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STARWOOD TRADEMARK GUIDELINES
  1. Subject to the limitations, covenants and agreements contained herein, Licensee shall have a nonexclusive, royalty free, worldwide license during the term of this Agreement to use the Starwood Marks solely for and in connection with the Agreement. Starwood reserves the right to prohibit the making of representations or the use of material which, in the judgment of Starwood, do not accurately reflect Starwood or any of its related and/or affiliated companies.
  2. Licensee hereby accepts the right and license in and to the Starwood Marks herein granted by Starwood pursuant to Paragraph 1. Licensee shall not authorize or agree to any third party's use of the Starwood Marks or any of them, or any word, name, symbol or device (including, without limitation, any signature, design, logo, trade dress, Internet domain name, address, URL or site of other trade designation) incorporating, comprising or confusingly similar to or dilutive of the Starwood Marks or any of them, whether for the purpose of denominating any product, service, business and/or establishment or designating the source, origin, affiliation or association thereof, or otherwise.
  3. Licensee agrees that the Starwood Marks are the sole and exclusive property of Starwood. Licensee agrees neither to assert any claim to any goodwill, reputation or ownership of the Starwood Marks by virtue of licensed use of the Starwood Marks nor to contest the validity or ownership of the Starwood Marks or any of them. Licensee agrees that it will not do or permit any act or thing to be done in derogation of any of the rights of Starwood in connection with Licensee's use of the Starwood Marks either during the term of this Agreement or thereafter and that Licensee will not use the Starwood Marks except as licensed hereunder and as provided in this Agreement. Licensee further acknowledges and agrees that any goodwill associated with the use of the Starwood Marks shall inure directly and exclusively to Starwood.
  4. Licensee shall cooperate with Starwood in the execution, filing and prosecutions of all applications for registration of the Starwood Marks or any of them that Starwood may desire to file, as well as in the Maintenance and renewal of any registration based on any such application, and for that purpose Licensee shall supply to Starwood from time to time such materials and information as may reasonably be requested by Starwood. Licensee agrees that it shall, upon request, timely render to Starwood all assistance Starwood reasonably may require (including without limitation the execution and delivery of documents and information and giving of testimony) in connection with any contested proceeding or other dispute relating to obtaining, maintaining or protecting any registration of, or right, title or interest of Starwood in or to the Starwood Marks and/or any of the Licensee's rights or license hereunder.
  5. Licensee agrees that it will not, directly or indirectly, register or attempt to register any of the Starwood Marks or any name or mark that is similar or likely to be confused with the Starwood Marks.
  6. All uses of the Starwood Marks by Licensee shall faithfully reproduce the design and appearance of the Starwood Marks as found at www.starwoodarchive.com.
  7. All uses of the Starwood Marks by Licensee on which Starwood claims trademark or service mark protection shall include the trademark designation legally required or useful for enforcement (e.g., "TM" or "®," as applicable). Such designations shall not be used with the Starwood Marks to which they do not apply. Starwood agrees to notify Licensee in writing where the appropriate trademark designation is to be used by Licensee.
  8. Licensee shall not use the Starwood Marks or any of them in juxtaposition with, or adjacent to other marks, without the prior written approval of Starwood. In the event that other of Licensee's marks are used in juxtaposition with, or adjacent to the Starwood Marks or any of them, Licensee will gain no proprietary or other rights in the Starwood Marks or any mark containing the Starwood Marks as a part thereof.
  9. Starwood does not authorize or license the Starwood Marks to Licensee for use by Licensee in a manner that will decrease Internet traffic to any Starwood corporate or property web site. In addition, Licensee may not use any of the Starwood Marks for the benefit of Starwood's competitors or solely for the benefit of Licensee. Accordingly, Licensee's use of the Starwood Marks shall be limited to only the uses that are expressly stated in this Agreement. Any use not expressly stated in this Agreement is prohibited, including but not limited to use of any of the Starwood Marks as metatags, keywords, or otherwise to improve rankings on Internet search engine sites or for search engine optimization that detracts from or reduces the Internet traffic to any Starwood corporate or property web site. If Licensee takes any action whatsoever that is inconsistent with the purposes described above, Licensee acknowledges that such acts shall be an infringement of Starwood trademark rights and in addition to other rights and remedies available to it under law, Starwood shall have the right to terminate this Agreement immediately without prior notice.
  10. Licensee agrees to ensure that, in such cases as Starwood may require, use or display of the Starwood Marks or any of them are in a manner sufficient to indicate that the Starwood Marks are owned by Starwood and are being used under license. If Licensee uses the Starwood Marks or any of them in a manner specifically and previously approved by Starwood in connection with the provisions of this Agreement, such use shall be deemed sufficient to indicate that the Starwood Marks are owned by Starwood and are being used under license.
  11. Licensee shall not use the Starwood Marks or any of them in any manner that will demean Starwood or the Starwood Marks or that may jeopardize or dilute the proprietary interests of Starwood in the Starwood Marks.
  12. Licensee shall not use the Starwood Marks in whole or in part on or in connection with any other business and shall not permit or authorize any other person or entity to use the Starwood Marks in any manner.
    1. Licensee shall use the Starwood Marks or any of them on or in connection only with marketing in connection with the terms of the Agreement with quality consistent with the image and reputation of Starwood, and related activities, at the time of entering into this Agreement, or as otherwise established by Starwood on the date first mentioned above or from time to time thereafter, in its sole discretion (hereinafter the "Quality Requirements"). Starwood shall have the right, at all reasonable times, to inspect the Licensee's premises and records, and shall have access to all of Licensee's personnel, to ensure the maintenance of the Quality Requirements. Licensee shall fully cooperate with Starwood's efforts to maintain and control quality, and shall comply with all reasonable directions and requests in furtherance thereof.
    2. Starwood shall have the right to review and reasonably approve all promotional materials or any other materials using the Starwood Marks or any of them prior to Licensee's use of such material. Starwood shall use reasonable efforts to review and approve such material within three (3) business days of its receipt of such materials. Licensee shall not be required to obtain Starwood's approval for the use of materials substantially similar to materials previously approved by Starwood. In addition to all other remedies available to Starwood under this Agreement, after written notice being given by Starwood, the non-complying material shall immediately be withdrawn from use by Licensee and shall either be corrected or destroyed or the Starwood Marks removed there from, at Starwood's option. Licensee shall submit to Starwood for inspection and approval any corrected material before it is used.
  14. Licensee shall notify Starwood in writing of any infringement or limitations of the Starwood Marks or any of them by others of which it becomes aware. Starwood, in its sole discretion, may commence or prosecute any claims or suits resulting from such infringement or imitations in its own name or in the name or Licensee as a party thereto. Licensee shall not institute any suit or take any action on account of any infringements or imitations of the Starwood Marks or any of them without the prior written consent of Starwood.
  15. If during the term of this Agreement any trademark infringement action, proceeding or claim, or threat of such action, proceeding or claim, based on use of the Starwood Marks or any of them is instituted against Licensee or Starwood, Starwood shall have, at Starwood's option, the right to: (i) defend itself against any such action, proceeding or claim; (ii) defend Licensee against any such action, proceeding or claim; (iii) enter into any settlement of any such action, proceeding or claim in its sole discretion; or (iv) terminate the license granted under this Agreement immediately after delivery of written notice to Licensee. Any such termination shall not result in the automatic termination of the Agreement.
  16. Licensee acknowledges that the Starwood Marks and the goodwill associated therewith constitute a valuable property interest of Starwood and that Starwood would suffer substantial, irreparable damage and would be without adequate remedy at law in the event of use of any of the Starwood Marks by or on behalf of Licensee other than in conformance with the terms and conditions of this Agreement. Accordingly, notwithstanding any cure rights set forth herein on behalf of Licensee or other remedies available to Starwood at law, Starwood shall be entitled to immediate injunctive relief for any infringement of any of its rights in any of the Starwood Marks or any unauthorized use of any materials containing any of the Starwood Marks, or any colorable imitation of any of the foregoing, by or on behalf of Licensee, or if at any time Licensee fails to fulfill any of its obligations under Section 13 to maintain the requisite level of quality pursuant to this Agreement; provided, however that the foregoing shall be without prejudice to Licensee's defending against the same on the basis that no such infringement, unauthorized use, or failure has occurred.
  17. Starwood reserves all rights to the Starwood Marks not granted to Licensee under this Agreement. In no event shall the provisions of this Agreement be deemed to grant Licensee authority to use the Starwood Marks or any of them or any Brand name separate or apart from its use in connection with Licensee without the express prior written approval of Starwood.
  18. In the event of any material breach of any provision hereof on the part of Licensee which remains uncured sixty (60) calendar days after written notice of the alleged breach is given by Starwood, this Agreement and the license and all other rights and forbearances granted hereunder to Licensee shall terminate. Such termination shall be effective as of noon on the first calendar day immediately following the end of said sixty (60) calendar day period. For purposes of illustration, and not by way of limitation, a material breach would occur due to any breach by Licensee of this Agreement which:
    1. arises from materially exceeding the scope of the license granted under Section 4 of this Agreement;
    2. presents a substantial risk of materially impairing the value of any of the Starwood Marks or the goodwill of the business symbolized by any of the Starwood Marks; or presents a substantial risk of materially impairing Starwood's ability to protect any of the Starwood Marks or the Registrations from infringement, unfair competition, or dilution by third parties;
    3. in the event Licensee becomes insolvent or bankrupt, or its affairs are placed in the hands of a receiver, trustee, or assignee for the benefit of creditors.
  19. Unless otherwise approved by Starwood, if this Agreement terminates or expires, Licensee shall immediately discontinue all use of the Starwood Marks and any term confusingly similar to the Starwood Marks.

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