Terms & Conditions: w--hotels.com

w--hotels.com
WEB SITE TERMS OF USE

THANK YOU FOR SHOPPING AT W--HOTELS.COM. PLEASE READ THESE TERMS OF
USE CAREFULLY, AS THEY MAY HAVE CHANGED SINCE YOUR LAST VISIT TO OUR
WEB SITE. BY USING OUR WEB SITE, YOU INDICATE YOUR UNCONDITIONAL
ACCEPTANCE OF THESE TERMS OF USE.

w--hotels.com, Inc ("w--hotels.com.com", "we" or "us") maintains this
web site (the "Site") as a service to our customers, potential
customers, and other interested parties. Please visit us frequently, browse our
pages, purchase, and download materials subject to the terms and
conditions set out below.

USE OF w--hotels.com.COM’S WEB SITE AND ITS CONTENT

We may alter, suspend, or discontinue this Site in whole or in part, at
any time and for any reason, without notice or cost. The Site may
periodically become unavailable due to maintenance or malfunction of
computer equipment or for other reasons.
No part of this Site may be reproduced or transmitted in any form, by
any means, electronic or mechanical, including photocopying and
recording, except that we authorize you for personal, non-commercial use only
to view, copy, download, and print posted documents (such as product
descriptions, prices and forms) that are available on this Site, subject
to the following conditions:

1. The documents may be used solely for internal informational
purposes.

2. The documents may not be modified.

3. Copyright, trademark, and other proprietary notices may not be
removed.

Nothing contained on this Site should be construed as granting, by
implication, estoppel, or otherwise, any license or right to use this Site
or any documents displayed on this Site, through the use of framing or
otherwise, except: (a) as expressly permitted by these terms of use; or
(b) with our prior written permission or the permission of such third
party that may own the trademark or copyright of material displayed on
this Site.

By using this Site, you agree to indemnify, hold harmless and defend
w--hotels.com, Inc. and their respective officers, directors, employees,
successors, agents, subsidiaries, partners, contractors, vendors,
manufacturers, distributors representatives and affiliates from any claims,
damages, losses, liabilities, and all costs and expenses of defense,
including but not limited to, attorneys' fees, resulting directly or
indirectly from a claim (including without limitation, claims made by third
parties for infringement of intellectual property rights) by a third
party that arises in connection with your use of this Site. You agree to
cooperate as fully as reasonably required in the defense of any claim.
w--hotels.com reserves the right to assume the exclusive defense and
control of any matter otherwise subject to indemnification by you.

INTELLUCTUAL PROPERTY RIGHTS

Unless otherwise noted, all text and images contained on this Site are
the property of w--hotels.com.com or w--hotels.com, Inc. and/or their
respective affiliates, subsidiaries, vendors, manufacturers, or
licensors, and are protected from unauthorized copying and dissemination by
United States copyright law, trademark law, international conventions and
other intellectual property laws. By way of example only, and not as a
limitation, "w--hotels.com.com" is a registered trademark of
w--hotels.com, Inc. Any other product names are trademarks or registered
trademarks of their respective owners.

Our graphics, logos, page headers, button icons, scripts, service
names, and other components of our Web site and related materials are
trademarks or trade dress of w--hotels.com. w--hotels.com’s trademarks or
trade dress may not be used in connection with any product or service that
is not w--hotels.com, in any manner that is likely to cause confusion
among customers, vendors, shoppers, or any other party, or in any manner
that disparages or discredits w--hotels.com.

w--hotels.com relies upon a network of independent vendors who supply
some of the goods advertised on the site and, in some cases, drop ship
them directly to our customers. w--hotels.com is not liable for any
infringement of copyrights, trademarks, trade dress or other proprietary or
intellectual property rights arising out of content posted on or
transmitted through this site, or items advertised on the Site, by its
vendors.

ACCURACY OF CONTENT; FUTURE MODIFICATIONS TO WEB SITE; LIMITATIONS ON
QUANTITY

The information on this Site is believed to be complete and reliable;
however, the information may contain typographical errors, pricing
errors, and other errors or inaccuracies. Errors will be corrected as soon
as practicable. We reserve the right to: (i) revoke any stated offer;
(ii) correct any errors, inaccuracies or omission; and (iii) make changes
to prices, and content, product descriptions or specifications, or
other information without obligation to issue any notice of such changes
(including after an order has been submitted, acknowledged, shipped or
received). We also reserve the right to limit quantities (including after
an order has been submitted and/or acknowledged). If a product offered
by us is not as described, your sole remedy is to return it in unused
condition.

PROHIBITED CONDUCT

You agree to use this Site only for lawful purposes. Notwithstanding
any other rights or restrictions in these Terms of Use, you may not use
this Site to: (1) transmit via or through the site any information,
data, text, images, files, links, or software except in connection with
your authorized use of this Site or otherwise in response to specific
requests for information by us; (2) introduce viruses, worms, Trojan horses
and/or harmful code on the Internet; (3) obtain unauthorized access to
any computer system; (4) impersonate any other person, including but
not limited to, a registered user of this Site or a w--hotels.com
employee; (5) invade the privacy or violate any personal or proprietary right
(including intellectual property rights) of any person or entity; (6)
misrepresent the identity of a user; (7) tamper with or obtain access to
this Site or any component of this Site; (8) conduct fraudulent
activities; or (9) collect or harvest information regarding other users!
of the Site for any reason whatsoever, including, without limitation,
for sending such users unsolicited commercial e-mail.

We may disclose any content, electronic communication, evidence or
potential evidence of any kind (i) to satisfy any law, regulation, or
government request; (ii) if such disclosure is necessary or appropriate to
operate w--hotels.com; (iii) to protect the rights or property of
w--hotels.com, its affiliates, subsidiaries, you or others; (iv) to prevent
fraud; (v) for credit risk reduction; and (vi) to enforce or apply these
Terms of Use.

FRAUD

w--hotels.com actively reports and prosecutes actual and suspected
credit card fraud.

w--hotels.com captures certain information during the order process,
including time, date, IP address, and other information that will be used
to locate and identify individuals committing fraud. If any
w--hotels.com order is suspected to be fraudulent, all records will be submitted
with or without a subpoena to all law enforcement agencies and to the
credit card company for fraud investigation. w--hotels.com will cooperate
with authorities to prosecute offenders to the full extent of the law.

If you believe that any materials on this Site infringe your copyright,
you may request that they be removed. This request must bear a
signature (or electronic equivalent) of the copyright holder or an authorized
representative and must: (1) identify the allegedly infringing
materials; (2) indicate where an authorized version can be obtained; (3) provide
your name and contact information; (4) state that you have a good faith
belief that the materials are infringing; (5) state that the
information in your claim is accurate; and (6) indicate that "under penalty of
perjury" you are the lawful copyright owner or are authorized to act on
the owner's behalf. Our contact for copyright issues relating to this
Site is: admin@w--hotels.com.com

DISCLAIMER OF WARRANTY

ALL TEXT, IMAGES, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THIS SITE
ARE PROVIDED ON AN "AS AVAILABLE" AND "AS IS" BASIS WITHOUT WARRANTY OF
ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION,
w--hotels.com DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THIS SITE IS
FREE OF ERRORS; (ii) THE FUNCTIONS CONTAINED ON THIS SITE WILL BE
UNINTERRUPTED OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv)
THIS SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR
OTHER HARMFUL COMPONENTS.

LIMITATION OF LIABILITY

IN NO EVENT SHALL w--hotels.com OR ITS OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, SUCCESSORS, SUBSIDIARIES, DISTRIBUTORS, AFFILIATES OR THIRD
PARTIES PROVIDING INFORMATION ON THIS SITE BE LIABLE TO ANY USER OF THE
w--hotels.com WEB SITE OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES
(INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF
DATA OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE THE
w--hotels.com WEB SITE OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED
UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF w--hotels.com HAS
BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES
OR LOSSES. IN NO EVENT SHALL w--hotels.com' TOTAL LIABILITY (OR THE
TOTAL LIABILITY OF ANY THIRD PARTY PROVIDING INFORMATION ON THIS SITE) TO
YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR
USE OF THIS SITE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LI!
MITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED ONE DOLLAR (U.S.$1.00).

You hereby acknowledge that the preceding paragraph shall apply to all
content, merchandise and services available through the Site. Because
some states do not allow the exclusion or limitation of liability for
consequential or incidental damages, in such states liability is limited
to the fullest extent permitted by law.

PRIVACY ISSUES

We are concerned about privacy matters for our customers. Please review
our Privacy Policy, which also governs your visit to our Site.

RISK OF LOSS

The items purchased from our Site are shipped by a third party carrier
pursuant to a shipment contract. As a result, risk of loss and title
for such items pass to you upon our delivery to the carrier.
SUBMISSION OF IDEAS, COMMENTS AND QUESTIONS
We welcome your feedback about our Site and its contents. However, any
comments, ideas, notes, messages, suggestions or other communications
(collectively, "Submissions") shall be and remain the exclusive property
of w--hotels.com. As such, we will own exclusively all such rights,
titles and interests and shall not be limited in any way in its use,
commercial or otherwise, of any Submissions. UNDER NO CIRCUMSTANCES SHALL
ANY DISCLOSURE OF ANY SUBMISSION TO w--hotels.com BE SUBJECT TO ANY
OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING
THE SUBMISSION TO w--hotels.com, YOU ARE WAIVING ANY AND ALL RIGHTS
THAT YOU MAY HAVE IN THE SUBMISSION AND YOU AGREE THAT ANY SUBMISSIONS BY
YOU WILL NOT VIOLATE ANY RIGHT OF ANY THIRD PARTY, INCLUDING COPYRIGHT
TRADEMARK, PRIVACY OR OTHER PERSONAL OR PROPRETARY RIGHTS. YOU ALSO
AGREE THAT NO SUBMISSION BY YOU WILL BE OR CONTAIN LIBELOUS OR OTHERWISE
UNLAWFUL, ABUSIVE OR OBSCENE MATERIAL. YOU ARE AND SHALL REMAIN SO!
LEY RESPONSIBLE FOR THE CONTENT OF ANY SUBMISSIONS YOU MAKE. YOU
REPRESENT AND WARRANT TO w--hotels.com THAT w--hotels.com IS FREE TO
IMPLEMENT THE SUBMISSION IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY
w--hotels.com, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.

LINKS TO THIRD-PARTY WEB SITES

This Site may contain links to non-w--hotels.com web sites. These links
are provided to you as a convenience, and you access them at your own
risk. We are not responsible for the content of any linked web site or
any bulletin board associated with us. Any outside web site accessed
from our Site is independent from w--hotels.com, and we have no control
over the content of such web sites.

NO IMPLIED ENDORSEMENTS

In no event shall any reference to any third party or third party
product or service be construed as an approval or endorsement by us of that
third party or of any product or service provided by a third party.
Likewise, a link to any non-w--hotels.com web site does not imply that we
endorse or accept any responsibility for the content or use of such a
web site.

TERMINATION OF USE

The Company may, in its sole discretion, terminate or suspend your use
or access to all or part of the Site, for any reason, including without
limitation, breach of these Terms of Use. If at any time, we notify you
that your access to and /or use of the Site is terminated, you must
cease and desist from all such access and/or use immediately. In the event
these Terms of Use are terminated, the restrictions regarding
intellectual property matters, the representations and warranties, indemnities,
and limitations of liabilities set forth herein (as well as any other
of your obligations which by their nature should survive termination)
will survive termination.

JURISDITIONAL ISSUES

We make no representation that information on this Site is appropriate
or available for use outside the United States. Those who choose to
access this Site from outside the United States do so on their own
initiative and are responsible for compliance with local laws, if and to the
extent local laws are applicable.

ENFORCEMENT OF TERMS OF USE

These Terms of Use and any dispute of any sort that might arise between
you and w--hotels.com or its affiliates or subsidiaries will be
governed by and construed in accordance with the laws of the Commonwealth of
California, without regard to its conflict of law principles, as it is
applied to agreements entered into and performed therein, and excluding
(i) the United Nations Convention on Contracts for the International
Sale of Goods; (ii) the 1974 convention on the Limitation Period in the
International Sale of Goods; and (iii) the Protocol amending the 1974
Convention, done at Vienna April 11, 1980. Any action brought to enforce
this Agreement or matters related to the Site will be brought in either
the State or Federal Courts of the Commonwealth of Massachusetts;
provided, however, that notwithstanding anything contained in these Terms of
Use to the contrary, we shall have the right to institute judicial
proceedings against you or anyone acting by, through or under you, !
in order to enforce our rights hereunder through reformation of
contract, specific performance, injunction or similar equitable relief. You
consent to the jurisdiction of such courts and irrevocably waive any
objection, including without limitation any objection to the laying of
venue or based on the grounds of forum non conveniens, which you may now
or hereafter have to the bringing of any such action or proceeding in
such jurisdiction. Any claim or cause of action you have with respect to
use of the Site must be commenced within one (1) year after the claim
arises.

SEVERABILITY; MODIFICATIONS

If any part of these Terms of Use is held to be unlawful, void, or
unenforceable, that part will be deemed severable and shall not affect the
validity and enforceability of the remaining provisions.
We reserve the right to make changes to the Site and our policies at
any time.

USERS/PARTICIPANTS

We do not discriminate on the basis of age, race, national origin,
gender, sexual orientation or religion.

No person under the age of 18 should use the Site without the consent
of their parent or legal guardian. We strongly encourage all parents and
guardians to monitor the Internet use of their children. Use of the
Site by any user shall be deemed to be a representation that the user is
18 years of age or older. We require that all purchases be made either
(i) by individuals 18 years of age or older, or (ii) give verifiable
permission for such minors to purchase items on the Site and for the
collection by us of certain information in accordance with the terms of our
privacy policy.

ENTIRE AGREEMENT

These Terms of Use constitute the entire agreement between the parties
relating to the subject matter herein. We may, at our sole discretion
and without notice, revise these terms at any time by updating this
posting.

FOR ADDITIONAL INFORMATION

If you have any questions about these Terms of Use, please contact
admin@w--hotels.com.com

Updated as of February 4, 2005