1.         CONSENT

Consent is hereby given to each media company or organization (“Media Company”) to engage in the following:

1.1 Download for its limited, revocable, nonexclusive, worldwide use for editorial purposes only, as set forth herein, copyright-protected photographs and intellectual property from the download pages of the Web site registered to Holland America Line Inc., d/b/a Windstar Cruises (“Windstar”), at "www.windstarcruises.com" (the "Windstar Site"); and

1.2 To scan into and use on the World Wide Web on-line site registered to Media Company (the “Media Company Site”) the full shot photographs of Windstar ships and itinerary data and other cruise-related information from the most current domestic Windstar brochure; and

1.3 Copy from disks or other mediums provided by Windstar, for its limited, revocable, nonexclusive, worldwide use for editorial purposes only in the Media Company Site and in print and non-print media, as set forth herein, copyright-protected photographs and intellectual property of Windstar, specifically excluding from all such sources provided by Windstar (a) any copyrighted-protected photographs taken by parties other than Windstar, as noted near or beneath such photos, and (b) any and all photographs and text which show or name Windstar employees or any other individuals.

1.4  Windstar further gives Media Company consent to use the following trademarks of Windstar and its affiliates, subsidiaries, successors, or assigns:  WINDSTAR®, 180° FROM ORDINARY®, 180 DEGREES FROM ORDINARY®, WINDWORDS®, FOREMAST®, ROMANCE UNDER SAIL®, DEGREES OF DIFFERENCE™, as well as the following designs,

®                              

®

in the Media Company Sites and in print and other non-print media. Windstar’s trademarks and copyright-protected imagery, except for imagery specifically excluded hereunder, shall be referred to herein as the “Property.”

1.5  Windstar further consents to the Media Company creating a link to the Windstar Site for review-only access by the public in the Media Company Sites for the purposes herein specified. In connection therewith, Windstar gives Media Company its consent to modify the display of the Universal Resource Locator (URL) as it appears to the individual who publicly accesses the Windstar Site through a Media Company Site and to add a window with the Media Company’s product name and site navigation keys.

2.         LIMITATION OF CONSENT

2.1  The uses permitted and consents given by and in this Content Use Agreement are expressly limited to those uses and activities that are directly related to preparing news or feature stories regarding the cruises offered by Windstar.

2.2  No other uses or activities with respect to the Property are permitted without the express prior written consent of Windstar.

2.3  This Content Use Agreement may be revoked by Windstar at any time, with or without cause and with or without prior notice. Upon revocation, Media Company agrees to promptly remove the Property from the Media Company Site and from any print or non-print media that has not been disseminated. Furthermore, upon revocation, Media Company agrees to cease any activity being conducted by it in reliance upon this Content Use Agreement.

2.6  The consents granted in this Content Use Agreement are conditioned upon (a) Windstar approving the context in which the Property will be used, and (b) the insertion of the appropriate trademark notice symbol ™ or ® adjacent to the trademarks at all reasonable times.  Windstar’s failure to exercise any of its rights hereunder or otherwise in connection with the Property, Media Company Sites or the Windstar Site shall not be construed to be a waiver of any such rights.  The rights granted to Media Company under this Content Use Agreement are not assignable.

3.         INTELLECTUAL PROPERTY

3.1  All right, title and interest in and to the Property and the goodwill associated therewith, including any that may attach in the future as a result of Media Company’s use thereof, is and will continue to be owned by Windstar and/or one of its affiliates. Media Company recognizes such ownership in Windstar and its affiliates and agrees never to contest their title thereto or the validity of the trademark applications or registrations therefore filed or obtained by Windstar or its affiliates.

3.2  While Windstar seeks to ensure that the Windstar Site and property contained therein do not infringe upon the copyright or other rights of any party, Windstar does not warrant against claims or actions by third parties for invasion of privacy, defamation or libel. Media Company agrees to comply with Windstar's instructions regarding use of the Property and agrees not to alter, modify or make derivative works of the Property.

3.3  This Content Use Agreement does not confer any right to use the Property independently of the uses expressly authorized above, and the Property shall not be used to give the impression of Windstar’s sponsorship or approval of Media Company’s business or programs or editorial content, nor on certificates or vouchers prepared by Media Company.

4.         ACCEPTANCE OF TERMS

Any downloading, copying or use by Media Company of any of the Property shall constitute acceptance by Media Company of the terms and conditions of this Content Use Agreement as well as the Terms and Conditions For Using the Windstar Website and the Privacy Policy.

Selecting the accept button indicates that you have read and agree to the terms of this Content Use Agreement.

I accept the terms and conditions of this Content Use Agreement. 

11/07/05