Digital Key Terms of Use

1. LICENSE. Subject to Guest’s compliance with these Terms, Company hereby grants to Guest a limited, personal, revocable, non-exclusive, non-assignable, non-sublicensable and non-transferable license to download, display and use the Digital Key as permitted in these Terms on one (1) personal mobile device and only to unlock the door(s) to which Company has authorized Guest to access (“Digital Key License”). Company reserves the right to withdraw or alter the Digital Key License, in Company’s sole discretion, at any time and without notice. In the event this affects Guest’s ability to access the Guest’s room, Guest must visit the Hotel’s front desk for assistance. In connection with the Digital Key License and Guest’s use of the Digital Key, Guest consents to receive in-App messages, information and notices from Company including, but not limited to those related to the use of the Digital Key (e.g., notice of Digital Key activation, activation error, and need to turn on Bluetooth, instructions on using Digital Key, etc.).

2. ELIGIBILITY. Guest represents that Guest meets the Company’s eligibility requirements for Digital Key access as follows: a) Guest is at least twenty-one (21) years of age; b) Guest is a registered MGM Rewards member in good standing whose membership has been activated by presentation of a valid, government-issued photo identification to an authorized Company employee at a MGM Rewards desk or other location (e.g., Hotel front desk) as determined in the sole discretion of Company; c) Guest has a valid room reservation at a Hotel offering the Digital Key during the time period in which Guest has Digital Key access; d) Guest has downloaded the App and checked-into the room associated with such reservation via the App and activated the Digital Key as instructed; and e) Guest is an authorized user (e.g., owner) of the personal mobile device that is associated with his/her Digital Key.

3. DIGITAL KEY ACCESS. The Digital Key may only be used on those types of personal mobile devices and operating systems as determined by Company, in Company’s sole discretion (“Device”). Guest acknowledges that Company will only activate one (1) Digital Key to one (1) Device of Guest and this Digital Key may only be used by Guest (i.e., no other person other than Guest may use the Digital Key) to access the room assigned by the Hotel. Company may limit Guest’s access to some or all features of the Digital Key for any reason, in Company’s sole discretion, at any time and without notice. To download and access the Digital Key, Guest must ensure Guest’s Device is Digital Key compatible by installing and/or updating required software, enabling necessary settings (such as Bluetooth) and confirming adequate network connectivity. To open room door, the Digital Key must be activated on Guest’s Device, the App must be launched, and Bluetooth must be on. Internet connectivity is not required. All use of the Digital Key is subject to data rates of the applicable Device’s wireless service provider. Guest may contact Hotel staff for assistance in deactivating the Digital Key from the Device at any time, subject to requirements in Section 12.

4. PROHIBITED ACTIVITIES. As a condition of Digital Key use, Guest agrees not to use the Digital Key for any purpose that is unlawful or prohibited by these Terms. Furthermore, Guest shall not, and shall not attempt to:

a. Modify, redistribute, publish, decompile, reverse engineer, disassemble, transfer, copy, translate, sell, assign, distribute, lease, sublicense, create any derivative works of or reproduce any code relating to the Digital Key;
b. Interfere with Digital Key security measures;
c. Access any unauthorized room or area using the Digital Key;
d. Use the Digital Key for any commercial purpose;
e. Use the Digital Key in a manner prohibited by applicable laws, rules, regulations, orders, decrees, and ordinances;
f. Develop or use a third-party application that interacts or interferes with the Digital Key;
g. Permit a third party to access or use the Digital Key;
h. Encourage or promote any activity that breaches these Terms; or
i. Upload or transmit files or software that may damage the Digital Key, including viruses or any other code designed to inflict destruction.

Guest will be solely liable for any damages, costs, expenses, losses, fines and penalties arising out of or in connection with the commission of any of the foregoing prohibited activities. Guest will notify Company and Hotel promptly upon becoming aware of the commission by any person of any such prohibited activities and will provide reasonable assistance with any investigations Company and/or Hotel may conduct as a result.

5. GUEST OBLIGATIONS. Guest is exclusively responsible for safekeeping the Digital Key connected Device and shall not permit any other person to access or use the Guest’s Digital Key. If a Guest permits any other person to access or use Guest’s Digital Key in violation of this restriction, Guest shall be solely responsible for all actions or omissions of such other person (including, but not limited to, any damages or injuries). In the event Guest’s Digital Key connected Device is lost, stolen, accessed by an unauthorized third party or otherwise compromised, Guest agrees to immediately notify the Hotel and comply with all Hotel instructions to ensure that the Digital Key is promptly deactivated.

6. PRIVACY POLICY. Any personal information supplied to or obtained or collected by Company, or on its behalf, in connection with Guest’s use of the Digital Key will be maintained, used and shared by Company in accordance with its Privacy Policy, available at https://www.mgmresorts.com/en/privacy-policy.html. Company’s Privacy Policy is also available by clicking on the MGM Rewards tab within the App (located at the bottom of the screen), and navigating to “Privacy Policy.”

7. RESERVATION OF RIGHTS. All rights not expressly granted to Guest by these Terms are reserved by Company. Without limiting the foregoing, nothing under these Terms shall grant to Guest any right, title or interest in or to Company trademarks, trade secrets, copyright, patents, proprietary rights and other any other intellectual property rights (collectively, “Intellectual Property Rights”). The Intellectual Property Rights and Digital Key (including, but not limited to, the “look and feel,” embedded software, programs and documentation within or associated with the Digital Key) are solely owned by Company and/or its licensors. A violation of these Terms may subject the Guest to administrative and/or legal action by Company or applicable governmental authorities.

8. DISCLAIMERS OF WARRANTY. The Digital Key and any associated information and functions are provided “as is” and “as available” without warranties or representations of any kind and are subject to Paragraph 15 (Disclaimer) of the Mobile App Terms of Use and End User License Agreement, which are incorporated into and made a part of these Terms. Mobile App Terms of Use and End User License Agreement is available by clicking on the MGM Rewards tab within the App (located at the bottom of the screen), and navigating to “Mobile App Terms of Use”.

9. INDEMNIFICATION. Guest agrees that Paragraph 16 (Indemnification) of the Mobile App Terms of Use is incorporated into and made a part of these Terms, and expressly acknowledges that such indemnification provision covers any and all claims, damages, costs, expenses, fines and penalties (including, but not limited to, reasonable attorney’s fees) arising from or related to: (a) Guest’s breach of these Terms; (b) Guest’s use of the Digital Key; (c) Guest’s violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental authorities; or (d) Guest’s infringement of the rights of any third party. In no event may Guest settle any claims which impose obligations on Company without Company’s prior written consent. Company may, in its sole determination and at Guest’s cost, assist Guest in the defense and settlement of such claims.

10. LIMITATIONS OF LIABILITY. IN ADDITION TO PARAGRAPH 15 OF THE MOBILE APP TERMS OF USE AND END USER LICENSE AGREEMENT (WHICH IS INCORPORATED INTO AND MADE A PART OF THESE TERMS), NEITHER COMPANY NOR OUR AFFILIATES, OR ANY OF THE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS EMPLOYEES, AGENTS, OR REPRESENTATIVES (OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS) OF ALL SUCH ENTITIES SHALL BE LIABLE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RESULTING FROM (A) THE DIGITAL KEY (INCLUDING, BUT NOT LIMITED TO, THE USE, ATTEMPTED USE OR INABILITY TO USE THE DIGITAL KEY AND/OR UNAUTHORIZED ACCESS TO A DIGITAL KEY); (B) THESE TERMS; (C) GUEST’S LOST, STOLEN, DAMAGED, OR COMPROMISED DIGITAL KEY CONNECTED DEVICE; AND/OR (D) FAILURE OF ANY TECHNOLOGY OR EQUIPMENT (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST REVENUE, LOSS OF DATA, OR OTHER INTANGIBLES EVEN IF FORESEEABLE OR IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN ANY EVENT, EACH GUEST AGREES THAT COMPANY’S TOTAL LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE ACTUAL TOTAL AMOUNT RECEIVED BY COMPANY FROM SUCH GUEST TO ACCESS THE DIGITAL KEY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages. Therefore, the exclusions set forth above may not apply to a particular Guest.

11. INVESTIGATIONS. Company reserves the right to investigate and prosecute any alleged violations of these Terms. Furthermore, pursuant to any rules, regulations, codes, statutes, ordinances or orders of any governmental authorities, Company may disclose requested Guest information without consent from or notice to Guest.

12. TERMINATION. The Digital Key License will immediately terminate at the conclusion of Guest’s stay at the Hotel, as determined by Company. Additionally, Company may terminate Guest’s Digital Key License and/or deactivate Guest’s Digital Key at any time for any reason. Upon termination of the Digital Key License, all rights granted to Guest hereunder will cease immediately and Guest agrees to immediately remove the Digital Key from Guest’s Device and discontinue use of the Digital Key. The provisions concerning Prohibited Activities, Reservation of Rights, Disclaimers of Warranty, Indemnification, Limitations of Liability, Choice of Law, Waiver, Severability and Complete Agreement shall survive termination of the Digital Key License.

13. CHOICE OF LAW. These Terms, as well as Guest’s use of the Digital Key, shall be governed and construed in accordance with the laws of Nevada, excluding its conflict of laws rules. Any dispute, claim, or controversy arising out of or relating to these Terms or Guest’s use of the Digital Key shall be determined by individual arbitration in Clark County, Nevada before a single neutral arbitrator pursuant to Paragraph 19 (Arbitration) of the Mobile App Terms of Use and End User License Agreement, which is incorporated into and made a part of these Terms. Mobile App Terms of Use and End User License Agreement are available by clicking on the MGM Rewards tab within the App (located at the bottom of the screen), and navigating to “Mobile App Terms of Use”.

14. MODIFICATION. Company reserves the right to update, revise and supplement the Terms, in Company’s sole discretion, without notice to Guest. Such modified terms shall supersede these Terms and be effective immediately.

15. WAIVER. The failure of Company at any time to demand strict performance of these Terms shall not be construed as a continuing waiver or relinquishment of such performance, and Company may at any time demand strict and complete performance by Guest of such term.

16. SEVERABILITY. If any provision or provisions of these Terms shall be held to be invalid, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

17. COMPLETE AGREEMENT. These Terms, together with the Mobile App Terms of Use and End User License Agreement, reflect the entire agreement between Company and Guest with respect to the Digital Key.

Effective March 11, 2018

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