Wholesaler Program

Terms and Conditions

This Marriott Wholesale Program Agreement (the "Agreement") sets forth the terms and conditions of participation in Marriott's Wholesale Program, and is effective as of the date that Marriott advises that the application submitted by an operator ("Company," "you," or "your") has been accepted and an ID Number ("ID") has been assigned to Company. New applicants may only gain access to the application by requesting it from a Marriott International hotel.

1. Applicability of Agreement

A. The Marriott Wholesale Program provides qualified operators with a Marriott ID that provides access to Unpublished FIT Package Rates.

B. To qualify, Company must be primarily engaged in the business of offering packaged travel products and services directly (or indirectly exclusively through offline travel agents) to Guests and not a registered offline and/or online travel agent or travel agency.

2. Definitions: Capitalized terms not defined in the body of this Agreement shall have the following meanings:

A. “Affiliate” means a person or entity that either Company or Marriott directly or indirectly controls. For purposes of this definition, the term “controls” means the possession, directly or indirectly, of the power: (i) to vote fifty percent (50%) or more of the voting stock or equity interests of such person or entity; or (ii) to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting stock or equity interests, by contract or otherwise.

B. “Best Available Rate” means, with respect to any guest room at a Participating Hotel, the published room rate for such guest room type made available to the general public at the time of booking on any website operated by or on behalf of Marriott (but not including any of the following: promotional rates made available only through channels owned or operated by or on behalf of Marriott or Participating Franchisees; rates, promotions or other benefits offered to members of a Marriott or Participating Hotel loyalty program; specially negotiated rates; corporate rates; group rates; and rates that require qualified proof of membership in a specific third-party company or organization, such as AAA rates and government rates). The Best Available Rate is a real-time, Yieldable rate set at the discretion of each of the Participating Hotels, is subject to change by each of the Participating Hotels, and varies with supply and demand.

C. "Channels" means, collectively, any mechanism (e.g., websites, xml feeds or call centers), through which Company markets Dynamic Packages directly to Guests.

D. “Dynamic Package” means two (2) or more substantial travel-related components (such as air, hotel, cruise and car), each of material value when compared to the other parts of the bundle, made available to Guests for bundled booking in a manner in which the applicable Unpublished FIT Package Rate will be opaque and will at no time be visible, apparent, discernible or known to Guests.

E. “Guest(s)” means the end user who books a stay in a Room that was reserved directly or indirectly through the Room information provided to the end user by Company.

F. “Guest Information” means a Guest’s first and last name, address, phone number and other personal data.

G. “Independent Property Agreements” means any separate Dynamic Package agreements between Company and a particular Participating Hotel.

H. “Participating Franchised Property” means the hotels and other properties and businesses, and the franchisees thereof, governed by a franchise or license agreement with Marriott or one of its Affiliates that have independently elected to participate in this Agreement, but does not include Participating Managed Properties.

I. “Participating Hotel(s)” means, at any given point in time, each of the Participating Managed Properties and Participating Franchised Properties.

J. “Participating Managed Properties” means hotels and other properties and businesses owned and/or managed by Marriott or one of its Affiliates that have independently elected to participate in this Agreement, but does not include Franchised Properties.

K. “Room(s)” means any guest room at a Participating Hotel made available to Company for booking by Guests at a rate set by the Participating Hotel, in accordance with the terms of this Agreement for the purpose of being booked by Guests as part of a Dynamic Package.

L. “Standard Room Charge” means the Unpublished FIT Package Rate, plus any applicable Taxes levied directly on the booking of the Room and any other mandatory charges. No Standard Room Charge shall include any incidental charges such as, without limitation, charges for resort fees, an extra person, extra bed, breakfast, mini-bar, room service, movies, internet access, telephone, or health club use. Participating Hotels may impose such incidental charges on Guests as appropriate.

M. “Taxes” means, sales, use, excise, VAT, GST, lodging, rental, occupancy, transient, or other taxes or governmental fees imposed on the sale, booking or rental of hotel room accommodations or other transactions and on any amounts received pursuant to this Agreement.

N. “Unpublished FIT Package Rate(s)” means individually and collectively any package rate made available. Unpublished FIT Packaged Rates are yieldable at the discretion of the Participating Hotels, subject to change by the Participating Hotels and vary with supply and demand.

O. “Yieldable” means that Room availability will vary with supply and demand and that a Participating Hotel is not obligated to provide any minimum number of available Rooms on any date.

3. ID Assignment & Renewal

A. Upon review, qualification and acceptance of the Marriott Wholesale Program Application, Marriott will issue you a non-transferable, non-assignable ID, terminable in Marriott’s discretion. Your ID must be used for all individual bookings in order for you to receive access to Unpublished FIT Package Rates and credit toward annualized production requirements. Marriott has no other means to identify you without your ID, and Marriott and the Participating Hotels are not responsible in any way for bookings that are not associated with your ID.

B. Your enrollment in the Marriott Wholesale Program may be re-authorized by Marriott annually. Renewal is conditional upon, among other things: (i) your acceptance and adherence to the then-current version of the Marriott Wholesale Program terms and conditions; and (ii) annual or annualized production of at least 50 (FIT) room nights.

4. Rooms Rate Plans

A. In consideration for Company’s services as set forth in this Agreement, Marriott and/or Participating Hotels shall make Rooms available to Company pursuant to the terms provided in this Agreement.

B. Company may make Rooms available to Guests using only the Unpublished FIT Package Rates received from Marriott under this Agreement and not rates from any third party or other distribution channel.

C. Each Participating Hotel shall have sole and absolute discretion to determine the availability of Rooms. It is understood and agreed by the parties that the Participating Hotels, and not Company, shall bear the full risk of loss with respect to the potential booking of the Rooms by Guests, including but not limited to, the risk of any available Rooms not being booked through any of Company Channels.

D. Company shall make the Rooms available only to Guests who are booking transient leisure travel in Dynamic Packages. Company shall not provide Room information on any Channels directed to business travel or group travel, or booking 9+ Rooms in a single booking or single session. For the avoidance of doubt, if it is determined by Marriott that Company is facilitating bookings by or providing Room information available to business travelers or persons attending group or convention events scheduled at a Participating Hotel, Company will be in material breach of this Agreement which, without limiting any of Marriott’s other rights, shall entitle Marriott to terminate this Agreement on behalf of some or all Participating Hotels or to terminate eligibility of such Channels to participate in this Agreement. Any Rooms booked at a Participating Hotel in violation of this Section will be cancelled without any refund or liability of the Participating Hotel or Marriott.

E. Company can only provide Room and rate information directly (or indirectly exclusively through an offline travel agent) to a Guest as part of a Dynamic Package for booking by Guests. Room and rate information cannot be passed to any other channel for republication, redistribution or resale, whether packaged or unpackaged. Company shall ensure that Room information is not provided on any Channels as room only or unpackaged, including without limitation via offline or online (e.g., internet based) channels or any other interactive or electronic channels (e.g., online travel agencies (OTAs),offline travel agents/agencies, opaque sites, group buying, loyalty or points redemption programs, flash sales, social commerce and daily deals sites and applications).

F. Company shall ensure that Room information is not provided on its Channels through any global distribution system (GDS) (i.e., any subscriber-based booking or content distribution system).

G. Company will immediately discontinue providing Marriott rate and Room information to particular Channels specified by Marriott from time to time, including but not limited to rate shopping / meta search sites (such as kayak.com).

H. Company must not make any false, misleading or deceptive claims that it offers specially discounted rates on Participating Hotels’ Rooms, or advertise that it has the lowest price available, substantial discounts, online exclusive rates, exclusive savings, or comparable statements for Rooms.

I. Within 24 hours of identifying an Exception (defined below) or of being notified by Marriott or the Participating Hotel of an Exception, and while Company works to resolve the Exception, Company shall immediately suspend further access to any Rooms by the Channel involved in the Exception until it is resolved. Marriott and/or the Participating Hotel may immediately suspend Company access to the Marriott Wholesale Program and/or any rate plan at the time any Exception is identified and Company notified. If the Exception remains unresolved after 2 days of notification, or is not resolved to Marriott’s satisfaction within the time period, in addition to any other rights under this Agreement, Marriott shall be entitled to treat this as a material breach of this Agreement which, without limiting any of Marriott’s other rights, shall entitle Marriott to terminate this Agreement on behalf of some or all Participating Hotels or to terminate participation of such Channel(s) in this Agreement.

J. For purposes of this Section, “Exception” shall mean if any of the following are applicable to any of Company’s Channels: (i) the Channel is facilitating or permitting bookings, or has control over an entity that is facilitating or permitting bookings, of the Participating Hotels’ Rooms in a manner that is inconsistent with the terms of this Agreement; (ii) the Channel is, in the opinion of Marriott, detrimental to Marriott’s brand or image, including but not limited to displaying any information, images or content which Marriott believes violates any intellectual property rights or is defamatory, or libellous, lewd, pornographic, or obscene, or promote violence, or contain hate speech; (iii) the Channel conducts business in a manner that is inconsistent with Marriott’s business model (e.g., such Channel is a flash site or group buying site), offers Rooms in violation of the requirements of this Agreement or otherwise engages in practices that violate Marriott's official channel standards; (iv) the Channel engages in activities or practices that are the subject of a good faith dispute between such Channel and Marriott or the Participating Hotels with respect to the display of Rooms on such Channel, or use of intellectual property; and/or (v) the Channel disseminates Room information or facilitates Room bookings in violation of any terms in this Agreement.

K. Participating Hotels reserve the right to recover any and all expenses from Company in the event of an Exception, or Best Rate Guarantee® approved claim which demonstrates Company’s Channel as a source of the Exception. This includes the rate adjustment plus $200USD administrative fee per approved Exception, or Best Rate Guarantee® claim, to be settled within ten (10) business days of Participating Hotel’s invoice.

L. You must not permit reservations to be made by any party other than you or authorized employees within your Company.

M. You are responsible for informing every Guest of each Participating Hotel’s cancellation policy applicable to the Guest’s booking and to remit all required payments to the Participating Hotel in the event of a no show if the room was not cancelled before the deadline set by the Participating Hotel.

5. Unpublished FIT Package Rates

A. Unpublished FIT Package Rates are net, non-commissionable and are offered to Company at a discount off of Participating Hotels’ Best Available Rate at the time of booking for booking by Guests solely as part of Dynamic Packages.

B. Room availability will vary with supply and demand, and Participating Hotels are not obligated to provide any minimum number of available rooms on any date.

C. For the avoidance of doubt, no commission shall be due or payable by Marriott or any Participating Hotel in connection with the booking or consumption of rooms hereunder.

6. Rate Rules

A. Company shall have sole discretion in setting the price of the Dynamic Package; provided that Company shall ensure that the price advertised and offered for the Dynamic Package to Guests by its Channels equals or exceeds the sum of the Best Available Rate and all applicable Taxes associated with the particular Room booking.

B. Participating Hotels shall determine what, if any, restrictions on rates for Rooms and other conditions, including (without limitation), cancellation terms and fees, minimum stay requirements or mandatory charges (e.g., resort fees) (collectively “Rate Rules”) will apply to their Rooms. Every Room rate is subject to its associated Rate Rules and no rate may be advertised or displayed unassociated with its accompanying Rate Rules. Company shall cause all Channels to provide notice to Guests of the Rate Rules applicable to the Room rate both prior to any booking and in any confirmation communications delivered to Guests as a result of a booking. Participating Hotels shall honor any Rate Rules provided by the Participating Hotel and prominently displayed by the Channel to the Guest prior to the time of booking. In the event Marriott or a Participating Hotel inadvertently posts an erroneous rate, whether due to human error, incorrect currency, system malfunction, or the like, Marriott and the Participating Hotel shall determine whether or not to honor the rate in the same manner it would if the erroneous rate were posted on a Marriott internal channel in accordance with Marriott's applicable policies.

7. Rate Confidentiality

A. All Unpublished FIT Package Rates are rate confidential. Company shall ensure that the applicable Unpublished FIT Package Rates are not disclosed to or discernible by Guests, verbally, or in writing, or in any in-room electronic information systems and that the discounts provided by or to Company for each element in any Dynamic Package cannot be readily reversed engineered.

8. Participation of Franchised Properties

Marriott enters into this Agreement solely on behalf of each “Manager” of the Participating Managed Properties. It is understood and agreed by the parties that Marriott does not control the sales activities of Participating Franchised Properties. Marriott shall inform its franchised properties of the opportunity to participate hereunder and each will be given the right to opt-in to this Agreement. By making the Unpublished FIT Package Rate available to Company, a franchised property shall have demonstrated its acceptance to be bound by the terms of this Agreement and at such point shall be deemed a Participating Franchised Property. Company acknowledges and agrees that Marriott shall not be held liable for the non-compliance of any Participating Franchised Property with the terms of this Agreement. Company further acknowledges and agrees that any Participating Hotel can hold Company liable for any breach of the terms of this Agreement by Company that impacts such Participating Hotel.

9. Independent Property Agreements

A. Notwithstanding anything to the contrary contained in any Independent Property Agreement, any Participating Hotel with an Independent Property Agreement has the option to terminate the Independent Property Agreement and any Participating Hotel exercising such option shall have no further liability, responsibility or obligations thereunder.

10. Payment

A. The terms in this Section apply to any Guest bookings of the Rooms through Company’s Channels.

B. The parties hereto acknowledge that Company bears no risk of loss if Guests do not book any Rooms made available by Participating Hotels to Company. Company at no point assumes title to any Room. Nothing in this Agreement constitutes a sale or rental of Rooms from Marriott or any of the Participating Hotels to Company or any Channel.

C. Subject to this Section, as and when required by Marriott, Company shall remit to Marriott or the applicable Participating Hotel on behalf of Guests all of the Standard Room Charge for every Room night booked by such Guests through the Channels. Company shall remit payment despite receipt of payment in advance from Guest. Company will solely bear all risk of credit, charge or debit card collection with respect to the Rooms. Participating Hotels will not be responsible for charging Guests directly for the Standard Room Charge of the Rooms they booked. Company will research any discrepancies and will reconcile and make settlement based on agreed-upon Standard Room Charge.

D. Each Participating Hotel shall have the sole right to remit to the appropriate taxing authority the taxes included within the Standard Room Charge to the extent received from Company. As between Company and any Participating Hotel, Company shall retain all amounts by which the price of the Dynamic Package exceeds such Standard Room Charge, and Company will remit to the appropriate taxing authority any Taxes related in any way to any amount over the Standard Room Charge. For the avoidance of doubt, Company is solely and directly responsible for determining and remitting all applicable Taxes on any amount over the Standard Room Charge, and will defend and indemnify Marriott and Participating Hotels and hold them harmless from and against any Claims asserted by any governmental entity that such Taxes were not appropriately collected or paid by any Channel.

E. Guests will be responsible for paying the Participating Hotel for all incidental charges they may incur during their stay (e.g., all charges not included in the Standard Room Charge). Such incidental charges may include, but are not limited to, resort fees, extra person fees, etc.

F. For reservations booked through Company’s Channels, Participating Hotels will not be required to honor any changes requested directly by a Guest, unless Company has confirmed those changes with the Participating Hotel regarding such reservation prior to that Guest’s check-in.

G. If a Guest requests additional changes to the Guest’s reservation directly from the Participating Hotel, whether upon arrival at the Participating Hotel or otherwise, then, unless Company agrees to alternative payment arrangements, the Participating Hotel may charge the Guest directly for such additional changes, including any extra person fees, incidental charges, or other additional charges, and the Participating Hotel has the sole right to collect any charges for such Guest requested changes or other charges.

11. Cancellations and No-Shows

A. Booked reservations may only be cancelled directly by Company notifying the Participating Hotel. Cancellation policies apply to all reservations and will be available to Company prior to making a reservation at the applicable Participating Hotel.

12. Extended Stays

A. Guests who wish to extend their stay at a Participating Hotel will book rates directly with and pay the Participating Hotel. Company will not be involved or be due any fees or remittances in regard to such bookings, and all fees and charges relating to such extended stay will be paid directly by the Guest.

13. Failure to Comply with Terms and Conditions & Termination Policies

A. Marriott reserves the right to suspend or cancel your participation in the Marriott Wholesale Program, at any time with immediate notice.

B. Compliance with the terms and conditions of this Agreement is a mandatory prerequisite and continuing condition for utilizing any Marriott-issued ID to gain access to Unpublished FIT Package Rates, and using those rates to make Guest reservations for Rooms on behalf of Participating Hotels. Any violation of this Agreement may result in any or all of the following:

a. Your suspension or termination from participation in the Marriott Wholesale Program (and this Agreement);

b. Termination of any other agreements you may have with Marriott or individual Participating Hotels;

c. Marriott’s and/or individual Participating Hotels’ refusal to honor Guest reservations booked through your organization.

14. Rewards Programs

A. Guests will not earn any points or awards under any Marriot and/or Participating Hotel loyalty or frequent guest programs when Guests book their Room through the Channels, and Company will ensure prominent pre-booking display of non-eligibility for points and awards on all Channels.

B. Company must not use any Marriott or Participating Hotels’ Room and rate information or trademarks in connection with the promotion of a Company or third-party loyalty program. Participating Hotels will not participate in any Company loyalty programs or website benefits that offer rebates, vouchers, or similar incentives, including cash-back, frequent flier miles, etc. including incentives offered on a per-transaction basis, and no such benefits or programs shall be advertised or promoted in connection with searches for Rooms.

15. Walked Guests

A. Participating Hotels will not “walk” Guests with any greater frequency than customers booked through other reservations channels. With respect to Participating Hotels it is its standard practice when “walking” a Guest, to refer the Guest to a comparable Marriott affiliated hotel in the area or a hotel of another brand in the area with comparable standards of hospitality.

16. Trademarks/Tradenames/Fees and Expenses

A. The Channels’ right to use Marriott Marks and Marriott Content is set forth at www.marriottwholesalers.com under links entitled “Terms and Conditions”, ” Standards Guidelines”, and ”Content License”, as each may be changed, or supplemented by Marriott from time to time (collectively, the “Terms and Conditions”), all of the terms of which are incorporated herein by this reference and binding upon Company and the Channels as if set forth herein. Initial capitalized terms used but not defined herein shall have the meanings given such terms in the Terms and Conditions.

B. Company will support Marriott’s enforcement activity relating to the Terms and Conditions against any of Company’s Affiliates and all Channels.

C. Company shall be responsible for its own costs and expenses in connection with the performance of its obligations hereunder, including but not limited to costs and expenses of technical integration and support.

17. Data, Indemnification and Confidentiality

A. Each party acts as an independent controller with respect to its processing of personal data in connection with this Agreement. Each party will comply with its respective obligations under applicable data protection laws with respect to its processing of such personal data. To the extent that either party provides personal data to the other party pursuant to this Agreement, the party supplying the personal data confirms that it has consent or another legal basis to provide the personal data to the receiving party and for the receiving party to process the personal data consistent with this Agreement, and in accordance with its applicable privacy policy. For clarity, nothing in this Agreement limits a party’s ability to use an individual’s personal data to the extent directed by, consented to or requested by such individual.

B. Additional indemnification and confidentiality provisions are set forth at www.marriottwholesalers.com and linked pages, including but not limited to the Terms and Conditions, all of the terms of which are incorporated herein by this reference and binding upon Company and the Channels as if set forth herein.

18. Representations and Warranties

A. Each party hereto represents and warrants that it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder.

19. Exclusion of Certain Warranties and Liabilities.

A. SO LONG AS COMPANY REMAINS AUTHORIZED TO PARTICIPATE UNDER THIS AGREEMENT, COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE AVAILABILITY OF ITS CHANNELS. EACH PARTY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND UNINTERRUPTED SERVICE. EXCEPT FOR THE TRADEMARK/TRADENAMES AND LICENSE OBLIGATIONS ESTABLISHED HEREIN AND THE INDEMNIFICATION OBLIGATIONS ESTABLISHED HEREIN AND IN THE TERMS AND CONDITIONS, INCLUDING THE CONFIDENTIALITY OBLIGATIONS THEREIN, IN NO EVENT WILL EITHER PARTY OR ANY PARTICIPATING HOTEL BE LIABLE FOR ANY UNFORESEEABLE, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES FROM ANY SUBJECT MATTER OF ANY KIND WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, OR FOR FRAUDULENT MISREPRESENTATION.

20. Force Majeure

A. The failure to performance a service required under this Agreement is excused without liability upon the occurrence of an Extraordinary Event, but only to the extent (i) the excused party has provided written notice to the other party of the Extraordinary Event as soon as reasonably practical, but in no event longer that ten (10) days of the Extraordinary Event's occurrence, (ii) the excused party has made all commercially reasonable efforts to overcome the Extraordinary Event, and (iii) the Extraordinary Event makes it illegal or impossible to perform the service that was not performed. An "Extraordinary Event" shall mean acts of God, war, government regulations, disaster, strikes (except those involving the employees or agents of the party seeking the protection of this clause), civil disorder, or curtailment of transportation facilities, or any other causes beyond the reasonable control of either party (excluding, however, financial inability, or general economic and/or market factors). Upon the occurrence of an Extraordinary Event impacting a Guest’s ability to arrive for or complete a reserved stay, resolution will be subject to the Participating Hotel’s policies and discretion.

21. Waiver of Jury Trial

A. EACH PARTY HERETO HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

22. English Language

A. This Agreement has been written and executed in the English language. Any translation into any other language is for convenience only, will not be an official version thereof, and in the event of any conflict in interpretation between this English version and such translation, only this English version will control.

23. Waiver

A. 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.

24. Entire Agreement

A. This Agreement, including the Terms and Conditions, contains the entire agreement and understanding between the parties solely with regard to the subject matter hereof, and supersedes all prior and contemporaneous oral or written agreements and representations. Subject to Marriott’s right to amend, modify and supplement the Terms and Conditions from time to time, any amendment of this Agreement shall be in writing and signed by both parties.

25. Guest Information

A. Company and Participating Hotel will comply with all applicable laws regarding the collection, transfer, storage, use and sharing of Guest Information.

26. Compliance with Law

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

B. Completing the Marriott Wholesale Program Application and/or making a Guest reservation for any Rooms using Unpublished FIT Package Rates constitutes acknowledgement of the terms and conditions provided in this Agreement and agreement by you to abide and be bound by them as they may change from time to time.

27. Collateral Request

A. Brochures, photos and other detailed information for use in Guest bookings of Dynamic Packages on Channels may be made available to Company by request from the individual Participating Hotels, subject to continuing compliance with the Terms and Conditions. Logos cannot be used without proper authorization from the Participating Hotel or authorized Marriott contact.

28. Miscellaneous

A. Governing Law. This Agreement and all matters or issues related hereto shall be governed by the laws of the State of New York without regard to its choice of law rules.

B. 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 Marriott.

C. 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.

D. 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 Marriott.

E. 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.

F. Survival.The obligations of the parties under this Agreement that by their nature would continue beyond expiration, termination or cancellation of this Agreement shall survive any such expiration, termination or cancellation.

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Standards Guidelines

Scope

Marriott International, Inc., on behalf of itself and its affiliates (“Marriott”), has established these Standards & Guidelines For Online Marketing (“Guidelines”) in connection with the use of all trademarks owned by Marriott, and close variations of those marks (such as misspellings), and all other Marriott brands (including, but not limited to the following: Marriott; JW Marriott; Renaissance; Autograph: EDITION; AC Hotels; Moxy; Delta Hotels; Protea; Courtyard; Residence Inn; Fairfield Inn; TownePlace Suites; SpringHill Suites; Marriott Vacation Club; Ritz-Carlton; Bvlgari; Marriott Hotels; Marriott Executive Apartments; Gaylord Hotels; Aloft; Design Hotels; Element; Four Points; Le Meridian; Sheraton; St. Regis; The Luxury Collection; Tribute Portfolio; W Hotels; Westin; Apartments by Marriott Bonvoy; City Express by Marriott; Four Points Express by Sheraton). Your Channels or Your B2B Contractors must comply with these Guidelines. These Guidelines may be amended from time to time by Marriott.

I. Content Guidelines

These Content Guidelines apply to websites, mobile websites, mobile applications and individual web pages of, or controlled by Your Channels or Your B2B Contractors that are used for marketing and/or displaying hotel accommodations of any Marriott brand. They also apply to content used within advertisements that direct traffic back to Your Channels or Your B2B Contractors websites or mobile products.

A. Hotel information and rates listed must comply with Marriott’s Look No Further Best Rate Guarantee and all other Marriott advertising standards outlined within these Guidelines. Neither Your Channels nor Your B2B Contractors may make any false, misleading or deceptive claims that it offers specially discounted rates on Marriott inventory that are not made available by Marriott through other authorized Marriott channels. This includes but is not limited to the following phrases in connection with Marriott trademarks: “substantial discounts,” “online exclusive rates,” or “exclusive savings.”

B. Neither Your Channels nor Your B2B Contractors may make any false, misleading, or deceptive claims in connection with the use of any Marriott trademark, including phrases such as “save 70%,” or “special rates.” This includes the use of “discounting” language in relation to Marriott brands (for example, “cheap Marriott rooms” or “discounted Renaissance rooms”.)

C. There may not be a statement, either express or implied, that the website is an “official Marriott website” or that Marriott is associated with or has endorsed the website or mobile product.

D. Without the prior written permission of an authorized Marriott representative, a website may not use any Marriott trademark in any part of a URL path, including but not limited to one or more domain name(s).

E. Neither Your Channels nor Your B2B Contractors may, whether manually or via an automated tool, monitor, download or copy any content, photograph(s) or graphic design(s) from Marriott’s web or mobile sites without the permission of an authorized Marriott representative.

F. Neither Your Channels nor Your B2B Contractors may, whether manually or via an automated took, copy, scrape, frame, mirror or otherwise incorporate any content from Marriott’s web or mobile site into any other website or for re-use or publishing online without the permission of an authorized Marriott representative.

II. Online Advertising Guidelines

These guidelines apply broadly to the use of Marriott trademarks and trade names within both web and mobile environments for ALL forms of online advertising, including but not limited to the following areas:

• Search engine marketing
• Contextual Advertising
• Targeted display advertising (including site retargeting)
• Travel/meta/comparison search sites
• Mobile marketing (including display ads, applications, SMS communications)
• Social media

A. Neither Your Channels or Your B2B Contractors may bid on keyword terms, or contextual category terms containing Marriott trademarks or common misspellings of Marriott trademarks, whether alone or in conjunction with other terms within web or mobile devices.

B. Neither Your Channels nor Your B2B Contractors may bid for preferential positioning – or become the primary (or sole) listing -- on ads appearing against Marriott’s trademarks and trade names.

C. Neither Your Channels nor Your B2B Contractors may use ANY Marriott trademark or common misspelling in the text, title, images or display URL of ANY web-based or mobile advertisement, or any SMS communication.

In addition to the use of marks outlined in Section II, the following specific guidelines apply to each marketing tactic:

Paid Search

These Paid Search Guidelines apply to Your Channels or Your B2B Contractors use of paid search or contextual advertising or other forms of online targeted advertising offered by companies operating:

• Search engines, e.g., Google, Yahoo!, Bing, Baidu;

When purchasing generic, lodging-related keywords (e.g. “hotel”, “New York hotels”, etc.) on open-ended, non-exact match types such as “broad match”, “broad match modifier” or “phrase match”, the advertiser must list all of Marriott’s trademarks and common misspellings as negative keywords in order to prevent their ads from appearing as a result of a search for Marriott branded hotels. For example, a search for a Marriott hotel using search terms such as “Marriott Atlanta hotels” or “Courtyard Atlanta hotels” could trigger a non-Marriott ad to appear if “Atlanta hotels” was originally purchased and “Marriott” and “Courtyard” were not included in the corresponding negative keyword list. Negative keywords should be set at the highest level possible within search engine accounts/campaigns to ensure the negative strategy applies to each keyword.

Search Engine Optimization (SEO) Guidelines

These SEO Guidelines apply to websites and individual pages of, or controlled by, Your Channels or Your B2B Contractors that market and/or displays hotel accommodations of any Marriott brand and uses search engine optimization tactics in order to gain rankings in natural search results on keyword terms that contain any Marriott trademark.

1. Meta data and Title Tags: Websites may not employ repetition of Marriott-related keywords (keyword stuffing) within meta data or site content for the purpose of skewing search results.

2. Deceptive redirects (cloaking): Websites may not present one type of page content to the search engines to achieve rankings on a Marriott-related search, but redirect users to another page that contains different or unrelated content.

3. Hidden or invisible text: Websites may not place Marriott-related keyword rich text on a page that is the same color as the background, such that it is hidden from a visitor’s view but not from search engine spiders.

4. Google Places and other local listings: Websites may not submit/claim Marriott hotel listings within any local services/products and directories.

Social Media& Commerce Guidelines

The Social Media & Commerce Guidelines apply to Your Channels or Your B2B Contractors use of social media advertising or other forms of online targeted advertising offered by companies such as: Facebook, LinkedIn, Foursquare, RenRen, Groupon, Living Social, etc.

1. Neither Your Channels nor Your B2B Contractors may create social media accounts (such as Facebook Fan pages, Twitter accounts, etc.) that include Marriott trademarks.

2. ’Like’ or ‘share’ button functionality may not be used by Your Channels or Your B2B Contractors to promote Marriott hotel content within Your Channels or Your B2B Contractors website or mobile site without Marriott’s permission.

3. A hashtag is a tag used on the social network Twitter as a way to annotate a message (Ex: #yourhashtag), and are commonly used to show that a tweet, a Twitter message, is related to an event or conference. Re-tweeting, using Marriott’s hashtags, or public messaging Marriott’s social forums (twitter handles, blogs, walls) may not be done by Your Channels or Your B2B Contractors, whether on their website or owned social media forums, without Marriott’s permission.

4. Neither Your Channels nor Your B2B Contractors may further discount or provide incentives on the purchase of Marriott rooms & rates within Group Buying, Flash Sales, Social Commerce and Daily Deals sites and applications.

III. Spyware and Other Automated Tools

These Spyware and Other Automated Tools Guidelines apply to Your Channels or Your B2B Contractors use of online software applications that (a) fall under the general categories of “spyware,” “adware,” or “malware,” as those terms are generally defined in the industry; or (b) extract data or content from Marriott.com. Your Channels or Your B2B Contractors may use or download onto a user’s computer any (i) spyware, adware, malware or similar tool; or (ii) toolbars or other navigational elements that integrate with or frame Marriott.com and are designed to divert traffic from Marriott.com to competitive sites.

IV. Enforcement

A. First violation: Once Marriott has notified Company in writing that Your Channels or Your B2B Contractors has violated any of these Guidelines, Company must take the following steps, or have its Your Channels or Your B2B Contractors take the following steps, to remedy the violation within thirty days of the date of the written notice:

For violations of these Guidelines (including paid search, contextual or targeted ads, mobile ads, social media & commerce, and spyware), by disabling non-conforming links, ads, automated tools, social media accounts or web pages, or by making appropriate changes to each link, ad text, ad title, account or web page and applicable automated tools.

For violations of Site Content Guidelines and SEO Guidelines, by making appropriate website changes.

B. Subsequent violations: Following a second violation by Your Channels or Your B2B Contractors, or failure to remedy a previously identified violation, Marriott reserves the right to temporarily suspend performance under this Agreement, including payments due hereunder, or otherwise terminate the Agreement immediately or permanently revoke payment of commissions for stays that result from bookings made following the second violation.

With respect to second violations of these Guidelines or failure to remedy a previously identified violation by Your Channels or Your B2B Contractors, within 3 business days of receipt of written notice from Marriott, the Company that maintains Your Channels or Your B2B Contractors sales relationship shall terminate the Your Channels or Your B2B Contractors ability to advertise or sell hotel accommodations of any Marriott brand until further authorization by Marriott.

Marriott reserves the right to take appropriate legal action against all parties that violate its intellectual property rights, including trademark and copyright.

Definitions:

"Your Channel(s)" means, except as disapproved by Marriott or Hotel in their sole and absolute discretion from time to time, collectively, any mechanism (e.g., websites, xml feeds or call centers), in each case owned or operated by you or one of your affiliates or contracted companies, through which you market either the Rooms to your B2B contractors or Dynamic Packages directly for booking by Hotel guests.
"Your B2B contractor(s)" means, except as disapproved by Marriott or Hotel in their sole and absolute discretion from time to time, travel companies, such as tour operators, wholesalers, inbound operators, or destination management companies who primarily operate in off-line distribution channels, and whether under your management or control, or with which you have in place a written agreement, makes guest rooms at hotels either managed, franchised or licensed by Marriott available for booking by Hotel guests pursuant to the terms of this Agreement. All terms and conditions of this Agreement applicable to you shall apply directly and in full to your Channels and your B2B contractors.

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Content License

As may be specifically set forth in a duly-authorized written agreement executed by Marriott International, Inc. ("Marriott") that expressly incorporates these license terms by reference (an “Agreement”), without conveying any proprietary right, title or interest in or to Marriott’s or any Marriott owned, managed, leased, licensed, franchised or otherwise affiliated properties’ (individually a “Property”, and collectively, the “Properties”) trademarks, service marks, logos, graphics, , and close variations of the foregoing (such as misspellings), including the following Marriott brand names: Marriott; JW Marriott; Renaissance; Autograph; EDITION; AC Hotels; Courtyard; Delta Hotels; Residence Inn; Fairfield Inn; TownePlace Suites; Springhill Suites; Marriott Vacation Club; Ritz-Carlton; Marriott Executive Apartments; Gaylord Hotels; Protea Hotels; Moxy Hotels; Westin; Sheraton; The Luxury Collection; Four Points by Sheraton; W Hotels; St. Regis; Le Méridien; Aloft; Element by Westin; Tribute Portfolio; Design Hotels; Apartments by Marriott Bonvoy; City Express by Marriott; and Four Points Express by Sheraton (collectively, the “Marriott Marks”), or any of Marriott’s or the Properties’ rate and accommodation information, amenity information, availability information, images, photos, hotel descriptions, Marriott Marks, copyrights, patents, trade secrets, Confidential Information (as defined below), reservation confirmations, and other Intellectual property rights and information provided by Marriott and Properties (all of the foregoing, collectively, “Marriott Content”), Marriott hereby grants to the counterparty to the Agreement (the “Licensee”) a worldwide, limited, non-exclusive, non-transferable, revocable license to use, display and publish, in the media set forth in the Agreement and not otherwise disapproved by Marriott from time to time, the Marriott Marks for the consideration set forth in the Agreement solely for the purposes of facilitating bookings by Marriott guests at the Properties through Licensee’s approved systems pursuant to the specific representations, warranties, covenants and obligations set forth herein and in the Agreement (the “License”).

In no event shall Licensee or any of its Affiliates translate, modify or alter in any manner any Marriott Content. All uses of the Marriott Content by Licensee shall faithfully reproduce the text, color, design and appearance of the Marriott Content as provided to Licensee by Marriott or requested by Marriott, including trademark and copyright designations. Licensee agrees that Marriott has the absolute and sole right to inspect all uses of Marriott Content pursuant to this Agreement. Licensee agrees to submit to Marriott, at Marriott's request, electronic or hardcopy specimens of materials containing the Marriott Content for Marriott's inspection and approval. In the event that Marriott determines that said specimens do not comply with the License or do not otherwise meet with Marriott's approval, Licensee shall immediately discontinue and shall not further use such specimens. Licensee will comply with Marriott’s requirements to modify the specimens so that they are in compliance with Marriott's requirements, and approved by Marriott.

Licensee acknowledges and agrees that it is not authorized or licensed by Marriott to use or display the Marriott Content in any form, manner or medium, whether now known or hereinafter devised, for any purpose or use, other than those expressly authorized hereunder. The License is subject to Marriott’s right to refuse particular uses at any time and from time to time, including without limitation, approval of any and all advertising referencing Marriott Content. The License is further subject to Marriott’s right to revoke or suspend the License in whole or in part as to Licensee or any part of Licensee’s System including any Licensee Affiliate in Marriott’s discretion for non-compliance with the terms of the Agreement and shall terminate automatically with the termination or expiration of the Agreement. Upon termination, Licensee and its Affiliates shall destroy or permanently delete all Marriott Content and anything confusingly similar to the Marriott Content from Licensee’s System.

To the extent permitted in the Agreement, Licensee’s approved systems may include Licensee’s subsidiaries and contracted third parties in an affiliate program and duly-contracted subscribers to Licensee’s services and systems (“Licensee’s Affiliates”) (collectively with Licensee, “Licensee’s System”), subject in each instance to incorporation of these terms by reference, to Licensee’s responsibility for Licensee’s Affiliates compliance with these terms, to Marriott’s right to disapprove or suspend particular Licensee Affiliates from time to time, and to Licensee’s Affiliates’ accurate up-to-date display of all Marriott Content. Licensee’s Affiliates do not have any right to sublicense Marriott Content. Licensee shall maintain effective procedures to make these terms and any amendments hereto available to all Affiliates, shall monitor Affiliate compliance with these terms and shall immediately notify Marriott in the event Licensee becomes aware of defaults or conditions that are reasonably likely to become defaults with the terms hereof. Licensee shall also assist Marriott in enforcing Affiliate compliance with these terms, including suspension or termination of Affiliates as necessary or required by Marriott.

Any right, title or interest in or relating to the Marriott Content which comes into existence as a result of, or during the exercise by Licensee of, any right granted to it hereunder, shall immediately vest In Marriott. All goodwill resulting from use of the Marriott Content by any person will inure solely to Marriott. Marriott retains all right, title and interest in and to the Marriott Content, including any intellectual property owned, developed or acquired by Marriott and used by Marriott in connection with the Agreement or services provided thereunder and all related Confidential Information, which may be modified at any time in Marriott’s discretion and which is a trade secret and proprietary, whether or not any portion thereof is copyrighted or patented and nothing contained in the Agreement will be construed as conferring upon any other person, by implication, operation of law or otherwise, any other license or right.

This Agreement does not convey to Licensee any ownership or other proprietary rights to the software used by Marriott, Properties or by third party contractors acting at the direction of or on behalf of Marriott or Properties or to data and other Confidential Information provided to Licensee by, on behalf of, or at the direction of Marriott, including information supplied by or on behalf of Marriott in Marriott’s systems. Such software and Confidential Information constitutes trade secrets and Marriott’s proprietary Confidential Information whether any portion thereof is or may be validly copyrighted or patented. In addition, any data processing documentation supplied to Licensee by, on behalf of or at the direction of Marriott or Properties in any form with respect to the operation of such software, and any and all copies thereof, is Confidential Information provided for the exclusive use of Licensee and may not be disclosed or made available by Licensee to any other person, firm, corporation, or governmental entity in any form or manner whatsoever, except as set forth in this Agreement. Licensee expressly acknowledges and agrees that, notwithstanding anything to the contrary herein, all guest name record, passenger name record, extended name record, passenger, Property information, and other data and information entered into Licensee’s System by, at the direction of or on behalf of Marriott or Properties may be used by Marriott and Marriott has sole discretion concerning the use of such information. In addition to the foregoing, Marriott "Confidential Information" includes the Agreement, and the pricing and other financial information contained in the terms of the Agreement, the original and any subsequent negotiations or renegotiations of the Agreement, as well as all information, communications, data, documentation and materials, in any form (whether oral, written, graphic or otherwise) designated as confidential by Marriott, or which is in fact confidential in nature, and/or the Licensee knows or ought to know is confidential, including but not limited to all prices and discounts, plans, technical, business, commercial, development and systems timescales, employee, customer or financial information and all plans, proposals, forecasts, sketches, models, samples, databases, trade secrets, know-how, inventions, techniques, processes, procedures, methodologies, schematics, contracts, customer bases, computer programs, documentation or other IT related Information, drawings, specifications and all communications with Marriott and the Properties pursuant to or in connection with the Agreement (including all other notes, analyses, amendments, addenda, compilations, studies and documents which relate thereto).

Licensee hereby agrees to indemnify and hold harmless each Property, Marriott, and each of their owners, partners, subsidiaries, affiliates, franchisees, and each of such persons' or entities' officers, directors, agents, contractors, subcontractors, guests, residents, visitors, licensees, invitees, permitees and employees (collectively referred to as the "Indemnitees"), against and from any and all allegations, demands, claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorney's fees), and whether by reason of death of or injury to any person or loss of or damage to any property or otherwise ("Claims"), arising out of or in any way connected with this License, the Agreement, the sites, mobile applications, widgets and call centers provided by Licensee or any Licensee affiliate, including any affiliated company or site hereunder, or any related act or failure to act by Licensee or Licensee’s parties, and whether or not occurring during the term hereof or occasioned or contributed to by the negligence of any Indemnitee or any agent or employee of the Indemnitees, or any of them (except as and to the extent otherwise prohibited by applicable law), including without limitation any such Claims related to infringement by Licensee or Affiliates of the rights of any person, including without limitation, copyright, patent, trade secret, trade mark, artist rights, droit moral, privacy, publicity or other intellectual property laws (collectively, "Intellectual Property Rights"). Marriott, in its sole discretion, may commence, prosecute, or defend any claims or suits resulting from infringements, dilutions, imitations, or misuse of the Marriott Content, and Marriott shall, in its sole discretion, make all decisions in how to prosecute or defend any such claims or suits, including filing motions, or entering into a settlement. Licensee shall not institute any suit or take any action on account of any infringements, imitations, dilution, or misuse of the Marriott Content.

Licensee acknowledges that the Marriott Content and the goodwill associated with therewith, constitute a valuable property interest of Marriott and that Marriott may suffer substantial, irreparable damage and may be without adequate remedy at law in the event of use of any of the Marriott Content by or on behalf of Licensee other than in conformance with the terms and conditions of the Agreement. Accordingly, notwithstanding any cure rights set forth in the Agreement on behalf of Licensee or other remedies available to Marriott at law, Marriott shall be entitled to seek immediate injunctive relief for any infringement, imitations, dilution, or misuse of any of its rights in any of the Marriott Content or any unauthorized use of any materials containing any of the Marriott Content, by or on behalf of Licensee, or if at any time Licensee fails to fulfill any of its obligations hereunder.

In regard to any information transmitted or made available by Licensee’s System to Marriott or the Properties, Licensee agrees to comply with the requirements of the CAN-SPAM, CASL, EU Data Protection Act of 2003 and other similar legislation in Licensee’s distribution of email that contains messaging regarding this Agreement, Marriott or the Properties and to be bound by and comply with the Marriott Global Privacy Statement, a current copy of which is set forth at http://www.marriott.com/about/privacy.mi as such Privacy Statement may be amended from time to time. The Parties hereby acknowledge and agree that the Privacy Statement, as amended from time to time, is hereby incorporated herein and forms a part of this Agreement as if the entire text of the Privacy Statement and linked pages was set forth herein. In the event of a conflict between the terms of this Agreement and the Privacy Statement, the Privacy Statement shall control, unless and to the extent that a provision of this Agreement is more protective of Marriott. Any amendment to the Privacy Statement shall be posted at the foregoing URL, or another URL of which Marriott has provided or will provide Licensee notice. Licensee acknowledges and agrees that Licensee’s continued performance of the services after the posting of such an amendment shall constitute Licensee’s assent to such amendment and agreement to be bound by the same.

This License may be amended from time to time by Marriott. Any and all such amendments are incorporated into the Agreement and binding upon Licensee and Licensee’s Affiliates effective as of the date an amendment is published upon this website.

The Agreement and this License do not permit Licensee to sell or re-sell any rooms in Properties in any way, or to display any other information about Marriott or Properties, including without limitation room prices or terms of information distribution. This License does not set or control in any way the pricing or pricing level at which Licensee’s System helps Marriott guests book or sell Property accommodations.

This License does not include any right to and Licensee shall not at any time represent that Licensee is employed by Marriott or any Property or that Licensee is authorized to make any contracts, agreements or obligations on behalf of Marriott or any of its affiliates, Properties or owners thereof, and Licensee shall not take any actions on behalf of Marriott or Properties or in Marriott’s or Properties’ names. This Agreement shall not operate so as to create a partnership or joint venture of any kind between the parties.

In the event of any conflict between the terms of this License and the terms of any other agreement between the parties or their affiliates, including participating Marriott properties on the one hand, and including any terms on any websites or other forms of electronic media, the terms of this License shall prevail.

I. Further Specific License Restrictions:

The License applies to all uses of Marriott Content, including websites, mobile websites, mobile applications and individual web pages of Licensee used for and/or displaying hotel accommodations of any Marriott brand. They also apply to content used within advertisements that direct traffic back to Licensee websites or mobile products. During the term of the Agreement and thereafter, Licensee:

a. shall not knowingly do or cause to be done any act or thing contesting directly or indirectly, attack or interfere with the title or validity of the Marriott Content, or attack or interfere with Marriott's ownership rights to the Marriott Content.

b. shall not attack the validity of the License granted hereunder;

c. shall not at any time, without the prior written consent of Marriott, adopt or use any word, name, symbol, device, or mark including, without limitation, any signature, design, logo, trade dress, Internet domain name, address, URL or site of other trade designation which is confusingly similar to the Marriott Content;

d. shall not harm, misuse, or tarnish the Marriott Content;

e. shall not use the Marriott Content in any manner which could reasonably be expected to diminish the infringe, dilute, or damage the strength and value of the Marriott Content;

f. shall comply with the usage requirements in this License;

g. shall not modify, alter, or revise the Marriott Content in any manner;

h. shall not authorize or agree to any third party's use of the Marriott Content, or any Trademark or any word, name, symbol, device, or mark (including, without limitation, any signature, design, logo, trade dress, Internet domain name, address, URL or site of other trade designation) that incorporates, comprises (in whole or in part), dilutes, or is confusingly similar, to the Marriott Content other than as provided herein;

i. shall not, directly or indirectly, register or attempt to register any of the Marriott Content or any word, name, symbol, device, or mark (including, without limitation, any signature, design, logo, trade dress, Internet domain name, address, URL or site of other trade designation) that is confusingly similar to any of the Marriott Content.

A. Hotel information and rates listed must comply with Marriott’s Look No Further Best Rate Guarantee and all other Marriott advertising standards and terms outlined or referenced within this License. Licensee may not make any false, misleading or deceptive claims, including claims that it offers specially discounted rates on Marriott accommodations that are not made available by Marriott through other authorized Marriott channels. This includes but is not limited to the following phrases in connection with Marriott Content: "substantial discounts", "exclusive rates", or "exclusive savings".

B. Licensee may not make any false, misleading, or deceptive claims in connection with the use of any Marriott Content, including phrases such as "save 70%", or "special rates". This includes the use of "discounting" language in relation to Marriott brands (for example, “cheap Marriott rooms” or “discounted Renaissance rooms”).

C. Each web page or other electronic or hard copy medium containing Marriott Content should clearly indicate that the Licensee is the provider of the medium. In the event Licensee develops a private label site or other medium for a third party, the third party must be identified on the site or medium consistent with the foregoing. There may not be a statement, either express or implied, that the website or medium is an “official Marriott website” or that Marriott is associated with or has endorsed the website, mobile product or other medium.

D. Without the prior written permission of an authorized Marriott representative, a website or other medium may not use any Marriott Content in any part of a URL path, including but not limited to one or more domain name(s).

E. Licensee may not, whether manually or via an automated tool, monitor, download, scan or copy any content, photograph(s), or graphic design(s) from Marriott's web or mobile sites or other media without the permission of an authorized Marriott representative.

F. Licensee may not, whether manually or via an automated tool, copy, scrape, frame, mirror or otherwise incorporate any content from Marriott’s web or mobile site or other media into any other website or for re-use or publishing without the permission of an authorized Marriott representative.

II. Advertising:

The License restrictions apply broadly to the use of Marriott Content, including use within both web and mobile environments for ALL forms of advertising, Including but not limited to the following areas:

• Search engine
• Contextual Advertising
• Targeted display advertising (Including site retargeting), including Google Display Network
• Travel/meta/comparison search sites
• Mobile (including display ads, applications, SMS communications)
• Social media

A. Licensee agrees to observe Marriott's exclusive rights as to the Marriott Content within all pay-for-placement and other search engines. Licensee may not bid on keyword terms, or contextual category terms containing Marriott Marks or common misspellings of Marriott Marks, whether alone or in conjunction with other terms within web or mobile devices.

B. Licensee may not bid for preferential positioning— or become the primary (or sole) listing—on ads appearing against Marriott Marks and trade names.

C. Licensee may not use ANY Marriott Mark or common misspelling in the text, title, images or display URL of ANY web-based or mobile advertisement, or any SMS communication.

D. Licensee may not utilize or distribute software downloads that potentially enable diversions of compensation from other third-party intermediaries providing similar services.

In addition to the use of Marriott Marks outlined in Section II, the following specific requirements apply to all marketing:

Paid Search:

The License restrictions apply to Licensee use of paid search or contextual advertising or other forms of targeted advertising offered by companies operating:

• Search engines, e.g., Google, Yahoo!, Bing, Baidu;
• Travel/Meta/Comparison search sites, e.g., TripAdvisor, Kayak, Qunar, Nextag

When purchasing generic, lodging-related keywords (e.g. “hotel”, “New York hotels”, etc.) on open-ended, non-exact match types such as "broad match" or “phrase match”, the advertiser must list all of Marriott’s Marks arid common misspellings as negative keywords in order to prevent their ads from appearing as a result of a search for Marriott branded hotels. For example, a search for a Marriott hotel using search terms such as “Marriott Atlanta hotels” or “Courtyard Atlanta hotels” could trigger a non-Marriott ad to appear if "Atlanta hotel” was originally purchased and “Marriott” and “Courtyard” were not included in the corresponding negative keyword list. Negative keywords should be set at the highest level possible within search engine accounts/campaigns to ensure the negative strategy applies to each keyword.

III. Search Engine Optimization (SEO):

The License restrictions apply to websites and individual pages that market and/or display hotel accommodations of any Marriott brand and uses search engine optimization tactics in order to gain rankings in natural search results on keyword terms that contain any Marriott Mark.

1. Meta data and Title Tags: Licensee may not employ repetition of Marriott-related keywords (keyword stuffing) within meta data or site content for the purpose of skewing search results.

2. Metatags: Licensee shall not use of any of the Marriott Content or the name of any property owned, managed or franchised by Marriott, as metatags in websites, other than pages in which Marriott Properties are represented for the purposes permitted by the License. For purposes of the License, "Metatag" means a special HTML tag (or HTML-like tag or other similar hidden code embedded in a web page) that provides information about a web page.

3. Deceptive redirects (cloaking): Licensee may not present one type of page content to the search engines to achieve rankings on a Marriott-related search, but redirect uses to another page that contains different or unrelated content.

4. Hidden or Invisible text: Licensee may not place Marriott-related keyword rich text on a page that is the same color as the background, such that it is hidden from a visitor’s view but not from search engine spiders.

5. Google Places and other local listings: Licensee may not submit/claim Marriott hotel listings within any local services/products and directories.

IV. Social Media & Commerce:

The License applies to Licensee use of social media advertising or other forms of targeted advertising offered by companies such as: Facebook, Linkedln, Foursquare, RenRen, Groupon, Living Social, etc.

1. Licensee may not create social media accounts (such as Facebook Fan pages, Twitter accounts, etc.) that include Marriott Content.

2. ‘Like’ or ‘share’ button functionality may not be used by Licensee to promote Marriott Content within Licensee’s System, including websites or mobile sites, without Marriott's permission.

3. A hashtag is a tag used on the social network Twitter as a way to annotate a message (Ex: #yourhashtag), and are commonly used to show that a tweet, a Twitter message, is related to an event or conference. Re-tweeting, using Marriott's hashtags, or public messaging Marriott's social forums (twitter handles, blogs, walls) may not be done by Licensee’s System, whether on their website or owned social media forums, without Marriott's permission.

4. An Licensee may not further discount or provide incentives on the purchase of Marriott rooms & rates within Group Buying, Flash Sales, Social Commerce and Daily Deals sites and applications.

V. Spyware and Other Automated Tools:

The License restrictions apply to Licensee’s use of software applications that (a) fall under the general categories of “spyware”, “adware”, “grayware”, or “malware”, as those terms are generally defined or used in the industry; or (b) extract data or content from Marriott.com.

Licensee may not use or download onto a user's computer any spyware, adware, grayware, malware or similar tool; or CM toolbars or other navigational element that integrate with or frame Marriott.com and are designed to divert traffic from Marriott.com or any other Marriott outlet.

VI. Enforcement: Subject to and unless and until Marriott exercises other rights under the License or the Agreement, the following terms shall apply:

A. First violation: Once Marriott has notified Licensee in writing that it or its Affiliate has violated any term of this License, the Licensee must take the following steps, or cause its Affiliate take the following steps, to remedy the violation within thirty days of the date of the written notice:

For violations of the Advertising terms (including paid search, contextual or targeted ads, mobile ads, social media & commerce, and spyware), by disabling non-conforming links, ads, automated tools, social media accounts or web pages, or by making appropriate changes to each link, ad text, ad title, account or web page and applicable automated tools.

For violations of Site Content terms and SE0 terms, by making appropriate website changes.

B. Subsequent violations: Following a second violation by Licensee, or failure to remedy a previously identified violation, Marriott reserves the right to temporarily suspend or permanently revoke (i) its authorization to book or sell hotel accommodations of any Marriott brand; and/or (ii) payment of commissions for stays that result from bookings made following the second violation.

With respect to second violations of the License or failure to remedy a previously identified violation by an affiliate in an Licensee's Affiliate network, within 3 business days of receipt of written notice from Marriott, Licensee shall terminate the Affiliate's ability to receive Marriott Content and to advertise or sell hotel accommodations of any Marriott brand until further authorization by Marriott.

Marriott reserves the right to take appropriate legal action against all parties that violate its intellectual property rights, including trademark and copyright.

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