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HYATT INCENTIVE REWARDS PURCHASER AGREEMENT

This Purchaser Agreement (“Agreement”) between Hyatt Fulfillment of Maryland, Inc. (“Hyatt”) and the organization purchasing products from Hyatt (“Customer”) outlines the terms and conditions that apply to Customer’s purchase and use of Hyatt Nights Certificates, Hyatt Gift Cards and Hyatt Check Certificates (“Products”).


  1. Purchasing & Payment: The prices for Products may be found on b2b.hyattincentiverewards.com and is subject to change without notice.

  2. Validity and Redemption of Certificates: Hyatt Nights Certificates and Hyatt Check Certificates expire at the end of the month, fifteen (15) months from the date they are printed. Hyatt Gift Cards have no expiration date. Hyatt Nights Certificates and Hyatt Check Certificates (where applicable) shall be void of their initial value as of the expiration date specified on each such certificate. Products validly purchased by Customer and issued by Hyatt will be valid through their date of expiration (if applicable). Participating Hyatt-branded properties that accept Products are subject to change at any time at Hyatt’s sole discretion and are listed at http://www.hyattincentiverewards.com/ParticipationLocations.aspx.

    Hyatt Nights Certificates are purchased by level, with each participating Hyatt-branded property being designated at a specified level. Hyatt reserves the right to change the level of a participating Hyatt-branded property at any time without notice.

    NOTE: A party intending to use a Hyatt Nights Certificate must specify that intention at time of booking and provide the Hyatt Nights Certificate code. Any such confirmed Hyatt Nights Certificate reservation at a then-participating Hyatt-branded property, will be valid for that specific reservation, even if the specific Hyatt-branded property is subsequently removed from the Hyatt Nights Certificates’ participating property list after the confirmed reservation is made and before hotel check-out takes place. However, if a particular participating property will no longer be a Hyatt-branded property between the reservation time and guest stay, the guest will be contacted by Hyatt’s central reservations department to find a suitable alternative Hyatt-branded property.

  3. Delivery of Certificates: Unless otherwise agreed to by the parties, Hyatt shall deliver the Products in bulk to Customer. Unless otherwise directed by Customer in writing, Hyatt will ship all Products to the address provided during the order. Hyatt’s standard delivery costs are outlined on b2b.hyattincentiverewards.com and are subject to change without notice. Should Customer desire custom Product fulfillment services, such as individual Product receipt via FedEx delivery or electronic “virtual delivery” via e-mail, Hyatt will be happy to consult with Customer about Customer’s specific needs and then provide Customer with a proposal for Hyatt’s services and the associated costs.

    Customer’s order will be shipped for receipt by Customer within one to two (1-2) business days after receipt of Customer’s order; provided, however, that all other pertinent terms and conditions set out in this Agreement have been met. Delivery times provided herein are estimates only.

    NOTE: Products shall be sent FOB origin if Hyatt mails the Products via USPS or electronic mail; Products shall be sent FOB destination if Hyatt ships the Products via a commercial shipping service (e.g. FedEx).

  4. Permitted Use and Marketing of Certificates: Customer represents and warrants that Customer is purchasing the Products for use only as part of a bona fide loyalty, certificate, or promotional program (an “Incentive Program”), as that term is defined under the Federal Credit Card Accountability Responsibility and Disclosure Act of 2009, Regulation E, and similar federal and state laws, rules and regulations, or for use in an auction for the benefit of a charitable organization (“Charitable Auction”), or for resale to a purchaser that is not a member of the general public (“Client”) for use in an Incentive Program or Charitable Auction. Customer agrees to contractually require Customer’s Clients to limit their use of the Products to an Incentive Program or Charitable Auction.

    Hyatt reserves the right to require Customer and Customer’s Client(s) to submit a description of the Incentive Program, Charitable Auction or resale program, as well as samples of any intended communications that promote and/or describe Hyatt’s Products prior to the fulfillment of any Product orders. Products may not be sold, resold, exchanged, bartered or otherwise used by Clients, Clients' employees or agents, or any other recipient for any purpose other than for use in an Incentive Program or a Charitable Auction (for example, Products may not be used for business travel). Customer may transfer Products as gifts.

    Any program in which Customer features the Products shall be administered, performed and marketed by Customer and/or Customer’s Client at Customer’s and/or Customer’s Client’s sole expense. Should the Products subsequently be removed from a program, all required notices to the general public, Customer’s Clients, Customer’s Client’s affiliates, business associates and employees will be the sole responsibility of Customer and Customer’s Client.

    Except as described above, Customer and Customer’s Clients may not restrict the recipient’s use of Products beyond those restrictions already specified in this Agreement or on the Products themselves. So, for example, Customer and Customer’s Client may not add a reservation fee, cancellation fee, or advance deposit requirement. If Customer or Customer’s Client requires Product recipients to enter into any type of legally binding contract in order to receive their Products, such as a “gift with purchase” consumer program, Customer and Customer’s Client agree to make sure the following statement is prominently and clearly communicated within the context of such program:

    All Terms & Conditions of this Certificate program, other than those printed on the Certificate itself, are established and administered by [Program Sponsor] and not by Hyatt Hotels Corporation or any of its subsidiaries or participating properties.

    NOTE: Any Product with a defined/restricted participating property list (e.g., Hyatt Nights Certificate) may not be communicated as only being redeemable at a specified participating hotel or subset of the participating hotel list. Customer must disclose all material restrictions of each Product when marketing that Product.

  5. Names, Logos, Trademarks, Service Marks and Copyrighted Material: Neither party, nor any of their Clients, may use the other party’s corporate names, logos, trademarks, service marks or copyrighted material without the prior written consent of the owning party. Hyatt reserves the right to require Customer to submit for Hyatt’s approval any proposed promotional or instructional materials related to or featuring the Products. Also, Customer and Customer’s Clients may not express any endorsement by Hyatt Fulfillment of Maryland, Hyatt Hotels Corporation or any affiliates in any program or general business communications without the prior written permission of Hyatt.

  6. Compliance with Law: Customer represents and warrants that Customer will comply with all applicable laws, rules, ordinances, orders and regulations, including, but not limited to, those related to Customer’s use and marketing of the Products, including the administration and marketing of an Incentive Program, Charitable Auction, or resale program for Products (as applicable), and that Customer will contractually require Customer’s Clients to do the same.

  7. Indemnification: Customer agrees to indemnify, defend and hold Hyatt Fulfillment of Maryland (including its parent, affiliates, successors, officers, directors, agents, and employees) harmless from any loss, damage, cost, expense, liability and settlement, including reasonable attorneys’ fees, arising from a claim or action by any third party arising from Customer’s gross negligence, willful misconduct, or material breach of any of its representations, warranties or other obligations under this Agreement, or from the administration of an Incentive Program or Charitable Auction. Hyatt Fulfillment of Maryland agrees to indemnify, defend and hold Customer (including its parent, affiliates, successors, officers, directors, agent, and employees) harmless from any loss, damage, cost, expense, liability and settlement, including reasonable attorneys’ fees, arising from a claim or action by any third party arising from Hyatt Fulfillment of Maryland’s gross negligence, willful misconduct or material breach of any of its representations, warranties or other obligations under this Agreement.

  8. Miscellaneous: Hyatt and Customer each agrees to abide by the following basic terms and conditions:

    1. This Agreement outlining the terms and conditions of the parties’ ensuing business relationship, including attachments, constitutes Hyatt and Customer’s entire agreement and supersedes any other prior written or oral communications relative to the nature of this Agreement. Any changes made to the terms and conditions of this Agreement must be agreed to, in writing, by both parties.
    2. Should any of the terms and conditions outlined in this Agreement ever not be adhered to or enforced at any time for any reason, such lack of enforcement would not constitute an agreed waiver of any terms and conditions.
    3. To the extent that any provision of this Agreement may be held to be legally unenforceable, the remaining provisions shall be given full force and effect.
    4. This Agreement is between Customer and Hyatt and therefore cannot be assigned, delegated or transferred to any other party without prior written consent by Hyatt.
    5. As described above, our business relationship is one of “Seller / Buyer” and should not be interpreted as any form of a partnership, joint venture, or agency relationship.
    6. Any notice by Hyatt will be sent to Customer’s address provided in Customer’s Certificates order. Any notice from Customer to Hyatt should be sent to:
      Hyatt Fulfillment of Maryland
      71 S. Wacker Drive, 17th Floor
      Chicago, IL 60606
      With a copy to the same address sent to the attention of General Counsel. Either party may notify the other party of a change in address at any time. All notices under this Agreement must be sent by registered mail, certified mail, or nationally recognized overnight carrier.
    7. In the event that any legal proceedings should be undertaken relative to the nature of the parties’ business relationship and the terms and conditions of this Agreement, Hyatt and Customer agree that such legal proceedings will be governed by the laws of the State of Maryland, without regard to its choice of law provisions, and the non-prevailing party will pay the prevailing party’s reasonable attorneys’ fees and costs. The parties to this Agreement further agree that they each consent to the exclusive jurisdiction of the state and federal courts located in Maryland and waive any claim of lack of jurisdiction or forum non conveniens.