Wholesalers

Joining DenihanCONNECT is easy! Follow the steps below and within 4-6 weeks you’ll receive your unique access code and can start reserving stays at any hotels in the Denihan portfolio.

Step 1: Submitting your DenihanCONNECT application

Download the paper application or submit an online application Complete your application, including all mandatory fields Submit your application to [email protected]

Step 2: Setting up your account

Once your application is approved, we’ll contact you with our DenihanCONNECT partnership agreement. Simply review our contract terms and we will provide you with your own private booking code.

Step 3: Start Reserving Stays

Upon acceptance to DenihanCONNECT and executing an agreement with us, you’ll receive an exclusive booking link and access code to begin reserving stays at participating hotels.

Special perks include up to 25% off our Flexible Rates, free Wi-Fi, seasonal offers and access to our rooms inventory, including specialty suites.

As a member of DenihanCONNECT you’ll have 24/7 access to our hotel rates giving you the ability to book wherever you want, whenever you want.

Simply book on Denihan.com or via our individual property booking tools or through your individual booking link. Just make sure you enter your exclusive code in the Corporate / Promotion Code section found on the left-hand side of the booking window.

DENIHAN

Denihan is a privately-held, full service management and development company operating under Denihan Hospitality and Denihan Investments. Together, they own and/or operate 10 boutique hotels in major urban markets throughout the U.S. For over 50 years, Denihan has built a world-class lodging investment platform within the boutique hotel space, creating value by acquiring, repositioning and managing independent hotels.

The Denihan portfolio includes properties operating under The James and Affinia Hotel Collection brands, as well as Manhattan luxury independents, The Surrey, and The Benjamin. Denihan’s hotels also include an impressive list of chef-driven restaurants and bars.

Need access to an image or logo? We’ve got you covered. Simply visit dhgdigital.com, create a user name and password and select the assets you need.

DHG MANAGEMENT COMPANY, LLC DENIHANCONNECT WHOLESALE PROGRAM AGREEMENT

This DHG MANAGEMENT COMPANY, LLC DENIHANCONNECT WHOLESALE PROGRAM AGREEMENT (the “Agreement) is made and entered into by and between, the company designated below (“Company”) and DHG Management Company, LLC (“DHG”). The Effective Date of this Agreement shall be the date that a Company executive acknowledges below that he/she has read, understands, and agrees to be bound by following the terms and conditions governing Company’s use of the DHG Management Company, LLC denihanconnect Rate (“Rate”).

1. Sale of Rooms. Rates are net, non-commissionable, per room, per night and will be quoted in U.S. Dollars, unless otherwise indicated. No commission shall be due or payable by DHG or any participating property in connection with the booking or consumption of rooms hereunder.

a. Rates may be offered and sold by Company to consumers strictly for leisure business, and must be marked-up and distributed by Company as part of a packaged travel product that is, at a minimum, a combination of a room and either airfare or an overnight cruise (“Travel Package”). In no event shall Rates be sold by Company as a room-only product. Rates are not applicable for the booking of travel groups, specific departure programs and tour series, which must be negotiated through the DHG Group Sales Office.

b. If Company is acting as a “Receptive Wholesaler”, and solely distributing room inventory to non-consumer clients who in turn market and distribute such inventory to consumers as part of Travel Packages, Company may provide Rates to such non-consumer clients so long as: (a) the posted rate reflects a markup from the Rates; and (b) Company discloses to the non-consumer client that (i) it cannot sell such rooms unbundled from a Travel Package, and (ii) should the Rates be unbundled from a Travel Package (in violation of this Agreement), the Rates must be marked up so as not to violate DHG Management Company, LLC denihanconnect’s Best Rate Guarantee policy (“DHG BRG”). A copy of which is included as Exhibit A.

2. Non-disclosure of Rates. Company shall not offer or sell rooms in a manner that discloses, directly or indirectly, the Rates to the customer or any other party. Company shall also not disclose to the customer or any other party the rate for any component (including airfare) that is included in a Travel Package. If Company does disclose or publish any Rates associated with a room that is offered as part of a Travel Package, Company will indemnify and hold DHG harmless from and against any claims, losses and costs caused thereby, including, without limitation, any claims by consumers under DHG BRG. Company shall not advertise that they have the “lowest prices available” for DHG room inventory.

3. Mandatory Charges. Rates may not include all charges (such as automatic property charges) and state/local taxes applicable to the room. It is the sole responsibility of Company to clearly and conspicuously disclose to the customer in advance of booking (in accordance with DHG’s distribution and disclosure policies), all mandatory applicable charges and state/local taxes specified by the applicable participating property, and whether or not such items are inclusive of, or in addition to, the price charged by Company for the Travel Package, and that the customer is responsible for the payment of any additional charges or taxes. Any failure by Company to comply with the requirements specified in this paragraph and/or applicable laws and regulations, including, without limitation, any administrative, judicial or governmental requirements, mandates or orders, regarding disclosure of all applicable fees, charges or state/local taxes shall constitute a material breach by Company.

4. Incidental Charges. Company shall advise all customers who purchase rooms at participating properties that they are responsible for all incidental charges that may be incurred during the course of their stay at the property including, without limitation, charges for extra person, extra bed, room service, movies and/or telephone.

5. Confirmation. Company shall provide, in accordance with all applicable laws and privacy policies, confirmation of Travel Package details to its customers. Such confirmation shall provide customers with the name, brand affiliation, precise location and telephone number of the relevant participating property, the property telephone number, the applicable cancellation, early departure and refund restrictions.

6. Restriction on Onward Distribution. a. Rates are solely for use by companies and organizations that have executed the Agreement with DHG Management Company, LLC. Rates and this Agreement are non-transferable or assignable to any other company or organization including, without limitation, any electronic internet, online distribution system or Global Distribution System (GDS). Company acknowledges and agrees that it is not authorized by DHG to release, re-distribute or assign Rates to or through any other company or distribution channel. b. If Company is acting as a Receptive Wholesaler, Rates may be distributed by Company to companies or organizations that operate off-line distribution channels; provided, however, that DHG and participating properties may, in their sole discretion, prohibit Company’s onward distribution to companies and organizations that have either violated DHG BRG or that DHG determines do not qualify for use of Rates (including, without limitation, online distributors such as Orbitz and Priceline.com). Company acknowledges that it must restrict recipients of Rates from any further onward distribution by them, and shall remain liable for violations of this Agreement including, but not limited to, DHG BRG by companies and organizations that have received the Rates from Company. c. In the event of any violation of any portion of this Section 6, DHG and each participating property reserves the right to immediately terminate this Agreement and to seek any remedies available at law or in equity. Company acknowledges and agrees that a violation of any portion of this Section 6 will cause irreparable harm to DHG and the applicable participating properties, and that accordingly DHG and each participating property shall be entitled to seek immediate injunctive relief preventing the continued offer or sale of rooms in violation of this Agreement.

7. Marketing. Usage of DHG Management Company, LLC Keywords and Imagery By offering Rates, DHG does not confer or imply a transfer of any rights, title, or interest in its service marks, trademarks and keywords, for its hotel brands, hotel properties, and affiliates. By accepting these Rates, Company agrees that the service marks are, and at all times will remain, the property of DHG . Company further agrees that prior to the incorporation of any DHG service marks in promotional materials (whether printed, online, or otherwise), Company will provide such materials to DHG for advance approval. Company further agrees that it will not at any time incorporate any of DHG’s service marks, or any portion or derivation thereof, in any Internet domain name, or register any of DHG’s service marks with any Internet search engine or similar service provider for the purpose of obtaining search engine priority. For high resolution, approved photography, please go to www.dhgdigital.com to download requested pictures. If Company is not already registered, Company must do so. Company will receive confirmation from our marketing department with 24 hours after completing the registration process.

8. Best Rate Guarantee. Company acknowledges that its publication, offer and sale of any rooms is subject to compliance with DHG BRG. Accordingly, Company may not publish, offer or sell any rooms at Rates that are less than the Rates for such accommodations that are available to the consumer on any website under the Denihan.com or Affinia.com domains or on any other DHG owned or operated websites. In the event of the violation of this Section 8, DHG and each participating property reserve the right to (i) recoup the difference in rate between the rate published on the DHG website and the rate published, offered or sold by Company, and (ii) to immediately terminate this Agreement. Company shall indemnify each participating property and DHG against all claims, losses and costs incurred thereby as a result of any violation of DHG BRG caused by a violation in this Section 8 including, without limitation, any rate discounts required to be granted to consumers.

9. Availability. Company’s ability to make reservations using Rates are subject to room availability and such reservations must be made online using Company’s Rates ID number via one of DHG’s branded web sites or www.affinia.com in order to receive the Rates. This Agreement does not apply to groups of ten (10) or more rooms or ten (10) or more guests.

10. Prepayment Policy: Companies booking Rates are required to prepay room and tax charges seventy-two (72) hours prior to guest arrival with a credit card. a. Company will be required to guarantee all reservations with a valid credit card, and vouchers from Company shall act as room confirmation only. Each participating property’s standard cancellation policies apply to all reservations and will be available to Company for review prior to making a reservation at the applicable participating property.

11. Revenue and Taxes. For rooms sold by Company using Rates, the participating property shall be due and Company shall remit to such participating property in accordance with the applicable provision in Section 9, an amount equal to one hundred percent (100%) of the Rates, plus any applicable occupancy or other taxes levied directly on the sale of a room and any other mandatory charges specified by the applicable participating property, including, without limitation, other automatic property charges (the “Standard Room Charge”). As between Company and DHG or any participating property, Company shall retain all amounts by which the price of a Travel Package as charged by Company to the customer (the “Consumer Price”) exceeds the Standard Room Charge. Company shall be solely responsible for, and shall timely remit to the proper taxing authorities, any and all taxes, duties, charges and governmental fees that are applicable to the difference between the Consumer Price and the Standard Room Charge. Company shall indemnify, defend and hold DHG and each participating property harmless from any claims, losses, causes of action or any investigation by governmental authority related to taxes, fees, other duties or charges actually or allegedly payable with respect to any amounts charged or collected by Company over and above the Standard Room Charge. For avoidance of doubt, Company shall promptly reimburse DHG or participating property for any taxes paid and cost incurred (including attorney’s fees) in respect of the margin or markup retained by Company on sales of rooms.

12. Representations and Warranties. Company represents and warrants that it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. Company agrees that it is solely responsible for the content of its marketing and advertising materials relating to Travel Packages, and Company represents and warrants that it will accurately and completely display at all times any room information provided by DHG or any participating property.

13. Indemnification. Each party agrees to indemnify and hold harmless the other party, its affiliates, and their respective officers, directors, employees, agents, successors, and permitted assigns, from and against any and all liability, damages, costs, claims, demands, actions, suits, losses and expenses, including reasonable attorneys’ fees and court costs arising out of, relating to or incurred as a result of: (i) any breach of this Agreement by the indemnifying party; (ii) the negligence or willful misconduct on the part of the indemnifying party; (iii) the indemnifying party’s breach of laws or regulations applicable to the party’s performance under this Agreement. The indemnified party agrees to promptly notify the indemnifying party in writing of any indemnifiable claim, tender to the indemnifying party the right to defend against such claim, and cooperate and assist the indemnifying party at the indemnifying party’s cost and expense. This section shall survive the termination or expiration of this Agreement

14. Limitation of Liability. EXCEPT FOR LIABILITY OF A PARTY ARISING OUT OF ANY BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, AND WITHOUT LIMITING THE INDEMNITY OBLIGATIONS OF ANY PARTY UNDER THIS AGREEMENT, IN NO EVENT SHALL ANY PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

15. Confidential Information. The parties agree that certain information exchanged in connection with this Agreement, is confidential including, without limitation, the terms of this Agreement, and all material marked confidential or would reasonably be understood to be confidential, and may not be disclosed or utilized by the receiving party for any purpose other than as set forth herein, without the express written consent of the disclosing party, except to the extent that such information: (a) was in the public domain at the time of disclosure by the disclosing party; (b) was in the possession of, or known by, the receiving party prior to its receipt from the disclosing party, with the approval of the source of such information; (c) is independently developed by the receiving party without the use of the confidential information; or (d) becomes known to the receiving party from a source other than the disclosing party, who, insofar as is known to the receiving party, is not under an obligation of confidentiality to the disclosing party.

16. Term. The term of this Agreement shall commence on the earlier of the Effective Date, or the date that Company activates its DHG ID number provided by DHG and shall continue for twelve (12) months from the Effective Date (“Term”); provided, however, that if DHG has not approved Company as eligible for Rates in its sole discretion pursuant to the procedure set forth on www.affinia.com, this Agreement shall be null and void.

17. Termination. Either party may terminate this Agreement in the event of a material breach of this Agreement by the other party if such breach is not cured within thirty (30) days from receipt of written notice of such breach, provided, however, that if Company fails to honor a properly submitted voucher and billing, DHG may terminate this Agreement immediately without notice. DHG may also terminate this Agreement within (30) days after delivery to Company of written notice of termination if, after the Effective Date, Company becomes controlled by any entity that, directly or through any affiliate thereof, is engaged in the ownership, management, operation, leasing, online distribution but not limited to all GDSs and major online distributors

18. Compliance with Law. Company agrees to perform its obligations under this Agreement in compliance all applicable federal, state and local laws governing this Agreement, including any rules, regulations or requests of the U.S. Department of Homeland Security.

19. Insurance. Each participating property and DHG shall carry and maintain Commercial General Liability covering bodily injury (including personal injury and advertiser’s injury) and property damage with a combined single limit of not less than $100,000 per occurrence/annual aggregate with an insurance company possessing a minimum A.M. Best rating of A-VI.

20. Miscellaneous.

a. Venue. Venue of any suit brought to enforce the provisions of this Agreement shall lie in New York County, New York and shall be governed by and construed in all respects in accordance with the substantive laws of the State of New York.

b. Arbitration. Any controversy, claim or dispute arising out of or relating to this Agreement, shall be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association (“AAA”) in New York, New York. The arbitration award will be enforceable in any state or federal court. If legal or collection action, including an alternative dispute resolution process, is necessary by either party to enforce this Agreement or to resolve a dispute arising hereunder, the substantially prevailing or successful party shall be entitled to recover reasonable attorneys’ fees, costs and expenses, including those on any appeal or review, or in any bankruptcy proceeding.

c. Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned, pledged, delegated or otherwise transferred, in whole or in part, by Company, without the prior written consent of DHG.

d. Relationship of Parties. Neither this Agreement nor the cooperation of the parties contemplated hereunder shall be deemed or construed to create any partnership or joint venture between the parties.

e. Public Communications. Company shall not make or issue any public statement or announcement regarding the existence or the content of this Agreement, without the prior written consent of DHG.

f. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. In the event that any provision of this Agreement is determined to be invalid, unenforceable or otherwise illegal, such provision shall be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement shall be in full force and effect.

g. Survival. The obligations of the parties under this Agreement that by their nature would continue beyond expiration, termination or cancellation of this Agreement (including, without limitation, Sections 7, 10-14, and 20) shall survive any such expiration, termination or cancellation.

h. Waiver. No term or condition of this Agreement shall be deemed waived, and no breach shall be deemed excused, unless such waiver or excuse is in writing and is executed by the party against whom such waiver or excuse is claimed.

I. Entire Agreement. This Agreement contains the entire agreement and understanding between the parties with regard to the subject matter hereof, and supersedes all prior and contemporaneous oral or written agreements and representations.