March 18, 2026

Upon acceptance, the following terms & conditions shall be binding onto all Members and Users, except for those Members and Users booking through the State of Texas CPA Contract No. 971-M1.

By accepting these Terms of Service Agreement (this “Agreement”), I certify that:

1. I am authorized to book hotels through the invite link or company code that was provided to me at the time of sign up;
2. I am at least 18 years of age;
3. I possess the legal authority to create a binding legal obligation;
4. I will use the Site in accordance with this Agreement;
5. I will only use the Site to make legitimate reservations for myself or for another person for whom I am legally authorized to act;
6. I will inform such other persons about this Agreement that applies to the reservations I have made on their behalf, including all rules and restrictions applicable thereto;
7. all information supplied by me on the Site is true, accurate, current and complete; and
8. I will safeguard my account information and will supervise and be completely responsible for any use of my account by myself and anyone other than me.

I. Your Acceptance of These Terms of Service

HotelEngine, Inc., d/b/a Engine (“Engine”) is the provider of the website located at www.Engine.com (the “Site”), which provides an efficient, competitive means of making hotel, flight, and rental car bookings, and discovering and inquiring about meeting and event spaces through the Spaces Marketplace.

PLEASE READ THIS “AGREEMENT CAREFULLY BEFORE USING THE SITE AND SERVICES OFFERED BY ENGINE. IMPORTANT TERMS OF SERVICE, DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITIES AND INDEMNIFICATION OBLIGATIONS ARE SET FORTH BELOW. Your use of the Site in any manner indicates an acceptance of this Agreement.

Use of the Site is governed by all applicable laws and regulations and by this Agreement. This Agreement forms a legally binding agreement. Any breach of any of the terms contained in this Agreement, Engine may, without notice or delay: temporary suspension of a Member, User, or Administrator; temporary or indefinite suspension of a Member's, User's, or Administrator's account privileges; termination of a Member's Member Account; denial of access to the Site by Member or any of Member's Administrators or Users; technical and legal actions to keep a Member and its Users and Administrators off the Site; refusal to provide services to a Member and its Users and Administrators; and pursuit of civil and criminal penalties where applicable (collectively, “Enforcement Actions”). IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE EXIT AND DO NOT USE THE SITE.

Unless a section of this Agreement specifies otherwise, all terms of this Agreement apply to all Members, Administrators, and Users of the Site.

ACCESS TO THE SITE (OR PORTIONS THEREOF) AND THE USE OF INFORMATION, MATERIALS, OR SERVICES PROVIDED THROUGH THE SITE (OR PORTIONS THEREOF), ARE NOT INTENDED, AND ARE PROHIBITED, WHERE SUCH ACCESS OR USE VIOLATES APPLICABLE LAWS OR REGULATIONS.

II. Agreement Regarding Other Policies Referenced Herein

By agreeing to this Agreement, you also agree to and must abide by all of Engine’s policies as stated in this Agreement and in the following policy and program documents (if applicable to your activities on or use of the Site), which are all incorporated herein by reference: (1) Privacy Policy;(2) any product-specific terms and conditions, including but not limited to terms governing Flex Coverage, FlexPro, and Duty of Care; (3) Engine Rewards Terms and Conditions, available at https://engine.com/rewards/terms (“Rewards Terms”); (4) Engine X Card Program Terms, available at https://engine.com/x/program-terms (“Engine X Program Terms”); (5) Engine X Card Rewards Terms, available at https://engine.com/x/rewards-terms (“Engine X Rewards”); and (6) BestPrice Terms and Conditions, available at https://engine.com/bestprice-terms (“BestPrice Terms”).

III. Changes to this Agreement and Policies

Engine reserves the right to make any changes, at any time, to this Agreement and all policies and program specific terms referenced herein, including the Rewards Terms, Engine X Program Terms, Engine X Rewards and BestPrice Terms. In addition, some services offered through the Site may be subject to additional terms and conditions promulgated by Engine from time to time. The changes and additional terms and conditions are incorporated into this Agreement by this reference, and, unless otherwise provided herein or in the applicable policy, they will be effective as of the date we post the revised version on the Site.

Your use of the Site or services following any such changes or additions constitutes your acceptance of the revised Terms of Service and/or policies. Thus, it is important that you review this Agreement and our policies regularly.

IV. Definitions

A. “Administrator” means the User who is the travel program manager for a Member, who has the ability to add new Users, assign Users direct bill privileges, set up departments, supply a Corporate Travel Policy, view invoices, and review travel report data.

B. “BestPrice Program” or “BP” means Engine’s optional price-match program, under which eligible hotel bookings may be re-priced after booking, and if a lower qualifying price is identified, the Member may receive a Travel Credit for the price difference, subject to the BestPrice Terms.

C. “Card Account” means a Member’s Engine X Card account issued by Fifth Third Bank, N.A., including all associated physical or virtual cards, as further described in the Engine X Program Terms.

D. “Check-In Date” means the day on which a User checks-in at a Hotel for a Confirmed Booking.

E. “Check-Out Date” means the day on which a User checks-out at a Hotel for a Confirmed Booking.

F. “Confirmed Booking” means a hotel, flight or car rental booking completed via the Site.

G. “Corporate Customer” means any business, corporation or organization which has created a Member Account in order to provide Engine’s services to the customers, employees or members of such business, corporation or organization.

H. “Corporate Travel Policies” means any policies or limitations (such as maximum spending amounts or maximum lengths of Confirmed Bookings or maximum number of Confirmed Bookings) provided by Member as limitations on Users' ability to complete Confirmed Bookings. Any User questions regarding any Corporate Travel Policies must be directed to Member by User.

I. “Direct Bill” means the ability for Users to make Confirmed Bookings on Member's corporate account without the use of payment (credit card) at the time of the Confirmed Booking. All Direct Bill Users' total cost of the Confirmed Booking will automatically be billed to the Member's corporate account.

J. “Duty of Care” means Engine’s travel safety monitoring product that provides real-time safety alerts and travel risk information to Members, as more fully described in Section XXI of this Agreement.

K. “Engine X Rewards Terms” means the Engine X Rewards Terms governing the Engine X Card rewards program, as may be amended from time to time.

L. “Engine X Program Terms” means the Engine X Card Program Terms governing the issuance and use of the Engine X Card, as may be amended from time to time.

M. “Flex Coverage” means either Engine’s Flex for Flights or Flex for Hotels optional travel protection coverage products.

N. “Flex for Flights” means an optional travel protection coverage product purchased by a Member pursuant to the terms of Section XI of this Agreement for a singular Confirmed Booking of a flight.

O. “Flex for Hotels” means an optional travel protection coverage product purchased by a Member pursuant to the terms of Section XI of this Agreement for a singular Confirmed Booking of a Hotel.

P. “FlexPro” means an optional subscription-based travel protection coverage product purchased by a Member pursuant to the terms of Section XI of this Agreement.

Q. “Engine Rewards Program” or “Rewards Program” means Engine’s loyalty program under which eligible Members may earn and redeem Points for Confirmed Bookings, as further described in and governed by the Rewards Terms.

R. “Engine X Card” means the charge card issued by Fifth Third Bank, National Association, in connection with the Engine X Card program, as further described in the Card Program Terms.

S. “Hotel” means any type of hotel accommodation available to be booked via the Site.

T. “Member” means any person or Corporate Customer which has created a Member Account in accordance with this Agreement.

U. “Member Account” means an account created by Engine for a Member upon Member’s acceptance of membership terms and conditions, which Member Account can be accessed by Member, Administrator, or any User granted access thereto by Administrator, using a membership username and password in accordance with this Agreement.

V. “Personal Account” means any Member Account which is used by a Member to purchase Confirmed Bookings. Each Personal Account shall be subject to the same terms and conditions contained in this Agreement for all Member Accounts.

W. “Space Provider” means the hotel, venue owner, property manager, or other third party that owns, operates, or manages a Space listed on the Spaces Marketplace.

X. “Spaces” or “Spaces Marketplace” means Engine’s online marketplace feature that enables Users and Visitors to discover, browse, compare, and submit inquiries regarding hotel meeting rooms, event spaces, and similar venues (“Spaces”) listed on the Site. The Spaces Marketplace is an informational and inquiry-based platform only; Engine does not process reservations, bookings, or payments for Spaces. All arrangements regarding the use of a Space, including but not limited to pricing, availability, and terms of service, are made directly between the User or Visitor and the applicable Space Provider.

Y. “Supplier” means any: (1) hotel supplier or other entity that owns and supplies a Hotel to a Member; (2) applicable airline which owns and supplies airline travel to a Member; (3) applicable car rental company which owns and supplies car rental services to a Member; or (4) Space Provider, as defined herein. For purposes of the product-specific terms set forth in Sections VI through VIII and Sections X through XI, “Supplier” refers only to the suppliers described in clauses (1) through (3) above.

Z. “Total Cost of Car Rental Booking” means the total cost of the car rental displayed on the Site, plus any government-imposed taxes and fees, plus any applicable Supplier-imposed fees, such as optional extra services (i.e., prepaid refueling charges).

AA. “Total Cost of Flight Booking” means the total airfare price displayed on the Site, plus any government-imposed taxes and fees and any applicable Supplier-imposed fees, such as baggage fees or seat selection fees.

BB. “Total Cost of Hotel Booking” includes the total Hotel reservation price, which includes the Hotel rate displayed on the Site, plus tax recovery charges (e.g., sales and use, occupancy, room tax, excise tax, value added and other similar taxes), service and administrative fees, and where applicable, taxes on Engine’s services.

CC. “Travel Credits” means any credit provided to a Member Account pursuant to Section X of this Agreement.

DD. “User” means any Corporate Customer or person granted access to the Member Account by Member or Administrator.

EE. “Visitor” means any individual who accesses or uses the Spaces Marketplace without a Member Account. For purposes of Section IX, references to “User” shall include Visitors unless the context requires otherwise. By accessing, browsing, or submitting an inquiry through the Spaces Marketplace, a Visitor agrees to be bound by this Agreement to the extent applicable, including without limitation Section IX (Spaces Marketplace), Section XXIII (Disclaimers of Warranties and Limitation of Liability), Section XXIV (Indemnification), and Section XXVI (Governing Law, Disputes and Attorneys’ Fees).

V. Member Requirements and Acknowledgements

To take advantage of Engine’s services provided on the Site, you must sign up to Engine with your email address. By signing up to Engine and creating your Member Account you agree to be bound by this Agreement. All Administrators and Users who are granted access to the Member Account hereby agree to be bound by this Agreement.

Membership commences upon clicking on “sign up” or similar button and/or by submitting your email address and confirming that you have access to the email account. Engine reserves the right, in its sole discretion, to reject any application to become a Member. Below are additional terms related to Member, Administrator, and User eligibility and requirements. You are fully responsible for all bookings that are made on your account. It is very important not to share your Member login information with any unauthorized Administrator or User or leave your account logged in and unmonitored. Any unauthorized sharing of Member login information with any unauthorized person may in Enforcement Actions.

Members may also be entitled to create a Personal Account, which is a separate account from a Member Account and which is used to purchase Confirmed Bookings for personal travel, not for travel related to a Corporate Customer account.

A. Age

Only individuals who are 18 years and older and who can form legally binding contracts under applicable law may become a Member, Administrator, or User and provide to Engine any Personal Information (defined below). If you open a Member Account, or you are an Administrator, or a User, or provide to Engine any Personal Information, you represent and warrant that you are at least 18 years old and are legally able to form binding contracts. Engine may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity, and change its eligibility criteria at any time. This provision is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.

B. Username and Password

When you open a Member Account, you must provide a username and password. Keep your username and password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain your username and password confidential. You agree to immediately notify Engine of any unauthorized use of your username and/or password or any breach of security. You also agree that Engine cannot and will not be liable for any loss or damage arising from your failure to keep your username and/or password secure. You agree not to provide your username and password information in combination to any other party other than Engine, unless Engine provides prior written permission. Any unauthorized sharing of Member, User or Administrator login information with any unauthorized person may result in Enforcement Actions.

C. Member Account Information

You must keep your Member Account information up-to-date and accurate at all times, including a valid email address. Each Member is responsible for regularly checking their Member Account and must notify Engine of any omissions, incorrect entries or other discrepancies as soon as discovered, or if concerning a Confirmed Booking, within 48 hours of such applicable Confirmed Booking.

D. Member Account Transfer

You may not transfer or sell your Member Account to another party without Engine’s prior written consent. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.

YOU ACKNOWLEDGE THAT ANY UNAUTHORIZED TRANSFER OR SHARING OF YOUR MEMBER ACCOUNT OR OF ANY CONTENT OF THE SITE MAY CAUSE IRREPARABLE HARM TO ENGINE. AS SUCH, ENGINE RESERVES THE RIGHT TO HOLD ANY MEMBER, USER OR ADMINISTRATOR WHO TRANSFERS, SHARES OR OTHERWISE ALLOWS ACCESS TO A MEMBER ACCOUNT OR ANY CONTENT OF THE SITE (INCLUDING NAMES OF SUPPLIERS AND HOTEL PRICING) TO ANY UNAUTHORIZED USER, WITHOUT THE WRITTEN CONSENT OF ENGINE, CIVILLY AND/OR CRIMINALLY RESPONSIBLE AND ENGINE WILL PURSUE ALL REMEDIES AFFORDED AT LAW, INCLUDING, BUT NOT LIMITED TO INJUNCTIVE RELIEF AND MONETARY DAMAGES.

Additionally, Engine may, without notice or delay, pursue Enforcement Actions.

E. Right to Refuse or Cancel Service

Engine’s services are not available to temporarily or indefinitely suspended Members or any Administrators or Users of such Members. Engine reserves the right, in Engine’s sole discretion, to cancel Member Accounts, terminate any Member, Administrator, and/or User from further participation in the Site if Personal Information (defined below) cannot be confirmed as being accurate. Engine reserves the right to refuse or cancel service to anyone, cancel Member, Administrator and/or User Accounts, terminate any Member from further participation in Engine.com for any reason and without notice, at any time, so long as such refusal does not violate any applicable law.

F. Email Communications

By creating your Member Account and accepting the terms of this Agreement, you hereby authorize Engine to periodically communicate with you via the email address that you provide to Engine when you set up your Member Account in accordance with our Privacy Policy.

G. Refunds

Refunds will occur only after the respective Supplier has refunded Engine. In the event the Supplier does not refund Engine, the Member or applicable User will not receive a refund. All refunds are subject to the Engine's cancellation policy and the Supplier’s cancellation policy. All disputes regarding cancellations must be received within 48 hours of the cancellation. Any such dispute not received within 48 hours of cancellation will be deemed to be accepted by Member or applicable User.
If the Supplier provides a partial refund, Engine will pass along to Member all refunds minus any booking fee charged by Engine and any cancellation and termination fees associated with the change to the Confirmed Booking.

H. Upgrades to Confirmed Bookings

In the event that you request or are otherwise eligible for an upgrade, such upgrade is strictly subject to a Supplier’s availability and/or approval and is not guaranteed by Engine. Engine shall use all commercially reasonable efforts to secure the upgrade on your behalf with the Supplier. However, in no event shall Engine have any liability for any unfulfilled upgrade request to any Confirmed Booking.

VI. Hotel Confirmed Bookings/Hotel Incidental Charges

A. Prepaid Hotel Confirmed Booking

You acknowledge that Hotel rates displayed on the Site are a combination of the pre-negotiated room rate for rooms reserved on your behalf and the facilitation fee retained by Engine for its services. You authorize Engine to book reservations for the Total Cost of Hotel Booking.

Prepaid Confirmed Bookings are paid online at the time of the Confirmed Booking. You agree that your credit card will be charged for the Total Cost of Hotel Booking upon submitting your Confirmed Booking.

The tax recovery charge is assessed to recover the estimated taxes that Engine, you, and/or a third party pays to the Supplier in connection with your Confirmed Booking (e.g., sales and use, occupancy, room tax, excise tax, value added and other similar taxes). The balance of the additional amount is a fee that Engine charges in connection with the handling of Confirmed Bookings.

We do not collect and remit the taxes to the applicable tax authorities. The Supplier(s) bill all applicable taxes to Engine and/or a third party, and Engine and/or a third party remit such taxes directly to the Suppliers. Taxability and the appropriate tax rate vary greatly by location. The actual tax cost paid to the Suppliers may vary from the tax recovery charge, depending upon the rates, taxability, etc. in effect at the time of the actual use of the Hotels by Members. Service fees retained by Engine for its services vary based on the amount and type of Confirmed Booking.

B. Direct Bill Hotel Confirmed Booking

All Prepaid Confirmed Booking terms and conditions set forth above apply to all Direct Bill Confirmed Bookings, except that the Total Cost of Hotel Booking for each User will be charged to the Member Account.

Direct Bill Confirmed Bookings are billed bi-weekly or monthly to Member and must be paid by Member promptly upon receipt. Any Member Account which has a past due balance of 30 days will be considered delinquent. Delinquent accounts are subject to 18% late-fee penalties and Engine reserves the right to immediately suspend or terminate Direct Bill privileges by all Users of the delinquent Member. Engine may utilize automated Member account notifications to inform Members who permit Direct Bill for their Users of upcoming Member Account payments due or of delinquent or past due Member Account payments.

Members that elect to enroll in Direct Bill Booking consent to the choice of law and jurisdiction provisions contained within Sections XXVI (A) and (C) of this Agreement.

C. Administrative Access

Each Member shall have one or more Administrators who have administrative access to such Member’s Member Account. Administrative access allows such Administrator(s) to add new Users, assign Users Direct Bill privileges, set up departments, supply or update a Corporate Travel Policy, view invoices and review travel report data. Member hereby acknowledges that all Users given administrative access to such Member’s Member Account (i.e., Administrators) will have authority to grant Direct Bill privileges to any Users.

D. Hotel Incidental Charges

Engine may, in its sole discretion, cover incidental costs charged by a Hotel relating to a Member’s Hotel stay. Such incidental charges may include, but are not limited to, in-room dining charges, damage charges, parking fees, in-room entertainment, and phone charges. In such an instance, you agree that Engine may charge the credit card used to charge the Confirmed Booking to cover the cost of such incidental charges. If the credit card used for the Confirmed Booking is no longer valid or the incidental charges are otherwise unable to be processed, Engine shall send you an invoice for such incidental charges which shall be due within thirty (30) days’ receipt. Additionally, a five-percent (5%) convenience fee may be added to the total of such incidental charges.

E. Changes to a Confirmed Booking

A Supplier may apply additional terms and conditions related to the Confirmed Booking(s) and other services provided by that Supplier (“Supplier Terms and Conditions”). You agree to abide by the Supplier Terms and Conditions imposed by the Supplier(s) with respect to your Confirmed Booking(s). Please review the Supplier Terms and Conditions associated with your Confirmed Booking(s).

You may cancel or change your Confirmed Booking unless otherwise stated in the Supplier Terms and Conditions. Some cancellations, room-night reductions, or other changes to Confirmed Bookings may result in a service fee charged in (USD) per room, per night service fee. In addition, if you cancel or change your Confirmed Booking after the cancellation policy period applicable to the Hotel you reserved or after the applicable period provided in the Supplier Terms and Conditions, the Supplier(s) may charge you one-night’s room rate, tax recovery charges, service fees or greater penalties based on the Supplier Terms and Conditions. Refunds may or may not be made for no-shows or early checkouts. See the room rate cancellation policies and other terms provided in the Supplier Terms and Conditions for complete details. You agree to pay any cancellation or change fee that you incur and agree that Engine is not responsible for any additional cancellation or change fee charged to you by Supplier.

F. Supplier Loyalty Point Programs

When making a Confirmed Booking, you may be able to enter your applicable rewards or loyalty number on the Site. Credit towards any such rewards or loyalty program shall be in the Supplier’s sole discretion and in accordance with their respective rules and policies. Confirmed Bookings cannot be made using another Supplier’s reward points.

VII. Flight Confirmed Bookings

A. Prepaid Flight Confirmed Booking

You acknowledge that airfare rates displayed on the Site are a combination of the airfare as determined by the Supplier and the facilitation fee retained by Engine for its services. You authorize Engine to book reservations for the Total Cost of Flight Booking.

Prepaid Confirmed Bookings are paid online at the time of the Confirmed Booking. You agree that your credit card will be charged for the Total Cost of Flight Booking upon submitting your Confirmed Booking.

The tax recovery charge is assessed to recover the estimated taxes that Engine, you, and/or a third party pays to the Supplier in connection with your Confirmed Booking (e.g., government imposed taxes and other similar taxes). The balance of the additional amount is a fee that Engine charges in connection with the handling of Confirmed Bookings.

We do not collect and remit the taxes to the applicable tax authorities. The Supplier(s) bill all applicable taxes to Engine and/or a third party, and Engine and/or a third party remit such taxes directly to the Suppliers. The actual tax cost paid to the Suppliers may vary from the tax recovery charge, depending upon the rates, taxability, etc. in effect at the time of the actual Confirmed Booking. Service fees retained by Engine for its services vary based on the amount and type of Confirmed Booking.

B. Changes to Flight Confirmed Bookings and Flight Status

Confirmed Bookings for flights available through the Site are subject to the published conditions of carriage and rules, including but not limited to cancellation policies, of the applicable Supplier. In case of a cancellation or no-show, you may be entitled to a refund of airport taxes and fees included in the Total Cost of Flight Booking. Any refunds provided will be in accordance with the particular airline’s cancellation policy.
You understand that Suppliers ultimately control their schedules, and they may change or cancel your flight for a variety of reasons. Whenever the airline provides Engine with information about a change or cancellation to your Confirmed Booking, Engine shall use commercially reasonable efforts to update you of the same. However, you should always refer to the Supplier’s website for the most up-to-date information.

In the event that a Supplier provides you with travel credits relating to a cancellation, no-show or schedule change, those travel credits will be stored on the Supplier’s website and not on Engine’s Site.

C. One-Way and Round-Trip Confirmed Bookings

if you book a roundtrip flight and do not use the outward flight, the Supplier may cancel the return flight without refund. You are able to purchase multiple one-way tickets on the Site rather than a round-trip fare. If you do so, you will be making separate Confirmed Bookings which may have separate and different rules and policies. Any changes made to one of your Confirmed Bookings will not affect the other Confirmed Bookings.

D. Airline Specific Rules and Prohibited Activities

All airlines will provide for their own rules and regulations. It is your responsibility to familiarize yourself with such rules and regulations as may be found on the specific Supplier’s website. Airlines retain the right to adjust flight times and schedules at any time, and may in their discretion change or cancel flights or itineraries. Different tickets on the same airline may carry different restrictions or include different services.

You agree not to purchase a ticket or tickets containing flight segments that you will not be using, such as a “point-beyond”, “hidden-city”, or “back-to-back tickets” if those practices are prohibited by the airline(s). You further agree not to purchase a round-trip ticket that you plan to use only for one-way travel if that practice is prohibited by the airline(s). You acknowledge that most airlines prohibit all such tickets, and therefore Engine cannot guarantee that the airline will honor your ticket or tickets if you engage in these practices. You agree to indemnify Engine against airline claims, on the basis of these or any other prohibited practices, for the difference between the full fare of your actual itinerary and the value of the ticket or tickets that you purchased.

E. Supplier Frequent Flyer Programs

When making a Confirmed Booking, you may be able to enter your applicable frequent flyer or loyalty number on the Site. Credit towards any program shall be in the Supplier’s sole discretion and in accordance with their respective rules and policies. Confirmed Bookings cannot be made using another Supplier’s reward points.

F. Other Flight Specific Terms

Suppliers control seating, and as such, Engine cannot guarantee the availability of specific seats, even when pre-booked. Certain Suppliers may require you to pay additional fees at the airport for certain services and/ or if you exceed certain limits as dictated by such Supplier (e.g. the number of bags or weight allowed). Certain Suppliers may charge additional fees for other services, (e.g. carryon baggage, priority boarding and seat assignments). The carriage of hazardous materials aboard aircraft in your luggage or on you is generally forbidden. Law, treaties and the Suppliers own polices normally limit a Supplier's liability for death, personal injury and other damages. Each Supplier should be consulted for complete information about its baggage and ancillary fees.

The Transportation Security Administration (“TSA”) of the U.S. Department of Homeland Security requires Engine to collect information from you for purposes of watch list screening, under the authority of 49 U.S.C. section 114, and the Intelligence Reform and Terrorism Prevention Act of 2004. TSA may share information you provide with law enforcement or intelligence agencies or others under its published system of records notice. For more on TSA Privacy policies, or to view the system of records notice and privacy impact assessment, please see TSA's Web site at www.tsa.gov.

VIII. Car Rental Confirmed Bookings

A. Prepaid Car Rental Confirmed Booking

You acknowledge that car rental rates displayed on the Site are a combination of the car rental fee as determined by the Supplier and the facilitation fee retained by Engine for its services. You authorize Engine to book reservations for the Total Cost of Car Rental Booking.

Prepaid Confirmed Bookings are paid online at the time of the Confirmed Booking. You agree that your credit card will be charged for the Total Cost of Car Rental Booking upon submitting your Confirmed Booking.

The tax recovery charge is assessed to recover the estimated taxes that Engine, you, and/or a third party pays to the Supplier in connection with your Confirmed Booking (e.g., government imposed taxes and other similar taxes). The balance of the additional amount is a fee that Engine charges in connection with the handling of Confirmed Bookings.

We do not collect and remit the taxes to the applicable tax authorities. The Supplier(s) bill all applicable taxes to Engine and/or a third party, and Engine and/or a third party remit such taxes directly to the Suppliers. The actual tax cost paid to the Suppliers may vary from the tax recovery charge, depending upon the rates, taxability, etc. in effect at the time of the actual Confirmed Booking. Service fees retained by Engine for its services vary based on the amount and type of Confirmed Booking.

B. Extra Charges

All requests for optional extras (such as child seats) must be made by you directly with the Supplier. Accordingly, Engine cannot guarantee any request for an optional extra may be honored by the Supplier and are subject to availability.

You will be responsible to the Supplier for any additional charges in the event of theft of, or damage to, the rental car and shall be payable by you to the Supplier. The Supplier may provide to you the purchase of optional extra insurance coverage at the time of pick up.

Fuel is not included in the rental price. Suppliers may charge you for refueling when the vehicle is returned.

C. Collection, Use, and Return of Rental Car

You must present your driver license at the time you collect your rental car. The Supplier will also require that you present a valid credit card upon collection. The Supplier may also charge a deposit to your credit card at the time of Collection. Engine is not responsible for the return of any security deposit charged by the Supplier at the time of rental car collection.

While different locations have varying laws and regulations, you generally must be between the ages of 21 and 75 in order to be an authorized driver of a rental car. Extra charges may be applied by the Supplier for additional drivers and can vary depending on the additional driver’s age.

The Supplier shall be entitled to impose certain restrictions of where you are able to take the rented car (i.e. outside the country, on ferries, etc.). It is your responsibility to ensure your understanding of any applicable rules imposed by the Supplier.
Unless otherwise agreed, you are responsible for returning the rental car to the same Supplier location from which it was collected and at the agreed upon time. Extra charges may be imposed by the Supplier for late returns, damages, and/or failing to return the rental car refueled.

D. Changes to a Confirmed Rental Car Booking

Supplier Terms and Conditions may apply to your Confirmed Rental Car Booking. You agree to abide by the Supplier Terms and Conditions imposed by the Supplier(s) with respect to your Confirmed Booking(s). Please review the Supplier Terms and Conditions associated with your Confirmed Booking(s).

You may only cancel or change your Confirmed Booking in accordance with the Supplier Terms and Conditions. Refunds may or may not be made for no-shows or early returns. See the cancellation policies and other terms provided in the Supplier Terms and Conditions for complete details. You agree to pay any cancellation or change fee that you incur and agree that Engine is not responsible for any additional cancellation or change fee charged to you by Supplier.

IX. Spaces Marketplace

A. Acceptance and Applicability

The Spaces Marketplace is available to both registered Users and unregistered Visitors. No Member Account is required to browse Spaces listings or submit inquiries through the Spaces Marketplace.

By accessing, browsing, or using the Spaces Marketplace in any manner, you agree to be bound by the terms of this Section IX and the following sections of this Agreement to the extent applicable: Section XXIII (Disclaimers of Warranties and Limitation of Liability), Section XXIV (Indemnification), Section XXVI (Governing Law, Disputes and Attorneys’ Fees), and Section XXIX (Waiver; Severability). By submitting an inquiry through the Spaces Marketplace, you further affirm that you are at least 18 years of age, that you possess the legal authority to create a binding obligation, and that all information provided by you is true, accurate, and complete.

For purposes of this Section IX, references to “you” shall mean any User or Visitor who accesses or uses the Spaces Marketplace.

B. Overview and Scope of Service

The Spaces Marketplace allows you to discover, browse, and compare hotel meeting rooms, event spaces, and similar venues listed on the Site. Through the Spaces Marketplace, you may submit inquiries directly to the applicable Space Provider regarding the availability, pricing, and suitability of a Space for your intended use.

You acknowledge and agree that Engine’s role with respect to the Spaces Marketplace is limited to providing an informational platform and facilitating the initial connection between you and Space Providers. Engine does not participate in, and is not a party to, any transaction, agreement, or arrangement between you and a Space Provider. Any reservation, rental, license, or use of a Space is solely between you and the applicable Space Provider and is subject to such terms and conditions as may be agreed upon between you and the Space Provider.

C. No Booking or Payment Processing

Unlike Confirmed Bookings for hotels, flights, and car rentals made through the Site, Spaces inquiries submitted through the Spaces Marketplace do not constitute a Confirmed Booking. Engine does not process, facilitate, or guarantee any reservation or payment for Spaces. All payments for the use of a Space shall be made directly between you and the Space Provider. Engine shall have no responsibility or liability for any payment, refund, chargeback, billing dispute, or financial obligation arising from or related to the use of a Space.

D. Pricing and Listing Information

Any pricing, availability, capacity, amenities, descriptions, photographs, or other listing information displayed on the Spaces Marketplace is provided to Engine by the applicable Space Provider or derived from publicly available sources, and is presented for informational and estimation purposes only. Such information may not reflect current availability or final pricing. Final pricing, terms, and availability for any Space shall be determined solely by the Space Provider and may vary based on, without limitation, the time of year, availability, duration of use, event specifications, attendee count, required services, and other factors as determined by the Space Provider.

Engine does not guarantee the accuracy, completeness, reliability, or timeliness of any information displayed on the Spaces Marketplace and disclaims all liability for any errors, omissions, or inaccuracies in such information, including but not limited to pricing estimates, photographs, amenity descriptions, or Space availability.

E. User-Space Provider Relationship

Upon submission of an inquiry through the Spaces Marketplace, you will be connected directly with the Space Provider, who will be solely responsible for responding to the inquiry, negotiating terms, and finalizing any reservation or agreement for use of the Space. Engine has no control over, and assumes no liability for, the acts, omissions, quality of service, conduct, or any other aspect of the Space Provider or the Space itself, including but not limited to: (i) the condition, safety, legality, or suitability of any Space; (ii) the truth or accuracy of any representation made by a Space Provider; (iii) the performance or non-performance of any obligation by a Space Provider; (iv) any personal injury, property damage, or other loss arising from or related to the use of a Space; or (v) any dispute between you and a Space Provider.

F. Consent to Sharing of Information

By submitting an inquiry through the Spaces Marketplace, you acknowledge and consent to Engine sharing the information you provide in the inquiry form (which may include your name, email address, phone number, company name, event details, and any other information submitted) with the applicable Space Provider for the purpose of facilitating communication regarding your inquiry. Once your information has been shared with a Space Provider, Engine has no control over the Space Provider’s use, storage, or disclosure of your information. The Space Provider’s handling of your information will be governed by such Space Provider’s own privacy policy and practices. Engine is not responsible or liable for any Space Provider’s use, misuse, or handling of your personal information. You are encouraged to review the applicable Space Provider’s privacy policy before submitting an inquiry.

G. Verified and Unverified Listings

The Spaces Marketplace may contain both verified and unverified listings. Verified listings are those for which a Space Provider has claimed and populated the listing with information directly provided by the Space Provider. Unverified listings are generated from publicly available information and have not been reviewed, claimed, or confirmed by the applicable Space Provider. Engine makes no representations or warranties regarding the accuracy or completeness of any listing, whether verified or unverified. The designation of a listing as “verified” indicates only that the Space Provider has claimed the listing and does not constitute an endorsement, recommendation, or guarantee by Engine of the Space Provider or the Space.

H. Disclaimers Specific to Spaces Marketplace

IN ADDITION TO THE GENERAL DISCLAIMERS SET FORTH IN SECTION XXIII OF THIS AGREEMENT, ENGINE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SPACES MARKETPLACE, INCLUDING BUT NOT LIMITED TO: (I) THE AVAILABILITY, QUALITY, SAFETY, OR LEGALITY OF ANY SPACE; (II) THE ACCURACY OF ANY PRICING, CAPACITY, OR AMENITY INFORMATION; (III) THE RESPONSIVENESS, RELIABILITY, OR CONDUCT OF ANY SPACE PROVIDER; (IV) THE SUITABILITY OF ANY SPACE FOR YOUR INTENDED PURPOSE; OR (V) THE OUTCOME OF ANY TRANSACTION OR INTERACTION BETWEEN YOU AND A SPACE PROVIDER. THE SPACES MARKETPLACE IS PROVIDED “AS IS” AND “AS AVAILABLE.” USE OF THE SPACES MARKETPLACE IS AT YOUR SOLE RISK.

X. Engine Travel Credits

There are multiple ways in which a Member may be eligible to earn Travel Credits on their Member Account, including but not limited to: (1) invitation of a new Member; (2) purchasing Engine’s Flex Coverage; (3) through a subscription to FlexPro; (4) in Engine’s discretion in the event of a cancellation; (5) the creation of a new Personal Account; or (6) through an approved claim under the BestPrice Program, subject to BestPrice Terms. Use of the Travel Credits is governed by the terms of this Agreement.

A. Invitation of a New Member

Any Member who refers a new Member to Engine may be eligible to receive Travel Credits. In order to be eligible to receive Travel Credits, the new Member which you refer must complete the following: (1) create a new Member Account; (2) complete a Confirmed Booking; and (3) must not cancel or request a refund of the Confirmed Booking. In the event that a new Member referred by you does not complete these steps, you will not be eligible for Travel Credits. Once the foregoing steps are completed, the Travel Credits shall be automatically loaded to your Member Account.

B. Purchasing Engine’s Flex Coverage or Subscription to FlexPro

Members may be able to purchase Flex Coverage or subscribe to FlexPro in accordance with the terms of Section XI of this Agreement. Flex Coverage is only available for a Confirmed Booking of a flight or hotel, it is not available for car rental bookings. FlexPro is solely for Hotel bookings and is not available for flight or car rental bookings. In the event that you purchase Flex Coverage or have a FlexPro subscription and need to cancel an eligible Confirmed Booking that is unable to be refunded in accordance with the terms of this Agreement, you will receive Travel Credits for such Confirmed Booking in an amount equal to the full purchase price of the Confirmed Booking, inclusive of taxes and fees paid by you, but excluding the cost of Flex Coverage of FlexPro subscription. After the cancellation is processed, the Travel Credits shall be automatically loaded to your Member Account. For more details, please refer to Sections XI of this Agreement.

C. Other Cancellations or Issues

Members may also be eligible to receive Travel Credits in the sole discretion of Engine in the event of special circumstances surrounding a cancellation of a Hotel Confirmed Booking or other customer service issue. Nothing contained in this Agreement is meant to create an obligation of Engine to provide you with Travel Credits and the decision to provide Travel Credits rests solely with Engine. In the event that you receive Travel Credits pursuant to this Subsection C, such Travel Credits shall be automatically loaded to your Member Account.

D. Creation of a New Personal Account

New Personal Accounts are eligible to receive Travel Credit upon the creation of the Personal Account. The Travel Credit will be automatically loaded to the Personal Account and will expire thirty (30) days after the Personal Account is created if not used. You agree that Engine is not obligated to provide any additional notice that the Travel Credits will be or have been removed from your Member Account. Further, you agree that Engine shall have no liability to you whatsoever relating to the expiration and removal of Travel Credits in accordance with this Subsection D.

E. Use of Travel Credits

Members who have Travel Credits on their Member Account may elect to apply them to any Confirmed Booking upon check-out. Any remaining balance owed by you after application of any Travel Credits, including applicable taxes and fees, shall remain your responsibility to pay upon check-out. For the avoidance of doubt, Travel Credits issued under the BestPrice Program are governed by the BestPrice Terms and may be subject to additional conditions set forth therein.

F. Expiration of Travel Credits

Any Travel Credits loaded to your Member Account (with the exception of Travel Credits loaded to new Personal Accounts pursuant to Section X(D) above) shall remain valid for a period of one (1) year from the date which they appear on your Member Account. In the event that you fail to use the Travel Credits within this timeframe, they will be automatically removed from your Member Account. You agree that Engine is not obligated to provide any additional notice that the Travel Credits will be or have been removed from your Member Account. Further, you agree that Engine shall have no liability to you whatsoever relating to the expiration and removal of Travel Credits in accordance with this Subsection F.

G. Travel Credits and Personal Accounts

In order to earn Travel Credits on a Personal Account, the Member must purchase the Confirmed Booking using their Personal Account. Any Travel Credits or reward points earned by Confirmed Bookings made on accounts linked to a Corporate Customer account shall not transfer to any Personal Account. In the event that a Corporate Customer account is deactivated or removed, any earned Travel Credits or reward points associated with the Corporate Customer account shall not transfer to a Personal Account and shall become void at the time of such deactivation or removal.
For the avoidance of doubt, Spaces inquiries submitted through the Spaces Marketplace do not constitute Confirmed Bookings and are not eligible for Travel Credits, Flex Coverage, FlexPro, or any other cancellation protection or credit program offered by Engine.

H. Interaction with BestPrice Program and Rewards Programs

Travel Credits issued under the BestPrice Program are non-transferable, may not be exchanged or converted to cash, and are subject to the additional terms and conditions set forth in the BestPrice Terms. In the event that a Member elects to submit a BestPrice claim with respect to a Confirmed Booking, the Member agrees to forfeit any Points or Rewards that have accrued or would otherwise accrue on the underlying Confirmed Booking, as further described in the Rewards Terms and the Engine X Rewards Terms, as applicable.

XI. Flex Coverage and FlexPro Subscriptions

Each Member may have the option to purchase Flex Coverage for a singular Flight or Hotel Confirmed Booking or subscribe to FlexPro, which will provide coverage for all Hotel Confirmed Bookings, pursuant to the terms herein. Flex Coverage is only available for a Confirmed Booking of a flight or hotel, it is not available for car rental bookings. FlexPro is solely for Hotel bookings and is not available for flight or car rental bookings. Please note, certain Member Accounts may have configurations set up by the Administrator which does not allow for purchase of Flex Coverage or subscription to FlexPro. Additionally, neither Flex Coverage or Flexpro shall be available to any group booking made. Flex Coverage and FlexPro are designed to protect you from cancellation of flight or hotel Confirmed Bookings that fall outside of Engine’s cancellation policy found in this Agreement. In the event that you purchase Flex Coverage or subscribe to FlexPro and you are unable to cancel the flight or hotel Confirmed Booking under the terms this Agreement and receive a full refund, you shall receive Travel Credits in an amount equal to the purchase price of the Hotel Confirmed Booking, inclusive of taxes and fees paid by you, excluding the price of the Flex Coverage or FlexPro subscription. These Travel Credits will be automatically loaded to your Member Account. Use of any Travel Credits is subject to the terms and conditions found in Section X of this Agreement.

A. Purchase of Flex for Hotels Coverage

The cost of Flex for Hotels coverage applicable to your single Hotel Confirmed Booking will be indicated upon check out. Once purchased, Flex for Hotels is nonrefundable regardless of whether it is utilized by you. In the event that your Hotel Confirmed Booking is eligible for cancellation and a full refund in accordance with this Agreement, you will not be eligible to receive Travel Credits, nor shall you be eligible for a refund of the cost of the purchase of Flex Coverage.

B. FlexPro Subscriptions

Each Member shall have the option of purchasing a subscription to FlexPro cancellation or modification coverage. Members may cancel their FlexPro subscription at any time; however, the cost of the FlexPro subscription is nonrefundable. The FlexPro subscription must be canceled before midnight (MST) on the day before the renewal date of the FlexPro subscription; otherwise, you will be charged for and retain another billing period for FlexPro. Cancellation or modification coverage provided by a FlexPro subscription shall only apply to: (1) Hotel Confirmed Bookings made after enrollment into the FlexPro subscription; and (2) Hotel Confirmed Bookings consumed while the FlexPro subscription is active. Upon termination of the FlexPro subscription or expiration of the FlexPro subscription term, no further cancellation or modification coverage shall be available even if a Hotel Confirmed Booking is made when the FlexPro subscription was active. Engine reserves the right to terminate a Member’s FlexPro subscription in the event that such Member’s cancellation-to-consumed booking ratio exceeds industry standards or, in Engine’s sole discretion, a Member is abusing the FlexPro program. For Members who purchase a month-to-month FlexPro subscription term, Engine may increase the price of the monthly FlexPro subscription by providing no less than thirty (30) days notice in writing.

C. Special Terms of Flex for Hotels and FlexPro Subscriptions

In order to be eligible to utilize Flex for Hotels or your FlexPro Subscription, you must: (i) change your check out date on your itinerary found in your Member Account no later than 12:00-noon local time of your new check out date; and (ii) check out at the front desk of the Hotel at the time of your changed departure date. Failure to do so may result in you being deemed ineligible to receive the benefits outlined in this Section XI.
In the event of a violation of this Subsection (C), Engine reserves the right to debit any travel credits provided to you, delay receipt of travel credits in your Member Account, cancel your FlexPro subscription without refund, and/or prevent you from utilizing Flex Coverage or FlexPro on any future bookings.

FlexPro is designed to offer Members and Users with the flexibility to change travel plans without incurring additional fees. However, FlexPro does not constitute an insurance policy nor is it an insurance contract. FlexPro is not designed to replace any third-party travel insurance product which may be obtained by you.

D. Flex for Flights Coverage

Members shall be eligible to purchase Flex for Flights, which provides Members with the ability to cancel their flight for any reason up to two (2) hours before the first scheduled flight departure. To be eligible for participation in the Program, you must meet the following criteria: (i) be a Member booking a flight through your Member Account which is noted as eligible for the Flex for Flight add-on (availability of Flex for Flights will be noted on the check-out screen when you make a Confirmed Booking) and (ii) the Confirmed Booking must meet the specific airline and fare requirements designated by Engine.

In the event of an eligible cancellation, the Member will receive Engine Travel Credit in an amount equal to the Confirmed Booking, excluding the cost of Flex for Flight coverage and any booking fees. Engine Travel Credit will be issued within seven (7) days of cancellation and shall be subject to the terms contained in Section X of this Agreement.

The cost of Flex for Flights shall be noted at the time of your purchase of a Confirmed Booking. The price of the Flex for Flight coverage add-on is based on a percentage of the total flight cost and the number of passengers on the Confirmed Booking. Flex for Flights coverage will only be available for certain airlines and fares and will be noted on the check-out screen when you make a Confirmed Booking.

The total price for Flex for Flights coverage is recalculated only when a modification results in a refund and will not exceed the original total coverage price. Fare price increases do not increase the cost of Flex for Flights coverage. Fare price decreases result in an immediate refund of the difference in fare and a corresponding reduction in the total cost of Flex for Flights coverage. Booking fees are tied to the original booking and are not recalculated, refunded, or adjusted due to modifications.

In order to cancel a flight under the Flex for Flights program, you must cancel your Confirmed Booking through your Member Account no later than two (2) hours prior to your flight in order to be eligible for Travel Credit reimbursement. Cancellations made directly with the airline are not eligible for reimbursement under this program.

E. Restrictions and Exceptions to Flex for Flights Coverage

Flex for Flights does not include flight changes, and no reimbursement will be provided for any other changes made to the flight itinerary outside of full cancellation. Flex for Flights will not cover any Hotel Confirmed Booking and is not included in your FlexPro subscription. Flex for Flights is available exclusively for cancellations made before the first scheduled flight departure. If you cancel only part of your Confirmed Booking, you will not be eligible for reimbursement under the Program.

The Department of Transportation “Refund Rule” shall apply when an airline cancels or changes a flight. This rule is distinct from the Flex for Flights coverage, which allows Members to cancel flights at their discretion. In the event your Confirmed Booking is subject to the Refund Rule, you will not be eligible to receive Travel Credits under this Agreement. If a Confirmed Booking is canceled by the airline or is subject to Irregular Operations (“IROPs”) due to natural disasters or other extraordinary events, you may be entitled to compensation through the airline’s IROPs policy. In such an event, you will not receive Travel Credits under this Agreement.

F. Intended Purpose of Flex Coverage and FlexPro; Exclusions

Flex Coverage and FlexPro are designed to provide Members and Users with flexibility when travel plans change unexpectedly. These products are intended to cover situations where a Member or User needs to cancel or modify a Confirmed Booking due to unforeseen changes in schedule, itinerary, or travel needs.

Flex Coverage and FlexPro are not designed to, and shall not, cover or apply to any cancellation, early check-out, or modification of a Confirmed Booking that results from, in whole or in part: (i) a Member or User being asked or required to leave a Supplier property due to disruptive, unruly, or inappropriate behavior; (ii) a Member or User being involuntarily removed or ejected from a Supplier property for any reason; (iii) damage caused by a Member or User to any Supplier property, room, equipment, or furnishings, whether discovered prior to or after check-out; (iv) a violation of any Supplier’s rules, policies, or terms and conditions by the Member or User; or (v) any conduct by the Member or User that constitutes a breach of this Agreement, including but not limited to violations of Section XII (Prohibited and Infringing Items and Activities).

Engine reserves the right, in its sole discretion, to: (a) deny any Flex Coverage or FlexPro claim; (b) reverse, debit, or reclaim any refund or Travel Credits previously issued under Flex Coverage or FlexPro; and (c) terminate a Member’s or User’s access to Flex Coverage or FlexPro, in any case where Engine determines that the Member or User has abused Flex Coverage or FlexPro, submitted a claim under circumstances described in the preceding paragraph, or otherwise engaged in conduct that violates this Agreement. Engine may exercise these rights at any time, including after Travel Credits have been issued, upon receipt of information from a Supplier or through Engine’s own investigation. Engine’s determination regarding abuse or ineligibility of a claim shall be final.

XII. Prohibited and Infringing Items and Activities

You are solely responsible for your conduct and activities on and in connection with the Site, including but not limited to your interactions with Suppliers, Engine employees, contractors, and customer service representatives, as well as your conduct at any Supplier property in connection with a Confirmed Booking or use of Engine’s services, and for the accuracy of your “Personal Information” that you submit to Engine. “Personal Information” is information that identifies you personally, either alone or in combination with other information available to Engine. Examples of Personal Information include your name, address, email address, and telephone number.

Your Personal Information, use of the Site, and conduct in connection with Engine’s services (including your interactions with Suppliers and Engine personnel) shall not:

1. Be false, inaccurate or misleading;
2. Be fraudulent;
3. Violate this Agreement, any policy referenced herein, or any applicable law, statute, ordinance or regulation;
4. Abuse or misuse the Engine.com services accorded to you;
5. Be a vehicle to sell, assign, transfer or acquire, or to offer to sell, assign, transfer or acquire any Confirmed Booking other than in accordance with this Agreement;
6. Infringe upon Engine’s or any third-party’s trademark, copyright or other proprietary or intellectual property rights or rights of publicity or privacy, including without limitation, the unauthorized modification, copying, distributing, transmitting, publishing, displaying, licensing, or creation of derivative works of any content obtained from the Site;
7. Be defamatory, trade libelous, impersonate any person, or falsely state or otherwise misrepresent your affiliation with any person, through for example, the unauthorized use of business names, trade names or trademarks, or through the use of a similar email address or nickname, or any other method or device;
8. Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
9. Modify, adapt or hack the Site or modify another website so as to falsely imply that it is associated with the Site;
10. Appear to create liability for Engine or cause Engine to lose (in whole or in part) the services of Engine’s ISPs or technology provider;
11. Falsely state, impersonate or otherwise misrepresent your identity, including but not limited to the use of a pseudonym;
12. Include any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
13. Contain software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of Engine, Engine’s technology provider, the Suppliers and the Site;
14. Engage in abusive, harassing, threatening, or inappropriate behavior toward Engine employees, contractors, Suppliers, or their respective representatives, including but not limited to verbal abuse, threats, discriminatory remarks, or any conduct that creates a hostile or unsafe environment, whether such conduct occurs via telephone, email, chat, in person at a Supplier property, or any other communication channel;
15. Use the Site or any Engine communication channel to post, transmit, or distribute content that is defamatory, obscene, abusive, harassing, or otherwise objectionable;
16. Cause damage to, deface, or destroy any property of a Supplier, including but not limited to hotel rooms, furnishings, equipment, common areas, or any other Supplier property, whether intentionally or through reckless or negligent conduct;
17. Engage in conduct at a Supplier property that results in the Member or User being asked to leave, involuntarily removed, or ejected from the property, including but not limited to disorderly conduct, violation of the Supplier’s rules or policies, excessive noise, illegal activity, or any behavior that disrupts other guests or Supplier operations; and
18. Engage in any conduct in connection with Engine’s services or at any Supplier property that is unlawful, disruptive, or otherwise inconsistent with the standards of behavior reasonably expected of business travelers.

Furthermore, you may not use the Site, interact with Suppliers, or consummate any transaction that was initiated using Engine’s services in any manner that could cause Engine to violate any applicable law, statute, ordinance or regulation, or that could damage Engine’s reputation or relationships with its Suppliers.

Any violation of this Section XII may result, without notice or delay, in Enforcement Actions.

XIII. Privacy

By agreeing to this Agreement, you agree to the terms of our Privacy Policy, which is expressly incorporated herein and subject to the terms of this Agreement. Before using our Site, please carefully review our Privacy Policy. All Personal Information provided to us as a result of your use of the Site will be handled in accordance with our Privacy Policy.

XIV. Member Representations and Warranties

You agree to use the Site to make only legitimate Confirmed Bookings and shall not use the Site to make any speculative, false or fraudulent Confirmed Bookings or any Confirmed Bookings in anticipation of demand. You agree to be financially responsible for all uses of the Site as well as for the use of your name and any credit card account to pay for products and services purchased through the Site. You also warrant that all information supplied by you or anyone else in using the Site is true and accurate.

XV. Engine Rewards Programs

Engine offers two distinct rewards programs through which eligible Members may earn and redeem rewards in connection with their use of Engine’s services: (1) the Engine Rewards Program, and (2) the Engine X Rewards Program (each, a “Rewards Program,” and collectively, the “Rewards Programs”). Each Rewards Program is governed by its own program-specific terms, as described below and referenced above. In the event of a conflict between this Agreement and the applicable program-specific terms with respect to a Rewards Program, the program-specific terms shall control.

A. Engine Rewards Program

The Engine Rewards Program is Engine’s loyalty program under which eligible Members may earn points (“Points”) for making and completing Confirmed Bookings on hotels or other Engine-approved travel services, and redeem available Points for future Confirmed Bookings or as a statement credit applied to a Direct Bill Account balance. Participation in the Engine Rewards Program is subject to the Engine Rewards Terms, which are incorporated herein by reference.

Enrollment in the Engine Rewards Program is voluntary and is not automatic upon creation of a Member Account. To participate, a Member must enroll through the applicable enrollment page. The Member’s Account must be in good standing at all times during participation. Points earned under the Engine Rewards Program have no cash value, are non-transferable, and are subject to the earning, redemption, expiration, and forfeiture provisions set forth in the Rewards Terms.

The Engine Rewards Program includes multiple membership tiers, with tier-qualification thresholds, accrual rates, and benefits as described in the Rewards Terms and your Engine Rewards dashboard. Membership status is evaluated on a calendar-year basis and may change if the minimum required levels of Completed Confirmed Bookings are not maintained.

B. Engine X Rewards Program

The Engine X Card Rewards Program is a rewards program available to Members who hold an Engine X Card Account in good standing. Under the Engine X Rewards Program, Members may accrue rewards (“Rewards”) based on qualifying transactions made using the Engine X Card, including both eligible travel transactions booked through the Engine platform and other qualifying purchases. Participation in the Engine X Rewards Program is subject to the Engine X Rewards Terms, which are incorporated herein by reference.

The exact Rewards rate applicable to any transaction will be displayed in the Member’s account dashboard and may vary based on transaction type and the Member’s participation level or tier.Rewards accrued under the Engine X Rewards Program have no cash value, are non-transferable, and may be redeemed as a statement credit applied to the Card Account balance or toward Confirmed Bookings.

Rewards are subject to the earning, accrual, redemption, expiration, and forfeiture provisions set forth in the Engine X Rewards Terms. Enrollment in the Engine X Card Rewards Program requires an active Engine X Card Account in good standing. An Administrator may enroll on behalf of the Company. The Issuing Bank is not a party to, nor has any liability under, the Card Rewards Terms.

C. Interaction Between the Rewards Programs

The Engine Rewards Program and the Engine X Rewards Program are separate programs with independent terms, earning structures, and reward balances. Points earned under the Engine Rewards Program and Rewards earned under the Engine X Rewards Program are not interchangeable, combinable, or transferable between programs unless Engine expressly provides otherwise.

Members who previously participated in the Engine Rewards Program and who migrate to the Engine X Card may have their existing reward balances transferred or converted in accordance with the migration provisions set forth in the Engine X Rewards Terms.

D. General Provisions Applicable to Both Rewards Programs

Engine reserves the right, in its sole discretion, to modify, suspend, or terminate either Rewards Program at any time, with or without notice, including changes to the rules for earning and redeeming Points or Rewards, membership tiers, qualification requirements, and associated benefits. Continued participation in either Rewards Program following any such changes constitutes acceptance of the revised terms.

Engine further reserves the right to suspend or terminate a Member’s participation in either Rewards Program if the Member’s Account is not in good standing, if amounts owed to Engine remain unpaid, or if Engine determines that the Member has engaged in fraud, abuse, or any conduct inconsistent with the applicable program terms. Upon suspension, termination, or closure of a Member Account, any accrued Points, Rewards, or pending rewards may be forfeited in accordance with the applicable program-specific terms.

For detailed information regarding earning rates, tier qualifications, redemption options, expiration policies, and all other program mechanics, Members should refer to the respective Rewards Terms for each program and their Engine Rewards dashboard.

XVI. Engine X Card Program

Engine, in partnership with Fifth Third Bank, National Association (“Issuing Bank”), and Stripe, Inc. (“Stripe”), offers the Engine X Card, a charge card program for eligible Members. Use of the Engine X Card is subject to the Engine X Program Terms and the Issuing Bank Terms (as defined in the Engine X Program Terms), each of which is incorporated herein by reference. In the event of a conflict between this Agreement and the Engine X Program Terms with respect to the Engine X Card, the Engine X Program Terms shall control.

XVII. BestPrice Program

Engine offers the BestPrice Program, an optional price-match program under which eligible hotel bookings may be re-priced after booking. If a Member finds a lower qualifying price within the timeframe specified in the BestPrice Terms, the Member may submit a claim to receive a Travel Credit for the price difference. Participation in the BestPrice Program is subject to the BestPrice Terms, which are incorporated herein by reference. In the event of a conflict between this Agreement and the BestPrice Terms with respect to the BestPrice Program, the BestPrice Terms shall control.

XVIII. Access and Interference

The Site may contain robot exclusion headers which contain internal rules for software usage. Much of the information on and technology incorporated into the Site is updated on a real-time basis and is proprietary to or is licensed to Engine by Suppliers and third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose whatsoever, unless Engine provides prior written permission.

XIX. Intellectual Property Contained in or on the Site and Use of Corporate Customer’s Trademarks

A. Copyrights and Other Intellectual Property

Unless otherwise indicated, the Site and the design, text, source code, booking engine technology, content, selection, arrangement and organization of elements, graphics, design, compilation, and other matters related to the Site (the “Site Content”) are protected under applicable intellectual property and other proprietary laws, including without limitation those of the United States. All Site Content and intellectual property rights therein are the property of either Engine, the Suppliers or third-party providers and are protected pursuant to applicable copyright, patent, trademark and other intellectual property laws.

You, as a Member, have a limited, personal, nontransferable, non-exclusive right to use the Site Content to view and otherwise to use the Site in accordance with this Agreement and for no other purpose, provided that you (i) do not modify or redistribute the Site Content; (ii) retain any and all copyright and other proprietary notices contained in the Site Content; (iii) do not copy or post the Site Content on any network computer or broadcast the Site Content in any media; and (iv) do not reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code or any underlying intellectual property used on the Site. Any unauthorized use, reproduction or redistribution of the Site Content is expressly prohibited, and may result, without notice or delay, in Enforcement Actions. Engine reserves all other rights in and to its intellectual property.

B. Trademarks

“Engine,” “Engine.com.” “FlexPro,” “Hotel Engine,” “HotelEngine.com,” and any and all other trademarks, service marks and logos appearing on the Site, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of Engine (the “Marks”). You are not authorized to display or use the Marks in any manner without Engine’s prior written permission.
Additionally, you are not authorized to use trademarks, company names, and/or service marks of other trademark owners, if any, featured on the Site without the prior written permission of such owners.

C. Use of Corporate Customer’s Trademarks

Unless otherwise expressly stated in any other agreement between a Corporate Customer and Engine, during the term of this Agreement, each Corporate Customer grants to Engine a non-exclusive, non-assignable, limited license to use such Corporate Customer’s name and logo (collectively, the “Corporate Customer Marks”) solely for the purpose of marketing that such Corporate Customer is a customer of Engine either on the Site or on other official publications or marketing materials of Engine. Any additional use of the Corporate Customer Mark’s by Engine shall require the prior written consent of such Corporate Customer. Engine shall not use the Corporate Customer Marks in a manner that is disparaging to such Corporate Customer or its products or services, or portrays such Corporate Customer in a false, competitively adverse or poor light. Engine’s use of the Corporate Customer Marks under this Agreement, and the goodwill associated with such use, inures to the benefit such Corporate Customer, and Engine shall not register or attempt to register, in any jurisdiction, any trademarks or designations confusingly similar or dilutive of the Corporate Customer Marks. Such license granted by such Corporate Customer to Engine to use the Corporate Customer Marks shall immediately terminate upon any termination of this Agreement.

XX. Other Businesses

The Site may contain links to other websites that are owned and operated by third parties. You acknowledge that Engine is not responsible for the operation of or the content located on or through any such third-party websites. An advertisement of, or link to, an unrelated third-party website does not mean that we approve, endorse or accept any responsibility for that website. Engine does not make any representations or give any warranties of any kind about other third-party websites, the content thereof, or the products and/or services made available through such websites. Before you use a third-party website, you should review the applicable terms and conditions and privacy policy of such third-party website.

XXI. Duty of Care

Engine offers a Duty of Care product designed to help Members monitor and support the safety of their traveling employees. Duty of Care provides real-time safety alerts and travel risk information to help Administrators and Users make informed travel decisions.

A. Availability and Cost

Duty of Care is provided to Members at no additional cost and does not require a separate subscription. To access Duty of Care features, an Administrator must activate the product within the Member Account settings. Once activated, Duty of Care features will be available to the Member and its authorized Users.

B. Third-Party Information Provider

Safety alerts and travel risk information provided through Duty of Care are supplied by International SOS (“ISOS”), an independent third-party service provider. While ISOS strives to provide accurate and timely information, Engine makes no representations or warranties regarding the accuracy, completeness, or timeliness of any safety alerts or travel risk information provided through Duty of Care. Engine is not liable for any errors, omissions, or misinformation contained in such alerts or information.

C. User Responsibility

Duty of Care is provided as a supplemental informational resource only and is not intended to replace independent judgment or professional advice regarding travel safety. You are solely responsible for making your own travel decisions and should exercise discretion when relying on any safety alerts or travel risk information. You are encouraged to consult official government travel advisories and other authoritative sources before and during travel. Engine shall not be liable for any decisions made or actions taken based on information provided through Duty of Care.

D. Data Privacy

Use of Duty of Care may involve the collection and sharing of User location data and travel itinerary information with ISOS for the purpose of providing relevant safety alerts. By activating and using Duty of Care, you consent to such data collection and sharing. All data collection and use is subject to Engine’s Privacy Policy.

XXII. Travel Precautions

Please consult the travel advisory issued and updated by the U.S. State Department for information concerning any warnings or dangers associated with travel to a particular area. You are advised to contact the Center for Disease Control in Atlanta, concerning any required or suggested medical treatments to your selected destination(s).

XXIII. Disclaimers of Warranties and Limitation of Liability

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES PUBLISHED ON THE SITE MAY INCLUDE INACCURACIES OR ERRORS, INCLUDING PRICING ERRORS. UNLESS OTHERWISE PROVIDED HEREIN, ENGINE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.

IN PARTICULAR, ENGINE DOES NOT GUARANTEE THE ACCURACY, RELIABILITY, OR USEFULNESS OF, AND DISCLAIMS ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO THE INFORMATION AND DESCRIPTION OF THE HOTEL AND OTHER TRAVEL PRODUCTS AND SERVICES DISPLAYED ON THE SITE (INCLUDING, WITHOUT LIMITATION, THE PRICING, PHOTOGRAPHS, LIST OF HOTEL AMENITIES, AVAILABILITY, ETC.), AS WELL AS ALL INFORMATION, PRICING ESTIMATES, DESCRIPTIONS, PHOTOGRAPHS, AND OTHER CONTENT DISPLAYED ON THE SPACES MARKETPLACE, MUCH OF WHICH INFORMATION IS PROVIDED BY THE RESPECTIVE SUPPLIERS. SPECIFICALLY, YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ADDITIONAL CHARGES THAT A SUPPLIER MAY REQUIRE DUE TO THE INACCURACY OF PRICING PROVIDED ON THE SITE. IN ADDITION, ENGINE EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS ON THE SITE AND/OR ON PENDING CONFIRMED BOOKINGS MADE UNDER AN INCORRECT PRICE. IN SUCH EVENT, IF AVAILABLE, WE WILL OFFER YOU THE OPPORTUNITY TO KEEP YOUR PENDING CONFIRMED BOOKING AT THE CORRECT PRICE OR WE WILL CANCEL YOUR CONFIRMED BOOKING WITHOUT PENALTY.

HOTEL RATINGS DISPLAYED ON THE SITE ARE INTENDED AS ONLY GENERAL GUIDELINES, AND ENGINE DOES NOT GUARANTEE THE ACCURACY OF THE RATINGS. ENGINE MAKES NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC PRODUCTS AND SERVICES. ENGINE AND/OR THE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES ON THE SITE AT ANY TIME.
ENGINE MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON THIS SITE FOR ANY PURPOSE, AND THE INCLUSION OR OFFERING OF ANY PRODUCTS OR SERVICES ON THE SITE BY A THIRD PARTY DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES BY ENGINE.

ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ENGINE DISCLAIMS ALL WARRANTIES AND CONDITIONS (1) THAT THE SITE, ITS SERVERS OR ANY EMAIL SENT FROM ENGINE AND/OR THE SUPPLIERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (2) THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) THAT ANY DEFECTS WILL BE CORRECTED. ENGINE DOES NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, DELAY, MISDELIVERY, FAILURE TO UPDATE OR INCLUDE INFORMATION ON THE SITE, INABILITY TO USE ANY DATA OR INFORMATION ON THE SITE (INCLUDING WITHOUT LIMITATION THE INABILITY TO USE THE SITE FOR CONFIRMED BOOKINGS OR TO REDEEM REWARD POINTS), OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, REWARD POINTS OR OTHER DATA. ENGINE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

THE SUPPLIERS AND OTHER THIRD PARTIES PROVIDING TRAVEL OR OTHER SERVICES ON THE SITE ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF ENGINE. ENGINE IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH SUPPLIERS OR THIRD PARTIES OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. ENGINE MAKES NO WARRANTIES, HAS NO LIABILITY, AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND ITS DIRECT CONTROL, AND ENGINE HAS NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSION, DELAY, OR ACT OF ANY GOVERNMENT OR AUTHORITY.

IN ADDITION, ENGINE NEITHER WARRANTS NOR REPRESENTS THAT YOUR USE OF THE SITE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE SITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO ENGINE.

ENGINE ALSO DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY AND INFORMATION (INCLUDING PERSONAL INFORMATION).

BY FACILITATING CONFIRMED BOOKINGS AT VARIOUS NATIONAL AND INTERNATIONAL DESTINATIONS, ENGINE DOES NOT REPRESENT OR WARRANT THAT TRAVEL TO ANY DESTINATION IS ADVISABLE OR WITHOUT RISK. ENGINE IS NOT LIABLE FOR DAMAGES, INJURIES OF ANY KIND OR LOSSES THAT MAY RESULT FROM TRAVEL TO ANY DESTINATION.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ENGINE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO, DISPLAY OF OR USE OF THE SITE OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY OR USE THE SITE (INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE UPON ANY OPINIONS APPEARING ON THE SITE; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED SITES, PRODUCTS, AND SERVICES OBTAINED THROUGH THE SITE; OR OTHERWISE ARISING OUT OF THE ACCESS TO, DISPLAY OF OR USE OF THE SITE) WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ENGINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND FOR THE SERVICES AND PRODUCTS OFFERED ON THE SITE. YOUR ONLY REMEDY AGAINST ENGINE FOR DISSATISFACTION WITH THE SITE OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE SITE IS TO STOP USING THE SITE. THAT SAID, IF ENGINE IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE, ENGINE’S LIABILITY SHALL NOT EXCEED THE AMOUNT OF ANY TRANSACTION FEES AND/OR SERVICE CHARGES PAID BY CLAIMANT TO ENGINE FOR THE SERVICES AND/OR DATA WITH RESPECT TO WHICH LIABILITY IS FOUND.

ALL LIMITATIONS OF DAMAGES SET FORTH IN YOUR CONFIRMED BOOKING(S) AND/OR IN THE SUPPLIER’S TERMS AND CONDITIONS RELATED TO YOUR CONFIRMED BOOKING(S) ARE INCORPORATED INTO THIS AGREEMENT BY REFERENCE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. FURTHER, SOME STATES DO NOT PERMIT LIMITATIONS OR EXCLUSIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

XXIV. Indemnification

YOU AGREE TO INDEMNIFY, DEFEND AGAINST AND HOLD HARMLESS ENGINE AND (AS APPLICABLE) ENGINE’S PARENT, SUBSIDIARIES, AFFILIATES, MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES AND EMPLOYEES, FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF (1) YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS AND POLICIES IT INCORPORATES BY REFERENCE, INCLUDING BUT NOT LIMITED TO THE REWARDS TERMS, ENGINE X PROGRAM TERMS, ENGINE X REWARDS TERMS AND BESTPRICE TERMS; (2) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY; AND/OR (3) YOUR USE OF THE SITE.

XXV. Termination

A. Mutual Rights of Termination

You may terminate this Agreement, and consequently your Member Account for any or no reason, at any time, with written notice to Engine pursuant to Section XXVII. This notice will be effective upon Engine processing your notice.

Engine may terminate this Agreement and your Member Account for any reason or no reason, at any time, with or without notice, so long as such termination does not violate any applicable law.

Termination under this Subsection A shall be effective immediately or as may be specified in the notice.

B. Termination by Breach

Without limiting any other remedies, Engine may, without notice, delay or immediately issue a warning to a Member, temporarily suspend a Member, temporarily or indefinitely suspend a Member’s account privileges, terminate a Member’s Member Account, prohibit access to the Site by Member or any of Member's Administrators or Users, and take technical and legal steps to keep a Member and its Users off the Site and refuse to provide services to a Member and its Users if any of the following apply:

1. Engine suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a Member or any User has breached any provision of this Agreement, the Privacy Policy, or other policy documents incorporated herein;
2. Member or any of the Member’s Users or Administrators transfers, shares or otherwise allows access to a Member Account or any content of the site to any unauthorized user, without the written consent of Engine;
3. Engine is unable to verify or authenticate any Personal Information; or
4. Engine believes that (a) the Member or its Users are acting inconsistently with the letter or spirit of Engine’s policies; (b) the Member or its Users' has engaged in improper or fraudulent activity in connection with the Site; or (c) the Member’s actions may cause legal liability or financial loss to Engine.

C. Termination by Death of Member

Membership will terminate automatically upon the death or dissolution of the Member.

D. Effect of Termination

Upon the termination of this Agreement and your Member Account, you lose access to Engine’s services on the Site, and you may also be barred from any future use of the Site. Termination of this Agreement shall also result in the termination of your participation in the Engine Rewards Program, Engine X Program, Engine X Rewards Program, and the BestPrice Program, and the forfeiture of any accrued points, Rewards or pending BestPrice claims, in each case in accordance with the applicable program-specific terms. Sections XXIII through XXXII shall survive any termination, as well as all applicable terms related to post-termination actions provided in this Agreement, Privacy Policy or other policies incorporated herein.

XXVI. Governing Law, Disputes and Attorneys’ Fees

A. Governing Law / Jurisdiction

This Agreement is made under, and shall be interpreted and enforced in accordance with, applicable federal laws and the laws of the State of Colorado, United States, without giving effect to those principles of conflict of laws which might otherwise require the application of the laws of another jurisdiction or country, including, without limitation, any treaty to which the United States may be a party.

Further, you and Engine agree to the jurisdiction of the District Court of the 2nd Judicial District Denver County, State of Colorado and/or the U.S. District Court of Colorado to resolve any dispute, claim or controversy that relates to or arises in connection with this Agreement (and any non-contractual disputes / claims relating to or arising in connection with them) and is not subject to mandatory arbitration under Section XXVI(B).

B. Mediation and Arbitration

Except as provided in Sections XXV (Termination) and XXVI(D) (Injunctive Relief), in the event that there is a controversy, disagreement or dispute between you and Engine related to the formation, interpretation, performance, enforcement, breach or subject matter of this Agreement, the designated representatives of each of the parties hereto shall immediately confer and devote their efforts to resolving any such dispute reasonably, and in good faith. If the controversy, disagreement or dispute cannot be resolved informally, the matter shall be submitted for binding arbitration to a mutually selected impartial third-party arbitrator. Arbitration shall take place in Denver, Colorado, unless both parties mutually agree on another location. In the event you and Engine are unable to agree upon an arbitrator, the parties consent to the appointment of the same by the American Arbitration Association. Any award rendered in arbitration shall be in writing and shall be final and binding on you and Engine, and judgment may be entered thereon in any court of competent jurisdiction.

Any Member or User who disputes charges is required to pay for any and all court and legal fees associated with the resolution of the dispute. The minimum amount that shall be paid to Engine for any and all disputes that are escalated to court to recover court fees is $500.

If a Member or User disputes charges on a credit card without first attempting to resolve the dispute directly with Engine, and such dispute is determined by Engine to be without merit, Engine reserves the right to suspend or terminate the Member’s or User’s account. Members and Users are encouraged to contact Engine directly to resolve any billing concerns before initiating a credit card dispute.

C. Past Due Invoices

Notwithstanding the foregoing, Engine shall have the right to institute an action for the collection of past due invoices in the District Court of the 2nd Judicial District Denver County, State of Colorado and/or the U.S. District Court of Colorado.

D. Injunctive Relief

Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief.

E. Attorneys' Fees and Costs

In any action brought to enforce any of the provisions of this Agreement or for injunctive relief, the party that receives a final judgment or award following the exhaustion of, or expiration of time for taking, all appeals, and which substantially prevails on the claims and defenses raised in the action, shall be entitled to recover its attorneys’ fees and costs incurred at arbitration, trial, a hearing, and in any appeal of such claims and defenses, including any fees and costs incurred prior to commencement of said proceedings. In the event each party prevails on some claims or defenses, you and Engine agree that the arbitrator or trial court shall determine which is the “prevailing” party on each claim or defense entitled to an attorneys’ fees and costs awarded hereunder and the resulting portion of the total attorneys’ fees and costs award, if any, each party is entitled to recover from the other.

XXVII. Notices

Except as explicitly stated otherwise, any notices to Engine shall be given by certified mail, postage prepaid and return receipt requested to:

HotelEngine, Inc.
Attn: Engine Terms of Service
1601 Wewatta Street, Suite 250
Denver, CO 80202
United States

Additionally, Engine accepts service of process at the address provided in this section on Notices.

Alternatively, you may give Engine notice by email to the email address provided at the end of this Agreement. In such case, notice to Engine shall be deemed given 24 hours after the email is sent. Any notices that you provide without compliance with this section on Notices shall have no legal effect.

Engine may give you notice by email to the email address that you provide to Engine when you set up your Member Account, or to your most current email address contained in Engine’s records at the time of such notice. Notice to you shall be deemed given 24 hours after the email is sent, unless Engine is notified that the email address is invalid. Alternatively, Engine may give you notice by certified mail, postage prepaid and return receipt requested, to the mailing address provided to Engine when you set up your Member Account, or to your most current mailing address contained in Engine’s records at the time of such notice. In such case, notice shall be deemed given on the date of mailing.

XXVIII. Entire Agreement

This Agreement, along with the policies and program-specific terms referenced herein, constitute the entire agreement between you and Engine, and the provisions hereof shall supersede any and all prior agreements or understandings relating to the same subject matter.

XXIX. Waiver; Severability

Failure to enforce any provision of this Agreement shall not constitute a waiver of any future enforcement of that provision or any other term hereof. If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

XXX. No Agency
The relationship between Engine, the Suppliers, and you will be that of a broker, rooms provider, marketplace operator, and customer respectively, and none of the parties listed or any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other.

XXXI. Captions

The captions and headings used throughout this Agreement are for reference only, and do not expand, limit or in any way affect the meaning or interpretation of any provision hereof.

XXXII. Binding Effect

This Agreement shall be binding upon and benefit the parties hereto, their representatives and permitted assigns.

Questions Regarding This Agreement

If you have any questions or concerns regarding this Agreement, please contact Engine by telephone, email, fax or postal mail:

HotelEngine, Inc.
Attn: Engine Terms of Service
1601 Wewatta Street, Suite 250
Denver, CO 80202 United States
Phone: 855-567-4683
Fax: 877.700.8995
Email: support@engine.com

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