This Property PARTICIPATION Agreement (this "Agreement") is made and entered into by and between PRICELINE.com LLC ("PRICELINE"), HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 800 CONNECTICUT AVENUE, NORWALK, CONNECTICUT 06854 AND the entity identified BELOW ("HOTEL"). This agreement is effective as of the date executed by PRICELINE (the “Effective Date”).

WHEREAS, Priceline is a provider of travel services, including without limitation, (a) an opaque hotel service, where the consumer commits to pay for the hotel room without knowing the identity of the hotel (the “Opaque Service”), (b) a vacation packages service where hotel rooms are reserved along with airline tickets, for one bundled price (the “Packages Service”) and (c) a merchant hotel service (operated by its wholly-owned subsidiary, Travelweb LLC), whereby hotel rates are marked-up by Priceline (the “Merchant Service,” and together with the Opaque Service and the Packages Service, the “Travel Services”).

1.  TRAVEL SERVICES ELECTION. Hotel hereby elects to participate in one or more of the Travel Services set forth below, as indicated by checkmark(s) and initials, and to be subject to the terms and conditions applicable to such selected Travel Service(s), as set forth in Exhibit A.

Initial and Check Below: 

2.  TERM.  The term of this Agreement shall commence on the Effective Date and, unless terminated earlier as provided herein, shall continue for an initial term of three (3) years (the "Initial Term"). After the Initial Term, the Agreement shall be automatically extended until such time that either party provides not less than sixty (60) days prior written notice to the other of its intention to terminate the Agreement. In the event either party materially fails to perform or comply with this Agreement or any provision hereof and fails to remedy the default within thirty (30) days after the receipt of written notice to that effect, then the other party shall have the right, at its sole option and upon written notice to the defaulting party, to terminate this Agreement. The rights and remedies provided in this paragraph are not exclusive and are in addition to any other rights and remedies provided by law or this Agreement.

3.  INDEMNIFICATION.  Each party agrees to indemnify, defend, and hold harmless the other party and its successors, assigns, affiliates, directors, officers, employees, and agents from and against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of any third party claim related to (i) any death or personal injury, or any destruction of or damage to any real or tangible personal property, alleged to have been caused by or on behalf of the indemnifying party or its employees or agents, (ii) any infringement of a letters patent, a trade secret, or any copyright, trademark, service mark, trade name or similar proprietary rights conferred by statute, by common law, or by contract alleged to have occurred as a result of rights conveyed, materials provided, or work performed by or on behalf of the indemnifying party; or (iii) any use of Customer Data (as defined in Exhibit B) by such party, other than as permitted by this Agreement. Any party claiming indemnification pursuant to this Agreement will give the indemnifying party prompt written notice of any matters with respect to which this indemnity may apply, will give the indemnifying party full opportunity to control the response thereto and the defense thereof, and will provide reasonable cooperation and assistance in connection with the defense and/or settlement of the claim. However, the indemnified party may, at its own expense, participate in such defense and in any settlement discussions, either directly or through counsel of its choice.

4.  GENERAL. The confidentiality agreement attached hereto as Exhibit B is hereby incorporated herein and made a part of this Agreement. Exhibit B and Section 3 of this Agreement shall survive termination or expiration of this Agreement. This Agreement shall be construed and controlled by the laws of the State of New York, and each party consents to jurisdiction by the state and federal courts sitting in New York, New York. Neither party may assign this Agreement, or any portion hereof, to any third party unless the other party expressly consents to such assignment in writing; provided, however, that such consent shall not be required in the event of a merger, consolidation, sale or other disposition of all or substantially all of the equity interests or assets of the assigning party. All terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and each of their permitted transferees, successors and assigns.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized representative as of the dates indicated below.

EXHIBIT A

Travel Service Participation General Terms and Conditions

1.         Rates.   (a)        Hotel shall make competitive rates available to Priceline through the Designated System (as defined below) for reservation by users of the Travel Services selected in Section 1 of the Property Participation Agreement. All Travel Service rates shall be loaded by Hotel into the Designated System, using the appropriate Priceline plan codes. Hotel shall be responsible for the accuracy of all information loaded into any Designated System.  In the case of Hotels that provide Travel Service rates through the Priceline Extranet via a third-party channel manager (a "Channel Manager Property"), the "Designated System" shall be the Priceline Extranet; and in the case of all other Hotels, unless otherwise designated by Priceline, the "Designated System" shall be the Worldspan SecuRate Hotel Program for Opaque Service and Packages Service rates and Pegasus for Merchant Service rates. Channel Manager Properties 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 shall be 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.

            (b)        Rates for the Opaque Service and/or the Packages Service, as the case may be, shall be lower than Hotel’s lowest non-qualified rate and equal to or lower than any rates provided to any other travel website that makes rooms available in an opaque manner (in the case of rates for the Opaque Service) and/or packaged with another product or service (in the case of rates for the Packages Service).

            (c)        Without limiting the foregoing, Hotel shall make Merchant Service rates available to Priceline at a discount equal to or greater than 20% below Hotel’s lowest published non-qualified rate.  Furthermore, Merchant Rates shall be made available to Priceline at prices, discounts and availability (including without limitation, room types) that are equal to or better than those made available by Hotel to any other Internet travel channel (mobile, desktop or other), including Hotel’s own website (each, a "Competitive Site").  In the event that Hotel provides more favorable discounts or commission percentages to a Competitive Site, then Hotel shall offer the same discount percentage equal to or greater than the discount or commission percentage provided to such Competitive Site.

            (d)        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.

(e)           Hotel may elect to make discounted rates available to Priceline for distribution through one or more of Priceline’s private sales programs, which may include, but are not limited to, mobile exclusive rates, same night rates (currently marketed as “Tonight Only”), closed user group rates and other special and/or promotional rates (the “Private Sales Program”). Rates made available through the Private Sales Program may be dedicated Private Sale rates, Merchant Service rates, Opaque Service Rates or Package Service rates.   Participation in any of the Private Sales Programs shall be deemed participation in the Travel Services.  Hotel may determine in their discretion any reasonable restrictions that apply to rates provided through the Private Sales Program, and such restrictions shall be loaded into the Designated System along with the rates as provided in Section 1(a) above, provided, however, that rates provided to Priceline for the Private Sales Program shall be at prices, discounts and availability (including without limitation, room types) that are equal to or better than those made available by Hotel to any Competitive Site.

2.         Rooms. The accommodations made available by Hotel through the Travel Services shall be non-smoking preferred (unless otherwise requested), minimum double occupancy and of the same or higher quality as rooms being made available to the general public. Hotel shall return appropriate rates through the Designated System as transmitted by Priceline in the availability request.  Hotel shall ensure that the availability of accommodations (including, without limitation, room types) in the Travel Services is equal to or greater than the accommodations (including, without limitation, room types) made available by Hotel to any other travel website that makes rooms available in an opaque manner, packaged with another product or service, such as an airline ticket, or on any non-qualified rate, as the case may be. Hotel will honor room type as booked in reservations for the opaque service.

3.         Payment. Priceline will provide Hotel with a unique credit card to charge for each individual reservation booked through the Travel Services. The unique credit card number will be transmitted by Priceline for each such reservation and this shall serve as Priceline’s authorization for Hotel to charge such credit card (no further authorization will be provided). Hotel shall only apply charges to such unique credit card for the room rate and government-imposed taxes for the specific corresponding reservation. Hotel shall charge the unique credit card in the same currency as the Hotel filed the room rate and government-imposed taxes. For Merchant Service reservations, Hotel shall charge the unique credit card no earlier than 48 hours prior to check-in.  If Hotel fails to charge the appropriate Priceline credit card within 180 days after the customer’s checkout, the credit card will be deactivated and Hotel shall not assert any claim against Priceline with respect to that reservation. Hotel shall not bill any customer for a Travel Service reservation. Any improper use of unique credit card that is not consistent with payment policy will result in a chargeback by Priceline to Hotel. Hotel shall not remit commission payments on bookings made through the Travel Services, and any commissions so remitted will not be refunded. In addition, Priceline will provide the necessary details for each Travel Service reservation to Hotel electronically via the applicable Designated System.

4.         Guaranteed Availability. Travel Service reservations are pre-paid reservations and Travel Service customers shall be guaranteed availability upon arrival for the number of rooms and occupancy requested in the reservation sent to Hotel through the Designated System. In the event that a reservation booked through the Travel Services is not available for any reason, Hotel shall immediately (a) notify Priceline of such unavailability, (b) locate alternative accommodations of equal or higher Star Quality within the same Geographic Zone and (c) bear any and all costs associated with relocating the customer to such alternative accommodations including but not limited to, room and tax for the first night, any transportation costs necessitated by the displacement of the customer and any rate differential from the original rate booked. In no event shall Hotel relocate a customer to another property if Hotel has a room available at any rate. If a customer arrives at Hotel after the check-in date, but prior to the check-out date, and Hotel has a room available, Hotel shall accommodate the customer for the remainder of the original reservation. The customer shall not be entitled to a refund for any portion of such reservation. If Hotel is sold out, Hotel shall not be entitled to payment from Priceline or the customer for any date after the customer attempted to check-in.  Determination of each Hotel’s quality level (“Star Quality”) and mapping location (“Geographic Zone”) for purposes of the Travel Services shall be made by Priceline in its sole discretion.

5.         Taxes and Fees. Priceline stores applicable government tax rates, including occupancy tax rates, in its hotel database for the Travel Services. Hotel shall be responsible for providing Priceline with updated tax information on an on-going basis, as well as an accurate calculation of any Hotel-imposed mandatory fees. Hotel shall not collect local taxes and occupancy taxes from Travel Service Customers, and shall charge the Priceline credit card for applicable government-imposed taxes. If applicable, Hotel shall continue to collect any resort fees or other types of unique fees directly from customers unless otherwise notified by Priceline.

6.         Cancellations. Priceline shall have the right to cancel reservations made through the Travel Services in extraordinary circumstances defined by Priceline, such as family death or natural disaster. If an Opaque or Package Service reservation is canceled due to extraordinary circumstances, Hotel shall be entitled to retain payment for the first night of the reservation only, and shall promptly refund Priceline for the amount of any remaining nights. Merchant Service reservations are subject to cancellation penalties and are non-transferable/non-changeable. Hotel shall not change dates or cancel any Merchant Service reservation unless directed otherwise by Priceline. Requests by Merchant Service customers to change or cancel a reservation shall be directed to Priceline or the website through which such reservation was booked. Individual Merchant Service reservation cancellations must be received a minimum of twenty-four (24) hours prior to the arrival date in order to avoid cancellation penalty. Cancellations received within 24 hours prior to 12:00 pm local hotel time on day of arrival are subject to the first night’s room and tax charge, which shall be charged to the Priceline-provided credit card on which the reservation was billed. In the event that a Merchant Service reservation is cancelled due to extraordinary circumstances defined by Priceline (such as family death or natural disaster), Priceline may elect to refund the Merchant Service customer in full and Hotel shall not be entitled to payment for such Merchant Service reservation. Notwithstanding the foregoing, Hotel shall ensure that each cancellation policy applicable to reservations generated through the Travel Services is at least as favorable as the cancellation policy applicable to reservations generated through any Competitive Site.

7.         Other Hotel Obligations.  (a)     Hotel shall ensure that all front-desk, reservation and accounting personnel are properly informed and familiar with the Travel Services, and shall implement and adhere to Priceline policies set forth in the most recent version of the standard operating procedures provided by Priceline.  Hotel shall bear responsibility for any improperly handled Travel Service customers. In the event Hotel is closed (due to sale, renovation or otherwise), Hotel shall ensure that all remaining future Travel Service reservations are honored by a nearby hotel of equal or higher quality.  Hotel shall notify Priceline in advance of any flag, brand or management changes, and shall ensure that any advance deposits or future Travel Service bookings are carried over to the new owner’s property management and central reservations systems. Hotel shall ensure accurate hotel descriptions, images, amenities, facilities and other content are loaded into the Pegasus content database. Hotel shall not charge any penalty for system errors. Hotel shall not disclose underlying rates to customers.

            (b)        Channel Manager Hotels shall implement connectivity between Hotel and the Priceline Extranet via Hotel’s third party channel manager service, including without limitation, the initial set up of correct mapping and rates. Channel Manager Hotels shall ensure that promptly after the Effective Date, the applicable Hotel personnel receive instruction and training such that such personnel are familiar with Hotel’s third party channel manager service and the Priceline Extranet features and functionality (such as loading rates and availability). Channel Manager Hotels shall not be eligible for activation in the Travel Services until such time as such employees have received such training. Channel Manager Hotels shall not initiate any significant change to the way Hotel connects to the Priceline Extranet through Hotel’s third party channel manager service, without first providing at least sixty (60) days prior written notice to Priceline.

8.         Termination. Priceline may terminate Hotel’s participation in the any Travel Service at any time and for any reason. In the event of termination of Hotel’s participation any Travel Service, Hotel shall honor, in accordance with this Agreement, all reservations made through the Travel Services prior to the effectiveness of such termination.

EXHIBIT B

Confidentiality Agreement

1.     Confidentiality.

 (a)  "Confidential Information" shall mean any information concerning any of the parties hereto (whether prepared by a party, its advisors or otherwise) or the performance of this Agreement which is or has been previously furnished to any party receiving such information (the “Receiving Party”) by or on behalf of a party in connection with the subject matter of this Agreement, including, but not limited to, any financial data, notes, summaries, reports, analyses or other materials derived in whole or in part from such information, and, if in writing, is either clearly marked “confidential” or the like or is otherwise identified to the Receiving Party to be non-public and confidential, or which the Receiving Party would reasonably expect to be considered confidential and non-public; provided, that notwithstanding any failure to so identify it, all financial reports, business plans, information regarding volumes or projections of a party or any information provided or discussed during a meeting of the parties in connection with the subject matter of this Agreement will be deemed to be Confidential Information. The term “Confidential Information” does not include information which (i) is already in the possession of a Receiving Party prior to disclosure by the party disclosing such information (the “Disclosing Party”), provided that such information is not known by such Receiving Party to be subject to another confidentiality agreement with or other obligation of secrecy to the Disclosing Party or another party, or (ii) becomes generally available to the public other than as a result of a disclosure by a Receiving Party, its employees, agents or advisors, or (iii) becomes available to a party from a source other than the Disclosing Party or its advisors, provided that such source is not known to be bound by a confidentiality agreement with or other obligation of secrecy to such Disclosing Party with respect to such information, or (iv) which may be used or disclosed by any party pursuant to the express provisions of this Agreement.

(b)   Each party hereby agrees that the Confidential Information will be used solely in connection with the performance of this Agreement, and that Confidential Information will be kept confidential by each party. Notwithstanding the foregoing, (i) any such information may be disclosed to a Receiving Party’s partners, employees, officers, directors, advisors and the representatives of its advisors (collectively, “Representatives”) who are involved in the negotiation or performance of this Agreement and need to know such information for the purpose of evaluating issues relating to this Agreement (it being understood that a Receiving Party’s Representatives shall be informed by the Receiving Party of the confidential nature of such information and shall be directed by the Receiving Party to treat such information confidentially), (ii) Confidential Information may be disclosed pursuant to subsection (c) below, (iii) Confidential Information may be disclosed to subsidiaries of Priceline, and (iv) any disclosure of Confidential Information may be made to which the Disclosing Party consents in writing.

(c)   Each party agrees to be responsible for any breach of this Agreement by its Representatives. If any Receiving Party or any of its Representatives are requested or required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, it shall provide the Disclosing Party with prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. If such protective order or other remedy is not obtained or such Disclosing Party waives compliance with the terms hereof, the Receiving Party agrees to furnish only that portion of the Confidential Information which Receiving Party is advised by its counsel is legally required and to exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information.

(d)   In addition, without the prior written consent of each other party, each party agrees not to, and will direct its Representatives not to, disclose to any person any of the terms, conditions or other facts with respect to the terms of this Agreement, except (i) to confirm that such party is a party to this Agreement, and (ii) as may be necessary or advisable, in confidential communications with third parties, in order to proceed with the obligations of either party pursuant to this Agreement.

(e)   Each party agrees that the other party shall be entitled to equitable relief, including injunction, in the event of any breach of the provisions of this Agreement and that each party shall not raise as a defense or an objection to the request for or granting of such relief that any breach of the provisions of this Agreement is or would be compensable by an award of monetary damages.

(f)    Neither party nor any of its Representatives have made or make any representation or warranty as to the accuracy or completeness of the Confidential Information. Neither party nor any of its Representatives shall have any liability to any party or any of its Representatives resulting from the use of the Confidential Information.

2.     Customer Data.  Each party agrees that it shall own the data furnished to it directly by a user of the Travel Services either during the booking process or during a stay at Hotel, as applicable (“Customer Data”). With respect to any Customer Data that is transmitted from one party to the other, the transmitting party hereby grants the receiving party a non-exclusive, royalty free right and license to use such Customer Data for any legitimate business purpose related directly to this Agreement, provided, however, that (i) such use complies with all applicable laws, rules and regulations and the transmitting party’s privacy policy; (ii) any disclosures to third parties are made under confidentiality obligations no less protective than those set forth herein; and (iii) any communication sent to the transmitting party’s customer shall be transactional in nature only, and shall not contain any marketing materials or message.

3.     Press Releases.  Neither party shall issue or permit the issuance of any press release or other public statement regarding this Agreement or the parties’ relationship without the prior approval of the other party. 

1. General

2. Reservations/Revenue Contact 

3. Tax Information 

Please provide all applicable government taxes, including occupancy taxes, below.

4. Hotel-Imposed Mandatory Fee Information (Only if Applicable to the Hotel)

Does the hotel charge mandatory fees (i.e. non-optional fees such as resort fees)? If so, please provide your complete fee breakdown below.

5. Tax Inclusive or Tax Exclusive (For non-US Properties Only)

You may either include or exclude all of the taxes. We are not able to process a combination of some taxes included and some taxes excluded at your property. 

6. Connectivity

You may connect to priceline via your hotel's GDS provider, Priceline Extranet or a Channel Manager Partner. Please select from below the way in which you intend to supply rates to priceline's programs. 

7. Which rate plan will your hotel use for Private Sales?

Thumbnail Image

Please submit a thumbnail image by forwarding a .jpg exterior photo of your hotel to content@priceline.com. Thumbnails provide additional customer appeal for your hotel as they appear on our hotel listings page.

All other images besides the thumbnail, as well as hotel amenities, are pulled from either your Booking.com listing or Pegasus ODD. Please be sure your hotel photos and amenities are updated.  You can do this by contacting your GDS Desk or your Booking.com representative.

        

If you would like a copy of your participation agreement please print your form before clicking the submit button. 

 

Thank you