TERMS AND CONDITIONS FOR USE OF INTELLECTUAL PROPERTY
This agreement (the "Agreement") is binding between International Hotel Reservations,
S.A. ("IHR") and the individual or entity representative accessing the Palace Resort
file manager website ("You") at http://ftp01.palacefiles.com/index.php (the "Website").
By clicking the "Accept" button below, You accept this Agreement and agree to be legally
bound by its terms and conditions. You further represent and warrant that: (a) You are of legal age to
enter into this Agreement; and (b) if You are an agent, representative, or employee of a corporation,
governmental organization, or other legal entity, You have the right, power, and authority to enter into
this Agreement on behalf of the corporation, governmental organization, or other legal entity and to
bind it to these terms and conditions.
1. SCOPE OF THE AGREEMENT
Subject to and conditioned upon Your strict compliance with all terms and conditions set forth in this
Agreement, IHR hereby grants You a limited, revocable, non-exclusive, non-assignable right to use the
name, trademarks, logos, symbols, copyrights, and other intellectual property of IHR, its affiliates,
related companies, and partners (the "Intellectual Property") identified, stated, or
contained on the Website, under the conditions set forth in this Agreement.
2. USE AND RESTRICTIONS
2.1. You acknowledge and agree that You shall use the Intellectual Property for the sole purpose of
identifying IHR, its resorts, and services in Your promotions, sales, or marketing materials.
2.2. You shall use the Intellectual Property according to the guidelines, manuals, or policies provided
by IHR, and shall not modify, correct, adapt, translate, enhance, or alter the Intellectual Property in
any way. You shall not use the Intellectual Property in any manner or for any purpose that infringes,
misappropriates, or otherwise violates IHR’s rights or the rights of any other person, that causes
consumer confusion, or that violates any applicable law. The unauthorized use of the Intellectual
Property is strictly prohibited and any infringement upon such Intellectual Property will be prosecuted
to the fullest extent of the law.
2.3. You shall not use the Intellectual Property in any deceptive manner or to confuse consumers. You
shall not use the Intellectual Property as part of Your corporate or trade name, or as any domain
3. OWNERSHIP OF THE INTELLECTUAL PROPERTY
You acknowledge and agree that the Intellectual Property is protected by applicable intellectual property
laws. You acknowledges and agrees that no rights, title, ownership interest, or other interest in the
Intellectual Property shall transfer to You, except for the limited right to use granted hereby. You
will not take any action that might harm or adversely affect IHR’s rights regarding the Intellectual
You shall not assign, delegate, or otherwise transfer any of Your rights and obligations under this
Agreement. Any purported assignment, delegation, or transfer is void. IHR may freely assign, delegate or
otherwise transfer any or all of its rights and obligations under this Agreement without Your
You agree to hold harmless, defend, and indemnify IHR, its affiliates, related entities, licensees,
successors, and assigns, and all of their respective officers, directors, employees, agents, and
contractors from and against any third-party claim, counterclaim, suit, debt, demand, cost, liability,
damages, expenses (including reasonable attorneys’ fees and disbursements), setoff, lien, attachment,
judgment, action, and cause of action arising out of or in connection with (a) any act or omission by
You, Your affiliates, agents, contractors, servants or employees and Your customers regarding or related
to use of the Intellectual Property; (b) any breach of this Agreement by You; and (c) any unauthorized
use by You of the Intellectual Property, including but not limited to the use of the Intellectual
Property in a deceptive manner, or in any manner that creates consumer confusion.
6. TERM AND TERMINATION
6.1. This Agreement shall remain in effect until while You use, possess, control, or have access to the
Intellectual Property, or until this Agreement is revoked by IHR.
6.2. You acknowledge and agree that the right to use the Intellectual Property is revocable, at IHR’s
sole discretion. Therefore, IHR shall have the right to terminate this Agreement immediately and at any
time, without payment of any damages or sums whatsoever, upon written notice to You.
7. RELATIONSHIP BETWEEN THE PARTIES
7.1. You agree and acknowledge that Your rights under this Agreement are and shall at all times be
non-exclusive and that IHR or its affiliates and partners may, in its sole discretion, contract with
additional individuals or entities and grant them the right to use the Intellectual Property.
7.2. The relationship between the parties created pursuant to this Agreement is, and is intended to be,
that of independent contractors. Nothing in this Agreement shall be construed as establishing or
implying any partnership or joint venture between the parties hereto, and nothing in this Agreement
shall be deemed to authorize either party (a) to incur any expenses on behalf of the other party; (b) to
enter into any engagement or make any representation or warranty on behalf of the other party; (c) to
pledge the credit of, or otherwise bind or oblige the other party; or (d) to commit the other party in
any way whatsoever, without, in each case, obtaining the other party's prior written consent.
7.3. You shall disclose and clearly indicate in any and all of Your materials bearing the Intellectual
Property, that You are not affiliated with IHR.
8. AMENDMENTS AND WAIVERS
8.1. IHR may revise, update, or amend this Agreement from time to time in its sole discretion. All
amendments are effective immediately when IHR post them on the Website, and apply to any access to the
Website and use of the Intellectual Property thereafter. Your continued use of the Website and the
Intellectual Property following the posting of the amended Agreement shall mean that You accept and
agree to the amendment.
8.2. The failure by any party to insist upon performance of any provision will not be construed as a
waiver or relinquishment of the right to insist upon strict performance of the same provision at any
other time, or any other provision of this Agreement.
In the event of conflict between the terms of this Agreement and any other agreement between You and IHR,
it is understood and agreed that the terms of the other agreement shall govern and control Your rights
and obligations regarding the use of the Intellectual Property.
10.1. Your obligations pursuant to this Agreement shall survive the termination of this Agreement.
11. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by Florida law and by the federal law, including trademark laws, of the
United States without regard to conflict of laws. Any dispute, controversy, or claim arising out of,
relating to or in connection with this Agreement, including any question regarding its existence,
validity or termination, or regarding a breach of this Agreement, shall be referred to and settled by
arbitration under and in accordance with the Rules of Arbitration of the International Chamber of
Commerce (the "ICC Rules"), as amended and in effect on the date that request for arbitration is filed.
Each party hereto consents to such arbitration as the sole and exclusive method of resolving any such
dispute. Notwithstanding the foregoing, nothing in this Agreement shall prevent either party from
seeking provisional measures (including requests for injunctive relief) from any court of competent
jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a
waiver of the right to arbitrate. The arbitration proceeding will take place in Miami, Florida and be
conducted in the English language. The arbitration will consist of one (1) arbitrator appointed by the
International Court of Arbitration pursuant to the ICC Rules. The arbitrator shall award to the
prevailing party, if any, as determined by the arbitrators, its costs and expenses, including attorneys'
fees. The award of the arbitrator shall be final and binding on the parties thereto. Judgment upon any
arbitral award rendered may be entered and a confirmation order sought in any court having jurisdiction
thereof. For purposes of any proceeding to enforce this arbitration agreement, for provisional measures
or to enforce or confirm an award of the arbitrator, each party hereby expressly submits to the
non-exclusive jurisdiction of the courts of the State of Florida.
EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY SUCH ACTION OR PROCEEDING.