By registering to receive benefits with the Total Rewards® and SPG® programs you agree to these Total Rewards-SPG Member Benefits Terms.

TOTAL REWARDS-SPG MEMBER BENEFITS TERMS

These terms and conditions (the "Total Rewards-SPG Member Benefits Terms") govern the receipt of benefits between the SPG® and Total Rewards® (the "Total Rewards-SPG Member Benefits"). By registering for the Member Benefit (a "Participant") and receiving and redeeming benefits of the Total Rewards-SPG Member Benefits including, without limitation, Starpoints® and Reward Credits®, each registrant agrees that he/she has read, understood and accepted these Total Rewards-SPG Member Benefits Terms.  Starwood and Caesars may at any time amend, modify or supplement these Total Rewards-SPG Member Benefits Terms, and continued participation in the Total Rewards-SPG Member Benefits will constitute a Participant's acceptance of any such amendment, modification, or supplementation. 

1. REGISTERING FOR TOTAL REWARDS-SPG MEMBER BENEFIT.

  1.1   Eligibility.  Registration for the Total Rewards-SPG Member Benefits requires active membership in both the SPG Program and the Total Rewards program and that an individual's membership accounts in both programs are under the same name.  Membership into both programs may be obtained for free at www.spg.com and www.totalrewards.com.   

  1.2   Limitations on Eligibility.  An individual that is registered for the SPG Airline Direct Deposit (ADD) program or that has an SPG Employee level account will not be eligible to register for the Total Rewards-SPG Member Benefit.

  1.3   Registration.  An individual may register for the Total Rewards-SPG Member Benefits through www.spg.com/caesars or www.TotalRewards.com/SPG only. Phone registrations will not be accepted. 

  1.4   Participating Hotels.

    1.4.a.      Starwood Participating Hotels.  For purposes of these Total Rewards-SPG Member Benefits Terms, Starwood Participating Hotels has the meaning specified in the SPG Program Terms.

    1.4.b.      Caesars Participating Hotels.  For purposes of these Total Rewards-SPG Member Benefits Terms, Caesars Participating Hotels means the following hotels in the United States which are subject to change without notice:

Bally's Atlantic City, NJ

Bally's Las Vegas, NV

Caesars Atlantic City, NJ

Caesars Palace Las Vegas, NV

Flamingo Las Vegas, NV

Harrah's Atlantic City, NJ

Harrah's Lake Tahoe, NV

Harrah's Las Vegas, NV

Harrah's New Orleans, LA

Harrah's Reno, NV

Harvey's Lake Tahoe, NV

Nobu Hotel at Caesars Palace, NV

Paris Las Vegas, NV

Planet Hollywood Las Vegas, NV

The Quad Las Vegas, NV

Rio All-Suite Hotel & Casino Las Vegas, NV

Showboat Atlantic City, NJ

  1.5   Timing.  

    1.5.a.      Registration.  An eligible Participant will not able to earn Reward Credits, earn Starpoints or receive benefits under these Total Rewards-SPG Member Benefits Terms (regardless of eligibility), until the later of January 9, 2014, or 48 hours after registration is completed.

      i.        A Participant that successfully registered for the Total Rewards-SPG Member Benefits at least 48 hours prior to checking out of a SPG Participating Hotel will earn Reward Credits if the Participant meets the requirements of Section 2, regardless of the date on which the Eligible Stay was booked.   

      ii.        A Participant that successfully registered for the Total Rewards-SPG Member Benefits at least 48 hours prior to checking out of a Caesars Participating Hotel will earn Starpoints if the Participant meets the requirements of Section 3, regardless of the date on which the stay was booked. 

    1.5.b.      Posting.  Any Reward Credits earned under the Total Rewards-SPG Member Benefits will post to a Participant's Total Rewards Member account within 4 to 6 weeks after an Eligible Stay at a Starwood Participating Hotel is completed.    Any Starpoints earned under the Total Rewards-SPG Member Benefits will post to the Participant's SPG Member account within 4 to 6 weeks after a Stay at a Caesars Participating Hotel is completed. 

  1.6   Program Terms.

    1.6.a.      SPG Program.  Unless otherwise specified in these Total Rewards-SPG Member Benefits Terms, the terms and conditions of the SPG Program Terms apply to the Total Rewards-SPG Member Benefit.   

    1.6.b.      Total Rewards Program.  Unless otherwise specified in these Total Rewards-SPG Member Benefits Terms, the terms and conditions of the Total Rewards Rules and Regulations apply to the Total Rewards-SPG Member Benefit.  

  1.7   Member NumbersAn eligible Participant will only be able to earn Reward Credits, earn Starpoints or receive the Total Rewards-SPG Member Benefits under these Total Rewards-SPG Member Benefits Terms: (a) for Eligible Stays at SPG Participating Hotels if the reservation includes the Participant's SPG Member number; and (b) for stays at Caesars Participating Hotels if the reservation includes the Participant's Total Rewards account number.

  1.8   Definitions.  To the extent that terms are capitalized in these Total Rewards-SPG Member Benefits Terms, the terms have the meanings specified in the SPG Program Terms or the Total Rewards Rules and Regulations, as applicable.  This includes, without limitation, the definitions of SPG Participating Hotel, Eligible Stays, Eligible Charges, Gold Preferred Guest, Platinum Preferred Guest, Qualifying Period,  Gold Minimum Requirement, Platinum Minimum Requirement,  SPG Lifetime Gold and SPG Lifetime Platinum in the SPG Program Terms and the definitions of Reward Credits and Tier Credits in the Total Rewards Rules and Regulations.

2. EARNING REWARD CREDITS & TIER CREDITS IN THE TOTAL REWARDS PROGRAM.

  2.1   Reward CreditsA Participant who is a Seven Stars Member or who has Diamond or Platinum status in the Total Rewards program will earn one Reward Credit for every one US dollar or its foreign equivalent denomination spent on Eligible Charges during Eligible Stays at SPG Participating Hotels in addition to earning Starpoints in accordance with the SPG Program Terms if the reservation includes the Participant's SPG Member account number.  

  2.2   Tier Credits.  A Participant will earn 100 Tier Credits per Eligible Stay at an SPG Participating Hotel, up to a maximum of 2,500 Tier Credits per calendar year; provided, however, that redemption stays (e.g., Eligible Stays earned through through the redemption of Starpoints or Reward Credits) will not earn Tier Credits.

3. EARNING STARPOINTS, ELIGIBLE NIGHTS & GOLD STATUS IN THE SPG PROGRAM.

  3.1   StarpointsA Participant will earn one Starpoint for every one US dollar or its foreign equivalent denomination spent on qualifying hospitality spend during stays at Caesars Participating Hotels in addition to earning Reward Credits in accordance with the Total Rewards Rules and Regulations, up to a maximum of 100,000 Starpoints per calendar year, if the reservation includes the Participant's Total Rewards account number. 

  3.2   Eligible Nights.  Each night of a stay at a Caesars Participating Hotel that is eligible to receive Reward Credits or that results from the redemption of Reward Credits or Starpoints in which the SPG Member stays in the room will count as an Eligible Night under the SPG Program Terms, up to a maximum of 10 Eligible Nights per Qualifying Period, for the sole purpose of meeting the Gold Minimum Requirement and the Platinum Minimum Requirement in the SPG Program.  Eligible Nights earned pursuant to the Total Rewards-SPG Member Benefits will not count towards meeting the Eligible Night requirements in order to achieve SPG Lifetime Gold status or SPG Lifetime Platinum status under the SPG Program Terms.

  3.3   Gold Preferred Guest.  A Participant that is a Seven Stars Member that is not a Gold Preferred Guest or a Platinum Preferred Guest in the SPG Program at the time of registration for the Total Rewards-SPG Member Benefits will receive Gold Preferred Status in the SPG Program within 2 weeks after registration and will maintain at least Gold Preferred Status for as long as he/she remains both a Seven Stars Member and a Participant.  A Participant that is a Seven Stars Member that is a Gold Preferred Guest of a Platinum Preferred Guest in the SPG Program at the time of registration for the Total Rewards-SPG Member Benefits will maintain at least Gold Preferred Status in the SPG Program for as long as he/she remains both a Seven Stars Member and a Participant.   

4. TERMINATION OF PARTICIPATION.

4.1 Termination by Participant.  A Participant may terminate his/her participation in the Total Rewards-SPG Member Benefits at any time by calling the SPG Customer Contact Center or Caesars Customer Service

  4.2   Termination by Starwood and Caesars.  Starwood and Caesars may suspend the Total Rewards-SPG Member Benefits or terminate a Participant's ability to participate in the Total Rewards-SPG Member Benefits at any time with immediate effect and without written notice, for any reason and in their sole discretion including, without limitation, if:

    4.2.a.      The Participant's SPG Member account or Total Rewards program account has been suspended or terminated for any reason;

    4.2.b.      The Participant no longer has active membership in both the SPG Program and the Total Rewards program; or

    4.2.c.       Starwood or Caesars believes the Participant has:

      i.        Violated the SPG Program Terms or the Total Rewards Rules and Regulations;

      ii.        Acted in a manner inconsistent with applicable laws, regulations, ordinances;

      iii.        Failed to pay any hotel bill when due to Starwood or an SPG Participating Hotel or failed to fulfill a Starwood Vacation Ownership financial obligation;

      iv.        Acted in an inappropriate, fraudulent, abusive or hostile manner;

      v.        Breached or violated any of these Total Rewards-SPG Member Benefits Terms; or

      vi.        Engaged in any misconduct or wrongdoing in connection with the Total Rewards-SPG Member Benefit.

5. OTHER PRINCIPLES

  5.1   Modification of the Total Rewards-SPG Member Benefit.  Starwood and Caesars may change the Total Rewards-SPG Member Benefits Terms at any time, for any reason and without notice. 

  5.2   Termination of the Total Rewards-SPG Member Benefit.  Starwood and Caesars may terminate the Total Rewards-SPG Member Benefits at any time.  A Participant may not accumulate Starpoints, Reward Credits or claim the Total Rewards-SPG Member Benefits after the termination of the Total Rewards-SPG Member Benefit. 

  5.3   Benefits Subject to Availability and Modification.  All of the Total Rewards-SPG Member Benefits, amenities, offers, awards and services are subject to availability and may be changed at any time without notice.

  5.4   No Sale or Transfer.  The Total Rewards-SPG Member Benefits may not be sold, bartered or transferred (other than by Starwood, Caesars or their respective agents).  Any attempted transfer, sale or barter will be void.  Starwood, Caesars and their partners may refuse to honor or recognize any benefits which such party believes may have been transferred, sold or bartered.

  5.5   Participant Data.  Caesars and Starwood may each receive data regarding Participants from the other party including, without limitation, names, addresses, email addresses, SPG Program account information, and Total Rewards program account information.

    5.5.a.       Caesars.  Caesars may receive data regarding Participants from Starwood which may be used by Caesars in connection with the Total Rewards-SPG Member Benefits including, without limitation, to verify account information and award Reward Credits.  The data provided to Caesars from Starwood may include a Participant's name, email address, and SPG number and will be used by Caesars in accordance with Caesars's Privacy Policy.

    5.5.b.       Starwood.  Starwood may receive data regarding Participants from Caesars which may be used by Starwood in connection with the Total Rewards-SPG Member Benefits including, without limitation, to verify account information and award Starpoints.  The data provided to Starwood from Caesars may include a Participant's name, email address, and Total Rewards number and will be used by Starwood in accordance with Starwood's Privacy Statement

  5.6   No Warranties or Representations, Express or Implied.  Starwood and Caesars make no warranties or representations, either expressed or implied with respect to type, quality or fitness of goods or services provided through the Total Rewards-SPG Member Benefit.

  5.7   Indemnification. You agree to indemnify and hold Starwood, Caesars, the SPG Participating Hotels, the Caesars Participating Hotels and their respective subsidiaries, affiliates, officers, directors, agents and employees harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of your breach of these terms and conditions or your violation of any law or the rights of a third party.

  5.8   Waiver.  Waiver of any breach of these Total Rewards-SPG Member Benefits Terms by any Participant will not constitute a waiver of any other prior or subsequent breach of these Total Rewards-SPG Member Benefits Terms. 

  5.9   Limitation of Liability.  IN NO EVENT WILL STARWOOD, CAESARS, ANY SPG PARTICIPATING HOTEL, OR ANY CAESARS HOTEL BE LIABLE FOR ANY DIRECT, INDIRECT, 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 THE SPG PROGRAM, THE TOTAL REWARDS PROGRAM, THE PROGRAM OR THESE PROGRAM TERMS.

  5.10   Choice of Law and Venue.  Any disputes arising out of or related to the Total Rewards-SPG Member Benefits or these Total Rewards-SPG Member Benefits Terms will be handled individually without any class action, and will be governed by, construed and enforced in accordance with the laws of the State of New York, United States, without regard to its conflicts of law rules.  The exclusive jurisdiction for any claim or action arising out of or relating to these Total Rewards-SPG Member Benefits Terms or the Total Rewards-SPG Member Benefits may be filed only in the state or federal courts located in the State of New York, United States.

  5.11   Trademarks.  Starpoints, SPG, Preferred Guest, and their respective logos are the trademarks of Starwood or its affiliates.  Caesars, Total Rewards, Seven Stars, and their respective logos are the trademarks of Caesars Entertainment Operating Company, Inc. and its affiliates.

Revised: December 3rd, 2013