Terms & Conditions

USER AGREEMENT

Spire is the name under which the Intagio Corporation operates this private luxury travel flash sale website (the "Site"). Within this Privacy Policy, "Spire" and "we" refer to Intagio Corporation., a Delaware corporation maintaining its principal place of business in San Francisco, California, United States.

This User Agreement describes the terms and conditions applicable to the services available through this Site. It also describes your responsibilities and, among other things, limits the liability of Spire BEFORE USING ANY OF THESE SERVICES, PLEASE READ CAREFULLY ALL OF THIS USER AGREEMENT, THE SPIRE PRIVACY POLICY, AND THE LEGAL NOTICE. BY ACCESSING ANY AREAS OF THIS SITE, USERS ("USERS" OR "YOU") AGREE TO BE LEGALLY BOUND AND TO ABIDE BY THESE TERMS AND CONDITIONS, WHICH WILL CONSTITUTE OUR AGREEMENT ("AGREEMENT"). If you do not agree with any part of this Agreement, YOU MUST NOT USE THIS SITE.

Spire reserves the right, in its sole discretion, to amend this Agreement at any time by posting the amended terms on this Site. The amended terms shall be effective from and after the date that they are posted on the Site. This Agreement may not otherwise be amended except in writing signed by both parties. However, additional terms and conditions may apply to particular reservations and to services purchased from hotels or other service providers, and you agree to abide by any applicable additional terms and conditions.

Spire incorporates herein by reference its Privacy Policy and its Legal Notice.  

1. Use of the Site
Spire grants you a limited, non-transferable license to use this Site in accordance with the terms and conditions of this User Agreement and its incorporated Legal Notice and Privacy Policy. You may only use this Site to make legitimate reservations or purchases and shall not use this Site for any other purposes, including without limitation, to make any speculative, false or fraudulent reservation or any reservation in anticipation of demand. This Site and the content provided in this Site, including the text, graphics, button icons, audio and video clips, digital downloads, data compilations and software, may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed without the written permission of Spire, and/or its third party providers and distributors, except that you may download, display and print the materials presented on this Site for your personal, non-commercial use only. You may not use any "robot," "spider" or other automatic device, or a program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the Web pages, data or content found on this Site, in any case without the prior written permission of Spire. You further agree that:

• You will not transmit or otherwise transfer any Web pages, data or content found on this Site to any other computer, server, Web Site, or other medium for mass distribution or for use in any commercial enterprise.
• You will not use any device, software or routine to interfere or attempt to interfere with the proper working of this Site.  
• You will not take any action that imposes a burden or load on our infrastructure that Spire deems in its sole discretion to be unreasonable or disproportionate to the benefits Spire obtains from your use of the Site.  

Unauthorized use of this Site and/or the materials contained on this Site may violate applicable copyright, trademark or other intellectual property laws or other laws. You must retain all copyright and trademark notices, including any other proprietary notices, contained in the materials, and you must not alter, obscure or obliterate any of such notices. The use of such materials on any other Web Site or in any environment of networked computers is prohibited. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. In addition, you are prohibited from posting or transmitting any information which (a) infringes the rights of others or violates their privacy or publicity rights, (b) is protected by copyright, trademark or other proprietary right, unless with the express written permission of the owner of such right, (c) contains a virus, bug or other harmful item, or (d) is used to unlawfully collude against another person in restraint of trade or competition. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from your use of this Site.

2. Terms and Conditions Applicable to your Purchase
Hotel rooms and packages made available through the Site are subject to all terms and conditions published by Spire and by the applicable Hotel. You agree to abide by the terms or conditions of purchase imposed by Spire and by any Hotel at which you request a reservation through the Site, including but not limited to payment of all amounts when due and compliance with both Spire’s and the Hotel's rules and restrictions regarding availability and use of rooms or services.  You understand that any violation of any of Spire’s or the Hotel's conditions of purchase may result in cancellation of your reservation(s) or purchase(s), in your being denied access to the Hotel, in your forfeiting any monies paid for such reservation(s) or purchase(s), and in Spire debiting your credit card or debit card for any costs Spire incurs as a result of such violation. You shall be completely responsible for all charges, fees, duties, taxes, and assessments arising out of the use of this Site.  When you check in at a Hotel, a credit card or, in the Hotel's discretion, a debit card, will be required to secure these charges and any incidental fees (phone calls, room service, movie rentals, etc.) that you may incur during your stay.

3. Charges for Taxes and Service Fees
Hotel stays are subject to taxation, which may include sales and use taxes, occupancy taxes, room taxes, excise taxes, value added taxes and/or other similar taxes. Taxability and the appropriate tax rate and the type of applicable taxes vary greatly by location. Spire may collect tax recovery charges on prepaid hotel reservations as part of the purchase.  You acknowledge that these tax recovery charges may vary from the actual tax amounts paid by Spire to the Hotel, depending on the terms and conditions in effect at the time of travel.  You acknowledge that Spire is not the vendor collecting and remitting taxes to the applicable taxing authorities.  Depending on the city and property you stay in, you may also be charged resort fees or other incidental fees, such as parking charges. These charges, if applicable, will be payable by you to the Hotel directly.

4. Response to Requests for Hotel Reservations
While Spire will use its good faith efforts to respond promptly to your reservation requests ("Requests"), no guarantee is made regarding to response or processing time. None of the Covered Parties is responsible for any errors or delays in responding to a Request including, without limitation, error or delays in responding to a Request caused by an incorrect e-mail address or other data provided by you or other technical problems beyond their control.

5. Links to Other Web Sites and Services
To the extent this Site contains links to outside services and resources, any concerns regarding such services or resources should be directed to the particular outside service or resource provider. None of the Covered Parties guarantees or warrants the accuracy or completeness of the information or content included on the Web Sites of these outside services and resources.

6. Privacy Policy
You confirm that you have read the Spire Privacy Policy, the terms of which are incorporated herein, and agree that the terms of such policy are reasonable and satisfactory to you. You consent to the use of your personal information by Spire and/or its third-party providers and distributors in accordance with the terms of and for the purposes set forth in the Privacy Policy. Spire makes no representation or warranty with regard to the sufficiency of the security measures used for data handling and storage. Spire will not be responsible for any actual or consequential damages that result from a lapse in compliance with the Privacy Policy because of a security breach or technical malfunction.

7. No Warranties
Except to the extent that a Hotel may agree to provide a warranty to you separate and apart from Spire’s obligations, all products, services, advice, merchandise and information available through this Site are provided on an "as is", "as available" basis without warranties of any kind, either expressed or implied, including, without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose. Without limiting the above, no warranty or guarantee is made by Spire (i) regarding the acceptance of any Request, (ii) regarding the availability of products and/or services through this Site or, where applicable, at any participating retailer or retailer location, (iii) that use of this Site and all software, products or services associated with this Site will be error free, (iv) regarding the results that may be obtained from the use of this Site, (v) regarding the completeness, accuracy, reliability or quality of any information content, data, service, advice or merchandise provided or available through this Site, (vi) regarding the performance or non-performance of this Site (vii) that this Site, its servers or any e-mail sent from Spire are free from viruses or other harmful components. You expressly agree that the use of this Site is at your sole risk.

 8. Limitation of Liability

8.1
IN NO EVENT SHALL SPIRE, INCLUDING ANY OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND/OR AFFILIATES OF PERFECT ESCAPES INC. (COLLECTIVELY, THE "COVERED PARTIES"), BE LIABLE FOR ANY INJURY, DEATH, LOSS, CLAIM, DAMAGE, ACT OF GOD, ACCIDENT, DELAY, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH ANY USE OF THIS SITE OR WITH ANY DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS SITE, EVEN IF A COVERED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HOTELS AND OTHER SUPPLIERS PROVIDING TRAVEL OR OTHER SERVICES THROUGH THE SITE (COLLECTIVELY, "HOTELS") ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF THE COVERED PARTIES. THE COVERED PARTIES DO NOT ASSUME LIABILITY FOR ANY INJURY, DAMAGE, DEATH, LOSS, ACCIDENT OR DELAY DUE TO AN ACT OR OMMISSION OF A HOTEL, INCLUDING, WITHOUT LIMITATION, AN ACT OF NEGLIGENCE OR THE DEFAULT OF A HOTEL, OR AN ACT OF GOD. FURTHER, NO RESPONSIBILITIES ARE ACCEPTED FOR ANY DAMAGE AND/OR DELAY DUE TO SICKNESS, PILFERAGE, LABOR DISPUTES, BANKRUPTCY, MACHINERY BREAKDOWN, QUARANTINE, GOVERNMENT RESTRAINTS, WEATHER, TERRORISM OR CAUSES BEYOND THE COVERED PARTIES' CONTROL. NO RESPONSIBILITY IS ACCEPTED FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, OR ACTS OF ANY GOVERNMENTAL AUTHORITY.

8.2
Further, the Covered Parties accept no responsibilities for:

• Any damage and/or delay due to Hotel cancellations, shortages, sickness, pilferage, labor disputes, bankruptcy, machinery breakdown, quarantine, government restraints, weather, terrorism or causes beyond the Covered Parties' control.
• Any additional expense, omissions, delays, re-routing or acts of any governmental authority.
• Any Hotel's breach of any warranty including, but not limited to, implied warranties of fitness for a particular purpose or of merchantability, nor shall any Covered Party be responsible for any other wrongdoing of a Hotel (including any liability in tort), as to any products and/or services available through this Site.
• Any Hotel's failure to comply with this Agreement nor for any Hotel's failure to comply with applicable federal, state, provincial and local law.
• Any damages to, or viruses that may infect your computer equipment or other property on account of your access to, use of, or browsings in this Site or your downloading of any materials, data, text, images, video or audio from the Site.

8.3
If, notwithstanding the foregoing, Spire or any third party provider or distributor should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of this Site or its content, the liability of Spire and the third party providers and distributors shall in no event exceed, in the aggregate, the greater of (a) the total charge to the User assessed by Spire for making a Request, or (b) US$100.00.

9. Third Parties
If you use this Site to submit Requests for or on behalf of a third-party ("Third-party"), such as a family member or a traveling companion, you are responsible for any error in the accuracy of information provided in connection with such use. In addition, you must inform the Third-party of all Terms and Conditions applicable to all products or services acquired through this Site including all rules and restrictions applicable thereto. Each User using this Site for or on behalf of a Third-party agrees to indemnify and hold each Covered Party harmless from and against any and all liabilities, losses, damages, suits and claims (including the costs of defense), relating to the Third-party's or the User's failure to fulfill any of its obligations as described above. You are directly responsible for any Request submitted including for total charges and performance obligations.

10. Links
This Site contains links to other Web Sites that are provided solely as a convenience to you and not as an endorsement by Spire, its third party providers or distributors of the contents of such other Web Sites. None of Spire or any third party provider or distributor shall be responsible for the content of any other Web Sites and make no representation or warranty regarding any other Web Sites or the contents or materials on such Web Sites. If you decide to access other Web Sites, you do so at your own risk.

11. User Comments, Feedback and Other Submissions
All comments, feedback, suggestions and ideas disclosed, submitted or offered to a Covered Party in connection with your use of this Site (collectively, "Comments"), shall be and remain the exclusive property of Spire and may be used by a Covered Party in any medium and for any purpose worldwide without obtaining your specific consent. For example, your Comments could be used on this Site and in online, radio, television and print advertisements. Your first name, first initial of your last name, and town and state may be used with any Comments you submit. No Covered Party is under any obligation to maintain your Comments (and the use of your first name and first initial of your last name with any comments) in confidence, to pay to you any compensation for any Comments submitted, or to respond to any of your Comments. You agree you will be solely responsible for the content of any Comments you make.

12. Review of Transmissions
Spire may, from time to time monitor and review any information transmitted or received through this Site and reserves the right to censor, edit, remove or prohibit the transmission or receipt of any information that Spire deems inappropriate or in violation of these terms and conditions. During monitoring, the information may be examined, recorded or copied, and your use of this Site constitutes your consent to such monitoring and review. You agree that if you submit suggestions, ideas, comments or questions or post any other information on this Site, you grant Spire and its affiliates a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicenseable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such content in any form, media or technology. Spire takes no responsibility and assumes no liability for any content posted or submitted by you.

13. Relationship
The relationship between Spire and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other.

14. Overseas Travel
We have no special knowledge regarding foreign entry requirements such as the need for passports and visas, unsafe conditions, health hazards, weather hazards, supplier bankruptcies, or the suitability for disabled persons of any portion of any tour. For foreign entry requirements, go to travel.state.gov/travel/foreignentryreqs.html. For State Department travel warnings and advisories, go to travel.state.gov/travel/warnings.html. For foreign health requirements and dangers, go to www.cdc.gov/travel/index.htm. You hereby release the Covered Parties from any claims resulting in whole or in part from any problem covered in this paragraph and any other causes not within our control.

15. Age and Responsibility
If you use this Site, you represent that you are of sufficient legal age to use this Site and to create binding legal obligations for any liability you may incur as a result of the use of this Site.

16. Electronic Communication
If you use this Site, you acknowledge that you are communicating electronically with Spire and that all agreement, disclosures and other communication that Spire provides to you electronically will satisfy any legal requirement that such agreements, disclosures and communication be in writing.

17. Termination
In its sole discretion, in addition to any other rights or remedies available to Spire and without any liability whatsoever, Spire at any time and without notice may terminate or restrict your access to any component of this Site and/or terminate this User Agreement. Such termination or restriction shall not affect any right to relief to which Spire and its third party providers and distributors may be entitled, at law or in equity. Upon any termination of this User Agreement and these terms and conditions, all rights granted to you will terminate and revert to Spire and its third party providers or distributors, as applicable.

18. Governing Law
This Agreement and its performance shall be governed by the laws of the State of California, United States of America, without regard to its conflict of laws provisions. You consent and submit to the exclusive jurisdiction of the state and federal courts located in San Francisco County, the State of California, United States of America, in all questions and controversies arising out of your use of this Site and this User Agreement. To the extent allowed by applicable law, any claim or cause of action arising from or relating to your access or use of this Site must be brought within two (2) years from the date on which such claim or action arose or accrued.

19. Attorney's Fees
If Spire or its affiliates take any action to enforce this User Agreement and these terms and conditions, such parties will be entitled to recover from you, and you agree to pay, all reasonable and necessary attorney's fees and any cost of litigation, in addition to any other relief, at law or in equity, to which such parties may be entitled.

20. Injunctive Relief
You acknowledge that a violation or attempted violation of any of this User Agreement and these terms and conditions will cause such damage to Spire as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that Spire shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by You, or Your affiliates, partners, or agents, as well as recover from You any and all costs and expenses sustained or incurred by Spire in obtaining such an injunction, including, without limitation, reasonable attorney's fees. You agree that no bond or other security shall be required in connection with such injunction.

21. Assignment
You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.

22. Severability
These terms and conditions shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

 23. Headings
The headings used in this User Agreement are included for convenience only and will not limit or otherwise affect the terms and conditions herein.

 Travel Service Disclosures
Intagio Corporation is a seller of travel in the State of California (CST 2083558-50). Registration as a Seller of Travel does not constitute approval by the State of California. Intagio Corporation is a participant in the California Travel Consumer Restitution Fund. California law requires certain sellers of travel to have a trust account or bond. Intagio Corporation has a bond issued by Fidelity and Deposit Company of Maryland in the amount of $10,000.