Common use of Reservation System Clause in Contracts

Reservation System. A. Starwood will make the Reservation System available to Vistana in connection with the Licensed Business, including for reservations relating to Owner usage, preview stays for marketing purposes, transient rental usage, and other usages of Licensed Vacation Ownership Units and Licensed Unbranded Vacation Ownership Units. Vistana shall load into the Reservation System all information specified in Standards and Policies or otherwise requested by Starwood, including a description of the Licensed Vacation Ownership Properties, rate categories, rates, charges, taxes, types of accommodations, services, conditions and availability, and shall update such information from time to time so as to ensure its accuracy, completeness and compliance with Standards and Policies at all times. All Licensed Vacation Ownership Units and Licensed Unbranded Vacation Ownership Units inventory made available by Vistana for transient rental (but not Owner usage or preview stays for marketing purposes) stays of thirty (30) days or less must be listed in the Reservation System, but such inventory shall not be included in Business Competitor’s distribution channels; provided that, for the purposes hereof, any distribution channels included within Starwood’s channel standards or otherwise approved by Starwood (including as set forth in Section 8.4 and as otherwise used by Vistana prior to the Effective Date) shall not be deemed Business Competitor’s distribution channels for the purposes of this Section 9.3A. B. Vistana will comply with all Standards and Policies applicable to the Licensed Business related to participation in the Reservation System, including, without limitation, the prohibitions on the inclusion of transient rental inventory other than inventory in Starwood Lodging Facilities or in Licensed Vacation Ownership Properties in elements of the Reservation System visible by customers, travel agents, and other members of the public. For purposes of the foregoing, Starwood and Vistana acknowledge that the seasonal nature of the Licensed Business and Owner use patterns (including increased Owner use in high demand seasons) and leisure-based use patterns (including higher weekend occupancy and lower weekday occupancy) create transient rental inventory availability patterns that may differ from those for Starwood Lodging Facilities. As such, certain Standards and Policies relating to participation in the Reservation System may not be suitable for the Licensed Business. C. Vistana shall honor all reservations and bookings for services received through the Reservation System on the terms specified to the guest at the time the reservation was made. Neither Starwood, nor any of its Affiliates (i) has made or will make any representation, warranty or guarantee to Vistana or any of its Affiliates, users of the Reservation System or any other Person as to the accuracy, quality, timeliness or completeness of information in the Reservation System or the fulfillment of any reservation made, or (ii) has any obligation to monitor, review, verify, correct or edit any information in the Reservation System. Vistana (and not Starwood or any of its Affiliates) shall be directly responsible to Owners and guests for all information in the Reservation System, all reservations and bookings offered or made through the Reservation System and performing the services displayed in the Reservation System for the Licensed Vacation Ownership Properties.

Reservation System. A. Starwood Licensor will make the Reservation System available to Vistana Licensee in connection with the Licensed MVW Xxxx-Xxxxxxx Business, including for reservations relating to Owner Member usage, preview stays for marketing purposesusage, transient rental usage, and other usages of Licensed Vacation Ownership Xxxx-Xxxxxxx Destination Club Units and Licensed Unbranded Vacation Ownership Xxxx-Xxxxxxx Residential Units. Vistana shall load into the Reservation System all information specified in Standards and Policies or otherwise requested by Starwood, including a description of the Licensed Vacation Ownership Properties, rate categories, rates, charges, taxes, types of accommodations, services, conditions and availability, and shall update such information from time to time so as to ensure its accuracy, completeness and compliance with Standards and Policies at all times. All Licensed Vacation Ownership Xxxx-Xxxxxxx Destination Club Units and Licensed Unbranded Vacation Ownership Xxxx-Xxxxxxx Residential Units inventory made available by Vistana Licensee for transient rental (but not Owner usage or preview stays for marketing purposes) stays of thirty (30) days or less must be listed in the Reservation System, but such inventory shall not be included in Business Competitor’s Lodging Competitors’ distribution channels; , provided that, that for the purposes hereof, any distribution channels included within StarwoodLicensor’s channel standards or otherwise approved by Starwood (including as set forth in Section 8.4 and as otherwise used by Vistana prior to the Effective Date) Licensor shall not be deemed Business Competitor’s Lodging Competitors’ distribution channels for the purposes of this Section 9.3A. B. Vistana channels. Licensee will comply with all Brand Standards and Policies applicable to the Licensed MVW Xxxx-Xxxxxxx Business related to participation in the Reservation System, including, without limitation, the prohibitions on the inclusion of transient rental inventory other than inventory in Starwood Licensor Lodging Facilities or in Licensed Vacation Ownership Properties Projects in elements of the Reservation System visible by customers, travel agents, and other members of the public. For purposes of the foregoing, Starwood Licensor and Vistana Licensee acknowledge that the seasonal nature of the Licensed Xxxx-Xxxxxxx Destination Club Business and Owner Member use patterns (including increased Owner Member use in high demand seasons) and leisure-based use patterns (including higher weekend occupancy and lower weekday occupancy) create transient rental inventory availability patterns that may differ from those for Starwood Licensor Lodging Facilities. As such, certain Brand Standards and Policies relating to participation in the Reservation System may not be suitable for the Licensed BusinessXxxx-Xxxxxxx Destination Club Business (such as minimum room availability requirements for Brand Loyalty Program redemptions or the “50% Off Associate Rate” winter offer). B. If Licensee is in material breach of this Agreement and does not cure the breach as required by Licensor’s notice of breach, Licensor may, in addition to any other remedies it may have and in accordance with Section 18.4, suspend Licensee’s right to use the Reservation System at one (1) or more of the Projects (or a part of any Project) with respect to transient rentals of Xxxx-Xxxxxxx Destination Club Units and/or Xxxx-Xxxxxxx Residential Units until the breach is cured. In the event such breach relates to one (1) or more Projects, Licensor may exercise its right to suspend Licensee from the Reservation System under this Section 10.2.B. with respect to the applicable Project(s). In the event such breach relates to the MVW Xxxx-Xxxxxxx Business apart from specific individual Projects or to all or substantially all of the Projects, Licensor may suspend the entire MVW Xxxx-Xxxxxxx Business and all of the Projects from the Reservation System under this Section 10.2.B. Licensee covenants not to bring any damages claims against Licensor and its Affiliates arising from Licensee’s suspension from the Reservation System under Section 18.4, other than claims that Licensee is not in breach of this Agreement. C. Vistana shall honor all reservations and bookings for services received through Licensee will have the right to make proposals regarding the Reservation System to Licensor’s Reservation Users Group. The parties will agree on a reasonable process for keeping Licensee apprised of initiatives of Licensor’s Reservation Users Group that will affect the terms specified to the guest at the time the reservation was made. Neither Starwood, nor any of its Affiliates (i) has made or will make any representation, warranty or guarantee to Vistana or any of its Affiliates, users of the Reservation System or any other Person as to the accuracy, quality, timeliness or completeness of information in the Reservation System or the fulfillment of any reservation made, or (ii) has any obligation to monitor, review, verify, correct or edit any information in the Reservation System. Vistana (and not Starwood or any of its Affiliates) shall be directly responsible to Owners and guests for all information in the Reservation System, all reservations and bookings offered or made through the Reservation System and performing the services displayed in the Reservation System for the Licensed Vacation Ownership PropertiesMVW Xxxx-Xxxxxxx Business.

Reservation System. A. Starwood Licensor will make the Reservation System available to Vistana Licensee in connection with the Licensed Business, including for reservations relating to Owner Member usage, preview stays for marketing purposesusage, transient rental usage, and other usages of Licensed Vacation Ownership Destination Club Units and Licensed Unbranded Vacation Ownership Residential Units. Vistana shall load into the Reservation System all information specified in Standards and Policies or otherwise requested by Starwood, including a description of the Licensed Vacation Ownership Properties, rate categories, rates, charges, taxes, types of accommodations, services, conditions and availability, and shall update such information from time to time so as to ensure its accuracy, completeness and compliance with Standards and Policies at all times. All Licensed Vacation Ownership Destination Club Units and Licensed Unbranded Vacation Ownership Residential Units inventory made available by Vistana Licensee for transient rental (but not Owner usage or preview stays for marketing purposes) stays of thirty (30) days or less must be listed in the Reservation System, but such inventory shall not be included in Business Competitor’s Lodging Competitors’ distribution channels; , provided that, that for the purposes hereof, any distribution channels included within StarwoodLicensor’s channel standards or otherwise approved by Starwood (including as set forth in Section 8.4 and as otherwise used by Vistana prior to the Effective Date) Licensor shall not be deemed Business Competitor’s Lodging Competitors’ distribution channels for the purposes of this Section 9.3A. B. Vistana channels. Licensee will comply with all Brand Standards and Policies applicable to the Licensed Business related to participation in the Reservation System, including, without limitation, the prohibitions on the inclusion of transient rental inventory other than inventory in Starwood Licensor Lodging Facilities or in Licensed Vacation Ownership Properties Projects in elements of the Reservation System visible by customers, travel agents, and other members of the public. For purposes of the foregoing, Starwood Licensor and Vistana Licensee acknowledge that the seasonal nature of the Licensed Destination Club Business and Owner Member use patterns (including increased Owner Member use in high demand seasons) and leisure-based use patterns (including higher weekend occupancy and lower weekday occupancy) create transient rental inventory availability patterns that may differ from those for Starwood Licensor Lodging Facilities. As such, certain Brand Standards and Policies relating to participation in the Reservation System may not be suitable for the Licensed BusinessDestination Club Business (such as minimum room availability requirements for Brand Loyalty Program redemptions or the “50% Off Associate Rate” winter offer). B. If Licensee is in material breach of this Agreement and does not cure the breach as required by Licensor’s notice of breach, Licensor may, in addition to any other remedies it may have and in accordance with Section 18.4, suspend Licensee’s right to use the Reservation System at one (1) or more of the Projects (or a part of any Project) with respect to transient rentals of Licensed Destination Club Units and/or Licensed Residential Units until the breach is cured. In the event such breach relates to one (1) or more Projects, Licensor may exercise its right to suspend Licensee from the Reservation System under this Section 10.2.B. with respect to the applicable Project(s). In the event such breach relates to the Licensed Business apart from specific individual Projects or to all or substantially all of the Projects, Licensor may suspend the entire Licensed Business and all of the Projects from the Reservation System under this Section 10.2.B. Licensee covenants not to bring any damages claims against Licensor and its Affiliates arising from Licensee’s suspension from the Reservation System under Section 18.4, other than claims that Licensee is not in breach of this Agreement. C. Vistana shall honor all reservations and bookings for services received through Licensee will have the right to make proposals regarding the Reservation System to Licensor’s Reservation Users Group. The parties will agree on the terms specified to the guest at the time the reservation was made. Neither Starwood, nor any a reasonable process for keeping Licensee apprised of its Affiliates (i) has made or initiatives of Licensor’s Reservation Users Group that will make any representation, warranty or guarantee to Vistana or any of its Affiliates, users of the Reservation System or any other Person as to the accuracy, quality, timeliness or completeness of information in the Reservation System or the fulfillment of any reservation made, or (ii) has any obligation to monitor, review, verify, correct or edit any information in the Reservation System. Vistana (and not Starwood or any of its Affiliates) shall be directly responsible to Owners and guests for all information in the Reservation System, all reservations and bookings offered or made through the Reservation System and performing the services displayed in the Reservation System for affect the Licensed Vacation Ownership PropertiesBusiness.

Reservation System. A. Starwood Licensor will make the Reservation System available to Vistana Licensee in connection with the Licensed Business, including for reservations relating to Owner Member usage, preview stays for marketing purposesusage, transient rental usage, and other usages of Licensed Vacation Ownership Destination Club Units and Licensed Unbranded Vacation Ownership Residential Units. Vistana shall load into the Reservation System all information specified in Standards and Policies or otherwise requested by Starwood, including a description of the Licensed Vacation Ownership Properties, rate categories, rates, charges, taxes, types of accommodations, services, conditions and availability, and shall update such information from time to time so as to ensure its accuracy, completeness and compliance with Standards and Policies at all times. All Licensed Vacation Ownership Destination Club Units and Licensed Unbranded Vacation Ownership Residential Units inventory made available by Vistana Licensee for transient rental (but not Owner usage or preview stays for marketing purposes) stays of thirty (30) days or less must be listed in the Reservation System, but such inventory shall not be included in Business Competitor’s Lodging Competitors’ distribution channels; , provided that, that for the purposes hereof, any distribution channels included within StarwoodLicensor’s channel standards or otherwise approved by Starwood (including as set forth in Section 8.4 and as otherwise used by Vistana prior to the Effective Date) Licensor shall not be deemed Business Competitor’s Lodging Competitors’ distribution channels for the purposes of this Section 9.3A. B. Vistana channels. Licensee will comply with all Brand Standards and Policies applicable to the Licensed Business related to participation in the Reservation System, including, without limitation, the prohibitions on the inclusion of transient rental inventory other than inventory in Starwood Licensor Lodging Facilities or in Licensed Vacation Ownership Properties Projects in elements of the Reservation System visible by customers, travel agents, and other members of the public. For purposes of the foregoing, Starwood Licensor and Vistana Licensee acknowledge that the seasonal nature of the Licensed Destination Club Business and Owner Member use patterns (including increased Owner Member use in high demand seasons) and leisure-based use patterns (including higher weekend occupancy and lower weekday occupancy) create transient rental inventory availability patterns that may differ from those for Starwood Licensor Lodging Facilities. As such, certain Brand Standards and Policies relating to participation in the Reservation System may not be suitable for the Licensed BusinessDestination Club Business (such as minimum room availability requirements for Brand Loyalty Program redemptions or the “50% Off Associate Rate” winter offer). B. If Licensee is in material breach of this Agreement and does not cure the breach as required by Licensor’s notice of breach, Licensor may, in addition to any other remedies it may have and in accordance with Section 18.4, suspend Licensee’s right to use the Reservation System at one (1) or more of the Projects (or a part of any Project) with respect to transient rentals of Licensed Destination Club Units and/or Licensed Residential Units until the breach is cured. In the event such breach relates to one (1) or more Projects, Licensor may exercise its right to suspend Licensee from the Reservation System under this Section 10.2.B. with respect to the applicable Project(s). In the event such breach relates to the Licensed Business apart from specific individual Projects or to all or substantially all of the Projects, Licensor may suspend the entire Licensed Business and all of the Projects from the Reservation System under this Section 10.2.B. Licensee covenants not to bring any damages claims against Licensor and its Affiliates arising from Licensee’s suspension from the Reservation System under Section 18.4, other than claims that Licensee is not in breach of this Agreement. C. Vistana shall honor all reservations and bookings for services received through Licensee will have the right to make proposals regarding the Reservation System to Licensor’s Reservation Users Group. The parties will agree on the terms specified to the guest at the time the reservation was made. Neither Starwood, nor any a reasonable process for keeping Licensee apprised of its Affiliates (i) has made or initiatives of Licensor’s Reservation Users Group that will make any representation, warranty or guarantee to Vistana or any of its Affiliates, users of the Reservation System or any other Person as to the accuracy, quality, timeliness or completeness of information in the Reservation System or the fulfillment of any reservation made, or (ii) has any obligation to monitor, review, verify, correct or edit any information in the Reservation System. Vistana (and not Starwood or any of its Affiliates) shall be directly responsible to Owners and guests for all information in the Reservation System, all reservations and bookings offered or made through the Reservation System and performing the services displayed in the Reservation System for affect the Licensed Vacation Ownership PropertiesBusiness.