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.

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.

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.