PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.
Proper Hospitality, LLC and its affiliates, properties and property owners (collectively, “Proper” or “us” or “we”), require that all visitors to this website adhere to the following terms and conditions of use (these “Terms”). These Terms govern your use of our online services, any content or information therein, the www.properhotel.com, www.avalon-hotel.com, www.thehoteljune.com, www.inglesideinn.com and www.venicevhotel.com, any subdomains of such websites, and any other website pages on which services are provided by us (collectively, the “Website”). By accessing and using the Website, you agree, on your own behalf and on behalf of any corporation or other legal entity that you represent or for which you access the Website (your “Company”), to be bound by and comply with these Terms and to comply with all applicable laws and regulations. If you do not agree to these Terms, you are not authorized to use the Website.
1. CHANGES TO THESE TERMS AND THE WEBSITE
We may change these Terms at any time, and all such changes are effective immediately upon notice, which we may give by any means, including, but not limited to, by posting a revised version of these Terms or other notice on the Website. You should view these Terms often to stay informed of changes that may affect you. Your use of the Website constitutes your continuing agreement to be bound by these Terms, as they are amended from time to time. We expressly reserve the right to make any changes that we deem appropriate from time to time to the Website or to any information, text, data, databases, graphics, images, sound recordings, audio and visual clips, logos, software, opportunities, features, services, and other materials within the Website (all such materials, and any compilation, collection, or arrangement thereof, collectively the “Content”).
3. INTELLECTUAL PROPERTY
You understand and agree that we own, or (where applicable) we have lawfully licensed from third parties, all right, title, and interest in and to the Website and all of the Content. You acknowledge and agree that the Content constitutes valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries, and that you acquire no ownership interest by accessing or using the Website or the Content. Such intellectual property and proprietary rights may include, but are not limited to, copyrights, trademarks and service marks, trade dress, and trade secrets, and all such rights are the property of Proper or its licensors and Content providers.
4. COPYRIGHT POLICY
If you believe in good faith that any Content has been copied in a way that constitutes copyright infringement, you may forward the following information to Proper Hospitality, 1437 7th Street, Suite 250, Santa Monica, C90401A , Attn: Legal Department: (i) your contact information, including your name, address, telephone number, and email address; (ii) dentification and description of each copyrighted work that you claim has been infringed; (iii) the exact URL or location of the material that you claim is infringing; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (v) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and (vi) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owners.
5. LICENSE TO ACCESS AND USE
5.1 You may access and use this Website only for your personal use (or, if accessing the Website on behalf of a Company, only your Company’s own internal use). Any other access to or use of the Website or the Content constitutes a violation of these Terms and may violate applicable copyright, trademark, or other laws. We make no representation that Website or Content is appropriate or available for use in your location. A reference to a product or service on the Website does not imply that such product or service is or will be available in your location. The content of the Website, including advertising content, is intended for use and display only where its use and display are permissible in accordance with applicable laws and regulations. Each product or service is void where prohibited by law.
5.2 WITH RESPECT TO HOTEL RESIDENCES, THESE MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION OF ANY KIND, NOR ARE THEY INTENDED TO BE DISTRIBUTED IN OR CONSTITUTE AN OFFER IN ANY STATE OR COUNTRY IN WHICH PROPER OR THE APPLICABLE DEVELOPER OF A PROJECT HAS NOT REGISTERED TO SELL PROPERTY, IF REQUIRED.
5.3 You may not access, use, or copy any portion of the Website or of the Content through the use of bots, spiders, scrapers, web crawlers, indexing agents, or other automated devices or mechanisms. You agree not to remove or modify any copyright notice or trademark legend, author attribution, or other notice placed on or contained within any of the Content. Except as expressly authorized by us in writing, in no event will you reproduce, redistribute, duplicate, copy, sell, resell, or exploit for any commercial purpose any portion of the Website or the Content or any access to or use of the Website or the Content.
6. RESTRICTIONS ON ACCESS
6.1 You represent and agree that all information that you provide to us in connection with your access to and use of the Website is true, accurate, and complete to the best of your knowledge and belief. Proper reserves the right, in its sole discretion, to terminate your access to all or part of the Website, without notice or liability, for any reason, including, but not limited to: (a) the unauthorized use of any username or password; or (b) the breach of any agreement between you and Proper, including, without limitation, these Terms. Following any such termination of access, you will continue to be bound hereunder to the fullest extent applicable.
6.2 Upon being notified that your access is terminated, you must destroy any materials you have obtained from the Website. You may not access the Website after your access is terminated without our written approval. After terminating your access, Proper will retain all rights, including all intellectual property rights, proprietary rights, and licenses retained in these Terms, and the limitations upon your use and treatment of Content will remain in full force.
7. USER CONDUCT
7.1 In connection with your access and use of the Website and that of any person authorized by you to access and use the Website, you are responsible for complying with all applicable laws, regulations, and policies of all relevant jurisdictions, including all applicable local rules regarding online conduct. Specifically, in connection with your use of the Website, neither you nor the
Company may cause or permit any person to do any of the following:
a. use the Website or Content for any unlawful purpose;
b. use the Website to post or transmit any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
c. impose an unreasonably or disproportionately large load on the Website or otherwise interfere with or inhibit any other user of this Website from using or enjoying the Website;
d. use the Website to post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, harassing, or otherwise objectionable information or communication of any kind;
e. use the Website to post or transmit any information which is invasive of another’s privacy or publicity rights or that otherwise violates or infringes in any way upon the rights of others; and
f. use the Website to post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes, or other unsolicited commercial communication.
7.2 You will be financially accountable for all uses of the Website by you and anyone using your password and login information. You may only use the Website to make legitimate reservations or purchases in good faith for use by you and your invited guests only. You may not use the Website to make reservations for other purposes, including without limitation, reselling, impermissibly assigning or posting on third party websites, or making speculative, false or fraudulent reservations, or any reservation in anticipation of demand.
8. PROMOTIONAL AND OTHER INFORMATION
8.1 We may make information regarding specific programs, offers or promotions, which we are conducting, available on the Website. Any such program, offer or promotion is subject to the specific terms, conditions and restrictions listed on the Websites in connection with such program, offer or promotion. We reserve the right to alter or withdraw any program, offer or promotion at any time. Each program, offer and promotion is void where prohibited by law. Please refer to and read carefully the terms, conditions and restrictions included on the Website in connection with each program, offer or promotion.
8.2 This Website may contain technical inaccuracies and typographical errors, including but not limited to inaccuracies relating to pricing or availability applicable to your transaction. We do not assume responsibility or liability for any such inaccuracies, errors or omissions, and shall have no obligation to honor reservations or information affected by such inaccuracies. We reserve the right to make changes, corrections, cancellations and/or improvements to the Website, and to the products and programs described on the Website, at any time without notice, including after confirmation of a transaction.
9.1 By disclosing or offering any information to us, including comments, photos, event details, computer files, documents, graphics, suggestions, ideas, feedback or other information (each, a “Submission”), either through your use of the Website or otherwise, you authorize Proper to make such copies thereof as we deem necessary, including to facilitate the posting and storage of the Submission on the Website. By making a Submission, you automatically grant, and you represent and warrant that you have the right to grant, to Proper an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Submission for any purpose, commercial, advertising, or otherwise, on or in connection with the Website or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Submission, and to grant and authorize sub licenses of the foregoing.
9.2 By making a Submission, you represent that you have all requisite rights to, and are authorized to disclose, all of the information contained in the Submission. You are fully responsible for any Submission you make and for the legality, reliability, appropriateness, and originality thereof.
9.3 You agree that we have no obligation to, but may monitor and review information you transmit over the Website. You agree that we may censor, edit, remove or prohibit the transmission or receipt of any information that we deem inappropriate or in violation of these Terms, and use any such information as necessary to provide the Website and/or to protect our rights or properties. You agree that we may also monitor and review stored information without restriction. You hereby acknowledge and consent to such monitoring and reviewing.
10.1 Proper takes such commercially reasonable measures as it deems appropriate to secure and protect information transmitted to and from the Website. Nevertheless, we cannot and do not guarantee that any such transmissions are or will be totally secure. You are responsible for maintaining the confidentiality of any information about you, including any username and any password used in connection with your use of the Website. You agree to notify Proper immediately if you discover loss or access to such information by another party not under your control and supervision. Proper will not be liable for any loss or damage arising from the unauthorized use of your username or password.
10.2 YOU AGREE THAT NEITHER WE NOR ANY PROPERTY OWNERS OR OTHER PROVIDERS OF PRODUCTS OR SERVICES RELATED TO THIS WEBSITE ARE RESPONSIBLE OR LIABLE IN ANY WAY FOR INJURY, LOSS OR DAMAGE TO YOUR COMPUTER, OR INTERCEPTION OR USE OF CREDIT CARD INFORMATION OR OTHER PERSONALLY IDENTIFIABLE INFORMATION, RELATED TO OR RESULTING FROM USE OF THE WEBSITE OR ANY SITES LINKED OR ASSOCIATED WITH THIS SITE.
10.3 PROPER MAKES NO WARRANTY OR REPRESENTATION REGARDING OF CONFIDENTIALITY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THIS WEBSITE OR ANY SITE LINKED TO THIS WEBSITE. YOU AGREE THAT NEITHER US, NOR ANY OTHER PROPERTY OWNERS OR PROVIDERS OF PRODUCTS OR SERVICES RELATED TO THIS WEBSITE, ARE RESPONSIBLE FOR THE CONFIDENTIALITY OF ANY INFORMATION, (INCLUDING WITHOUT LIMITATION CREDIT CARD INFORMATION, PERSONALLY IDENTIFIABLE INFORMATION, EMAIL ADDRESS, PHONE NUMBER, ETC.), AND NEITHER WE, NOR ANY OTHER PROPERTY OWNERS OR PROVIDERS OF PRODUCTS OR SERVICES RELATED TO THIS WEBSITE, ARE RESPONSIBLE FOR ANY DAMAGES THAT MAY ARISE FROM DISCLOSURE OF SUCH INFORMATION.
11. USE OF TRADEMARKS
You may not, without our express written permission, use any Proper trademarks or service marks for any purpose. We may grant, deny, or revoke any such permission in our sole discretion.
12.1 This Website may include hyperlinks to other websites which are not maintained by Proper. We are not responsible for the content of such external websites and we make no representations whatsoever concerning the content or accuracy of, opinions expressed in, or other links provided by such websites. The inclusion of any hyperlink to external websites does not imply endorsement by Proper of those websites or any products or services referred to therein. The terms of service and privacy policies applicable to external websites may be different from those applicable to our Website. If you decide to access any external website through a link within our Website, you do so entirely at your own risk, and Proper will have no liability for any loss or damage arising from your access or use of any external website. Since Proper does not endorse and is not responsible for the availability of these websites, or their contents, you should direct any concerns regarding an external website to the administrator of that website. You agree that you will bring no suit or claim against us arising from or based upon any such use of external websites. Hyperlinks to other websites that are provided on the Website are not intended to imply that: (a) we are affiliated or associated with any external website; or (b) any linked site is authorized to use any of our trademarks, trade names, logos, or copyrights.
12.2 . If you link to the Website, you agree that you will not misrepresent your relationship with us or present false or misleading impressions about us. No hyperlinks to the Website may be used in a manner that implies or suggests that Proper approves or endorses you, your website, or your goods and services. We will have no responsibility or liability for any content appearing on your website. No hyperlink may appear on any page on your website or within any context containing content or materials that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
12.3 We reserve the right, at any time and in our sole discretion, to request that you remove from your website all hyperlinks or any particular hyperlink to the Website. We may at any time, in our sole discretion, with or without cause, withdraw your right to link to any pages on the Website. Upon our request, you agree to immediately remove all hyperlinks to the Website. Thereafter, your posting of any future hyperlinks to the Website will require our express written permission.
13. TRAVEL DESTINATIONS
Travel to certain destinations may involve greater risk than others. We urge you to review travel prohibitions, warnings, announcements and advisories issued by the United States Government prior to booking travel to international destinations. Information on conditions in various countries and the level of risk associated with travel to particular international destinations can be found at www.state.gov, www.tsa.gov, www.dot.gov, www.faa.gov, www.cdc.gov, www.treas.gov/ofac and www.customs.gov.
NEITHER WE, NOR ANY OTHER PROPERTY OWNERS OR PROVIDERS OF PRODUCTS OR SERVICES RELATED TO THIS WEBSITE REPRESENT OR WARRANT THAT TRAVEL TO, OR ACCOMMODATIONS IN, DESTINATIONS WHERE SERVICES ARE OFFERED VIA THIS WEBSITE IS ADVISABLE OR WITHOUT RISK, AND ARE NOT LIABLE FOR DAMAGES OR LOSSES THAT MAY RESULT FROM TRAVEL TO, OR STAYING IN, SUCH DESTINATIONS.
14. DATA USE AND INTERNATIONAL TRAVEL CONSENTS.
14.1. Consent to Electronic Communications.
The Website and our services may include certain features and services that may be available via your mobile phone, including, without limitation: (a) the ability to receive and reply to messages and to send content and messages using text messaging (Mobile Texts), and (b) the ability to access the Website from your mobile phone (Mobile Web) (collectively, the “Mobile Services”). We do not charge for Mobile Services. Your carrier’s normal messaging, data and other rates and fees will still apply. Certain Mobile Services may be incompatible with your carrier or mobile device. By using the Mobile Services you affirmatively agree that we may communicate with you regarding the Website and our partners by SMS, MMS, text message, or other electronic means to your mobile device and that certain information about your usage of the Mobile Services will be communicated to us.
You agree that in connection with the Mobile Services for which you are registered we may send communications to your mobile device regarding us or other parties. Further, we may collect information related to your use of the Mobile Services. If you have registered for Mobile Services, you agree to notify us of any changes to your mobile number and update your account(s) on the Website to reflect this change.
By registering via this Website, or by sending us or our affiliates emails, faxes, push notifications, or text or voice messages, you are communicating with us electronically. And in doing so, you expressly consent to receive communications from us electronically via email, fax, push notification, or voice or text message, whether pre-recorded or auto-dialed (“Digital Means”). We will communicate with you by the aforementioned Digital Means, or by posting notices on this Website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Your carrier’s normal messaging, data, and other rates and fees will still apply.
14.2. International Users Consent to Cross-border Transfers of Personal Information.
For those Website users who are located outside the United States, you acknowledge and expressly consent to our use of your personal information, which at times will be accessible by individuals who are located worldwide including in countries that the European Commission or other geopolitical regions that have not been determined to provide the same level of data protection as in your country, province, territory or geopolitical region, and that such information may be accessed by the courts, law enforcement and national security authorities of such jurisdictions. By providing us with your personal information, you are consenting to our use of your personal information in accordance with these Terms and the terms of our third-party service providers, including the transfer of your information across international boundaries, including areas outside of the European Economic Area (“EEA”), to jurisdictions anywhere in the world as permitted by local law.
15. PROPERTY RESERVATIONS GENERAL TERMS.
15.1 In addition to the other terms and conditions specified on this Website regarding our properties, the following general terms and conditions apply to reservations booked on this Website.
a. Cancellation policies and other information about specific room reservations and properties may vary by property and by the type of reservation. Individual rate rules, tax information, applicable charges and cancellation policies are displayed in the booking engine section of the Website, once you have entered check-in dates and selected a room type.
b. If you plan to travel with your pet, we recommend that you confirm directly with the property that they do, indeed, accept pets. Proper accepts NO RESPONSIBILITY for an individual property’s pet policy.
c. For non-US properties, rates confirmed in USD may be converted to local currency by the property at your time of stay, based on the exchange rate used by the property and are subject to exchange rate fluctuations. Credit card charges are subject to additional currency conversions by banks or credit card companies, which are not within our or the property’s control and may impact the amount charged to your credit card.
d. Reservations made by one or more individuals or by an agency on the Website, on behalf of one or more proposed guests, and involving more than ten (10) rooms at the same property for the same period of stay, must be directly through the property. If more than ten (10) rooms at the same property for the same period of stay are booked through any other method, we reserve the right to impose additional requirements on such reservations.
e. Requests for specific features such as bedding type or non-smoking rooms are simply that, and while most properties will strive to honor your requests, neither we nor the property guarantee that your request will be honored.
f. Some rates have special requirements such as AAA membership or proof of age at check-in. Verify that you qualify for the rate that you have booked. Properties are not obligated to honor this rate if you do not provide proof of qualification at check-in.
THE USE OF THIS WEBSITE BY YOU AND YOUR COMPANY IS AT YOUR AND ITS SOLE RISK. ACCORDINGLY, THE WEBSITE AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED, TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, PROPER AND ITS PROPERTY OWNERS AND CONTENT-PROVIDERS DO NOT WARRANT THAT: (a) THE USE OF THIS WEBSITE OR ANY THIRD PARTY SITE WILL BE UNINTERRUPTED OR ERROR-FREE; (b) THAT THE USE OF THIS WEBSITE OR ANY SUCH THIRD PARTY SITE WILL ALLOW YOU TO OBTAIN ANY PARTICULAR RESULTS WHATSOEVER; (c) THE CONTENT OR ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THIS WEBSITE OR ANY THIRD PARTY SITE ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, OR OF ANY PARTICULAR VALUE OR QUALITY; (d) THAT ANY DEFECTS IN THE WEBSITE OR IN THE CONTENT WILL BE CORRECTED; OR (e) THAT THE WEBSITE AND THE CONTENT ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS.
17. LIMITATION OF LIABILITY
17.1 In no event will Proper or its affiliates, property owners, contractors, suppliers, content-providers, and other similar entities, and the officers, directors, employees, representatives, and agents of each of the foregoing (collectively, the “Proper Parties”), be liable to you, your Company, or any third party for any losses or damages, alleged under any legal theory, arising out of or in connection with: (a) your use of, or reliance on, the Website or the Content; (b) the Proper Parties’ performance of or failure to perform their obligations in connection with these Terms; (c) the defamatory, offensive, or illegal conduct of other users of the Website or of third parties; or (d) your purchase or use of any goods or services provided by third parties.
17.2 Under no circumstances will the Proper Parties be liable to you, your Company, or any third party for any indirect, consequential, incidental, punitive, special, or similar damages or costs (including, but not limited to, lost profits or data, loss of goodwill, loss of or damage to property, loss of use, business interruption, loss of contracts; loss of anticipated savings; wasted management or office time; claims of third parties, and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise) arising out of or in connection with these Terms or the use of the Website or the Content, or the transmission of information to or from the Website over the Internet, even if they were advised, knew, or should have known of the possibility of such damages or costs. In a jurisdiction that does not allow the exclusion or limitation of liability for certain damages, the liability of the Proper Parties will be limited in accordance with these Terms to the extent permitted by law.
17.3 Without limiting any of the foregoing, if the Proper Parties are found liable to you or to any third party as a result of any claims or other matters arising under or in connection with these Terms, the Website, or your use of the Website, the maximum liability for all such claims and other matters will not exceed $100 in any calendar year.
You agree to defend and indemnify the Proper Parties and their officers, directors, employees, representatives, and agents, against all claims, demands, suits, or other proceedings, and all resulting loss, damage, liability, cost, and expense (including reasonable attorneys’ fees), made by any third party arising out of: (a) content, data, or information that you submit, post to, or transmit through the Website; (b) your access to and use of the Content, the Website, and other materials, products, and services available on or through the Website and the Proper Parties; (c) your violation of these Terms; (d) your violation of any rights of any third party; (e) your website; and (f) any unauthorized use of a username, password, or account number. We reserve, and you grant to us, the right to assume the exclusive defense and control of any matter subject to indemnification by you.
These Terms will be construed and enforced in accordance with the laws of the State of California. You and your Company agree that any cause of action arising under these Terms or otherwise involving this Website will be brought exclusively in the United States District Court for the Central District of California or in any California state court having jurisdiction over the matter. You and your Company expressly consent to jurisdiction and venue in such courts.
20. WAIVER OF JURY TRIAL
YOU HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RELATING TO THESE TERMS AND THE MATTERS CONTEMPLATED HEREBY.
21.2 Our electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms.
21.3 Any provisions of these Terms that are reasonably inferable to have been intended to survive termination (including, but not limited to, any provisions regarding limitation of our liability or indemnification) will continue in effect beyond any such termination of access to this Website.
21.4 These Terms do not confer any rights, remedies, or benefits upon any person other than you.
21.5 We may assign our rights and duties under these Terms at any time to any third party without notice. You may not assign these Terms without our prior written consent.
21.6 Our waiver of any breach of these Terms will not be a waiver of any preceding or subsequent breach thereof.
21.7 If any provision of these Terms is held to be invalid or unenforceable, that provision will be stricken and will not affect the validity and enforceability of any remaining provisions.
21.8 Possible evidence of use of the Website for illegal purposes will be provided to law enforcement authorities.
21.9 Discontinuation of use of this Website is your sole right and remedy for any dissatisfaction with the Website or any of the Content.
21.10 If we take any action to enforce this Agreement, we will be entitled to recover from you, and you agree to pay, all reasonable and necessary attorneys’ fees and any cost of litigation, in addition to any other relief, at law or in equity, to which we may be entitled.
21.11 YOU HEREBY WAIVE ANY AND ALL RIGHTS TO BRING ANY CLAIM OR ACTION RELATED TO THIS WEBSITE BEYOND ONE (1) YEAR AFTER THE FIRST OCCURRENCE OF THE KIND OF ACT, EVENT, CONDITION OR OMISSION UPON WHICH SUCH CLAIM OR ACTION IS BASED.
22. OTHER AGREEMENTS
If you have entered into a separate agreement with Proper with respect to your use of the Website or any Content, that agreement will supersede these Terms to the extent they are in conflict.
Please contact us with any questions regarding the Website or these Terms at:
1437 7th Street, Suite 250
Santa Monica, CA 90401
Attn: Legal Department
BY ACCESSING AND USING THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS