Use of Palms Marks

This Authorization for Limited Use of Palms Marks (“Authorization”) creates a contract between the individual and organization inserted at the end of this Authorization (collectively, “User”) and Palms Casino Resort (“Palms”). This Authorization sets forth the terms and conditions under which Palms authorizes the limited use of its trademarks, logos or other distinctive brand properties, as provided by Palms solely through access to its designated download locations (“Marks”), by User. 

1. Limited License. Subject to User’s compliance with the terms and conditions of this Authorization, Palms hereby grants User a non-exclusive, royalty-free and non-transferable license, without the right to sublicense, to use the Marks solely for marketing or promotional purposes in connection with Palms’ philanthropic activities involving User as communicated to Palms in writing in advance of entering into this Authorization (the “Philanthropic Relationship”). This Authorization shall automatically terminate upon completion of the Philanthropic Relationship, unless otherwise terminated as provided herein. The manner and use of the Marks shall: (i) comply with all applicable laws, including those pertaining to false or deceptive advertising and intellectual property; (ii) not be in connection with any objectionable material (e.g., material that is defamatory, scandalous, pornographic, disparaging or illegal) as determined by Palms in its sole discretion; and (iii) comply with all applicable Mark usage policies as may be communicated by Palms to User from time to time. Any use of the Marks must be accompanied by a notice that clearly indicates that the Marks are trademarks or distinctive brand properties of Palms. 
2. Reservation of Rights. User shall have no rights in or to the Marks, except as expressly granted herein. Palms expressly reserves to itself all rights in and to the Marks not expressly granted to User pursuant to this Authorization. User acknowledges and agrees that Palms is the owner of all right, title and interest in and to the Marks and that User’s use of the Marks pursuant to this Authorization inures to the benefit of Palms. User agrees not to challenge or assist others to challenge the Marks (except to the extent such restriction is prohibited by applicable law), and User agrees not to register or attempt to register any domain names, trademarks, trade names, or other distinctive brand properties that are confusingly similar to those of Palms. 
3. Approval Rights. All uses of the Marks by User are subject to the prior written approval of Palms. User shall submit to Palms for approval, at least five (5) business days prior to its intended first use, all materials which contain the Marks (whether in print media, direct mail, television, radio, internet, email, billboard or in any other form, media or channel) (collectively “Materials”). Any alleged or actual delay or lack of response from Palms shall not be deemed to be an approval for the requested use of the Marks. Palms shall, in its sole discretion, have the right to review and affirmatively approve any Materials prior to distribution or other dissemination by User. In no event shall User make any changes to the Marks without the prior written approval of Palms. 
4. Termination. Upon termination of this Authorization, any and all copies of the Marks in User’s possession shall be promptly deleted or destroyed, and User shall provide written confirmation that such copies of the Marks have been deleted or destroyed. 
5. Modification and Revocation. Palms reserves the right in its sole discretion to terminate this Authorization at any time or modify User’s permission to display the Marks, and to take action against any use that does not conform to this Authorization, infringes any of Palms’ intellectual property or other rights, or violates applicable law. 
6. Disclaimer. The Marks are provided “as is” and Palms disclaims any warranties either expressed or implied by applicable law regarding the Marks, including warranties of non-infringement. Because User is not being charged for use of the Marks, in no event shall Palms be liable to User for the subject matter of this Authorization under any theory of liability including for any direct, indirect, incidental, special, consequential, punitive, exemplary or other damages arising out of this Authorization or use of the Marks. This limitation shall apply even if Palms was or should have been aware or advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy stated herein. 
7. Miscellaneous. User may not assign its rights or delegate its obligations under this Authorization without Palms’ prior written consent. This Authorization is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. This Authorization shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict of law principles. The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. The waiver by Palms of a breach of any provision hereof shall not be taken or held to be a waiver of the provision itself. If any provision of this Authorization is held by a court of competent jurisdiction to be contrary to applicable law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by applicable law and the remaining provisions of this Authorization shall remain in full force and effect. This Authorization constitutes the entire agreement between the parties with respect to the subject matter hereof.