Common use of Vistana’s Use of Other Marks Clause in Contracts

Vistana’s Use of Other Marks. A. Vistana will not use in any manner the Licensed Marks or any aspect of the Applicable System in connection with, or close proximity with, any Other Xxxx(s) (including the Vistana Marks), without Starwood’s prior written approval, which approval may be withheld in Starwood’s sole discretion; provided that approval of the use of Licensed Marks (i) in connection with Vistana Marks solely to market and sell the Licensed Vacation Ownership Properties, including in promotional materials and Offering Documents approved in accordance with Section 7.4 and Section 8.1B, respectively, and (ii) in investor, business development and related non-consumer facing materials of Vistana and its Affiliates (such as investor reports, other investor presentations or materials and business development presentations) may not be unreasonably withheld or delayed and use in accordance with approved templates shall be permitted. The parties agree that this provision will not prohibit Vistana from using the names of the Licensed Vacation Ownership Properties in Vacation Ownership Property directories or other listings of Vacation Ownership Properties, to identify such Licensed Vacation Ownership Properties for informational purposes. B. Vistana will not use any name or other Intellectual Property Rights (including the Vistana Intellectual Property) in connection with the Licensed Business or the Licensed Vacation Ownership Properties that may infringe upon, or tend to be confused with, dilute or otherwise violate a third party’s trade name, trademark, or other Intellectual Property Rights. C. Except as otherwise expressly permitted by Sections 8.3 and 8.4, Vistana will not use or permit the use of any Other Xxxx (except for the Vistana Marks) in connection with the Licensed Business or the Licensed Vacation Ownership Properties or in any Marketing Content, advertising of, for, relating to or involving the Licensed Business or the Licensed Vacation Ownership Properties or its operation without Starwood’s prior approval, which approval may be withheld in Starwood’s sole discretion; provided, however, that nothing in this Section 13.3C is intended to prohibit Vistana or its Affiliates from utilizing Other Marks in connection with the operation of country clubs, spas, golf courses, food and beverage outlets, gift and sundry shops in the ordinary course of business at the Licensed Vacation Ownership Properties.