Site Usage and Information Agreement

I. TERMS OF USE

Hilton Grand Vacations, Inc. or its subsidiary companies (referred to herein as “HGV,” “we,” “us,” or “our”) owns and operates the website currently located at hiltongrandvacations.com, together with any successor site(s) or other HGV owned/managed digital platforms or applications (collectively the “Site”). For purposes of this Agreement, “you” or “your” means the person accessing the Site and any persons that allow others to provide information about themselves to us. The Site may provide information, documents, tools, products, services, accounts, offers, suggestions on the best way to use our products, and/or information on where to purchase our products (collectively, “Services”). 

Your use of (including any access to) the Site is governed by this Site Usage and Information Agreement (“Agreement”) and any additional terms, conditions or rules posted on the Site. 

THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND US. PLEASE READ CAREFULLY THROUGH ALL SECTIONS OF THESE TERMS. YOUR ACCESS TO AND USE OF THE SITE IS SUBJECT TO THESE TERMS AND ALL APPLICABLE LAWS AND WE RESERVE THE RIGHT TO TERMINATE YOUR ACCESS TO THE SITE IF YOU VIOLATE THESE TERMS. BY CLICKING ON LINKS WITHIN THE SITE OR WEBPAGES BEYOND THE SITE’S HOMEPAGE OR BY CLICKING ON A BOX OR ICON YOU AGREE TO THESE TERMS WHETHER OR NOT YOU COMPLETE A TRANSACTION WITH US AND WHETHER OR NOT YOU COMPLETE YOUR TRANSACTION ON THE SITE OR THROUGH OTHER CHANNELS, SUCH AS BY TELEPHONE, EMAIL, FACSIMILE, OR OTHERWISE. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SITE, ANY SERVICES AVAILABLE THROUGH THIS SITE, OR ANY INFORMATION CONTAINED ON THIS SITE.

MANDATORY ARBITRATION NOTICE AND CLASS ACTION AND JURY TRIAL WAIVER. These Terms contain a mandatory (binding) arbitration provision and class action and jury trial waiver clauses. Except for certain types of disputes described in the arbitration section below or where prohibited by applicable law, you agree that disputes between you and us regarding your use of the Site or Services will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration, including as a class representative. The arbitrator’s decision will be subject to very limited review by a court. You will be entitled to a fair hearing, but the arbitration procedures are simpler and more limited than rules applicable in court. For more details, see below.

We reserve the right, at our sole and absolute discretion, to change, modify, add, or remove portions of these terms at any time without notice and, unless otherwise indicated, such changes will become effective immediately. You waive any right you may have to receive specific notice of such changes to these terms except for changes to our agreement to arbitration, which is discussed more fully below. Your continued use of the Site following the posting of changes will mean you accept those changes. 

II. ACCESSING THE SITE

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your username, password, or other security information. You shall bear the entire risk for any use thereof, whether you have authorized such use and whether or not you are negligent. If you permit other persons to use your computer or mobile device, login information or any other means to access the Services, you will be held responsible for any transactions they undertake, and we will not be liable for any damages resulting to you.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any reason, including if, in our opinion, you have violated any provision of this Agreement.

III. PROPRIETARY RIGHTS AND YOUR USE OF THE

Unless otherwise specified in this Agreement, all information and screens appearing on this Site are the sole property of us or our subsidiaries and affiliates, and other parties. We provide content through the Site that is copyrighted or contains protectable trademarks of us or our third-party licensors and suppliers (collectively, the “Materials”). Materials may include documents, services, software, site design, text, graphics, logos, video, images, icons, and other content, as well as the arrangement thereof. 

Subject to this Agreement, we hereby grant to you a revocable, limited, personal, non-exclusive, and non-transferable license to use, view, print, display, and download the Materials for the sole purpose of viewing them on a stand-alone personal computer or mobile device and to use this Site solely for your personal use. Except for the foregoing license and as otherwise required or limited by applicable law, you have no other rights in the Site or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, or in any way exploit any of the Site or Materials in any manner or for any purpose that would constitute infringement of our, our licensors’, or the Site’s other user’s intellectual property rights. All rights not expressly granted herein are reserved. 

If you breach any of the terms of this Agreement, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials.

IV. YOUR USE OF THE SITE

By accessing or using the Site, you agree that:

• You will only use the Site for personal and non-commercial purposes
• You must be at least 18 years of age and have the legal authority to enter into contracts
• You will use the Site lawfully and in compliance with this Agreement
• You will comply with and be bound by this Agreement as it appears on the Site each time you access and use the Site
• All information supplied by you is true, accurate, current and complete
• If you book or purchase from the Site on behalf of others: (a) you will obtain their authorization prior to acting on their behalf, (b) you will inform them about the terms that apply to the booking and ensure that they agree to, and will comply with, such terms, and (c) you will be responsible for paying any amounts due, for making any change/cancellation requests and for all other matters relating to the booking or purchase
• This is a legally binding Agreement between you and us that will be enforceable against you

You also agree not to:

• Make any false or fraudulent booking or purchase
• Act in a malicious or disruptive manner, with the intent to annoy, abuse, threaten, or harass any other person, including transmission or upload violent, obscene, sexually explicit, discriminatory, hateful, threatening, abusive, defamatory, offensive, harassing, or otherwise objectionable content or images
• Access, monitor or copy any content on our Site using any robot, spider, scraper or other automated means or any manual process
• Violate the restrictions in any robot exclusion headers on our Site or bypass or circumvent other measures employed to prevent or limit access to our Site
• Take any action that imposes, or may impose, an unreasonable or large load on our infrastructure
• Deep link to any part of our Site
• “Frame,” “mirror” or otherwise incorporate any part of our Site into any other website
• Alter or modify another website to falsely imply it is associated with the Site
• Suggest an express or implied affiliation or relationship with us without our express written permission
• Unlawfully impersonate or otherwise misrepresent your affiliation with any person or entity
• Use any meta tags or any other “hidden text” utilizing our name, trademarks or other proprietary information
• Use the Site to train a machine learning or artificial intelligence (AI) system
• Use any device, software or routine to interfere or attempt to interfere with the proper working of the Site in any manner
• Transmit any advertisement, solicitation, scheme, spam, flooding, or other unsolicited email and commercial communications
• Harvest email addresses from the Site
• Impair or limit our ability to operate the Site or any person’s ability to access and use the Site
• Dilute or depreciate our or any of our affiliates’ name and reputation
• Transmit or upload content or images that infringe upon any third party’s intellectual property rights or right to privacy
• Unlawfully transmit or upload any confidential, proprietary, or trade secret information

We have no obligation, but maintain the right, to monitor the Site. This list of prohibited activities provides examples and is not complete or exclusive. 

V. PRIVACY

a. Privacy Policy and Cookie Management

We provide a Privacy Notice and Cookie Statement explaining our online information practices and the choices you can make about the way your information is collected and used. We encourage you to read them to better understand how you can update, manage, access, delete your information, and manage cookies. Our privacy notice and cookie statement form part of this Agreement.

b. Marketing Communications

We may inform you about products, Services, invite you to events or send you account or reservation updates via email, online advertising, social media, telephone, text message (including SMS and MMS), push notifications, postal mail, our customer service call center, and other means (including on-property messaging, such as your in-room television).

1. Email or Telephonic Marketing Messages

You may opt out of HGV email or telephonic marketing messages from us at any time

For email, you may opt-out by using the unsubscribe function in the email you receive from us, or by sending an unsubscribe request to: Guestexperience@hgv.com.

For telephonic marketing messages, you may opt out during a phone conversation with an HGV representative and request to have your number placed on the company’s do not call list, or by sending a message to Guestexperience@hgv.com.

Opt-out requests make take up to 72 hours to be effective.

2. Push Notifications

You may sign up to receive “push notification” messages from HGV. If, at any time, you wish to stop receiving push notifications, you can opt out of receiving push notifications by accessing and changing your device settings. 

3. SMS

By opting into SMS from a web form or other medium, you agree to receive SMS messages from HGV. This may include SMS messages about promotions, our products and Services and your membership that may be of interest to you. Message frequency varies. Message and data rates may apply. See privacy policy at hiltongrandvacations.com/privacy. Message HELP for help. Reply STOP to any message to opt out, or you may send a message to Guestexperience@hgv.com.

SOFTWARE FROM OR ON THE SITE

a. Software Downloads

In the event you download software from the Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are licensed to you by us or third-party licensors for your use in connection with the Site only. We do not transfer title to the Software to you. You own the medium on which the Software is recorded, but we (or third-party licensors) retain full and complete title to the Software and all intellectual property rights therein. You may not redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form. 

b. Software from the Site

The Site is operated from the United States and it is possible that some Software from the Site may be subject to United States export controls. No Software from the Site may be downloaded or otherwise exported or reexported: (1) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country subject to a U.S. or U.N. embargo or sanction; or (2) to anyone on the US Treasury Department's list of Specially Designated Nationals or anyone subject to the same or similar restrictions even if not listed, or the US Commerce Department's Table of Deny Orders.

VII. SUBMISSIONS

While we are pleased to hear from our users and welcome your comments we cannot accept or consider creative ideas, suggestions, or materials other than those that we have specifically requested. Please do not send any unsolicited original creative materials, ideas, or suggestions, of any kind. 

If you send creative suggestions, postings, ideas, know-how, techniques, notes, drawings, concepts, or other information (collectively, the “Submissions”), the Submissions shall be deemed, and shall remain, our exclusive property to use for any purpose whatsoever, commercial or otherwise. The Submissions will be considered non-confidential and non-proprietary. By providing the Submissions on the Site, you grant us and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purposes. HGV is and shall be under no obligation to: (a) maintain any of your or any user’s Submissions in confidence; (b) to pay you or any user any compensation for any Submissions; or (c) to respond to any of your or any other user’s Submissions. 

VIII. FORUMS AND USER-GENERATED CONTENT

“Forum” means a chat area, message board, or e-mail function offered as part of the Site. If you participate in a Forum within the Site, you must not: 

• Defame, abuse, harass or threaten others;
• Make any bigoted, hateful or racially offensive statements;
• Advocate illegal activity or discuss illegal activities with the intent to commit them;
• Post or distribute any material that infringes and/or violates any right of a third party or any law;
• Post or distribute any vulgar, obscene, discourteous or indecent language or images;
• Advertise or sell to, or solicit others;
• Use the Forum for commercial purposes of any kind other than to facilitate a transaction on the Site;
• Post or distribute any software or other materials which contain a virus or other harmful component; or
• Post material or make statements that do not generally pertain to the designated topic or theme of any chat room or bulletin board.

HGV assumes no responsibility or liability arising from the content of any such Forum nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information within such Forum. You are solely responsible for the content of your messages and shall indemnify and hold the Indemnified Parties (defined below) harmless for the content of such messages. We reserve the right to remove or edit content from any Forum at any time and for any reason. Although participants are prohibited from engaging in the above activities, you may find other users’ information to be offensive, harmful, inaccurate, or deceptive. 

When participating in a Forum, never assume that people are who they say they are, know what they say they know, or are affiliated with whom they say they are affiliated with in any Forum. We cannot be responsible for the content or accuracy of any information and shall not be responsible for any decisions made based on such information. 

IX. MONITORING AND ENFORCEMENT; TERMINATION

We have a right to take appropriate action for any illegal or unauthorized use of the Site, Materials or other use of the Site that otherwise violates the terms of this Agreement. Such actions may include: 

• Remove or refuse to post any Submissions
• Take any action with respect to any Submission that we deem necessary or appropriate in our sole discretion, including if we believe that such Submission violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety or users of the Site or the public, or could create liability for us
• Disclose your identity or other information about you to any third party who claims that material posted by violates their rights, including their intellectual property rights or their right to privacy
• Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized us of the Site
• Terminate or suspend your access to all or part of the Site or your account for any or no reason, including any violation of this Agreement or any action we deem is disrupted or inappropriate to this Site or any other user of the Site or Materials
• Terminate membership, employment or other relationship between you and us, or
• Cancel or modify reservations or other transactions made by you

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. which may include disclosing any information we obtain YOU WAIVE AND HOLD HARMLESS US AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. 

In addition, we may disclose information we obtain as necessary or appropriate to operate or improve the Site, to protect us and/or our Site users, or for any other purpose that the law permits.

X. THIRD-PARTY SITES

When using the Site, you could be directed to other sites. For example, if you “click” on a banner advertisement or a search result, the “click” may take you off the Site. If you choose to leave the Site via links to third-party sites, HGV is not responsible for the privacy policies, failures, acts, or omissions of those operators or sites or the cookies those sites use. We are not involved in the actual transaction between buyers and third-party suppliers. As a result, we have no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of those suppliers to sell items or the ability of buyers to buy items. YOU AGREE THAT WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRDPARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR ANY DAMAGES OR LOSSES CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY. Any reference on the Site to any product, service, publication, institution, or organization of any third-party entity or individual does not constitute or imply our endorsement or recommendation.

DISCLAIMERS

a. Disclaimer of Warranties

YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE CONTENT, SERVICES AND MATERIALS ON THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY. 

WE DO NOT WARRANT, ENDORSE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, CONTENT, MATERIALS, FUNCTIONS OR PRODUCTS AVAILABLE THROUGH THE SITE OR ANY SITE LINKED TO IT, IN TERMS OF THEIR CORRECTNESS, ACCURACY, USEFULNESS, COMPLETENESS, RELIABILITY, OR OTHERWISE. 

TO THE MAXIMUM EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, DESIGN, ACCURACY, CAPABILITY, SUFFICIENCY, SUITABILITY, CAPACITY, COMPLETENESS, AVAILABILITY, COMPATIBILITY OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 

WE DO NOT WARRANT THAT THE SITE OR THE SERVICES, CONTENT, MATERIALS OR FUNCTIONS CONTAINED IN THE SITE WILL BE CONTINUOUSLY AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, SERVICES, CONTENT, MATERIALS OR THE SERVERS THAT MAKE THE SITE OR SUCH SERVICES, CONTENT AND MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR ARE ACCURATE OR COMPLETE.

YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. 

b. System Malfunction and User Entry

We are not responsible for telephone, electric, electronic, network, internet, computer, hardware or software program malfunctions, failures, delays or difficulties, or late, lost, stolen, illegible, incomplete, garbled, misdirected, mutilated or postage due for mail, e-mail, form postings, connections, messages or entries, or the security of any and all such matters. 

We are not responsible for incorrect or inaccurate entry information, whether caused by internet users or by any of the equipment or programming associated with or utilized in the Site or by any technical or human error which may occur in the processing of any information related to the Site.

We are not responsible or liable in any way for injury, loss or damage to your computer or interception or use of credit card information, related to or resulting from use of the Site or any sites, Services or Materials linked or related thereto or therefrom and also are not responsible or liable in any way for any injury, loss, claim, or damage relating to or resulting from any part of the Site operating or not operating on computers or networks used by you or communicating with such computers or networks. 

You are entirely responsible for maintaining the confidentiality of your password and account and for all activities that occur under your account

c. Technical Inaccuracies and Typographical Errors

Information on the Site may contain technical inaccuracies or typographical errors, including, but without limitation, rates, fees, or availability applicable to your transaction. We attempt to make the Site’s postings as accurate as possible, but we do not warrant the content of the Site is accurate, complete, reliable, current, or error-free. We reserve the right, in our sole and absolute discretion and without notice, to correct any errors or omissions in any portion of the site.

XII. INDEMNIFICATION & RELEASE

You hereby indemnify, defend and hold us and each of our partners, subsidiaries, affiliates, and each of such person's or entities’ officers, directors, agents, contractors, subcontractors, guests, residents, visitors, licensees, invitees, permittees and employees (collectively, the “Indemnified Parties”) harmless from and against any and all allegations, demands, claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorneys’ fees), any proceeding or action and whether by reason of death of or injury to any person or loss of or damage to any property or otherwise arising out of or in any way connected with this Agreement, the Services or products provided to you by the Site, use or misuse of information, materials, products, or Services, disputes with other users of the Site, or any related act or failure to act by you and whether or not contributed to by the negligence of the Indemnified Parties or any of them (except as and to the extent prohibited by applicable law) or arising from your account, including, without limitation, any matters related to infringement by you of the intellectual property rights of any person, including without limitation, copyright, patent, trade secret, trade mark, artist rights, droit moral, privacy, publicity or rights under other intellectual property laws (“Claims”). 

If a Claim is made, any such Indemnified Party may, by reasonable notice to you, require you, at your expense, to resist such Claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior written approval of such Indemnified Party, which approval shall be deemed to have been given hereby in the case of counsel acting for your insurance underwriters engaged in such resistance or defense. You shall cooperate with us in the defense of any Claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. 

BY UTILIZING THE SITE, YOU AGREE THAT THE INDEMNIFIED PARTIES ARE RELEASED, DISCHARGED AND HELD HARMLESS FROM AND ARE NOT RESPONSIBLE OR LIABLE FOR ANY LIABILITY WITH RESPECT TO ANY ASPECT OF THE SITE THAT MAY OCCUR FROM USE OF THE SITE OR THE ACCEPTANCE, POSSESSION, USE OR MISUSE OF INFORMATION, MATERIALS, SERVICES OR PRODUCTS RELATED THERETO OR ACQUIRED THEREFROM.

You also acknowledge that there is a possibility that subsequent to the execution of this Agreement, you will discover facts or incur or suffer claims which were unknown or unsuspected at the time this Agreement was executed, and which if known by it at that time may have materially affected its decision to execute this Agreement. You acknowledge and agree that by reason of this Agreement, and the release contained in this section of this Agreement, you are assuming any risk of such unknown facts and such unknown and unsuspected claims. 

XIII. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE BE LIABLE FOR ANY LOST PROFITS, COST OF COVER, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, CONSEQUENTIAL OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE SERVICES OR FUNCTIONS OF THE SITE OR ARISING OUT OF YOUR ACCESS TO, OR INABILITY TO ACCESS, THE SITE OR YOUR RELIANCE UPON, THE SITE OR THE SERVICES, CONTENT OR MATERIALS IN, OR FUNCTIONS OF, THE SITE, PROVISION OF, OR FAILURE TO PROVIDE SERVICES, OR INFORMATION, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE). 

IN ADDITION, WE HAVE NO DUTY TO UPDATE THE SITE OR THE CONTENTS THEREOF. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 

In the event we are held liable for any damages (whether in contract or tort, including negligence or otherwise), your sole and exclusive remedy will be limited to reimbursement for Services or products paid by you to the entity held liable which were not provided by such entity. You hereby waive any and all rights to bring any claim or action related to such matters in any forum beyond one (1) year after the first occurrence of the kind of act, event, condition or omission upon which the claim or action is based. 

XIV. JURISDICTIONAL ISSUES

The products and/or Services described in and available through the Site may not be available in your country, state, or province. We make no representation that the Services or products offered in the Site are appropriate or available for use in any particular location. Those who choose to access the Site do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. If use of the Site and/or viewing or use of any material or content therein or Services offered thereby violates or infringes any applicable law in your jurisdiction(s), you are not authorized to view or use the Site and must exit immediately. 

XV. COPYRIGHT COMPLAINTS

We respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us through the methods provided in the “Questions” section. 

XVI. INJUNCTIVE RELIEF

You acknowledge that we may be irreparably damaged if the terms of this Agreement are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of the terms of this Agreement by you, we shall be entitled, without prejudice to any other rights and remedies that may be sought under the mandatory arbitration provision of this Agreement, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provision of this Agreement. For purposes of this Section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach shall be brought in the state or federal courts located in United States District Court for the Middle District of Florida or, if there is no federal jurisdiction over the action, in the courts of the State of Florida located in Orange County, Florida. You consent to the jurisdiction of such court and waive any objection to the laying of venue of any such action or proceeding in such court. You agree that service of any court paper may be effected on such party by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules.

XVII. MANDATORY ARBITRATION AND CLASS ACTION AND JURY TRIAL WAIVER

Most concerns can be resolved quickly and to your satisfaction by contacting us as set forth in the “Questions” section below.

In the event that we are not able to resolve a dispute, and with the exception of the claims for injunctive relief by us as described above and to the extent allowed by law, you hereby agree that either you or we may require any dispute, claim, or cause of action (“Claim”) between you and us or any third parties arising out of use of the Site, the Services, and any other actions with us (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) to be arbitrated on an individual (non-class) basis. Claims also include, except as otherwise provided herein, disputes related to the coverage, applicability, arbitrability, enforceability, formation, scope, or validity of the terms of this Agreement, including this Arbitration provision, all of which shall be subject to the sole power of the arbitrator as described herein. Notwithstanding anything else herein, the enforceability of the Class Action Waiver shall be determined by a court. In addition, both parties retain the right to seek relief in a small claims court (or a state court equivalent) for a Claim within the scope of its jurisdiction so long as the small claims action does not seek to certify a class, combine the claims of multiple persons, recover damages in excess of the limit for a small claim under applicable state law or is not transferred, removed, or appealed from small claims court to any different court. Additionally, if you are a California resident, you retain the right to obtain public injunctive relief from any court with proper jurisdiction. 

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS VERY LIMITED. ADDITIONALLY, ANY ARBITRATION OF A CLAIM WILL BE ON AN INDIVIDUAL BASIS, AND, THEREFORE, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN A CLASS ACTION LAWSUIT. AS PART OF THIS WAIVER, YOU AGREE THAT YOU WAIVE THE RIGHT TO ACT AS A PRIVATE ATTORNEY GENERAL IN AN ARBITRATION; THAT EXCEPT AS OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT, CLAIMS BROUGHT BY OR AGAINST YOU MAY NOT BE JOINED OR CONSOLIDATED WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER PERSON; AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONDUCT A CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ARBITRATION OR MULTIPLE-PARTY ARBITRATION.

You and we agree that your use of the Services involves interstate commerce, and that this arbitration agreement shall be interpreted and enforced in accordance with the Federal Arbitration Act (FAA) set forth in Title 9 of the U.S. Code to the fullest extent possible, notwithstanding any state law to the contrary, regardless of the origin or nature of the Claims at issue. The arbitrator must follow, to the extent applicable: (a) the substantive law of the state in which we entered into the transaction giving rise to this arbitration agreement; (b) the applicable statutes of limitations; and (c) claims of privilege recognized at law. The arbitrator will not be bound by federal, state or local rules of procedure and evidence or by state or local laws concerning arbitration proceedings.

If either you or we elect to arbitrate a Claim, the dispute shall be resolved by binding arbitration administered under the applicable rules of JAMS. Either you or we may elect to resolve a particular Claim through arbitration, even if the other party has already initiated litigation in court related to the Claim, by: (1) making written demand for arbitration upon the other party, (2) initiating arbitration against the other party, or (3) filing a motion to compel arbitration in court.

If this is a consumer-purpose transaction, the applicable rules will be JAMS’ Streamlined Arbitration Rules & Procedures in effect on the date the arbitration is filed (and, if applicable, JAMS Mass Arbitration Procedures and Guidelines). The applicable JAMS rules and other information about arbitrating a claim under JAMS, including how to submit a dispute to arbitration, may be obtained by visiting its website at https://www.jamsadr.com/rules-streamlined-arbitration/ or by calling 1800-352-5267 . If JAMS will not serve as the administrator of the arbitration, and you and we cannot then agree upon a substitute arbitrator, you and we shall request that a court with proper jurisdiction appoint an arbitrator. However, we will abide by the applicable JAMS rules regardless of the forum. Arbitration shall be conducted in the county and state where you accepted this Agreement, you reside, or another reasonably convenient place to you as determined by the arbitrator, unless applicable laws require another location. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Except as provided in applicable statutes, the arbitrator’s award is not subject to review by the court and it cannot be appealed. The parties will have the option to request and receive a statement of reasons for the arbitration award.

If you elect to file the arbitration, and this is a consumer-purpose transaction, you will pay the filing fee to the extent required by JAMS’ Consumer Arbitration Minimum Standards but not to exceed the cost of filing a lawsuit. Any amount above what it would cost you to file a lawsuit, we will pay. All other arbitration fees and expenses shall be allocated to us according to JAMS rules. Except for the arbitration fees and expenses, each party shall pay its own costs and fees incurred (including attorneys’ fees), unless the arbitrator allocates them differently in accordance with applicable law. This paragraph applies only if this is a consumer-purpose transaction.

Additional Procedures for Mass Arbitration. If a Claim is part of a Mass Arbitration under JAMS’ Mass Arbitration Procedures and Guidelines, the Parties agree that they will jointly ask the Arbitration Administrator to apply the additional procedures in this Section or substantially equivalent terms to the extent feasible. The parties agree to participate in this process in good faith and cooperate with the Arbitration Administrator and arbitrators, and they may also discuss potential modifications to this process to ensure efficiency and economy and an open dialogue throughout this process.

If twenty-five (25) or more similar Claims (including yours) are asserted against us by the same or coordinated counsel or are otherwise coordinated (“Mass Arbitration”), you and we agree that these Additional Procedures for Mass Arbitration (in addition to the other provisions of this arbitration agreement) shall apply. You agree to this process even though resolution of your Claim may be delayed and ultimately proceed in court. The parties agree that as part of these procedures, their counsel shall meet and confer in good faith in an effort to resolve the Claims, streamline procedures, address the exchange of information, modify the number of Claims to be adjudicated, and conserve the parties’ and JAMS’ resources. If your Claim is part of a Mass Arbitration, any applicable limitations periods (including statutes of limitations) shall be tolled for your Claim from the time that your Claim is first submitted to JAMS until your Claim is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration pursuant to this provision.

Stage One: In Stage One, if at least fifty (50) Claims are submitted as part of the Mass Arbitration, claimants’ counsel and HGV will each select an equal number of Claims to be filed in arbitration and resolved individually by different arbitrators. For example, claimant and HGV will each select 25 Claims (50 Claims total). The number of Claims to be selected to proceed in Stage One can be modified by agreement of counsel for the parties provided that, if there are fewer than 50 Claims, all shall proceed individually in Stage One. The remaining Claims shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. If a case is withdrawn before the issuance of an arbitration award, another Claim shall be selected to proceed as part of the first stage. After this initial set of proceedings, the parties must engage in a single mediation of all remaining Claims, and we will pay the mediation fee. 

Stage Two: If the parties cannot agree how to resolve the remaining Claims (if any) after mediation, claimants’ counsel and HGV will each select an equal number of Claims per side—not to exceed 50 Claims total—to be filed and to proceed as cases in individual arbitrations as part of Stage Two. The number of Claims to be selected to proceed as part of Stage Two can be modified by agreement of counsel for the parties provided that if there are fewer than 50 Claims remaining, all shall proceed individually in Stage Two. The remaining Claims shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. If a case is withdrawn before the issuance of an arbitration award, another Claim shall be selected to proceed as part of the second stage. After Stage Two is completed, the parties must engage in a single mediation of all remaining Claims, and we will pay the mediation fee.

Upon the completion of the mediation in Stage Two, each remaining Claim (if any) that is not settled or not withdrawn shall be opted out of arbitration and may proceed in a court of competent jurisdiction consistent with the remainder of this Agreement. Notwithstanding the foregoing, counsel for the parties may mutually agree in writing to proceed with the adjudication of some or all of the remaining Claims in individual arbitrations consistent with the process set forth in Stage Two (except Claims shall be randomly selected and mediation shall be elective by agreement of counsel) or through another mutually agreeable process. A court of competent jurisdiction shall have the authority to enforce the Procedures for Mass Arbitration, including the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees. The Procedures for Mass Arbitration and each of its requirements are essential parts of this arbitration agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that the Procedures for Mass Arbitration apply to your Claim and are not enforceable, then your Claim shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of this Agreement.

Notwithstanding anything to the contrary in this Agreement, and except as otherwise set forth in this paragraph, the agreement to arbitration may be amended by us only upon advance notice to you. If we make any amendment to this agreement to arbitration (other than renumbering the agreement to align with any other amendment to the Agreement) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding or action against us prior to the effective date of the amendment. The amendment shall apply to all other Claims governed by this agreement to arbitration that have arisen or may arise between you and us. However, we may amend this agreement to arbitration and not provide you notice; in that case, the amendments will not apply to you and the agreement to arbitration contained in this Agreement to which you agreed will continue to apply to you and us as if no amendments were made.

If any part of this arbitration provision is invalid, all other parts of it remain valid. However, if the class action limitation is invalid, then this arbitration provision is invalid in its entirety, provided that the remaining terms of this Agreement shall remain in full force and effect. This arbitration provision will survive the termination of your use of the Site, the Services, and any other actions with us. 

You may reject this arbitration provision within thirty (30) days of accepting this Agreement by emailing us at WebsiteUseArbOptOut@hgv.com and including in the subject line “Rejection of Arbitration Provision.”

XVIII. GENERAL PROVISIONS

a. Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. 

b. Choice of Forum

Any action at law or in equity arising out of or relating to the terms of this Agreement shall be filed only in the United States District Court for the Middle District of Florida or, if there is no federal jurisdiction over the action, in the courts of the State of Florida located in Orange County, Florida. You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. 

c. Merger

This Agreement (which hereby incorporates, by reference, any other provisions applicable to use of the Site) constitutes the entire agreement between you and us related to the Site and it supersedes all prior contemporaneous communications or promises, whether oral, written, or electronic, between you and us with respect to the Site and information, software, products and Services associated with it. 

d. Severability

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. 

e. No Waiver

No waiver of any portion of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed a waiver of any other term, provision or condition hereof, whether or not similar, nor shall any waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. 

Last Updated: July 30^th, 2025