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, www.venicevhotel.com and www.montaukyachtclub.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”).

2. PRIVACY POLICY
Information that you provide to us or that we collect about you and your Company through your access to and use of the Website is subject to our Privacy Policy, the terms of which are hereby incorporated by reference into these Terms. We encourage you to read and become familiar with our Privacy Policy.

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, 225 Arizona Ave, Suite 350, 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. SUBMISSIONS

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. SECURITY

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. HYPERLINKS

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.

16. DISCLAIMER
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.

18. INDEMNIFICATION
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.

19. JURISDICTION
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. MISCELLANEOUS

21.1 These Terms and the Privacy Policy, via pages 1-7 in provided document. (as each may be revised and amended from time to time according to their respective terms) collectively constitute the entire agreement with respect to your access to and use of the Website and the Content.

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.

23. QUESTIONS
Please contact us with any questions regarding the Website or these Terms at:

Proper Hospitality
225 Arizona Ave, Suite 350
Santa Monica, CA 90401
Attn: Legal Department

24. ACKNOWLEDGEMENT
BY ACCESSING AND USING THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS

 

Privacy:

OUR COMMITMENT TO PRIVACY

This policy was last updated on January 4, 2024.

Proper Hotels respects the privacy of all our guests, and we are committed to protecting privacy through our compliance with this policy. This policy describes the type of information we may collect from our guests and private members, and our practices for collecting, using, maintaining, protecting, and disclosing that information.

This statement applies to our www.properhotel.com website and digital services related to our properties including Austin, Los Angeles, San Francisco, Santa Monica, Dallas, Lake Tahoe, Miami and Palm Springs hotels and Austin and Malibu Beach House residences, mobile application (“Website” or “Digital Access”) and (“Property” or “Properties”).

By using any of our products or services you acknowledge and agree to the privacy terms contained in this statement and related links in the context of the collection and use of personal information and/or registering for any of our product or services. Please note that this statement does not apply to our processing of personal information on behalf of and subject to the instructions and policies of third-parties such as airlines, travel services, car rental companies, marketing partners, corporate customers, and other similar services providers.

CATEGORIES OF INFORMATION COLLECTED
This privacy policy applies to information we collect off-line and on this Website, Digital Access, and our Properties, including, name, telephone, email address, home or business address, nationality, date of birth, gender, payment card information, private membership identification numbers, passport information or other government-issued identification information, preferred language, geolocation, additional guest names, travel itinerary, corporate travel planner contact information, including name, title, company, business phone, email and address), travel agent number and name, airline partner name and number, vehicle identification number, images or footage captured property-based cameras, internet or online network activity information, IP address, session id, booking engines, streaming service usage, prior guest stays or interactions, goods and services purchased, special service, amenity requests, and room preferences, social media account ID, profile photo and other data publicly available, or data made available by linking your social media to loyalty accounts.

 

CATEGORIES OF HOW WE COLLECT THROUGH AUTOMATIC DATA COLLECTION TECHNOLOGIES
As you navigate through and interact with our Website or use Digital Access, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:

Details of your visit to our Website or use of Digital Access (“usage data”), including traffic data, location data, logs, and other communication data and resources that you access and use on the Website.
Information about your computer and internet connection, including your IP address, operating system, unique device ID, referral URLs and browsing type.
The technologies we use for this automatic data collection may include.

Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will use cookies when you direct your browser to our Website.
Flash Cookies. Certain features of our Website may use local stored objects (Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Website. Flash cookies are not managed by the same browser settings as are used for browser cookies.
Web Beacons. Pages of our Website and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
Our digital services may also host ads through third-party advertising technology. In the course of serving our advertisements to you, unique third-party persistent cookies, clear gifs or beacon gifs may be placed on your computer or device to help manage our online advertising, recognize when a device visits our Websites, learn which ads bring users to our Websites, and track whether a reservation is made. The information our ad-serving providers and we collect through this technology is not personally identifiable but is used to create an anonymous profile which allows the ad-serving provider to serve ads targeted towards you and your interests across the ad-serving network.

Our Websites do not currently respond to “Do Not Track” signals that may be sent by your device or browser. Our third-party platform service providers maintain tools that permit recognition of “opt-out preference signals.”

HOW WE COLLECT INFORMATION
Through this Website, Registration at Properties and Digital Access
Through automated business operations and customer experiences
Through digital applications made available by us or our travel services partners for use on or through computers and mobile devices
Through our social media pages that we control
Through email messages that we send you
When you visit or stay as a guest at one of our properties, we collect other information in addition to your Personal Information in accordance with the law, and to serve you better. This information may in personalized preferences such room choice and other personalized amenities.

 

WHY WE COLLECT AND HOW WE USE INFORMATION[NEED TO PROVIDE A LINK TO EACH SECTION]
We use your personal data to fulfill the business and operational purposes for which it was collected, or as otherwise set forth in this policy. This following chart provide a general overview of the business purposes for our collection of personal information and reasons for such collection:

Category of Personal Information Sources from which Personal Information was collected Purpose of collection Categories of entities with which Personal Information was shared
Address and other identifiers – such as name, postal address, email address, account name, Social Security number, driver’s license number, passport number, or other similar identifiers. Automated collection on our Sites, services, products, applications, databases, devices, information systems and networks, and through cookies.
Service providers, business partners, data brokers and other third-party contacts.

Publicly available sources (e.g., Social Media)

Government sources and records

To provide the Proper platform and related services
Business Operations

Marketing

Cybersecurity, fraud prevention and other security purposes

Personnel Services

Personnel Administration

Regulatory and Legal

Service Providers
Government entities

Third parties pursuant to lawful process

Third parties to whom you have intentionally interacted with (e.g., potential recruiting services on our site)

Other Proper members and service customers

Third party advertisers and analytics providers

Affiliates and other business partners

Unique and online identifiers – such as IP address, device IDs, or other similar identifiers Automated collection on our Sites, services, products, applications, databases, devices, information systems and networks, and through cookies
Service providers, business partners, and other third party contacts

Publicly available sources (e.g., Social Media)

To provide the Proper platform and related services
Business Operations

Marketing

Cybersecurity, fraud prevention and other security purposes

Personnel Services

Personnel Administration

Regulatory and Legal

To provide the Proper platform and related recruiting services

Business Operations

Marketing

Cybersecurity, fraud prevention and other security purposes

Regulatory and Legal

Service Providers
Government entities

Third parties pursuant to lawful process

Other Proper members and service customers

Third party advertisers and analytics providers

Affiliates and other business partners

Inferences drawn from CCPA PI – such as individual profiles, preferences, characteristics, behaviors Automated collection on our Sites, services, products, applications, databases, devices, information systems and networks, and through cookies
Service providers, business partners, data brokers and other third-party contacts

Publicly available sources (e.g., Social Media)

Government sources and records

To provide the Proper platform and related recruiting services
Business Operations

Marketing

Cybersecurity, fraud prevention and other security purposes

Service Providers
Government entities

Third parties pursuant to lawful process

Other Proper members and service customers

Third party advertisers and analytics providers

Affiliates and other business partners

You may opt out of receiving any promotional or marketing emails at any time by contacting us directly or by following the “opt out” or “unsubscribe” links in such emails. We may, however, continue to contact you with relevant information about your past or upcoming reservations with us, open transactions, and status of membership account. We may use the usage data we collect for any reason we deem appropriate, including to improve, maintain, and operate our Websites and services.

MORE ON OUR REASONS FOR COLLECTION
We collect the following categories of personal information:

Website and Digital Access – Internet or other electronic network activity information, including information regarding your interaction with websites, applications, or advertisements, IP address, session ID, booking engine.
We collect this type of information to provide you with targeted advertisements on marketing efforts including media, email, and chat, to optimized our Website and Digital Access properties, support marketing efforts and to perform analytics to improve business operations. We will retain this information the period of time consistent with browsing preference and as required to meet of business obligations,

Making Reservations – Name, additional names, telephone number, address, email address, preferred language, membership, payment card information, membership identification numbers, corporation name and number, travel service account numbers, airline partner numbers, preferred language.
We collect this type of information to look up and verify your reservation, to confirm and execute on your reservation, send communications for marketing purposes and regarding your reservations via text message, email or voice phone communications, send you marketing communication via email and direct mail, perform analytics in order to provide you with personalized offers and content, perform analytics to improve business operations, determine eligibility for promotional or special rates and offers, process payments, process transactions with our business partners, share your information across or brand and product and service lines, optimize our services, provide premium services to you, and to detect and prevent fraud. We will retain this information the period of time consistent with your membership and reservation activities and preferences, and as required to meet of business obligations.

Enrolling in Memberships and Guest Programs – Name, telephone number, address, email address, email subscription preferences, opt-out preferences, preferred language, payment card information, corporation name and number, travel service account numbers, airline partner numbers, preferred language.
We collect this type of information to administer your membership in our exclusive programs, verify your account, send you communications relating to your membership, send you marketing communications, perform analytics and personalize offers and promotions, to optimize our business, process payments, share information across our brands and product and service lines, and to detect and prevent fraud. We will retain this information the period of time consistent with your membership activities and preferences, and as required to meet our business obligations.

At Property Check-In – Name, payment card information, additional guest names, and passport information.
We collect this type of information to verify your reservation, receive payment for your reservation, execute your reservation, comply with applicable laws that require the collection of certain type of information, to verify membership, guest assistance, to send you communications at the end of your stay. We will retain this information the period of time consistent with your reservation activities, membership activities, transactions requirements, preferences, and as required to meet our business obligations.

Electronic or Digital Applications Check-In – Payment card information and precise geolocation.
We may collect this information via Digital Access in order to receive payment for your reservation, execute your reservation, personalize your experience, enable access to room assignment Property facilities, and support and guest assistance. We will retain this information the period of time consistent with reservation activities and guest assistance requirements, as required to meet our business obligations.

 

SHARING OF INFORMATION
We will not sell any of your personal data to any outside organization. We may disclose aggregated information about our customers, and information that does not identify any individual, without restriction. We may disclose Personal Information that we collect or you provide as described in this privacy policy:

To our subsidiaries and affiliates
To contractors, service providers, and other third parties we use to support our business and who are bound by contractual obligations to keep Personal Information confidential and use it only for the purposes for which we disclose it to them, as for example payment processors and customer support contractors
To a buyer or other successor in the event of a merger, divestiture, restricting, reorganization, dissolution, or other sale or transfer of some or all of our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by us about our customers is among the assets transferred.
To fulfill the purpose for which you provide it
For any other purpose disclosed by us when you provide the information
With your consent
To carry out the permitted uses described in the “WHY COLLECT AND HOW WE USE INFORMATION” section of this policy
We may also disclose your Personal Information:

To comply with any court order, lawful discovery request, or legal process, including to respond to any government or regulatory request
To enforce or apply our terms of use and other agreements, including for billing and collection purposes
If we believe disclosure is necessary or appropriate to protect the rights, property, or our safety, our customers, or others.
LINKS TO THIRD PARTY WEB SITES
Please be aware that third-party websites available through links on our Websites each have separate privacy and data collection practices. We have no control, responsibility or liability for these third-party websites or their applicable policies or content. We cannot ensure or warrant the security of any information you disclose on third-party sites.

 

WHERE PERSONAL INFORMATION IS PROCESSED
We is based in the United States, and personal data is collected worldwide (including within the European Economic Area, United Kingdom, and other regions around the world) and may be transferred to the United States for processing and storage.

RETENTION OF PERSONAL INFORMATION.
Generally, we will keep your personal information while you have an account with us or while we are providing services to you. Thereafter, we will keep your personal information for as long as is necessary:

To ensure that we can complete transactions related to services;
To respond to any questions, complaints or claims made by you or on your behalf;
To improve our business operations;
To show that we treated you fairly; or
To keep records required by law.
We will not retain your personal information for longer than necessary for the purposes set out in this policy. Different retention periods apply for different types of personal information and the reasons for processing. In the event that your personal information is deidentified, or anonymized, we will not make any efforts to reidentify such information.

SECURITY OF PERSONAL DATA
We are committed to the security of your personal data. We use commercially reasonable technical measures to protect personal data in our possession, and our Website uses secure socket layer (SSL) encryption technology to help protect the privacy of credit card information, name, address, email and other sensitive information you provide to us.

CHILDREN UNDER THE AGE OF 18
Our Websites and services are not intended for children under 18 years of age. and we do not knowingly solicit or collect personal data from children. No one under age 18 may provide any Personal Information to us. If we are notified or discover that a child under the age of 18 has submitted Personal Information to us, we will not sell such information, and we will take reasonable steps to delete the information.

STATE DATA PROTECTION LAW COMPLIANCE
We do not sell or share personal information. Under several new state data protection laws, consumers have the following rights regarding personal data we have collected about you. For purposes of this section only, “personal data” means any information that is linked or reasonably linkable to an identified or identifiable natural person and excludes employment data, personal data that cannot be attributed to an individual without the use of additional information, and de-identified data or publicly available information. Under these laws consumers have the right to request any of the following information from us regarding personal information collected about you:

The right to know (i.e., the right to confirm whether we are processing your personal data). This information includes:
The categories of personal information collected about you.
The categories of sources from which the personal information is collected.
The business or commercial purpose for collecting or selling personal information.
The categories of third parties with whom we share personal information, if any.
The specific personal information collected about you.
For personal information sold or disclosed to a third party for a business purpose, you have a right to know the categories of personal information about you that we sold and the categories of third parties to whom the personal information was sold; and the categories of personal information that we disclosed about you for a business purpose.
The right to access (i.e., the right to access your personal data processed by us);
The right to a copy (i.e., the right to obtain a copy of your personal data that you have previously provided to us in a portable and readily usable (if technically feasible) format);
The right to correct inaccuracies (i.e., the right to correct inaccuracies in your personal data based on the nature of the data and the purposes of the processing);
The right to deletion: (i.e., the right to request us to delete your personal data provided to us);
The right to opt out of the: (1) sale or limit the use of sensitive personal information, (2) processing of your personal data for certain purposes, including, profiling in furtherance of a decision that produces a legal or similar significant effect concerning the consumer, or (3) targeted advertising.
The right to appeal adverse decisions regarding your request exercise any of the foregoing rights.
We will provide this information free of charge up to two (2) times in any twelve (12) month period within 45 days of receiving your verifiable request (including verification of your identity and your California residency), subject to delays and exclusions permitted by law. Specific personal information about you or your account that is categorized as sensitive or confidential may be redacted.

We will not discriminate against you if you choose to exercise any of these rights. You may exercise the rights described above by clicking “Personal Data Request” at the bottom of this page and following the instructions. We may require verification of your identity before further processing your request. In certain instances, we may be permitted by law to decline some or all of such request.

You or your agent may exercise your data privacy rights here: Emailing privacy.policy@properhotel.com.

EUROPEAN ECONOMIC AREA (EEA) RESIDENTS AND UNITED KINGDOM (UK), and Similar APPLICABLE JURISDICTIONS
Data Controller

The data controller for the information you provide or that is collected by Proper Hospitality or its affiliates is:

Proper Hospitality

1437 7th Street, Suite 250

Santa Monica, CA 90401

Attn: Legal Department

833-613-1919
Privacy.Policy@properhotel.com

Legal Basis for Processing Personal Information

By using this Website and Digital Properties and voluntarily providing us with your personal information you are consenting to the processing your personal. Our processing requirements are also based on contractual obligations and responsibilities related to the performance of agreements related to the service you purchase from us. Finally, we have regulatory and rules-based compliance obligations that require us to use your personal data during your engagements with us.

Data Localizations and Consent to Transfer

This Website and Digital Properties are hosted and operated in the United States. However, we and our service providers may store information about users and other individuals in the United States, or we may transfer it to, and store it within, other countries.

United States may not have data privacy laws that are deemed to afford an equal level of protection for your personal information as those laws legislated at the direction of the European Union or similar geopolitical, national, or regional legislative bodies. However, please be assured that we will continue to adhere to the principles stated in this Privacy Policy and will make reasonable efforts to comply with applicable international, national, regional, territorial, and provincial laws in connection with any information collected through the Website and Digital Properties.

For those users located EEA or UK, we advise you that your information may at times be accessible by individuals who are located worldwide, including in countries that the European Commission or other geopolitical regions have not deemed to provide the same level of data protection as in your country, province, territory, or geopolitical region. By providing us with your personal information, you are consenting to our use of it in accordance with this Privacy Policy, including the transfer of your information across international boundaries to jurisdictions anywhere in the world as permitted by local law.

Data Privacy Rights Statement

If you reside in U.K. the European Economic Area (EEA) you may have the following additional rights under the GDPR as applicable:

The right to access (i.e., the right to be provided with a copy of your personal information);
The right to rectification (i.e., the right to require us to correct any mistakes in your personal information);
The right to be forgotten (i.e., the right to require us to delete your personal information – in certain situations);
The right to restriction of processing (i.e., the right to require us to restrict processing of your personal information – in certain circumstances, e.g., if you contest the accuracy of the data);
The right to data portability (i.e., the right to receive the personal information you provided to us, in a structured, commonly used and machine-readable format and/or transmit that data to a third party – in certain situations);
The right to object (e.g., the right to object to your personal information being used for direct marketing, and in certain other situations, to object to our continued processing of your personal information, e.g., processing carried out for the purpose of our legitimate interests);
The right to withdraw consent (i.e., where processing is based on your consent, you have the right to withdraw that consent – without affecting the lawfulness of processing based on consent before its withdrawal);
The right to information regarding consent (i.e., to obtain information about the possibility or providing or denying your consent and the consequences of such consent or denial of consent); and
The right not to be subject to automated individual decision-making (i.e., the right not to be subjected to a decision based solely on automated processing – including profiling – that produces legal effects concerning you or similarly significantly affects you).
You or your agent may exercise your data privacy rights here: Calling +1 (888) ___-____ / Pin Number: _________________ or Completing a Data Access Request form found [here].

We will not discriminate against you if you choose to exercise any of these rights. You can exercise your rights under the U.K. GDPR or GDPR by contacting us as follows:

Email: privacy.policy@properhotel.com (please use “GDPR” or “U.K. GDPR” in the subject line as applicable)

Proper Hospitality

225 Arizona Ave, Suite 350

Santa Monica, CA 90401

Attn: Legal Department

833-613-1919

The U.K. GDPR and GDPR also gives individuals the right to lodge a complaint with a supervisory authority, in the European Union (or European Economic Area) state where you work, normally live, or where any alleged infringement of data protection laws occurred.

CHANGES TO THIS POLICY
We may update this policy from time to time. We will always post the then-current version of this policy on our Websites, and will indicate at the top of the policy the date on which the latest version took effect. Please review this policy from time to time to stay updated on our privacy practices.

CONTACT
If you have any questions, comments and complaints about our data practices can be sent to our data protection office by sending an email to privacy.policy@tproperhotel.com or writing us at:

Proper Hospitality

225 Arizona Ave, Suite 350

Santa Monica, CA 90401

Attn: Legal Department

833-613-1919