HOST Program Highlights U.S. Hotel Operating Statistics for the year 2012 ANALYTICS

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1 HOST Program Highlights 2013 U.S. Hotel Operating Statistics for the year 2012 ANALYTICS

2 ANALYTICS The HOST Almanac is an annual publication of STR Analytics. All information contained in this report is assembled and compiled by STR Analytics. Although information in this publication has been obtained from sources which STR Analytics believes to be reliable and accurate, we do not guarantee its accuracy since it is submitted by third parties. See page 35 for detailed information on study methodology and techniques. All opinions and estimates included in the HOST Almanac constitute the best judgment of STR Analytics and are subject to change without notice. This publication is not intended to represent the rendering of legal, accounting or professional services. Reproduction is prohibited without prior written authorization. Items may be quoted when full credit is given to the HOST Almanac by STR Analytics. For publication information: Call Fax Web Copyright 2013 by Smith Travel Research, Inc. All rights reserved The HOST Almanac is published by and all data in the HOST Almanac are compiled by: STR Analytics 4940 Pearl East Circle, Suite 103 Boulder, CO USA Stephen Hennis CHA, ISHC, Director Carter Wilson Director Caitlyn Milton Business Intelligence Manager Alison Hoyt Project Manager HOST Almanac 2013 Page 2

3 table of contents ANALYTICS reports special report: rising industry profits in u.s. lodging industry profitability...6 hotel revenue vs. market share...9 chain scale profitability...11 operation: renovation...14 mapping profitability...16 looking back: the u.s. hotel industry in charts and graphs info geographic regions...36 methodology...37 summaries total u.s. summary...38 full-service summary...39 limited-service summary...40 total u.s. summaries ratio to sales (RTS)...41 per available room (PAR)...44 per occupied roomnight (POR)...45 total u.s. details: ratio to sales (RTS) revenue...47 departmental expenses...49 undistributed expenses...51 selected fixed costs...53 total u.s. details: per available room (PAR) revenue...55 departmental expenses...57 undistributed expenses...59 selected fixed costs...61 total u.s. details: per occupied room night (POR) revenue...63 departmental expenses...65 undistributed expenses...67 selected fixed costs...69 glossary glossary of HOST terminology...71 HOST Almanac 2013 Page 3

4 special report: rising industry profits in 2012 ANALYTICS Following an increase in 2011, U.S. hotel industry profits recorded another strong gain during Based on nearly 6,000 hotels reporting income and expense statements to STR Analytics, U.S. hotel industry profit came in just under the peak level recorded in Total industry revenue levels topped an estimated $162 billion, with house profit reaching $58 billion and net operating income just under $40 billion. No matter how you revenue manage your hotel, it s ultimately about profit, said Carter Wilson, director of STR Analytics. While it s encouraging that the gross numbers for 2012 are near record highs, many properties are still not back to peak profit. Luxury and Upper Upscale properties are leading the charge back to profitability, but there are still a lot of struggles in the middle and lower chain-scale segments. However, while profits were up, revenue growth moderated compared with gains achieved in Total industry revenues grew 5.2% in 2012 (4.7% per available room), compared with 8.8% in Operators battled the slowing revenue growth with tighter cost controls, as evidenced by a mild 2.3% increase in operated department expenses. We saw particular controls exhibited over rooms expenses, said Caitlyn Milton, business intelligence manager at STR Analytics. s expenses grew at 73% the rate of room revenue. Some of this had to do with more growth in rate than occupancy in 2012, but operators seem to be succeeding in controlling variable costs better than before. Overall industry NOI increased 13.4% in 2012, after adjusting for a 4.0% reserve for replacement expense. NOI does not include deductions for rent, amortization, depreciation or debt service. Other highlights of this 2013 HOST Almanac: Full-service hotels reported an average occupancy of 70.2% and an average daily rate of $ in On average, full-service hotels generated $ in total revenue per occupied room night, up from $ in Full-service, chain-affiliated hotels checked in at $ per occupied room night, while independent properties reported $ per occupied room night. Gross operating profit for full-service properties was 34.1% compared with 31.5% in GOP was approximately $21,344 per available room and $83.57 per room night. Overall in 2012, limited-service hotels recorded an occupancy of 70.7% (up slightly from 70.0% in 2011) and an ADR of $92.15 (compared with $89.85 in 2011). Limited-service hotels reported a GOP of 49.9%, which was an increase from 48.8% in These hotels generated $47.44 in GOP per occupied room night and $12,129 per available room. Franchise fees in chain-affiliated, limited-service hotels accounted for 2.6% of the undistributed operating expenses, which equates to $2.42 per occupied room night. HOST Almanac 2013 Page 4

5 ANALYTICS For the first time in the HOST Almanac program, STR Analytics collected more than 90 additional line items of income and expense from participating properties. Highlights from the additional lines reported include: Luxury hotels outperformed Upper Upscale hotels in banquet revenue (per available room) on a 2:1 basis. Luxury hotels also had a significantly higher capture of revenue from cancellation fees than any other class. For properties reporting more than $5,000 in food-and-beverage revenues, 83.0% of these hotels registered a profit in the F&B department (including outlets, banquets, room rental, in-room dining, and mini-bars combined). Luxury and Upper Upscale properties were most likely to be profitable. For reporting full-service hotels, Internet revenue per-occupied-room ranged from $0.48 at Upscale properties to $1.36 for Luxury hotels. innovate. create. consult. ANALYTICS STR Analytics is a group of dynamic hotel experts with access to the unparalleled international hotel database compiled by STR. Our unique resources enable us to offer statistically focused, pragmatic products and services for a more complete understanding of key industry aspects regarding the nature of competition, price elasticity, market segmentation, profitability, client satisfaction, brand loyalty and risk. products include: Almanac Suite: Transaction Almanac Development Almanac HOST Almanac Comp Set Suite: Current Comp Set Grade Comp Set Recommendations Comp Set Consulting Custom Analysis: DataCast Reports ROI Models Interactive Dashboards HOST Program: HOST Almanac Custom HOST Reports Comparative HOST Reports Individualized HOST Reports Monthly Subscriptions: Pulse Report Bandwidth Report RPM Report FOR MORE INFORMATION Visit: [email protected] Call: HOST Almanac 2013 Page 5

6 Total U.S. Summary Total U.S. Chain-Affiliated Independent Total U.S. Occupancy (of Sample) 70.4% 70.9% 64.0% Average Size of Property (s) Average Daily Rate $ $ $ Same Store Analysis Ratio to Sales Per Available Per Occupied night Ratio to Sales Per Available Per Occupied night Ratio to Sales Per Available Per Occupied night 2012 Variance from 2011 REVENUE s 70.7% $34,675 $ % $34,222 $ % $40,719 $ % Food , , , Beverage 4.1 2, , , Other Food & Beverage 4.2 2, , , Telecommunications (10.4) Other Operated Departments 3.8 1, , , Rentals & Other Income , (3.3) Cancellation Fee Total Revenue 100.0% $49,030 $ % $47,569 $ % $68,517 $ % DEPARTMENTAL EXPENSES s 26.3% $9,110 $ % $8,912 $ % $11,752 $ % Food & Beverage , , , Telecommunications Other Operated Depts & Rentals , , Total Departmental Expenses 39.2% $19,238 $ % $18,309 $ % $31,630 $ % Total Departmental Profit 60.8% $29,793 $ % $29,260 $ % $36,887 $ % UNDISTRIBUTED OPERATING EXPENSES Administrative & General 8.6% $4,214 $ % $4,056 $ % $6,326 $ % Marketing 6.6 3, , , Utility Costs 4.0 1, , , (3.0) Property Operations & Maintenance 4.8 2, , , Total Undistributed Operating Expenses 24.0% $11,764 $ % $11,380 $ % $16,876 $ % GROSS OPERATING PROFIT 36.8% $18,029 $ % $17,880 $ % $20,011 $ % Franchise Fees (Royalty) Management Fees 2.7 $1,300 $ % $1,269 $ % $1,709 $ INCOME BEFORE FIXED CHARGES 32.9% $16,116 $ % $15,957 $ % $18,236 $ % Selected Fixed Charges Property Taxes 3.5% $1,693 $ % 1,665 $ % $2,068 $ % Insurance Reserve for Capital Replacement , AMOUNT AVAILABLE FOR DEBT SERVICE & OTHER FIXED CHARGES* 26.5% $12,994 $ % $12,900 $ % $14,252 $ % NOTES: Ratio to sales based on Total Revenue, except Departmental Expenses. Per Available based on total number of hotel rooms. Per Occupied night based on total number of occupied rooms. 38

7 SAMPLE 2013 Custom HOST Report STR Analytics 4940 Pearl East Circle Suite 103 Boulder CO Phone: +1 (303) Fax: +1 (303) Year End 2012 Date Created: May 13, 3013 Tab Table of Contents Summary 1 2 Revenue 3 Departmental Expenses 4 Undistributed Operating Expenses 5 Selected Fixed Charges 6 Participation Report 7 Definitions 8 NOTE: All data is random and for design purposes only. Cost: $425/per report To order, [email protected]

8 STR Analytics 2013 Custom HOST Report Summary 2012 Props: 8 Props: 8 s: 1,865 s: 1,872 Occupancy: 57.9% 2011 Occupancy: 57.2% ADR: $91.52 ADR: $88.08 RevPAR: $52.99 RevPAR: $ Variance % Ratio to Sales 1 Night Ratio to Sales 1 Night Night REVENUE % $ $ % $ $ % % s 74.2 % $19,343 $ % $18,390 $ % 3.9 % Food , , Beverage Telecommunications (14.3) (10.0) Other Operated Departments Rentals & Other Income 5.3 1, , (3.3) (4.4) Cancellation Fee TOTAL REVENUE % $26,074 $ % $24,834 $ % 3.7 % DEPARTMENTAL EXPENSES s 29.1 % $5,632 $26.65NOTE: All data 30.5 % is random $5,613 and for $ % (0.9) % Food & Beverage , , design purposes only. Telecommunications (11.2) (12.8) Rental Income , (25.5) (26.4) Other Expenses TOTAL DEPARTMENTAL EXPENSES 42.8% % $11,148 $ % % $11,046 $ % (0.3) % DEPARTMENTAL PROFITS s Food & Beverage Telecommunications Rental Income Other Expenses TOTAL DEPARTMENTAL PROFITS UNDISTRIBUTED OPERATING EXPENSES Administrative & General Marketing Utility Costs Property Operation & Maintenance TOTAL UNDISTRIBUTED OPERATING EXPENSES 52.6 % $13,712 $ % $12,778 $ % 7.3 % 4.0 1, (0.67) (0.75) (10.7) (10.7) (1.42) (0.27) % % $14,928 $ % % $13,789 $ % 8.3 % 9.3 % $2,427 $ % $2,326 $ % 3.1 % 7.5 1, , , , (0.9) 5.8 1, , (7.9) (9.0) 28.6% $7,459 $ % % $7,338 $ % 0.4 % GROSS OPERATING PROFIT 25.9% % $6,769 $ % % $5,551 $ % 20.5 % Franchise Fees (Royalty) (22.2) (23.2) Management Fees (3.7) (5.1) INCOME BEFORE FIXED CHARGES 20.6 % $5,402 $ % $3,958 $ % 34.9 % SELECTED FIXED CHARGES Property Taxes Insurance Reserve For Capital Replacement AMOUNT AVAILABLE FOR DEBT SERVICE & OTHER FIXED CHARGES (4.3) (5.6) (7.6) (8.6) % $4,120 $ % $2,610 $ % 56.0 % s 14.0 % $3,650 $ % $3,718 $17.81 (1.8) % (3.0) % SUPPLEMENTAL PAYROLL ANALYSIS 3 Total Food and Beverage 9.8 2, , (0.4) Telecommunications (6.8) (7.1) Other Operated Departments Administrative & General 4.1 1, , Marketing (3.7) (5.1) Property Operations & Maintenance (1.5) (2.9) TOTAL PAYROLL & RELATED EXPENSES 34.7% % $9,045 $ % % $9,092 $43.53 (0.5) % (1.7) % SUPPLEMENTAL FOOD & BEVERAGE INFORMATION 3 Cost of Food Sales Cost of Beverage Sales Total Cost of F&B Sales Food & Beverage Payroll Food & Beverage Other Expenses 1 s, F&B, and Telecommunications expense ratios to sales for departmental expenses and profits are based on their respective departmental revenues. All other expenses are based on total revenue. 2 Other Fixed Charges include Depreciation and Amortization, Interest, Rent, and Equipment Leases 3 Payroll and Costs of Sales are included in expenses. Amounts shown here are for additional detail only. Not all participants provide detailed data on payroll and F&B costs; therefore, the following supplemental analyses provide the ratios for only these hotels in the samples that reported detailed information. Consequently, the amounts may not tie to the departmental figures provided. NOTE: Totals may not add due to rounding. Source: STR Touchstone, Inc. d/b/a STR Analytics ( STR Analytics ) - The information contained in this report is based upon independent surveys and research from sources considered reliable but no representation is made as to its completeness or accuracy. This information is industry standard and is intended solely for the internal purposes of your company and should not be published in any manner unless authorized by STR Analytics. Copyright 2013 STR Touchstone, Inc. d/b/a STR Analytics. All rights reserved.

9 STR Analytics 2013 Custom HOST Report Revenue Detail Props: 8 Props: 8 s: 1,865 s: 1, Occupancy: 57.9% 2011 Occupancy: 57.2% ADR: $91.52 ADR: $88.08 RevPAR: $52.99 RevPAR: $ Variance % Ratio to Sales 1 1 Night Ratio to Sales Night Night REVENUE % $ $ % $ $ % % s 74.2 % $19,343 $ % $18,390 $ % 3.9 % Transient Revenue Group Revenue s Other Food , , Outlets In- Dining Banquet/Catering NOTE: Detailed data completed upon availability. If specific Mini Bar detailed line items are nonexistent or insufficient within a set of Other Rental hotels, the line item will be blank Audio/Visual Service Charges Beverage Outlets NOTE: All data is random and for design purposes only. In- Dining Banquet/Catering Mini Bar Other Telecommunications (14.3) (10.0) Phone Internet Other Other Operated Departments Golf-Green Fees Golf-Retail Golf-Membership Golf-Other Spa-Treatments Spa-Retail Spa-Other Laundry/Dry Cleaning Transportation/Garage/ Other Rentals & Other Income 5.3 1, , (3.3) (4.4) Cancellation Penalties (98.4) TOTAL REVENUE % $26,230 $ % $24,927 $ % (21.3) % Total Revenue MIN Total Revenue MAX $35,000 $24,512 $ $22,859 $ % % $30,152 $ $27,485 $ ,640 $ $30,000 4,626 $ $30,000 $25,000 $20,000 $15,000 $10,000 $5,000 $ $ $ $ $ $ $ $ $25,000 $20,000 $15,000 $10,000 $5,000 $ $ $ $ $ $ $ $ $0 $ $0 $ Aggregate value *charts omitted for Ratio to Sales for this sheet because Total Revenue is 100% Bar represents minimum to maximum range of individual properties Source: STR Touchstone, Inc. d/b/a STR Analytics ( STR Analytics ) - The information contained in this report is based upon independent surveys and research from sources considered reliable but no representation is made as to its completeness or accuracy. This information is Analytics of any industry standard and is intended solely for the internal purposes of your company and should not be published in any manner unless authorized by STR Analytics. Copyright 2013 STR Touchstone, Inc. d/b/a STR Analytics. All rights reserved.

10 STR Analytics 2013 Custom HOST Report Departmental Expenses Detail Props: 8 Props: 8 s: 1,865 s: 1, Occupancy: 57.9% 2011 Occupancy: 57.2% ADR: $91.52 ADR: $88.08 RevPAR: $52.99 RevPAR: $ Variance % Ratio to Sales 1 1 Night Ratio to Sales Night Night % $ $ % $ $ % % DEPARTMENTAL EXPENSES s 29.1 % $5,632 $ % $5,613 $ % (0.9) % Salaries & Wages Payroll Taxes & Benefits All Other Expenses NOTE: Detailed data completed upon availability. If specific Food & Beverage , , Cost of Food Cost of Beverage All Other F&B Expenses Salaries & Wages Payroll Taxes & Benefits detailed line items are nonexistent or insufficient within a set of hotels, the line item will be blank NOTE: All data is random and for design purposes only. Telecommunications (11.2) (12.8) Salaries & Wages Payroll Taxes & Benefits All Other Expenses Other Operated Departments , (25.5) (26.4) Parking-Salaries & Wag Parking-Payroll Taxes & Benefits Golf-Salaries & Wages Golf-Payroll Taxes & Benefits Golf-Cost of Retail Golf-Other Expenses Spa-Salaries & Wages Spa-Payroll Taxes & Benefits Spa-Cost of Retail Spa-Other Expenses Other-Salaries & Wages Other-Payroll Taxes & Benefits Other-Cost of Sales All Other Expenses Rentals and Other Income Cost of Sales Rentals All Other Expenses TOTAL DEPARTMENTAL EXPENSES 42.8 % $11,148 $ % $11,046 $ % (0.3) % Total Departmental Expenses MIN Total Departmental Expenses MAX % $10,456 $ % $10,487 $ % -0.5 % 45.8 $18,546 $ $20,512 $ $20,000 8,090 $ $25,000 10,025 $ $18,000 $16,000 $14,000 $12,000 $10,000 $8,000 $6,000 $4,000 $2,000 $60.00 $50.00 $40.00 $30.00 $20.00 $ $20,000 $15,000 $10,000 $5,000 $54.00 $52.00 $50.00 $48.00 $ $0 $ $0 $ Aggregate value Bar represents minimum to maximum range of individual properties Source: STR Touchstone, Inc. d/b/a STR Analytics ( STR Analytics ) - The information contained in this report is based upon independent surveys and research from sources considered reliable but no representation is made as to its completeness or accuracy.

11 STR Analytics 2013 Custom HOST Report Undistributed Operating Expenses Detail Props: 8 Props: 8 s: 1,865 s: 1, Occupancy: 57.9% 2011 Occupancy: 57.2% ADR: $91.52 ADR: $88.08 RevPAR: $52.99 RevPAR: $ Variance % Ratio to Sales 1 1 Night Ratio to Sales Night Night UNDISTRIBUTED OPERATING EXPENSES % $ $ % $ $ % % Administrative & General 9.3 % $2,427 $ % $2,326 $ % 3.1 % Salaries & Wages Payroll Taxes & Benefits Credit Card Commissions Centralized Accounting Corporate Office Reimburseables NOTE: Detailed data completed upon availability. If specific All Other Expenses Sales & Marketing 7.5 $1,948 detailed line $9.22items are nonexistent 7.3 or insufficient $1,803 within a $8.64 set of Salaries & Wages hotels, the line item will be blank Payroll Taxes & Benefits Corporate Office Reimburseables Sales Expenses Marketing Expenses NOTE: All data is random and for design purposes only. Other Expenses Utility Costs 6.0 $1,570 $ $1,565 $ (0.9) Electricity Gas Oil Steam Water & Sewer Other Property Operations & Maintenance 5.8 $1,514 $ $1,644 $7.87 (7.9) (9.0) Payroll and Related Expenses All Other Expenses TOTAL UNDISTRIBUTED OPERATING EXPENSES 28.6 % $7,459 $ % $7,338 $ % 0.4 % Total Undistributed Operating Expenses MIN Total Undistributed Operating Expenses MAX % $6,548 $ % $6,253 $ % 0.0 % 33.2 $8,546 $ $9,623 $ $9,000 1,998 $ $12,000 3,370 $ $8,000 $7,000 $ $10,000 $35.00 $ $6,000 $5,000 $4,000 $3,000 $40.00 $30.00 $ $8,000 $6,000 $4,000 $25.00 $20.00 $ $2,000 $1,000 $ $2,000 $10.00 $ $0 $ $0 $ Aggregate value Bar represents minimum to maximum range of individual properties Source: STR Touchstone, Inc. d/b/a STR Analytics ( STR Analytics ) - The information contained in this report is based upon independent surveys and research from sources considered reliable but no representation is made as to its completeness or accuracy. This information is Analytics of any industry standard and is intended solely for the internal purposes of your company and should not be published in any manner unless authorized by STR Analytics. Copyright 2013 STR Touchstone, Inc. d/b/a STR Analytics. All rights reserved.

12 STR Analytics 2013 Custom HOST Report Selected Fixed Charges Detail Props: 8 Props: 8 s: 1,865 s: 1, Occupancy: 57.9% 2011 Occupancy: 57.2% ADR: $91.52 ADR: $88.08 RevPAR: $52.99 RevPAR: $ Variance % Ratio to Sales 1 1 Night Ratio to Sales Night Night SELECTED FIXED CHARGES % $ $ % $ $ % % Taxes (4.3) (5.6) Real Estate Taxes Personal Property Taxe NOTE: Detailed data completed upon availability. If specific Insurance Other Taxes detailed line items are nonexistent or insufficient within a set of Building & Contents hotels, the line item will be blank (7.6) (8.6) Liability Other Reserve For Capital Replacement AMOUNT AVAILABLE FOR DEBT NOTE: All data is random and for design purposes only. SERVICE & OTHER FIXED CHARGES 16.1 % $3,520 $ % $2,032 $ % 71.3 % Amount Available for Debt Service & Other Fixed Charges MIN Amount Available for Debt Service & Other Fixed Charges MAX % $2,563 $ % $1,526 $ % 62.3 % 20.3 $4,512 $ $3,623 $ $5,000 1,949 $ $4,000 2,097 $ $4,500 $4,000 $3,500 $3,000 $2,500 $2,000 $1,500 $1,000 $500 $18.00 $16.00 $14.00 $12.00 $10.00 $8.00 $6.00 $4.00 $ $3,500 $3,000 $2,500 $2,000 $1,500 $1,000 $500 $14.00 $12.00 $10.00 $8.00 $6.00 $4.00 $ $0 $ $0 $ Aggregate value Bar represents minimum to maximum range of individual properties Source: STR Touchstone, Inc. d/b/a STR Analytics ( STR Analytics ) - The information contained in this report is based upon independent surveys and research from sources considered reliable but no representation is made as to its completeness or accuracy. This information is Analytics of any industry standard and is intended solely for the internal purposes of your company and should not be published in any manner unless authorized by STR Analytics. Copyright 2013 STR Touchstone, Inc. d/b/a STR Analytics. All rights reserved.

13 STR Analytics Custom HOST Participation Report Limited-Service: Boston Downtown/Airport Job #: New STR # PROPERTY NAME ADDRESS CITY ST ZIP ROOMS APR ($) CHAIN SCALE BRAND PARENT COMPANY YEAR OPEN LOCATION Holiday Inn Express & Suites Boston 280 Friend St Boston MA Upper Mid Urban Comfort Inn & Suites Logan Intrntl 85 American Legion Hwy Revere MA Upper Mid Suburban Total Properties: 2 Total s: 280 Source: STR Touchstone, Inc. d/b/a STR Analytics ( STR Analytics ) - The information contained in this report is based upon independent surveys and research from sources considered reliable but no representation is made as to its completeness or accuracy. This information is in no way to be constructed as a recommendation by STR Analytics of any industry standard and is intended solely for the internal purposes of your company and should not be published in any manner unless authorized by STR Analytics. Copyright 2013 STR Touchstone, Inc. d/b/a STR Analytics. All rights reserved. NOTE: All data is random and for design purposes only. 7 of 8

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15 2013 HOST Program Choose Your HOST Report: Please check ("X") all that apply 2013 HOST Almanac $400 Annual report (based on 2012 financial performance) 2013 Custom HOST Report Custom HOST Report This custom data set will include: $425 Complete first segment selection form below (based on 2012 financial performance) Full Service Hotels OR Limited Service Hotels Select standard market geography and segment: STR Markets, Tracts, or States: And STR Chain Scales: Any/All Luxury Upper Upscale Upscale Upper Midscale Midscale Economy Independents Or, select custom property set: STR # Property Name City, State Zip s Data Set Requirements: 2. One brand can account for a maximum of 40% of aggregate room supply among reporting hotels in set. 3. One parent company can account for a maximum of 60% of aggregate room supply among reporting hotels in set. 4. To receive last year data in addition to this year data, apply the minimum of four (4) and 40/60 rules to hotels with 2011 data. 5. Changes to any HOST report must involve a minimum of two (2) reporting hotels (cannot add/delete one hotel). 6. Full Service and Limited Service Hotels can not be mixed on one report. 7. There is no maximum number of properties that may be included in a Custom HOST Report. 8. To order a Custom HOST Report, please [email protected]

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This provision shall survive indefinitely the expiration or termination of this Agreement for any reason and does not waive either Party s right to seek equitable or injunctive relief as may be available from any court of competent jurisdiction to restrain the other from breaching or threatening to breach this Agreement.

17 Agreement 3.2 Term. Either party may terminate this Agreement at any time with thirty (30) days written notice to the other party. 3.3 Obligations upon Termination. Within thirty (30) days of the termination or expiration of this Agreement for any reason, Licensee shall cease all use of the Licensed Materials and shall return or destroy, at STRA s option, all copies of the Licensed Materials and all other information relating thereto in Licensee s possession or control as of the such date. This provision shall survive indefinitely the expiration or termination of this Agreement for any reason. 3.4 Governing Law: Jurisdiction and Venue. This Agreement shall be governed by the substantive laws of the State of Colorado without regard to its or any other jurisdiction s laws governing conflicts of law. The Parties shall bring any action arising from or relating to this Agreement only in the federal or state courts having jurisdiction in Boulder, Colorado. LiThe parties also expressly waive any objections to venue. 3.5 Assignment. Licensee is prohibited from assigning this Agreement or delegating any of its duties under this Agreement without the prior written consent of STRA. 3.6 Independent Relationship. The relationship between the parties is that of an independent contractor. Nothing in this agreement shall be deemed to create an employer/employee, principal/agent, partnership or joint venture relationship. 3.7 Notices. All notices required or permitted to be given hereunder shall be in writing and shall be deemed given i) when delivered in person, at the time of such delivery; ii) when delivered by facsimile transmission or , at the time of transmission (provided, however, that notice delivered by facsimile transmission shall only be effective if such notice is also delivered by hand or deposited in the mail, postage prepaid, registered, certified or express mail or by courier service within two (2) business days after its delivery by facsimile transmission); iii) when delivered by a courier service or by express mail, at the time of receipt; or iv) five (5) business days after being deposited in the mail, postage prepaid, registered or certified mail, addressed (in any such case) to the addresses listed on the first page of this Agreement or to such other address as either party may notify the other in writing. 3.8 Waiver. No waiver of any breach of this Agreement will be deemed to constitute a waiver of any subsequent breach of the same or any other provision. 3.9 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, superseding in all respects any and all prior proposals, negotiations, understandings and other agreements, oral or written, between the parties, with the exception of the Terms of Use and Privacy Policy Amendment. This Agreement may be amended only by the written agreement of both parties Recovery of Litigation Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled Notice of Unauthorized Access. Licensee shall notify STRA immediately upon Licensee s becoming aware of any facts indicating that a third party may have obtained or may be about to obtain unauthorized access to the Licensed Materials, and shall fully cooperate with STRA in its efforts to mitigate the damages caused by any such breach or potential breach Conflicting Provisions. In the event that any provision of these Standard Terms and Conditions directly conflicts with any other provision of the Agreement, the conflicting terms of such other provision shall control Remedies. In addition to any other rights or remedies that either party may have under applicable law for material breach of this Agreement, in the event of any material breach of this Agreement by either party, and following notice to the breaching party by the non-breaching party, the non-breaching party s obligations under this contract shall terminate Indemnification. Licensee shall indemnify, defend and hold STRA harmless against any claims, actions, losses, liabilities, damages and expenses (including reasonable attorneys fees and court costs) brought against STRA by any third party that relates to or arises out of Licensee s unauthorized disclosure of, misuse of or misrepresentation of the Licensed Materials Website. Licensee acknowledges that it is subject to the Terms of Use and Privacy Policy governing the use of the terms of which are fully incorporated herein. In the event of any conflict between any provision of the Terms of Use or Privacy Policy and any provision of this Agreement, the terms of this Agreement shall control.