Hotel Credit Association
PO Box 459 Grafton, IL 62037
These are the Terms and Conditions by which Hotel Credit Association will provide to you (the member/subscriber) the information which you have requested. Hotel Credit Association does not agree to be bound to any terms that conflict with or differ from those set forth below. Hotel Credit Association will be referred to as HCA in these Terms and Conditions of Agreement.
1.HCA will provide to the hotel services and grants the hotel the limited right to use the information obtained through HCA for your own internal use in connection with a business credit transaction and not for resale or redistribution to any parties. HCA express written permission is required before any portion of this information may be copied or otherwise disseminated to parties. HCA reserves all rights, title and interest in the information provided via HCA. This contract, and your right to use the information provided via HCA is conditioned upon your acceptance of the Terms and Conditions. 2.Member Warranties and Indemnities. You warrant to HCA that you will request and use the information and services to be provided by HCA pursuant to this Agreement solely for the purpose of evaluating actual or contemplated business transactions involving the business entity to which the information relates. You further warrant that your use of HCA services described in this Agreement shall comply with all applicable federal, state, and local laws, statutes and regulations and except as required by law, you will not divulge, sell or transfer the information provided by HCA to any third party without HCA's prior consent. You agree to defend, indemnify and hold HCA harmless against all third-party claims resulting in or threatened to result in damages, loss or expense, including reasonable attorney fees, arising out of your misuse of the information, services and products provided by HCA under this Agreement. 3.Prices and Changes. You agree to pay the Credit Profile fees to HCA for services in accordance with the Service Agreement set forth. All prices and fees are exclusive of applicable taxes and duties and you agree to be responsible for all such taxes and duties. Prices are subject to change with 60 days written notice. All amounts stated are based upon and payable in U.S. Funds. For the purpose of this agreement, an International Credit Profile shall be any credit inquires requested and provided outside the US and/or Canada. 4.Termination. Either party may terminate this Agreement at any time by written notice to the other party. Upon termination, member/subscriber shall be invoiced for the amount of the final services performed by HCA and the payment terms set forth in paragraph 3 above shall apply. 5.Invoicing and Payment. HCA will provide you a monthly usage statement reflecting your usage of HCA services and the amounts charged for these services. Payment for monthly inquiry usage fees will be due within 30 days of receipt of an accurate invoice. HCA reserves the right to add a late fee penalty to all delinquent invoices not paid within a 60 day period at the rate of $10.00 to be added to your account. Nothing shall relieve you of your obligation to pay HCA for contracted services in this Agreement. 6.Member Non-Disclosure. Except as required by law, you agree that any information obtained through HCA described herein will be maintained in strict confidence and will not be disclosed to any third party or employees who do not have a need to know. In the event disclosure is required by law, you agree to provide HCA reasonable prior written notice of any such disclosure. 7.Limitations of HCA's Liability. HCA will not be liable for any loss or injury to you which arises out of or is connected to HCA's obligation under this Agreement, except for the gross negligence or willful misconduct of HCA. Under no circumstance will HCA be liable for consequential, incidental or special damages, however arising, even if HCA has been advised of the possibility of such damage. 8.HCA Warranty. HCA warrants that it will use reasonable care to assure the accuracy of the information to be provided to you pursuant to this Agreement. HCA does not warrant the comprehensiveness, completeness, accuracy, or adequacy for any particular use or purpose of the information provided via HCA. You understand that HCA does not undertake a separate investigation for each inquiry you make, rather HCA maintains a database, updated on a periodic basis, from which you solicit the most current information available at the time of your inquiry. You recognize further that HCA cannot and does not guarantee or warrant that the information provided pursuant to this Agreement is correct, current, merchantable or fit for your intended purpose. The foregoing is our complete Agreement regarding the subject of warranties to be provided by the HCA under this Agreement and HCA disclaims any other or additional warranties, implied or expressed, including, without limitation, warranties of merchantability of fitness for a particular purpose. 9.Choice Of Law. Not withstanding your location, this Agreement will be deemed to be executed in the state of Illinois, USA, and will be governed in accordance with the procedural and substantive laws of the State of Illinois, USA. 10.Savings Clause. This Agreement shall be deemed to be severable and, if any provision is determined to be void or unenforceable, then such provision will be deemed severed and the remainder of the Agreement shall be enforced. 11.Entire Agreement. The foregoing is the entire agreement of the parties and supersedes all other agreements, communications or understanding, whether written or oral. This Agreement may not be modified except by Written Amendment signed by the authorized representatives of both parties. 12. Assignability. In the event HCA ownership is sold/transferred, HCA shall be allowed to assign this contract without the prior approval of member/subscriber. Member/subscriber shall not assign this contract without the prior written approval of HCA, which shall not be unreasonably withheld.