is not able or is unwilling to provide the promised Upgrades, as loaded in their Application profile, Supplier agrees to reimburse the User for the face value of those Upgrades or to provide alternate accommodations at a comparable property with the same Upgrades available.

In addition to the promised Upgrades, as loaded in the Supplier’s Application profile, Supplier agrees to credit any normal points and stay credits Users are eligible to receive as a member of the Supplier’s loyalty program and loyalty partners.

7. Third-Party Terms and Conditions

User understands that additional third-party terms and conditions will apply to User’s purchase of goods and services through the Application. Please read these additional terms and conditions carefully. User agrees to abide by the terms and conditions of purchase imposed by any Supplier with whom they elect to deal, including, but not limited to, payment of all amounts when due and compliance with the Supplier’s rules and restrictions, including but not limited to, availability, cancellation policy, minimum age, maximum occupancy, pet policies, child policies and use of fares, products, or services. User agrees that any violation of any Supplier’s rules and restrictions may result in cancellation of User’s reservation(s), in User’s being denied access to the applicable travel product or services, in User’s forfeiting any monies paid for such reservation(s), and/or in Our debiting User’s account for any costs We incur as a result of such violation.

8. Independent Contractors

THE SUPPLIERS PROVIDING TRAVEL OR OTHER SERVICES ON THIS APPLICATION ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF HOTELUPGRADE OR ITS AFFILIATES. HOTELUPGRADE AND ITS AFFILIATES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES, OR NEGLIGENCE OF ANY SUCH SUPPLIERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM.

9. Refund Policy

USER ACKNOWLEDGES AND AGREES THAT HOTELUPGRADE AND ITS AFFILIATES HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND THEIR DIRECT CONTROL, AND THEY HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY.

10. Termination

User understands and agrees that HotelUpgrade shall determine compliance with these TOS in its sole discretion. HotelUpgrade reserves the right to deny access to all or part of the Application and to deny access to any person in its sole discretion without notice or liability of any kind. Any violation of these TOS may be referred to law enforcement authorities. Upon termination of User’s account or access to the Application, or upon demand by Company, User must destroy all materials obtained from this Application.

11. Disclaimers

USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE APPLICATION IS AT USER’S SOLE RISK. THE CONTENT, PRODUCTS, AND SERVICES PUBLISHED ON THIS APPLICATION MAY INCLUDE INACCURACIES OR ERRORS, INCLUDING UPGRADE ERRORS. WE DO NOT GUARANTEE THE ACCURACY OF, AND DISCLAIM ALL LIABILITY FOR, ANY ERRORS OR OTHER INACCURACIES RELATING TO THE INFORMATION AND DESCRIPTION OF THE CONTENT, PRODUCTS, AND SERVICES PROVIDED THROUGH THE APPLICATION. HOTELUPGRADE MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON THIS APPLICATION FOR ANY PURPOSE, AND THE INCLUSION OR OFFERING OF ANY PRODUCTS OR SERVICES ON THIS APPLICATION DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES. ALL SUCH INFORMATION, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. HOTELUPGRADE AND THEIR RESPECTIVE SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS THAT THIS APPLICATION, ITS SERVERS OR ANY EMAIL SENT FROM HOTELUPGRADE, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. HOTELUPGRADE, ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

IN NO EVENT SHALL HOTELUPGRADE, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, USER’S ACCESS TO, DISPLAY OF OR USE OF THIS APPLICATION OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY OR USE THIS APPLICATION (INCLUDING, BUT NOT LIMITED TO, USER’S RELIANCE UPON OPINIONS APPEARING ON THIS APPLICATION; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED SITES, PRODUCTS, AND SERVICES OBTAINED THROUGH THIS APPLICATION, OR OTHERWISE ARISING OUT OF THE ACCESS TO, DISPLAY OF OR USE OF THIS APPLICATION) WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF HOTELUPGRADE, ITS AFFILIATES AND/OR THEIR RESPECTIVE SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Indemnification

User agrees to defend, indemnify and hold harmless HOTELUPGRADE, ITS AFFILIATES, AND ITS SUPPLIERS AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND AGENTS harmless FROM AND with respect to any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys’ fees arising out of or in connection with the TOS, including, without limitation: (i)

User’s Use of the APPLICATION; (ii) User’s violation of the Tos or any law, rule or regulation; (iii) User’s Use of the Content; or (iv) any of User’s Uploaded Information. User shall fully cooperate as required by HotelUpgrade in the defense of any claim. Notwithstanding the foregoing, HotelUpgrade retains the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of action which are brought against HotelUpgrade and in no event shall User settle any such claim without HotelUpgrade’s prior written approval.

13. Limitation of Liability

USER EXPRESSLY UNDERSTANDS AND AGREES THAT HOTELUPGRADE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF HOTELUPGRADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM USE OF THE APPLICATION, CONTENT OR ANY RELATED SERVICES.

IF, DESPITE THE LIMITATION ABOVE, HOTELUPGRADE, ITS AFFILAIATES OR THEIR RESPECTIVE SUPPLIERS ARE FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IN ANY WAY CONNECTED WITH ANY OF THE OCCURRENCES DESCRIBED ABOVE, THEN THE LIABILITY OF HOTELUPGRADE, ITS AFFILIAITES AND/OR THEIR RESPECTIVE SUPPLIERS WILL, IN NO EVENT, EXCEED IN THE AGGREGATE, THE GREATER OF (i) THE SERVICE FEES USER PAID TO HOTELUPGRADE IN CONNECTION WITH SUCH TRANSACTION(S) ON THIS APPLICATION, OR (ii) ONE-HUNDRED DOLLARS (US$100.00) OR THE EQUIVALENT IN LOCAL CURRENCY.

THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED IN THESE TERMS INURE TO THE BENEFIT OF HOTELUPGRADE, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS.

14. Our Intellectual Property Policies

HotelUpgrade respects the intellectual property of others, and we ask our Users to do the same. HotelUpgrade may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of Users who may be infringing the intellectual property of a third party.

Trademarks

The trademarks, logos and service marks (“Marks”) displayed on the Application are the properties of HotelUpgrade and other parties. Users are prohibited from using any Marks for any purpose including, but not limited to use as meta-tags on other pages or sites on the Internet without the written permission of HotelUpgrade or such third party which may own the Marks.

Copyright

All information and Content, including any software programs available on or through the Application, are protected by copyright. Users are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content available on or through the Application for commercial purposes.

Copyright Infringement

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide HotelUpgrade’s copyright agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. § 512: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit HotelUpgrade to locate the material; (iv) information reasonably sufficient to permit HotelUpgrade to contact the complaining party; (v) 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, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

HotelUpgrade’s copyright agent for notice of claims of copyright infringement on or regarding the Application can be reached via email at concierge@hotelupgrade.com.

15. Posting and Linking Policies

Posting

The Application may provide Users with the ability to send email messages to other Users and non-users and to post messages on the Application. HotelUpgrade is under no obligation to review any messages, information or Content (“Postings”) posted on the Application by Users and assumes no responsibility or liability relating to any such Postings. Notwithstanding the above, HotelUpgrade may from time to time monitor the Postings on the Application and may decline to accept and/or remove any Postings.

User understands and agrees not to use any functionality provided by the Application to post Content or initiate communications that contain: (i) any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law; (ii) advertisements or solicitations of any kind; (iii) impersonate others or provide any kind of false information; (iv) personal information such as messages which include phone numbers, social security numbers, account numbers, addresses, or employer references; (v) messages by non-spokesperson employees of HotelUpgrade purporting to speak on behalf of HotelUpgrade or containing confidential information or expressing opinions concerning HotelUpgrade; (vi) messages that offer unauthorized downloads of any copyrighted or private information; (vii) multiple messages placed within individual folders by the same user restating the same point; (viii) chain letters of any kind; or (ix) identical (or substantially similar) messages to multiple recipients advertising any product or service, expressing a political or other similar message, or any other type of unsolicited commercial message.

This prohibition includes but is not limited to: (x) using Application invitations to send messages to people who don’t know the User or who are unlikely to recognize the User as a known contact; (xi) using the Application to connect to people who don’t know the User and then sending unsolicited promotional messages to those direct connections without their permission; and (xii) sending messages to distribution lists, newsgroup aliases, or group aliases.

Links

The Application or third parties may provide links to other Internet sites or resources. Because HotelUpgrade has no control over such sites and resources, User acknowledges and agrees that HotelUpgrade is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. User further acknowledges and agrees that HotelUpgrade shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

Linking to Our Application

Any third-party site that links to our Application must comply with the following requirements: (i) the linking web site must not frame or create a browser or border environment around any of the content of the Application; (ii) the linking web site may link to, but not replicate, the Content; (iii) the linking web site must not imply that HotelUpgrade or the Application are endorsing or sponsoring it or its products, unless HotelUpgrade has given its prior written consent; (iv) the linking web site must not present false information about HotelUpgrade or its products or services; (v) the linking web site must not use any HotelUpgrade or HotelUpgrade licensed trademarks without the prior written permission from HotelUpgrade or its respective licensors; and (vi) the linking web site must not contain content that could be construed as distasteful, offensive or controversial. Linking to the Application constitutes acceptance of HotelUpgrade’s linking requirements. Notwithstanding anything to the contrary contained in these TOS, HotelUpgrade reserves the right to deny permission to link to the Application for any reason.

16. Electronic Communication

When making Use of the Application or sending emails to HotelUpgrade, User is communicating with HotelUpgrade electronically. User consents to receive communications from HotelUpgrade electronically. HotelUpgrade will communicate with User by email or by posting notices on the Application. User agrees that all agreements, notices, disclosures and other communications that HotelUpgrade provides to User electronically satisfy any legal requirement that such communications be in writing.

17. Survival of Terms after Agreement Ends

Notwithstanding any other provisions of this TOS, or any general legal principles to the contrary, any provision of this TOS that imposes or contemplates continuing obligations on a party will survive the termination of this TOS.

18. Governing Law

These TOS shall be governed by and construed under the laws of the State of Georgia. In the event that any paragraph or paragraphs of the TOS shall be declared invalid or void by any court, such declaration shall not invalidate the TOS and all other paragraphs of the TOS shall remain in full force and effect.

19. Jurisdiction and Venue

User waives all rights to trial by jury in any action or proceeding instituted in connection with the TOS and/or the Application. Any controversy or claim arising out of or relating to these TOS and/or the Application shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the State of Georgia, in the County of DeKalb, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. User waives the defense of forum non conveniens.

20. Miscellaneous

User is solely responsible for compliance with these TOS, applicable laws, rules, and regulations in connection with the Use of the Application and the Content, including, without limitation, those governing User’s transmission or Use of any service, software or data. The TOS and any applicable end user license or similar agreements contain the sole and entire agreement between the parties with respect to the Application, the Content, and the Service and supersedes any and all other prior written or oral agreements between or amongst the parties. The section titles in the TOS are for convenience only and do not have any legal or contractual effect. User agrees that these TOS will not be construed against HotelUpgrade by virtue of having drafted the TOS. If any provision of the TOS shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision of the TOS. No waiver on the part of HotelUpgrade of any of the TOS will be of any force or effect unless made in writing and signed by a duly authorized officer of HotelUpgrade.

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