Acceptance of the Terms and Conditions

This Terms of Use Agreement, along with all other agreements, disclaimers and disclosures displayed on Site (collectively, the “Agreement”) states the terms and conditions under which you may use the website located at www.magnahospitality.com and any related subdomains, redirects, emails, and/or other applications operated by said website, and all content and services available and accessible therein (collectively, the “Site”). Please read this Agreement carefully before browsing the Site, and the included linked information such as the Privacy Policy, which are hereby incorporated by reference into this Agreement. This Site is provided by Magna Hospitality Group, L.C. (“Magna”) and contains various information in the form of data, text, reports, software, graphics, videos, photographs, templates, agreements, other writings and images, and other materials relating to and/or provided by Magna and its third-party content providers (collectively, the “Content”).

By accessing, browsing and/or using this Site and its Content, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement. You cannot use this Site if you do not accept the terms of this Agreement. If you are using the Site on behalf of an entity, you represent and warrant that you have full authority to bind that entity to the terms of this Agreement.

Magna reserves the right to amend this Agreement at any time and from time to time. You should check this Agreement, available through a link on all of the Site’s pages, each time you use the Site to determine if any changes have been made. If you use the Site after the amended Agreement has been posted, you will be deemed to have agreed to the amended Agreement.

Age Restriction

The Site may be accessed and used only by individuals who can form legally binding contracts under applicable laws, who are at least 18 years of age or the age of majority in their state or territory of residence (if higher than 18), and who are not barred from using the Site under applicable laws.

General Use

 Your right to use the Content is conditioned on your compliance with the terms of this Agreement.  All content on this Site is protected by copyright. Permission is hereby granted to electronically copy and to print in hard copy, limited portions of the Content published by Magna on this Site for the sole purpose of using the Content contained therein for personal informational and non-commercial use.  No right, title, or interest in any Content is transferred to you as a result of copying, printing, or any downloading of such Content. Except as specifically permitted herein, you have no other rights in the Site or Content, and you are not authorized and may not use the Site or any of its Content to do the following without the prior written approval of Magna or the applicable copyright owner:

a.      modify, edit, reproduce, distribute, download, refurbish, transmit, adopt, post electronically or mechanically, create derivative works of, reverse engineer, alter, enhance, or in any way exploit any portion of the Site or the Content in any manner;

b.     publicly display or publicly perform, reproduces or distributes any part of the Content;

c.      violate any local, state, national, foreign or international statute, law, regulation, order or other treaty;

d.     stalk, harass or harm another individual or entity;

e.     impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;

f.      interfere with or disrupt the Site or the Content, servers or networks connected to the Site;

g.      data mining, robots or similar data-gathering or extraction methods in connection with the site and Content; attempt to gain unauthorized access to any portion of the Site, or any other accounts, computer systems, servers, or networks connected to the Site; or

h.     for any other use of the Content on this Site, including for public or commercial purposes.

In the event of breach of any of the terms of this Agreement, the licenses granted in this Agreement will terminate automatically and you must immediately destroy any downloaded or printed Content (and any copies of the Content). Any opinions expressed through the Content of this Site are the opinions of the particular author and may not reflect the opinions of Magna.

 Use of Cookies

This Site may use cookies. Cookies are alphanumeric identifiers that we transfer to your computer’s hard drive through your web browser to help us identify you when you come to our Services. For more information about the types of cookies we use, how we and third parties use them, and your choices with respect to cookies, please see our Privacy Policy.

 Intellectual Property Rights

 You acknowledge that this Site and various elements contained therein are protected by copyrights, trademarks, trade secrets, patents, or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. You also acknowledge that the Content is and shall remain the property of Magna or its licensors. You agree to comply with all intellectual property laws, and you shall not encumber any interest in, or assert any rights, title or interest to, the Content. You may not modify, transmit, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part. However, you may electronically copy or print a reasonable number of hard copies of the Content for your personal and non-commercial use provided that you maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices.

Trademarks

 The Site and Content includes registered and unregistered trademark that are the property of Magna. Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Magna’s trademarks displayed on this Site, without our prior written permission in each instance. All goodwill generated from the use of Magna’s trademarks will inure to the benefit of Magna.

Linking and Framing

 Magna prohibits the use of any links to the Site from any other websites unless establishment of such a link is approved in advance in writing by Magna. You may not frame any elements of this Site with any other website without Magna’s prior written permission.

Communications with Magna

 Please be advised that we cannot guarantee the confidentiality of any communication or material transmitted to us via the Site or via electronic mail. Accordingly, we suggest that you use caution when transmitting any information to us via the Internet. Magna expressly disclaims any liability for damages resulting from third-party interception of your communications with us via the Internet. If you choose to send us any information via the Site or via e-mail, you do so solely at your own risk.

You agree not to submit or transmit through the Site, including through any contact or inquiry form, any content that is unlawful, threatening, abusive, defamatory, obscene, infringing, or otherwise objectionable, or that contains viruses or other harmful computer code. Magna has no obligation to monitor, review, or respond to any communications or submissions made through the Site, and Magna reserves the right, but has no obligation, to remove, disregard, or decline to respond to any such submission, in its sole discretion and without notice.

Links to Other Websites

 This Agreement governs only this Site and not any third party websites (“Third-Party Sites”). Any link to a Third-Party Site is not an endorsement of the content or services in that linked Third-Party Site. Magna expressly disclaims any responsibility for the content, the accuracy of the information and any products or services available on any Third-Party Sites. If you decide to access linked Third-Party Sites, you do so at your own risk. You should direct any concerns regarding any Third-Party Sites to the administrator of the applicable Third-Party Site. You should also refer to the separate terms of use, privacy policies and other rules posted on Third-Party Sites before you use them.

Disclaimer of Warranties

 YOU ACKNOWLEDGE AND AGREE THAT THIS SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NONE OF MAGNA, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “MAGNA PARTIES”) GUARANTEES THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY OR USEFULNESS OF ANY PORTION OF THE SITE. NONE OF THE MAGNA PARTIES WARRANT THAT THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY SPECIFIC INFORMATION THAT IS REQUESTED WILL BE PROVIDED OR THAT THIS SITE OR ITS SERVER ARE OR WILL BE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE AND THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE CONTENT OR SERVICES IS ASSUMED SOLELY BY YOU. NONE OF THE MAGNA PARTIES MAKES ANY, AND HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL, REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS USED AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR DATA.

Limitation of Liability

 UNDER NO CIRCUMSTANCES WILL ANY OF THE MAGNA PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THIS SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS SITE. IN NO EVENT SHALL ANY OF THE MAGNA PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE SITE OR THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS THE MAGNA PARTIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE IS TO STOP USING THIS SITE.

Indemnification

You agree to make Magna and its shareholders, partners, members, directors, officers, co-branders, subsidiaries, parents, employees, and agents, whole for any and all claims, losses, liabilities, and expenses (including attorneys’ fees and costs) arising from any violation of this Agreement.

Operational Locality

 Magna controls and operates this Site from our headquarters in the United States of America and the entirety of this Site may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, you are solely responsible for following applicable local laws. Without limiting the generality of the foregoing, you expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws of the United States. You are prohibited from any use of the Site that would constitute an illegal offense, give rise to liability or otherwise violate any applicable local, state, national or international law or regulation.

Suspension and Termination

Magna reserves the right, in its sole discretion and without prior notice or liability, to suspend, restrict, or terminate your access to all or any part of the Site or Content at any time and for any reason or no reason, including if we believe you have violated this Agreement. Upon any such suspension or termination, the restrictions on use of the Content and the provisions of this Agreement that by their nature should survive will continue to apply.

 Notices

 Except as otherwise stated in this Agreement, any notice required or permitted to be given under this Agreement shall be in writing and sent to Magna at info@magnahospitality.com.

 Feedback and Submissions

 Unless expressly provided otherwise, if you send or transmit any communications, comments, questions, suggestions, or related materials to us, whether by letter, email, telephone, or otherwise (collectively “Feedback”), suggesting or recommending changes to the Site or the Content, including new features or functionality relating to the Site or the Content, all such Feedback is and will be treated as non-confidential and non-proprietary. You assign all right, title, and interest in, and Magna is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever. Where the above-assignment is prohibited by law, you grant us an exclusive, transferable, worldwide, royalty-free, fully paid-up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. You understand and agree that we are not obligated to use, display, reproduce, or distribute any ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel our use, display, reproduction, or distribution.

This section also applies to materials, or other content you submit to Magna through the Site, which Magna may retain and use for the purposes described in this Agreement and Magna’s Privacy Policy.

 Dispute Resolution

 This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island, except with regard to its conflicts or choice of law rules. You shall comply with all laws, rules and regulations which are now or hereinafter promulgated by any government authority or agency which govern or apply to the operation and use of the Site. You agree that the exclusive venue for any dispute, claim, or controversy arising out of or relating to this Agreement or your use of the Site shall be the state or federal courts located in Rhode Island and you irrevocably consent and submit to the personal jurisdiction of such courts and waive any objection to venue there.

Modifications

Magna reserves the right to change, suspend, or discontinue all or any part of this Site or the Content at any time without prior notice or liability. Magna also reserves the right to change, update, add, or remove provisions of the terms of this Agreement at any time without prior notice or liability. The paragraph headings herein are provided only for reference and shall have no effect on the construction or interpretation of this Agreement. By using this Site, you agree to be bound by any such modifications to the Site, Content or terms of the Agreement, and should therefore, periodically visit this page to determine the current terms of the Agreement to which you are bound. It is your sole responsibility to check the Site from time to time to view any such changes to the terms of the Agreement. If you do not agree to any modifications, you must immediately stop using the Site.

Miscellaneous

In the event that any portion of this Agreement is held to be invalid or unenforceable, such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect. The sections of this Agreement entitled Intellectual Property Rights, Disclaimer of Warranties, Limitation of Liability, Indemnification, Operational Locality, and Miscellaneous shall survive the termination of this Agreement.

You expressly absolve and release Magna from any claim of harm resulting from a cause beyond their control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorist activities or governmental restrictions. You may not assign this Agreement. No waiver shall be effective unless in writing.

 This Agreement contains the entire agreement of the parties concerning your use of this Site and supersedes all prior or existing agreements and all other oral, written, or other communication between the parties concerning its subject matter.