Points.com, Inc. Terms & Conditions

You acknowledge and accept these terms and conditions (these "Terms and Conditions") by submitting your online request to purchase points from Points.com Inc., a corporation existing and resident in the Province of Ontario, Canada and located at 171 John Street, 5th Floor, Toronto, Ontario, M5T 1X3 ("Points.com").

BUY/GIFT

  1. You must be a member in good standing of Hilton HHonors program, in order to receive points. In order to participate in a purchase or transfer transaction, you must have a positive account balance and have been active within the Hilton HHonors program within the past 30 days.
  2. Your purchase request shall not be effective until accepted by Points.com. Acceptance by Points.com shall be evidenced only by the actual delivery of points into your account or the person you have given points to. Notwithstanding the foregoing, Points.com reserves the right to revoke or cancel any acceptance and cancel and reverse transactions as set forth below.
  3. Purchases of points are non-refundable.
  4. Any purchased points will not count toward qualification for any increased or improved status in the Hilton HHonors program.
  5. You may purchase up to 40,000 points per transaction. You may purchase a maximum of 40,000 points per year for your own account and no member may receive more than 40,000 points per year as a gift. Points must be purchased in 1,000 point increments.
  6. You may not sell, barter or otherwise conduct any unauthorized distribution of any points purchased hereunder. If any points purchased by you are resold, distributed or used for improper purposes as determined by Points.com in its sole and absolute discretion, or obtained through credit card abuse or fraud or other illegal means, Points.com may, at its option and with the assistance of Hilton HHonors Worldwide, L.L.C. cancel, void, refuse to honor and/or confiscate such points and pursue any and all other rights and remedies that may be available. You agree that Points.com may debit your account or the account you have given points to in connection with the foregoing. You agree to fully cooperate with all reasonable requests of Points.com concerning any investigation or prosecution of anyone engaging in or suspected of engaging in abuse or fraud with respect to the sale of points hereunder.
  7. The purchase of points is not a guarantee of the availability of any Hilton HHonors rewards and Points.com shall have no liability or responsibility where you are unable to use or redeem any purchased points.
  8. You agree to pay Points.com in full by credit card prior to any points being posted to your Hilton Honors account or the account of the person you have purchased them for. By submitting a request to purchase points you authorize Points.com or its representative to charge the credit card number you provided.
  9. You agree that the awarding and use of all points, including those purchased hereunder, are subject to the terms, conditions, exclusions and limitations of the Hilton HHonors program, and that Hilton HHonors Worldwide, L.L.C. has the sole and exclusive authority and responsibility for operating, modifying, terminating and establishing the terms and conditions applicable to the Hilton HHonors program. Points.com shall have no liability or responsibility to you for, and has no obligation to notify you of, any action, inaction or decision taken by Hilton HHonors Worldwide, L.L.C. in connection with the Hilton HHonors program. You hereby agree not to make any claim against Points.com for any action, inaction or decision taken by Hilton HHonors Worldwide, L.L.C. in connection with the Hilton HHonors program. Points.com shall not be treated as the agent of Hilton HHonors Worldwide, L.L.C. for any purpose.
  10. You shall indemnify, defend and hold Points.com and its affiliates, and their respective directors, officers, employees, contractors, partners, agents, affiliates, successors and assigns, harmless from and against any and all losses, obligations, claims, damages, demands, liabilities, suits, actions, costs, fees and expenses whatsoever incurred, suffered or borne by or asserted against any such persons in any way relating to, arising out of or resulting from (i) your use of or participation in the Hilton HHonors program, (ii) your performance or failure to perform hereunder or (iii) any breach by you of these Terms and Conditions.
  11. THE POINTS SOLD TO YOU AND ANY ASSOCIATED SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY, REPRESENTATION, CONDITION OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
  12. POINTS.COM'S ENTIRE LIABILITY, REGARDLESS OF THE FORM OF CAUSE OF ACTION, DEMAND OR CLAIM, WHETHER BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE, SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR THE PURCHASE OF POINTS. IN NO EVENT SHALL POINTS.COM BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED IN CONNECTION WITH THESE TERMS AND CONDITIONS OR YOUR PURCHASE OF POINTS HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OF CAUSE OF ACTION, DEMAND OR CLAIM, WHETHER BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE, AND EVEN IF SUCH DAMAGES ARE FORESEEABLE OR POINTS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  13. You shall comply with all laws, rules and regulations applicable to these Terms and Conditions and your purchase of points.
  14. These Terms and Conditions are governed exclusively by the laws of the Province of Ontario, Canada notwithstanding any principles of conflicts of law. To the extent permitted by applicable law, any claim, dispute or controversy between you and Points.com shall be determined by final and binding arbitration to the exclusion of the courts. Such arbitration will be conducted in Toronto, Ontario, Canada on a simplified and expedited basis by one arbitrator pursuant to the current laws and rules relating to commercial arbitration in Ontario. If the foregoing arbitration is not permitted by applicable law or any court with jurisdiction, you irrevocably agree that all claims, disputes or controversies shall be settled exclusively by the courts of the Province of Ontario.
  15. You may not assign or transfer these Terms and Conditions, or any right or obligation hereunder.
  16. These Terms and Conditions, together with your purchase request, constitute the entire agreement between you and Points.com with respect to the subject matter hereof and supersede all prior or contemporaneous agreements or understandings, if any, whether written or oral, relating to such subject matter. No modification, amendment or waiver of these Terms and Conditions shall be effective or binding unless made in writing and signed by Points.com.
  17. Points.com shall have no liability for delays or failure in its performance hereunder caused by any act of God, war, strike, labor dispute, work stoppage, fire, act of government, or any other cause, whether similar or dissimilar beyond its control.

TRANSFER

  1. You and the transferee must each be a member in good standing of the Hilton HHonors in order to complete a transfer of points. In order to participate in a purchase or transfer transaction, you must have a positive account balance and have been active within the Hilton HHonors program within the past 30 days.
  2. Your transfer request shall not be effective until accepted by Points.com. Acceptance by Points.com shall be evidenced only by the actual debiting of points from your account and depositing of such points into the account of the transferee. Notwithstanding the foregoing, Points.com reserves the right to revoke or cancel any acceptance and cancel and reverse transactions as set forth below.
  3. Transfers of points are non-refundable.
  4. Any transferred points will not count toward qualification for any increased or improved status in the Hilton HHonors
  5. You may transfer up to 200,000 points per transaction. Points must be transferred in 5,000 point increments.
  6. Neither you nor the transferee may sell, barter or otherwise conduct any unauthorized distribution of any points transferred hereunder. If any points are resold, distributed or used for improper purposes as determined by Points.com.com in its sole and absolute discretion, or any transfer of points is conducted through credit card abuse or fraud or other illegal means, Points.com may, at its option and with the assistance of Hilton HHonors Worldwide, L.L.C. cancel, void, refuse to honor and/or confiscate such transferred points and pursue any and all other rights and remedies that may be available. You agree that Points.com may debit your account or the account you have transferred points to in connection with the foregoing. You agree to fully cooperate with all reasonable requests of Points.com concerning any investigation or prosecution of anyone engaging in or suspected of engaging in abuse or fraud with respect to the transfer of points hereunder.
  7. The transfer of points is not a guarantee of the availability of any Hilton HHonors rewards and Points.com shall have no liability or responsibility where you or the transferee are unable to use or redeem any transferred points.
  8. You agree to pay Points.com in full by credit card prior to any points being posted to the transferee's Hilton HHonors account. By submitting a request to transfer points you authorize Points.com or its representative to charge the credit card number you provided.
  9. You agree that the awarding and use of all points, including those transferred hereunder, are subject to the terms, conditions, exclusions and limitations of the Hilton HHonors, and that Hilton HHonors Worldwide, L.L.C. has the sole and exclusive authority and responsibility for operating, modifying, terminating and establishing the terms and conditions applicable to the Hilton HHonors. Points.com shall have no liability or responsibility to you for, and has no obligation to notify you of, any action, inaction or decision taken by Hilton HHonors Worldwide, L.L.C. in connection with the Hilton HHonors. You hereby agree not to make any claim against Points.com for any action, inaction or decision taken by Hilton HHonors Worldwide, L.L.C. in connection with the Hilton HHonors. Points.com shall not be treated as the agent of Hilton HHonors Worldwide, L.L.C. for any purpose.
  10. You shall indemnify, defend and hold Points.com and its affiliates, and their respective directors, officers, employees, contractors, partners, agents, affiliates, successors and assigns, harmless from and against any and all losses, obligations, claims, damages, demands, liabilities, suits, actions, costs, fees and expenses whatsoever incurred, suffered or borne by or asserted against any such persons in any way relating to, arising out of or resulting from (i) your use of or participation in the Hilton HHonors, (ii) your performance or failure to perform hereunder or (iii) any breach by you of these Terms and Conditions.
  11. THE POINTS TRANSFERRED AND ANY ASSOCIATED SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY, REPRESENTATION, CONDITION OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
  12. POINTS.COM'S ENTIRE LIABILITY, REGARDLESS OF THE FORM OF CAUSE OF ACTION, DEMAND OR CLAIM, WHETHER BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE, SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR THE TRANSFER OF POINTS. IN NO EVENT SHALL POINTS.COM BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED IN CONNECTION WITH THESE TERMS AND CONDITIONS OR YOUR TRANSFER OF POINTS HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OF CAUSE OF ACTION, DEMAND OR CLAIM, WHETHER BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE, AND EVEN IF SUCH DAMAGES ARE FORESEEABLE OR POINTS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  13. You shall comply with all laws, rules and regulations applicable to these Terms and Conditions and your transfer of points.
  14. These Terms and Conditions are governed exclusively by the laws of the Province of Ontario, Canada notwithstanding any principles of conflicts of law. To the extent permitted by applicable law, any claim, dispute or controversy between you and Points.com shall be determined by final and binding arbitration to the exclusion of the courts. Such arbitration will be conducted in Toronto, Ontario, Canada on a simplified and expedited basis by one arbitrator pursuant to the current laws and rules relating to commercial arbitration in Ontario. If the foregoing arbitration is not permitted by applicable law or any court with jurisdiction, you irrevocably agree that all claims, disputes or controversies shall be settled exclusively by the courts of the Province of Ontario.
  15. You may not assign or transfer these Terms and Conditions, or any right or obligation hereunder.
  16. These Terms and Conditions, together with your transfer request, constitute the entire agreement between you and Points.com with respect to the subject matter hereof and supersede all prior or contemporaneous agreements or understandings, if any, whether written or oral, relating to such subject matter. No modification, amendment or waiver of these Terms and Conditions shall be effective or binding unless made in writing and signed by Points.com.
  17. Points.com shall have no liability for delays or failure in its performance hereunder caused by any act of God, war, strike, labor dispute, work stoppage, fire, act of government, or any other cause, whether similar or dissimilar beyond its control.

GIFT REGISTRY

This gift registry ("Registry") is made available to you by Hilton HHonors Worldwide, L.L.C. and is provided by Points.com. When used herein the terms "we", "us", and "our" refer collectively to Hilton HHonors Worldwide, L.L.C. and Points.com.

The following terms and conditions govern your use of the Registry. If you do not agree with any of these terms and conditions, you may not use the Registry.

We reserve the right, at any time, to modify these terms and conditions. Your continued usage of the Registry following such modification shall constitute your acceptance of the changes. If you do not agree to any such changes you must immediately cease using the Registry.

Use of the Registry

You may use the Registry for personal purposes only and not for any business, commercial or other use. You are responsible for keeping your user ID and password confidential. You must be a Hilton HHonors Member with your account in good standing to create and maintain a Registry account. Only Hilton HHonors Members with their Hilton HHonors accounts in good standing can transfer Hilton HHonors Points to a Registry. Both Hilton HHonors Members and non-members can buy Hilton HHonors Points to gift to a Registry.

HHonors Points may be transferred to a Registry at an increment of 5,000 points. GST/HST will be charged to Canadian residents. Transferred HHonors Points will be posted to a Registry within twenty-four (24) hours.

HHonors Points may be purchased and gifted to a Registry at an increment of 1,000 points. (GST/HST will be charged to Canadian residents.) A minimum of 1,000 HHonors Points must be purchased in one transaction; a maximum of 40,000 HHonors Points may be purchased in one transaction. Purchased and gifted HHonors Points will be posted to a Registry within twenty-four (24) hours.

Transferred or purchased HHonors Points are not refundable. A maximum of 200,000 HHonors Points can be transferred or received within a single transaction. A maximum of 40,000 Hilton HHonors points can be received as a gift within a single calendar year. There is no annual limit on number of HHonors Points that can be received as a gift through a Transfer. Fees associated with the transfer or purchase of HHonors Points are subject to change at any time, at our sole discretion, and may be supplemented by special limited time offers. All standard Hilton HHonors program rules and conditions apply.

User Content

Registry account holders and Registry users who gift points to a Registry may post comments to the applicable Registry wall. The Registry account holder has the authority to remove any such comments, and we have the right, in our sole discretion, to reject, refuse to post or to remove any posting or comment that contains profanity, is inappropriate, is inconsistent with our brand values, is offensive in any way or for any other or no reason, without prior notice or explanation and without liability. Hilton also has the right, in its sole discretion, to deny, restrict, suspend or terminate a user's ability to post content, with or without prior notice or explanation, and without liability. Hilton assumes no responsibility for content appearing on a Registry.

You represent and warrant that you exclusively own any content that you post to any Registry and that your posting of such content does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. To the extent any such content is covered by intellectual property rights, like photos, you specifically grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and/or distribute such content on or in connection with the Registry and on or through the Hilton Websites (as defined in the Hilton Website Terms and Conditions). You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any content posted by you on or through the Registry.

Use of Personal Information

When you sign-up to create a Registry, Points.com will collect your name, email address, and Hilton HHonors account number. Points.com also will ask you to provide information relating to the purpose of your Registry, your goals, and any personal message you may want included on the Registry. Your name (either first name or full name), Registry purpose, goals, personal message, and any other content you provide will be made publicly available to anyone viewing your Registry page.

Any information you provide may also be used in accordance with Points.com Privacy Policy. Without limiting any rights Points.com has pursuant to the Privacy Policy, they will use the foregoing personal information to enable and administer the Registry for you and to allow your friends and family to purchase Hilton HHonors Points for you or to transfer their existing Hilton HHonors Points to you. Points.com may disclose this information to their service providers in connection with the operation of the Registry service.

You agree that Points.com may send you email communications to help you maximize the effectiveness of your use of your Registry. We may also email you requests to participate in surveys that allow us to improve the Registry service.

Proprietary Rights and Trademarks

All materials and content on the Registry site other than the content you supply (collectively, the "Content"), including, without limitation, text, images, illustrations, audio clips, video clips, special games, surveys, and special promotions, are owned and controlled by us and/or our service providers and protected by intellectual property rights. None of the Content may be copied, downloaded, reproduced, republished, uploaded, posted, transmitted, distributed or otherwise exploited in any way without our prior written consent or except as specifically permitted on the Registry site. Use of the Content for any purpose other than as expressly permitted hereunder is prohibited.

The trademarks, logos and service marks that you see on the Registry are owned and controlled by us and/or our service providers. Nothing herein grants you any license or right to use any such marks or logos. Your misuse of any such marks or logos is strictly prohibited.

Termination

We may terminate your right to use the Registry immediately, without notice to you, if, in our sole discretion, you fail to comply with any of these terms and conditions or engage in any fraudulent, criminal or other unauthorized activity.

Disclaimer

THE REGISTRY SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY, REPRESENTATION, CONDITION OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED. HILTON EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMIATION ,ANY EXPRESS OR IMPLIED WARRANTY OF EXPECTATION OF PRIVACY, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE, THOSE ARISING BY STATUTE, OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

Limitation of Liability

IN NO EVENT SHALL WE, OUR AFFILIATES OR OUR SERVICE PROVIDERS, OR ANY OF OUR OR THEIR OFFICERS, DIRECTORS AND EMPLOYEES (COLLECTIVELY, THE "RELEASED PARTIES"), BE LIABLE FOR ANY DAMAGES (WHETHER SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL OR OTHERWISE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE THE REGISTRY (INCLUDING, WITHOUT LIMITATION, ANY USER GENERATED CONTENT POSTED OR SHARED IN CONNECTION THEREWITH), HOWSOEVER CAUSED AND REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESEEABLE OR ANY OF THE RELEASED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT IN ANY WAY LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL THE RELEASED PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER (WHETHER SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL OR OTHERWISE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH A THIRD PARTY’S UNAUTHORIZED ACCESS TO YOUR INFORMATION, HOWSOEVER CAUSED AND REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESEEABLE OR ANY OF THE RELEASED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.