TERMS AND CONDITIONS

Ward Village IP License

This LICENSE AGREEMENT ("Agreement") is entered into between VICTORIA WARD, LIMITED, along with its successors and assigns, ("VWL") as the licensor and the viewer accessing this site as licensee, defined below as Licensee. In consideration of the mutual promises, covenants, and conditions set forth below, VWL and Licensee agree as follows:

DEFINITIONS.



"Licensee" refers to the person or entity accessing and viewing this site and thereby entering into this Agreement with VWL.

"Licensed Property Page" refers to this customized broker portal Web Site (the “Broker Portal”) and includes any section of the Ward Village Official Web Site on which VWL will post links to files containing the Copyrighted Works and the Trademarks.

"Licensee's Web Site" refers to any and all Web Sites accessible using one or more Domain Names owned by the Licensee, whether identified on the Registration Form or not.

"Ward Village" refers to the project development by VWL and its affiliates generally described as a new coastal master-planned community located in the heart of Honolulu between downtown and Waikiki in the Kaka’ako district of Honolulu, Hawaii.

"Ward Village Official Web Site" refers to the main Web Site owned and maintained by VWL to provide information regarding Ward Village and which is currently accessible on the Ward Village Official Web Site.

"Copyrighted Works" includes any work protectible under the Copyright Act of 1976 that VWL makes available, in its sole and absolute discretion, to the Licensee on the Licensed Property Page. By way of example, Copyrighted Works may include floor plans, site plans, artistic renderings, models, virtual tours, video and photographs relating to Ward Village.

"Domain Name" refers to any alphanumeric designation registered with any domain name registry for use as a Uniform Resource Locator or other electronic address for a Web Site on the Internet.

"Registration Form" refers to the form upon which Licensee evidenced acceptance of and agreement to the terms of this License Agreement by clicking ‘I Agree’ in order to obtain access to the Copyrighted Works and Trademarks and the Licensed Property Page.

"Guide for Trademark Use" refers to the manual or guide made available by VWL that provides specifications and other technical details regarding the Licensee's usage of Trademarks and Copyrighted Works.

"Trademarks" refers to any trademarks, service marks, logos, slogans, trade names, or trade dress that VWL makes available, in its sole and absolute discretion, to the Licensee on the Licensed Property Page. By way of example, Trademarks may include the Ward Village logo shown on the home page of the Ward Village Official Web Site.


"Web Site" refers to a collection of interrelated web pages on the Internet that share the same second level domain.

GRANT. VWL hereby grants to Licensee, and Licensee hereby accepts, a non- exclusive, non-transferable, royalty-free license to use the Copyrighted Works and Trademarks as set forth in this Agreement and subject to the Terms of Use of the Website as fully set forth on the Broker Portal and hereby incorporated herein by this reference. VWL retains all rights that are not expressly granted under this Agreement.

USE OF COPYRIGHTED WORKS. Licensee may reproduce and publicly display Copyrighted Works on the Licensee's Web Site or in other media as may be approved in writing by VWL (such approval to be in VWL's sole and absolute discretion) on pages that contain information regarding Ward Village provided that: (a) the Licensee clearly identifies the Licensee as the source of the Web Site or publication in text that is larger and more prominent than any reference to Ward Village; (b) the Licensee clearly identifies the Copyrighted Works as pertaining to Ward Village; (c) the Licensee clearly identifies VWL as the owner of the Copyrighted Works in the manner provided by VWL, including the use of any copyright notices required by VWL; (d) the Licensee does not modify, obscure, or alter the Copyrighted Works in any manner; (e) the Licensee does not reduce the resolution, color, or other properties of the Copyrighted Works; (f) the Licensee does not display or otherwise use the Copyrighted Works in any manner that creates a false or misleading impression regarding Ward Village or VWL or that disparages or negatively portrays Ward Village or VWL; (g) the Licensee ensures on a monthly basis that the Copyrighted Works and Trademarks displayed on the Licensee's Web Site are the most recent versions of the Copyrighted Works and Trademarks available from this Broker Portal ; (h) the Licensee removes the Copyrighted Works from the Licensee's Web Site if the Copyrighted Works have been superseded or upon VWL's request; and (i) the Licensee uses any legends, markings, notices or disclaimers required by VWL (such as a statement that the image is an artistic rendering that is subject to change). Licensee shall not display on the Licensee's Web Site any works relating to Ward Village that are not Copyrighted Works provided under this Agreement, unless Licensee obtains VWL's advance written permission to do so.

USE OF TRADEMARKS. Licensee may reproduce and publicly display any of the Trademarks on the Licensee's Web Site or in other media as may be approved in writing by VWL (such approval to be in VWL's sole and absolute discretion) on pages that contain information regarding Ward Village provided that: (a) the Licensee clearly identifies the Licensee as the source of the Web Site or publication in text that is larger and more prominent than the Trademarks; (b) the Licensee clearly identifies VWL as the owner of the Trademarks in the manner provided by Ward Village; (c) the Licensee uses any legends, markings, notices or disclaimers required by VWL to give notice of VWL's right, title, and interest in the Trademarks; (d) the Licensee does not modify, obscure, or alter the Trademarks in any manner; (e) the Licensee does not reduce the resolution, color, or other properties of the Trademarks; (f) the Licensee does not display or otherwise use the Trademarks in any manner that creates a false or misleading impression regarding Ward Village or VWL, or that disparages or negatively portrays Ward Village or VWL; (g) the Licensee does not use the Trademarks in any manner that is likely to cause confusion, mistake or deception, as to an affiliation, association or connection between VWL and the Licensee or that is likely to dilute VWL's rights in the Trademarks; (h) the Licensee ensures that the Trademarks displayed on the Licensee's Web Site are the most recent versions of the Trademarks available from VWL; and (i) the Licensee removes the Trademarks from the Licensee's Web Site at VWL's request. Licensee shall not display on the Licensee's Web Site any trademarks relating to Ward Village that are not Trademarks licensed under this Agreement, unless Licensee obtains VWL's advance written permission to do so.

LINKING AND FRAMING. The Licensee shall include on each page of Licensee's Web Site that contains Copyrighted Works, Trademarks, or information regarding Ward Village, an active hyperlink to the home page of the Ward Village Official Web Site. Licensee shall not frame any content of the Ward Village Official Web Site within Licensee's Web Site.

PAY-FOR-PLACEMENT ADVERTISING. The Licensee shall not directly or indirectly bid on or purchase any key terms or key words that are the same as or similar to the Trademarks for the purpose of or having the effect of triggering banner ads, sponsored links, or other forms of web-based advertising (collectively, "Pay-for- Placement Advertising"). The Licensee shall not use the Trademarks or any variations thereof in the headline or text of any sponsored link or banner advertisement. The Licensee shall not directly or indirectly engage in any search engine manipulation, optimization or other conduct using Trademarks that results in the Licensee's Web Site achieving higher rankings than the Ward Village Official Web Site or that otherwise reduces the ability of web users to easily and quickly locate the Ward Village Official Web Site through searches on major search engines.

DOMAIN NAMES. The Licensee shall not register, use, or traffic in any Domain Name containing any of the Trademarks or variations thereof (including, but not limited to, misspellings of the Trademarks, elements of the Trademarks, the Trademarks combined with other words or numbers, or terms confusingly similar to the Trademarks). If the Licensee registers or acquires any Domain Name in violation of this provision, the Licensee agrees to immediately transfer the domain name to VWL upon VWL's request free of charge and Licensee shall make no use of the infringing Domain Name.

RESTRICTIONS ON USE. Licensee shall not represent, suggest, or imply that: (a) VWL endorses, sponsors or is affiliated with Licensee; (b) Licensee is acting as an agent or representative of VWL; or (c) Licensee has any special access to or privileges that enable Licensee to offer any advantage to persons interested in condominiums or other property or business at Ward Village that are not available to other Licensees or the general public. The Licensee's Web Site shall not contain: (a) any negative or disparaging references to Ward Village, VWL, its directors, officers, employees, subsidiaries, affiliates, properties, goods or services; or (b) any obscene, offensive, pornographic or sexually explicit materials. The Licensee's Web Site shall not copy or emulate the look and feel of the Ward Village Official Web Site.

QUALITY CONTROL. Licensee shall immediately comply with any request by VWL to modify or change the Licensee's Web Site to comply with the terms of this Agreement or to ensure that VWL's quality control requirements are satisfied. Licensee recognizes and agrees that VWL hereby retains the right to access Licensee’s Web Site at any time and determine whether in the sole and absolute discretion of VWL, such Web Site complies with the standards herein. Licensee shall comply with all requirements set forth in the Guide for Trademark Use, which requirements may change from time to time. A failure to immediately comply with any request by VWL to modify or change the Licensee’s Web Site shall constitute a substantial breach of this agreement and shall subject VWL to significant injury, impairment and irreparable loss. As such, VWL retains the right to pursue all rights and remedies available at law or equity, including injunctive relief to enforce the terms of this agreement. In addition to any other rights and remedies available, in the event that Licensee has not commenced the necessary modification of Licensee’s Web Site in order to cure the breach within 48 hours of VWL’s request, VWL shall be entitled, as liquidated damages, to Ten Thousand U.S. Dollars ($10,000.00) in damages payments for each day until such requested modifications are completed. It being agreed by the parties that VWL would be damaged by any further delay and that the foregoing amount is a reasonable estimate of the amount of VWL’s damages, the precise amount not being susceptible to exact proof.

OWNERSHIP OF RIGHTS. Licensee acknowledges that VWL is the sole and exclusive owner of all right, title, and interest in and to the Copyrighted Works and Trademarks. Licensee recognizes the value of the goodwill associated with the Trademarks and acknowledges that all rights in and goodwill associated with the Trademarks belongs exclusively to VWL. Licensee agrees that its use of the Licensed Mark shall inure to the benefit of VWL and that Licensee shall not, at any time, acquire any rights in the Trademarks by virtue of any use it may make of the Trademarks. Nothing contained in this Agreement shall be construed as an assignment or other transfer to Licensee of any right, title, and/or interest in or to any of the Trademarks, Copyrighted Works, or any intellectual property owned by VWL.

INDEMNITY. Licensee shall indemnify, defend and hold harmless VWL from and against any and all demands, claims, enforcement actions, costs and expenses, including reasonable attorney’s fees, arising out of any breach of the terms of this Agreement.

INTELLECTUAL PROPERTY PROTECTION. Licensee agrees that it shall not at any time claim or apply for any copyright registration, trademark registration or other intellectual property protection in any of the Trademarks, Copyrighted Works, or other materials provided by VWL pursuant to this Agreement or otherwise owned by VWL. Licensee shall not file any document with any government authority or take any other action that could affect VWL's ownership of the Trademarks or Copyrighted Works, or aid or abet anyone else in doing so. Licensee shall not challenge the validity of VWL's rights in the Trademarks or Copyrighted Works. Licensee shall not acquire any rights of ownership in or to the Trademarks or Copyrighted Works.

LIMITATION OF LIABILITY. VWL shall not be liable for Licensee's use of the Trademarks, Copyrighted Works, or any content that Licensee downloads from the Ward Village Official Site or the Licensed Property Page. VWL, THE HOWARD HUGHES CORPORATION AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS SHALL NOT BE LIABLE FOR ANY DAMAGES, CLAIMS, LOSSES, OF ANY KIND OR NATURE ARISING FROM OR RELATING TO ANY ALLEGED BREACH OF THIS AGREEMENT. Nothing in this Agreement shall be construed to limit VWL's claims or remedies against Licensee for any breach of this Agreement or infringement of any of VWL's rights, title or interest in or to the Trademarks, Copyrighted Works, or other intellectual property.

TERMINATION. VWL may terminate this Agreement at any time and for any reason in its sole and absolute discretion with or without prior notice to Licensee.

POST-TERMINATION AND EXPIRATION RIGHTS AND OBLIGATIONS. After the expiration or termination of this Agreement, all rights granted to Licensee shall immediately revert to VWL.

APPLICABLE LAW, JURISDICTION, AND VENUE. The validity, construction and interpretation of this Agreement shall be governed by the laws of the State of Texas and, to the extent applicable, federal laws governing intellectual property. Any lawsuit to resolve any dispute regarding this Agreement or relating in any way to the subject matter of this Agreement shall be filed in a federal or state court in the State of Texas. Licensee consents to personal jurisdiction in courts of the State of Texas. Licensee agrees not to seek dismissal of any lawsuit filed by VWL in any federal or state court in the State of Texas based on lack of personal jurisdiction, improper venue, or the doctrine of forum nonconveniences.

INTEGRATION. This Agreement represents the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes all previous representations, understandings or agreements, oral or written, between the parties with respect to this subject matter. This Agreement cannot be modified except by a written instrument signed by an authorized representative of each of the parties.