Starwood Preferred Business - Terms and Conditions

Participation in the Starwood Preferred Business(SM) program (the "Program") is subject to the following terms and conditions:

PROGRAM ELIGIBILITY:

Companies that participate in the Program ("Member Companies") must be legal corporate entities registered with the government of the Member Company's country, and with a valid tax ID number, business number, or other equivalent documentation.
The Program is not available to companies that participate in any other Starwood Hotels & Resorts Worldwide, Inc. ("Starwood") sales programs (including, but not limited to SET Preferred(SM) or Global Preference).
Employees designated by the Member Company ("Employee Member" and collectively with Member Companies, "Members") are eligible to participate in the Program. Starwood has the right to request confirmation of employment for any Employee Member designated by Member Company for participation in the Program. Member Companies are required to advise Starwood if an Employee Member leaves the company.
Notwithstanding anything to the contrary contained herein, a Member's eligibility to participate (and to continue participation) in the Program is at the sole discretion of Starwood. If at any time the following criteria are not met, then Starwood may remove all Program benefits from the Member Company and their Employee Members:
- Maintain at least three (3) Employee Members with "Active" (as defined below) Starwood Preferred Guest(SM) ("SPG") accounts.
- Have a minimum of twenty-five (25) qualifying room nights OR ten (10) qualifying stays at Starwood hotels within a calendar year based on the total number of qualifying room nights and stays recorded in SPG accounts assigned to Employee Members in connection with the Program.

GENERAL PROGRAM:

1. Starwood may change the Program rules, Terms and Conditions, processes, regulations, travel or other awards, and special offers at any time, with or without notice. This means that changes may be initiated that affect, but are not limited to, strategic marketing partner affiliations, rules for earning Starpoints®, Starpoint redemption levels required for specific awards, rules for the use of awards, continued availability of awards, award inventory, award types, and the features of special offers. Starwood reserves the right to terminate the entire Program with six months advance notice to all then-Active Members (as defined below), and immediately upon notice in the case of a termination relating to the substitution of a new replacement program. This means that the right of a Preferred Business(SM) Employee Member to accumulate Starpoints and claim awards can be terminated six months after we give notice. All Starpoints (and the value thereof) unredeemed as of the conclusion of the six-month notice period shall be forfeited to Starwood without remuneration or any further obligation or liability, and no award claims shall be honored thereafter. Members will be considered "Active" so long as they have earned Starpoints as a result of activities at "Participating Starwood Properties" (as defined below) during the previous twelve months. Starpoints resulting from transfers or earnings from other programs do not count toward Active status. Participating Starwood Properties shall mean all hotels which are owned, operated, franchised or managed by Starwood or its affiliates, which elect to participate in the Program. Members acknowledge that individual Starwood properties will make independent determinations regarding participation in the Program and that Starwood does not control the participation decision of its individual properties.

2. Membership in the Program is free and is available to Members based in municipalities that legally permit participation in frequent stay programs. Employees of Starwood and any of its subsidiaries and affiliates are not eligible to participate in the Program.

3. Fraud or abuse concerning Starpoints, award usage, membership privileges, or benefits is subject to appropriate administrative and/or legal action by Starwood, including the forfeiture of accumulated Starpoints, the termination of Program membership and privileges for either or both the Member Company and/or Employee Member, and any legal or equitable remedies. At any time, if a computer virus, bug, or other technical problem, including but not limited to any electronic, hardware or software program, network, Internet, or computer malfunction; failure or difficulty of any kind, or any condition caused by events beyond the reasonable control of Starwood, regardless of the cause, affects, compromises, or corrupts the administration or security of the Program, Starwood shall, in its sole discretion, have the right to void any Starpoints that are not obtained through authorized legitimate methods and adjust any unauthorized changes to a Member's account. In addition, we reserve the right, in our sole discretion, to immediately discontinue a Preferred Business or Preferred Guest membership in the Program, and terminate a Member Company's or Employee Member's account, if either the Member Company or Employee Member acts in a manner inconsistent with local, state, or federal laws or ordinance; in a fraudulent or abusive manner; otherwise misuses the benefits of membership; or fails to pay any valid bill or account when due to Starwood or its hotels, resorts or properties. Nothing contained in these Terms and Conditions shall limit Starwood in the exercise of any legal or equitable rights or remedies.

4. Earning of Starpoints and redemption of awards are subject to all applicable laws and regulations and these Terms and Conditions. Preferred Business and Preferred Guest awards may be subject to income or other taxes. Such taxes and all disclosures related thereto are the sole responsibility of the recipient.

5. Starwood makes no warranties or representations, either expressed or implied, and expressly disclaims any and all liability (including any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages) arising out of, or in any way related to the type, quality or fitness of goods or services provided through the Program. Some jurisdictions may not allow the limitations or exclusion of liability for incidental or consequential damages or the exclusion of warranties, so some of the above limitations or exclusions may not apply to you. Please check your local laws for any restrictions or limitations regarding these limitations and exclusions.

6. Neither Starwood nor our Program marketing partners are responsible for any lost, delayed, damaged, misdirected or illegible requests or correspondence sent by mail, facsimile or electronic mail. Starwood is not responsible for, and reserves the right to correct or adjust any typographical errors, errors of description, or errors regarding pricing, participating properties and partners.

7. In the event a Member Company does not continue to maintain the eligibility requirements set forth herein, its Preferred Business membership account will be closed and all Starpoints forfeited.

8. A Member Company cannot have more than one Program membership, unless such Member Company's subsidiaries are separate legal entities, or to the extent that Starwood determines that a Member Company's branch office(s) may be set up with a separate, distinct membership account. Each Program membership is for the specific Member Company and can only be administered by the designated primary account contact. Points cannot be shared between Member Company accounts. Starwood shall not be held liable or responsible for any internal policies regarding Program or Member Company points for subsidiaries or branch offices.

9. All interpretations of the Membership Rules and these Terms and Conditions shall be at the sole discretion of Starwood.

10. All Program benefits, including: Starpoints, rates, room availability, level of rate discounts, and Starwood Preferred Guest level benefits for Employee Members are subject to change without notice and are not guaranteed.

11. All parties are bound to the general Starwood Preferred Guest Terms and Conditions and Privacy Policy.

12. Starwood may remove any Member Company or Employee Member from the Program at any time at Starwood's sole discretion.

13. By participating in the Program, Member Company and Employee Members, hereby: (a) authorize Starwood and each of its affiliated and subsidiary companies, and their respective agents, employees and others working on their behalf (collectively, the "Starwood Group") to collect, process, and use all the data provided by Member Company and/or Employee Members, as the case may be (including personally identifiable information) for any lawful, business related purpose that the Starwood Group deems appropriate, and (b) authorize the Starwood Group to store this data at such location(s) and with such party(ies) as the Starwood Group deems appropriate, whether within Employee Member's country of residence or elsewhere, and for the Starwood Group directly, or through its third party vendor(s), to transmit whether by mail, facsimile or electronically, or by other reliable means, all or part of such data to any location(s) throughout the world that the Starwood Group deems necessary, whether within the Employee Member's country of residence or elsewhere.

EARNING AND TRANSFERRING STARPOINTS FOR MEMBER ACCOUNTS:

1. After a Member Company has completed the enrollment process, it may provide its eligible Employee Members with an enrollment kit, toll-free number or customized URL designated by Starwood for use by the Employee Members for enrollment in the Program. The Member Company must also provide its eligible Employee Members with a copy of these SPB Terms & Conditions. Starpoints will be awarded to the Member Company for all charges eligible to earn points as per the Terms and Conditions of Starwood Preferred Guest. Member Company accounts shall earn one (1) Starpoint per U.S. dollar of eligible charges ("Eligible Charges," as defined below) made by an Employee Member of the Member Company who has an Active Starwood Preferred Guest account linked to the Member Company's account. The accounts shall be deemed linked ("Linked") if the Employee Members' Starwood Preferred Guest account has the SET # of the Member Company and the external marketing code "SPB" listed in the account profile. Employee Membership in the Program is non-transferable between Employee Members and non-Employee Members. Additionally, Starpoints are non-transferable between Employee Members.

2. Starpoints will be awarded to the Member Company for Eligible Charges to the room account of the Employee Members' Preferred Guest account based on the U.S. dollars or equivalent spent on the following Eligible Charges: eligible room rate, food and beverage, direct dialed telephone, laundry/valet, and in-room movies only. Employee Members will also earn Starpoints for Eligible Charges on food and beverage charges of US$10 or more in participating Starwood dining outlets, even if they are not a registered guest, when they present their membership card. Other charges such as parking, business center, retail stores, greens fees, spa service fees, etc., as well as taxes, gratuities, service charges and other applicable charges, such as energy charges, resort fees, etc., are not eligible for Starpoints credit. Starpoints are not awarded on alcoholic beverage purchases where prohibited by law. Starpoints cannot be earned on banquet or meeting room charges billed back to a member's room. Starpoints cannot be earned or accrued for charges master-billed or paid by wholesale rates including wholesale fit net rate, and all other rates from pre-paid or third party channels, such as but not limited to, priceline.com, expedia.com, hotels.com, hrn.com, hotwire.com, lastminute.com, site59.com, etc., tour or tour operator, or other vouchers, or for certain other discounted rates including, without limitation, airline vouchers or for certain other discounted rates. Other rates not eligible to earn Starpoints include: tour operator rates; wholesaler rates; stays longer than thirty (30) days, Free Night Awards, travel agent educational rates; room rates billed to master account, crew room rates, and Starwood employee rates.

3. Starpoints can only be earned for amounts actually paid with respect to Eligible Charges. Starpoints cannot be earned in conjunction with complimentary, barter or award stays. Starpoints can be earned for eligible incidental charges paid for during these stays. Eligible incidental charges may include if an Employee Member is a registered guest, the employee may receive Starpoints for Eligible Charges up to three rooms (i.e., the employee's room plus two others) if all such rooms are registered in the Employee Member's name and the employee personally settles all room charges upon checkout. Multiple rooms on the same stay count as only one "stay" for threshold bonuses and promotions. Starpoints can be earned on charges for no-shows and early departure fees, less taxes and service charges; however, these earnings will not count as a "stay" for threshold bonuses and promotions.

4. Starpoints earned at Starwood hotels and resorts outside the U.S. will be calculated based on Eligible Charges converted to U.S. dollars at the exchange rate determined by Starwood to be applicable generally at time of checkout. Starwood reserves the right to convert based on exchange rates at time of check-in in some countries. Starwood reserves the right to convert based on approximate exchange rate determined by Starwood for any stays posted more than seven (7) days after check-out.

5. A maximum of 500,000 Starpoints can be earned per year by a Member Company. A maximum of 50,000 Starpoints can be earned at an individual property per year by a Member Company.

6. We reserve the right to correct any Starpoints values or statements posted in error on either the Member Company or Employee Member account. Starpoints earned that do not appear on either's most recent statement will be reflected on a future statement. If either account is not properly credited for Starpoints within sixty (60) days, send a copy of the hotel bill in question with the Employee Member's membership number to the Starwood Customer Contact Center. Adjustments and retroactive credits must be claimed within 180 days of the checkout date of the hotel stay in question. In the event Starwood improperly denies a Starpoint accrual or membership benefit submitted within the 180 day period, Starwood liability is limited to the proper posting of Starpoints to an account. Starwood shall not be liable to post Starpoints for any claims submitted after the 180 day period.

7. Credit will not be issued to a Member Company or Employee Member for stays completed more than thirty (30) days prior to enrollment in the Program.

8. Starpoint credit will not be received on any charges - room, food and beverage, etc. for any portion of a single stay at an individual property in excess of thirty (30) consecutive days, whether or not you check out and re-register during such stay.

9. Special offers will be voided, and Starpoints will not post to an account if a participating property leaves the Starwood hotel system or discontinues its participation in a Preferred Guest Program before such offer or award is redeemed, or with respect to any portion of a stay after a property leaves the Starwood system or terminates participation in SPG or SPB.

10. Starwood reserves the right to deduct any Starpoints credited to an account in error.

11. The sale or barter of any Starpoints, Award Certificates or other Preferred Business benefits through any channel, including but not limited to Ebay, (other than by Starwood) is prohibited.

12. Starpoints cannot be "redeemed" by the Member Company Preferred Business account for any awards. In order to be used, the Starpoints in the Member Company account must be transferred to a Starwood Preferred Guest Employee Member account. The recipient (transferee) does not need to be an employee of the Preferred Business account company.

13. The Member Company is solely responsible for maintaining a primary Preferred Business account contact. The primary account contact, whether an employee of the Member Company, a travel agent, or other individual specified by the Member Company, has sole discretion over the transfer of Starpoints from the Member Company account. Starwood bears no responsibility for the transfer or use of Starpoints earned by the Member Company or Employee Members on the company account.
Additional Terms and Conditions apply for Discounted Rates and Double Points For Starwood Preferred Business promotional offers, please refer to the individual Terms and Conditions on each promotion.

STARWOOD PREFERRED GUEST - PREFERRED BUSINESS LEVEL INDIVIDUAL BENEFITS:

1. An Employee Member will earn two (2) Starpoints for the U.S. dollar equivalent of all Eligible Charges paid for at participating hotels. Preferred Business Guests may redeem their accrued Starpoints for various awards offered by Starwood from time to time. Please consult the Starwood Preferred Guest Award Chart, the nearest Starwood Account Service Center, or the Preferred Guest Internet site at www.spg.com for specific details.

2. Preferred Business Guests can earn two (2) Starpoints per eligible U.S. dollar spent, at participating Starwood restaurants, without being a registered guest of the hotel, as long as the food and beverage spending is greater than US$10, excluding taxes and gratuities. Members must present their Preferred Guest membership card to the restaurant staff at the time of payment.

3. Special toll-free local member service numbers for reservations, customer service and award requests are generally available. In certain local markets, a toll-free number may not be available. Consult your most recent account activity statement or member credentials for the number of the Account Service Center nearest you.

4. Preferred Business Guest rates of thirty-five percent (35%) off full price, non-discounted ("Rack") rates are available at participating Starwood Resorts and are based upon availability.

5. A personal Preferred Business Guest preference profile will be maintained for all Linked Employee Members. The information provided in a personal profile will be used to expedite the reservations, check-in, and checkout procedures for Preferred Business Guests. The credit card information will be used by hotels to guarantee a stay, and charges during the stay will be applied to the credit card number designated in the personal profile. Employee Members can change their credit card authorization for future transactions by contacting a Starwood Account Service Center, when making a reservation, or at check-in. Please notify Starwood at once if a credit card authorized for billing is lost, stolen, invalidated or has expired. Certain information from the Employee Members' account profile and transaction history may be shared with their company. No personally identifiable information (as defined as name, address, or membership number) will be attached to any transaction information shared with a Member Company. However, in the event that less than four transactions from all Employee Members combined and/or less than two (2) Preferred Business Guest accounts are Linked to a Member Company’s account in any given quarter, any transaction information will be provided in aggregate form only. No folio level data will be shared with the Member Company account.

6. Preferred Business Guests have the option to redeem their Starpoints instantly. Members can utilize their Starpoints for a variety of hotel products and services during their stay at Starwood properties. Although the exact services available for Instant Awards(SM) and the corresponding Starpoints required for redemption may vary by hotel property and are generally, but not limited to, those items qualifying for Eligible Charges for earning Starpoints (see "Earning Starpoints" under the Terms and Conditions of the Starwood Preferred Guest Program found at www.spg.com) will be available for Instant Awards. As determined by the property, Instant Awards may also be used on goods or services ineligible for Starpoint credit but which appear on a member's folio. Instant Awards will be fulfilled through a discount credit reflected on your guestroom account or folio. Only Starpoints posted to your account by time of check-in may be used for Instant Award redemptions. Instant Awards cannot be utilized for free award nights ("Preferred Award Nights"), 50% Discount Off Awards, or in payment of room rates. To utilize Instant Awards, guests should inquire at the hotel during their Starwood stay. Taxes, occupancy taxes, gratuities and non-hotel-operated services are not available for Instant Awards. At the hotel's discretion, Instant Awards may be offered without the guest staying. Starpoints may also be transferred to Starwood's designated airline partners as noted in the "Earning and Using Starpoints with Program Partners" section of the Starwood Preferred Guest Terms and Conditions.

7. Upgrades to a Preferred Room at the time of check-in are based upon room availability. Preferred Rooms are identified by each hotel property and may include rooms on higher floors, corner rooms, newly renovated rooms, or rooms with preferred views.

8. Guaranteed 4 p.m. late checkout worldwide upon request. Late checkout is subject to availability at some resort and conference locations during peak periods.

Additional Terms and Conditions apply for Special Discounted Rates and other Promotions (whether point-based and otherwise).

For Starwood Preferred Business promotional offers, please refer to the individual Terms and Conditions on each promotion.

© 2005 Starwood Hotels & Resorts Worldwide, Inc.