Tradmark Terms of Use Agreement

THIS TRADEMARK TERMS OF USE AGREEMENT (this "Agreement") is made between Pinnacle West Capital Corporation, Arizona Public Service Company and APS Energy Services Company, Inc. (collectively, "Company") and any person (collectively "you", "your" or "I") who completes the registration process to access, download and use the Company’s trademarks (collectively the "Trademarks," as defined in Section 1 of this Agreement).

BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING OR USING ANY OF COMPANY’S TRADEMARKS, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND DO NOT SIGNIFY YOUR ACCEPTANCE BY CLICKING THE "I ACCEPT" BUTTON BELOW, YOU MAY NOT ACCESS OR USE ANY OF COMPANY’S TRADEMARKS.

1. Company Trademarks

1. Description. As used in this Agreement, the term "Trademark" or "Trademarks" will mean those marks adopted and used, in use, or intended to be used by Company to indicate that Company is the source of designated goods and services. The Company is the sole and exclusive owner of all Trademarks. The Trademarks are protected by domestic and international intellectual property laws, and, except for the specific rights granted to you by this Agreement, all other rights are reserved. The only Trademarks licensed and authorized by Company for access, downloading, and use pursuant to this Agreement are those trademarks listed on our Web site. 
2. Accessibility. You agree that from time to time the Trademarks may be inaccessible for any reason, including, without limitation:  (i) website malfunctions; (ii) website unavailability due to periodic maintenance which Company may undertake from time to time; or (iii) causes beyond the control of Company or which are not reasonably foreseeable by Company.

2. Representations and Warranties

   You represent and warrant to Company that:  (a) you are over the age of eighteen (18) and have the power and authority to enter into and perform your obligations under this Agreement; and (b) you shall comply with all terms and conditions of this Agreement, including, without limitation, the License Grant set forth at Section 3 and the Trademark Usage Guidelines set forth at Section 4.

3. License Grant
   1. Trademark License. The Company hereby grants to you, and you hereby accept on the terms and subject to the conditions in this Agreement, a revocable, non-exclusive, non-transferable, royalty-free license (without the right to grant sublicenses) to use and display the Trademarks ("the "License") solely for the purpose set forth in a separate writing which references the Trademarks and is issued by an authorized representative of the Company's Corporate Communications Department.  Such separate writing is hereby incorporated herein by reference.  This Agreement shall control and have precedence over any conflict between it and the separate writing.  If there is no separate writing issued in accordance with this Agreement that references the Trademarks and indicates the approved purpose of your use, then this License shall be deemed null and void, and of no effect. Company agrees to provide you with non-exclusive access to or use of the Trademarks, consisting of access to a web page containing the Trademarks, subject to the terms and conditions set forth in this Agreement. You understand and agree that the License does not include any right to sell, sublicense, license, transfer or otherwise make available the Trademark to any third party. You further agree that any goodwill or other benefit resulting from the display or other use of the Trademarks inures to the sole benefit of Company.
   2. Size, Style and Color. You agree to display or otherwise use any Trademark in the size, style and color set forth on the Web site (collectively, the "Specifications"). Any variation on the Specifications must be approved by the Company in writing prior to your display or other use of the Trademarks. Company reserves the right, in its sole discretion, to deny any requests to modify or vary the Specifications. Company also reserves its right to change the Specifications from time to time.
      
4. Trademark Usage Guidelines

   You are solely responsible for any and all acts and omissions that occur as a result of your access, downloading and use of the Trademarks, and you agree not to engage in any unacceptable use of the Trademarks, which includes, without limitation, use of the Trademarks:  (a) in any media containing material or information that a reasonable person may find abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (b) in text, audio, video, graphics, software or in any other media format that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (c) in a manner that creates a false identity or otherwise attempts to mislead any person as to the identity or origin of any communication; or (d) in any other activity deemed by the Company, in its sole and absolute discretion, to be in conflict with the spirit or intent of this Agreement.

5. Privacy

   For a more detailed description of the types and uses of personal information collected from you, please read the Company Privacy Policy.

6. Termination

   This Agreement is effective upon your acceptance and shall continue in full force as long as you use or display the Trademarks. You may terminate this Agreement at any time and for any reason, provided that upon termination you discontinue all use and display of the Trademarks. Company reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Trademarks; (b) suspend your access to or use of all or any portion of the Trademarks; and (c) terminate this Agreement. If Company terminates this Agreement, you will immediately discontinue all use and display of the Trademarks and will be liable to Company for any infringement resulting from the use or display of the Trademarks thereafter.

7. Limitation of Liability

   UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE TRADEMARKS. YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE FOR YOU TO DISCONTINUE USE OF THE TRADEMARKS AND TERMINATE THIS AGREEMENT.

8. Indemnification

   You agree to indemnify, hold harmless and defend Company, its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorneys’ fees, asserted by any person, arising out of or relating to:  (a) this Agreement; (b) your use of the Trademarks; and (c) any libelous, slanderous, indecent or other statement concerning any person made or republished by you.

9. Miscellaneous
   1. Law, Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of Arizona and the United States without reference to conflict of laws. The parties agree that any action brought as a result of a dispute arising under this Agreement shall be brought in the State or Federal Courts in Phoenix, Arizona and consent to the jurisdiction of the State or Federal Court in Phoenix, Arizona.
   2. Injunctive Relief. It is understood and agreed that, notwithstanding any other provisions of this Agreement, breach of the provisions of this Agreement by you will cause Company irreparable damage for which recovery of money damages would be inadequate, and that Company shall therefore be entitled to obtain timely injunctive relief to protect Company’s rights under this Agreement, in addition to any and all remedies available at law.
   3. Amendment. Company shall have the right, at any time and without notice, to add to or modify the terms of this Agreement, simply by posting such amended terms herein. Your access, link to or use of the Trademarks after the date such amended terms are posted on the Company’s website shall be deemed to constitute acceptance of such amended terms.
   4. Waiver and Severability. No failure, delay in exercising or enforcing any right or remedy hereunder by Company shall constitute a waiver of any other right or remedy, or future exercise thereof. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

Survival. The respective rights and obligations of the parties under Sections 1, 2, 4, 6, 7, 8 and 9 shall survive any termination or expiration of this Agreement.