Virtual Visit Presentations - Terms and Conditions

These terms and conditions of service ("Terms") are entered into by and between Virtual Visit Presentations Inc. ("VVP") and the named client ("Client") when accepted and acknowledged by Client via Meeting Professional Sign Up form acceptance. The Terms constitute the "Agreement". Client's use of any of HOTELvisit, CDvisit, TRADESHOWvisit, WEBvisit & REMOTEvisit (collectively, the "Solutions") will also be evidence of Client's acknowledgement and acceptance of these Terms.

A. Work Product

VVP provides interactive applications accessible from VVP Websites. The Solutions may include applications owned and/or licensed by third parties to VVP. VVP has also assembled, arranged and produced information, including, but not limited to, photographic and multimedia images, graphics, illustrations, text, about products and services related to the meeting planning, tradeshow and convention industry (collectively, "Data"). Data may be accessed from VVP and used by Client with the Solutions. Use of the Work Product is subject to the following terms and conditions, as well as any terms posted to VVP Websites.

1. License to Work Product. VVP grants Client a non-exclusive, non-transferable, non-sublicensable, personal, limited license to display and/or access the Work Product in the form delivered to Client and to use it in Client's ordinary day-to-day business. Generally, authorized users will be limited to employees or contract personnel of Client to whom user ID(s) and password(s) are issued. In the event some or all of the Work Product is made available on a public VVP site or Client site, VVP acknowledges that customers of Client or VVP may utilize some or all of the Work Product.

2. Service Level. Subject to the terms and conditions of this Agreement, Company shall use commercially reasonable efforts to ensure VVP main server(s) and network connections to the Internet backbone will be available 95% of the time between the hours of 7:00 a.m. and 10:00 p.m. eastern standard time, Monday through Friday (the "Service Level"), throughout the term of this Agreement. Nonetheless, Client acknowledges that Internet servers and links to the Internet are susceptible to downtime, and Client agrees that, except as expressly provided in this section, nothing in this Agreement shall be construed as a warranty of uninterrupted or error-free access. VVP will perform maintenance during off-peak hours when such scheduling is feasible in VVP's sole judgment.

4. Security. VVP may employ encryption technology for certain features of its Work Product, including industry standard SSL (Secure Socket Layers) protocol to encrypt data during transmission. Client must enable browser features that support SSL encryption. VVP may assign a user ID and password for each user identified by Client. Client is entirely responsible for maintaining the confidentiality of Client passwords and account. Client shall notify VVP immediately of any unauthorized use or any other breach of security. VVP or third parties cannot and will not be liable for any loss or damage arising from Client's failure to comply with these requirements.

5. Additional Services. From time to time, VVP may agree with Client to provide additional implementation, user support, training, technical support, custom development and/or other services as specifically described in a Schedule to this Agreement. Additional services will be available during VVP normal business hours (excluding holidays) by telephone and other methods VVP or third party providers may specify from time to time. VVP reserves the right to change its service hours without prior notice. In the event Client experiences problems with any Work Product, Client shall promptly notify VVP and provide a reasonably detailed description, including the steps that lead to the problem and any messages that may appear on the user's screen. Client agrees to cooperate with VVP to conduct diagnostic testing.

B. Intellectual Property Rights and Indemnification

1. VVP owns all Work Product, their look and feel, the source and object code comprising them, and owns or has the right to use the content and data contained therein subject to patent, copyright, trademark, unfair competition and other laws. VVP also retains all copyrights and other proprietary rights in any photographs, images, graphics, text, design, custom development, computer code, illustrations, or other original content produced by VVP for Client. Client acknowledges that it has no ownership rights in the Work Product. Nothing in this Agreement is intended or shall be construed to grant Client any rights in the foregoing other than as specified. All ownership rights in all derivatives, modifications, improvements and extensions thereof, are retained by VVP or the third parties from which VVP has obtained license rights.

2. Links to Third Party Sites. The Work Product includes links to various third party sites ("Linked Sites"). VVP provides these links solely as a convenience to Client. Linked Sites are not under the control of VVP. VVP has not reviewed all of the Linked Sites, and VVP is not responsible or liable for the content available at any such Linked Site or the performance or availability of such Linked Sites. Use of any Linked Site is at Client's own risk including, but not limited to, supplying credit card or other information to Linked Site merchants. Client agrees not to hold VVP liable for any loss or damage of any sort incurred as a result of any such dealings with any merchant or information or service provider accessed through Linked Sites.

3. Client retains no proprietary rights in any Data, photographic or multimedia content provided by VVP ("VVP Content") unless Client licenses these rights from VVP by specific agreement or Schedule. If Client elects to license VVP Content on a restricted basis from VVP for uses non-competitive to VVP (a "Restricted License"), then VVP grants Client the right to use, reproduce and publish or display the content in any manner for a period of one year, unless otherwise agreed, provided that Client may not use, reproduce or publish VVP Content on another electronic or online service similar to the service produced by VVP as determined by VVP in its sole judgment. If Client elects to license VVP Content on a unrestricted basis from VVP (an "Unrestricted License"), then VVP grants Client the right to use, reproduce and publish or display the content in any manner without restriction for a period of one year, unless otherwise agreed, including competitive uses.

4. Except as expressly permitted, Client will not do or permit to be done any of the following: (i) directly or indirectly download, store, reproduce, duplicate, transmit, display, copy, distribute, or publish any of the Work Product, (ii) modify, create derivative works, disassemble, de-compile or "unlock," reverse translate or reverse engineer or in any manner decode any of the Work Product for any reason, (iii) use any device, solution or routine or otherwise to attempt to interfere with or compromise the proper working or security of VVP or third party servers, (iv) sell, grant access to, transfer, assign or share Client's right to use the Work Product (voluntarily, involuntarily, by operation of law or otherwise) to or with any other person, including, but not limited to, any successor, affiliate, purchaser or creditor, without the prior written consent of VVP or use any of the Work Product for time-sharing or service bureau purposes, (v) use the Work Product in any way for spamming, chain letters, junk mail or distribution lists to any person who has not given specific permission to be included in such, or (vi) transmit through the Work Product any material of any kind which is or may be unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable, or which may infringe the property or personal rights of others.

5. Client will only use the Work Product for lawful purposes, in compliance with the terms of this Agreement and with all applicable local, state, national and international laws and regulations including, without limitations, copyright, trademark, export and obscenity and defamation laws of Canada and foreign authorities. At all times during the term of this Agreement and following its termination, Client shall indemnify and hold harmless VVP, its officers, directors, employees, agents, licensors, third party providers, affiliates, successors and assigns from any liability, loss, damage, cost and expense arising from or related to (i) VVP use, modification or publication of Client Content or any part of it, (ii) any claim or action that arises from Client's use of the Work Product in an unlawful manner or in any manner inconsistent with the restrictions and policies stated herein, (iii) Client's breach of any of the representations, warranties and covenants set forth in this Agreement, (iv) any third party product or services sold or purchased by Client on or through the Work Product, however accessed, and (v) all reasonable costs and expenses, including legal fees incurred by VVP or third party to enforce its rights and remedies under this Agreement. Client further acknowledges that VVP or third party shall have the right to injunctive relief and that the rights and remedies provided in this Agreement are cumulative. The foregoing indemnity shall not apply to any violation of third party rights arising from the unlawful conduct of VVP.

C. Limited Warranty and Disclaimers

1. VVP represents and warrants that any services to be provided by VVP under this Agreement will be performed in a professional, lawful manner. VVP makes no warranties with respect to the performance of third party applications. This limited warranty is conditioned upon Client's proper use of the Work Product, and does not apply if any of the foregoing fail due to modification, accident, neglect, misuse, failure of equipment, failure of data communication facilities or any other condition resulting from other than ordinary use. Third party applications are provided "as is, as available" unless the third party licensors offer express warranties to Client and these are posted on VVP Websites.

2. Due to the inherent hazards of electronic distribution, Client acknowledges there may be delays, omissions or inaccuracies in transmission and breaches of security despite measures taken by VVP to prevent them. Client further acknowledges that neither VVP nor any third party warrants that the operation and availability of its Work Product will be uninterrupted or error free, that they will be free from security breaches or that any of the forgoing will meet Client's particular requirements.

3. Client acknowledges that information included in the Work Product has been provided to VVP by third parties. Neither VVP nor any third party warrants the accuracy, timeliness or completeness of any data unless it includes an express statement to the contrary. VVP shall not be liable to Client or any other person for any claim arising from Client's use of any information included in the Work Product or from any information provided to Client by a third party communicating through the Work Product.

4. Limitation of Liability. Neither VVP nor any of its officers, employees, affiliates, agents, licensors, successors or assigns (the "VVP Parties") nor any third party from which VVP has obtained rights to any solutions shall be liable to Client or anyone else for consequential, special, incidental, indirect or similar damages even if advised of the possibility of such damages. Client Agrees that the aggregate liability of the VVP Parties or any third party, if any, arising out of any kind of legal claim (whether in contract, tort or otherwise) in any way connected with any part of the Work Product to be provided hereunder shall be limited to actual (direct) damages not to exceed the amount Client paid VVP under this Agreement in the twelve (12) months immediately proceeding the event giving rise to such claim.

E. Term, Default, Remedies and Termination

1. Term. Unless otherwise noted on a Schedule to this Agreement, the term for the Agreement shall commence immediately.

2. Breach. If Client breaches any of Client's obligations to VVP under this Agreement and such breach continues uncured for more than thirty days after notice, VVP may, at its sole option, terminate Client's right to use, and block Client's access to the Work Product, deactivate Client's user ID(s) and password(s), cease to perform any other obligations it may have to Client and exercise any and all other rights and remedies available to it under this Agreement or applicable law.

3. Termination. Upon the expiration or termination of this Agreement for any reason, the licenses and all other rights granted to Client under this Agreement shall immediately cease, Client shall have no further right to use the Work Product, and VVP may deactivate Client's user ID(s) and password(s). VVP may, in its sole discretion, terminate this Agreement and any Schedule prior to the expiration of the term then in effect if Client breaches or defaults on this agreement. Upon expiration or termination, Client will immediately cease all use of the Service, and will return to VVP any Confidential Information, User Materials or other user documentation. VVP may delete archived data, but will not do so earlier than thirty (30) days after the termination of this Agreement.

F. Miscellaneous, Limitation of Use & Non Disclosure

1. Each party represents and warrants that it has full power and authority to execute this Agreement and to take all actions required by, and to perform the agreements contained in, this Agreement, and that each party's obligations under this Agreement do not conflict with its obligations under any other agreement to which it is a party.

2. This Agreement, including any Schedules, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior or contemporaneous, discussions or agreements, whether written or oral. Headings stated in this Agreement are for convenience of reference only and are not intended as a summary of such sections and do not affect, limit, modify, or construe the contents thereof. Any rights not expressly granted to Client in this Agreement are reserved to VVP. No failure or delay (in whole or in part) on the part of either party to exercise any right or remedy hereunder shall operate as a waiver thereof or effect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. This Agreement does not create an agency, joint venture or employment relationship, and neither Client nor VVP shall have the right to bind the other in any respect whatsoever. This Agreement may not be modified except in writing (which may include an electronic agreement entered on-line) signed by the party against whom the modification is to be enforced. All notices under this Agreement shall be given by regular mail or commercial courier.

3. VVP reserves the right to assign this Agreement to a successor or purchaser of substantially all of the business and assets of VVP.

4. This Agreement shall be governed by the laws of Canada and the Province of Ontario. If any provision of this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. Any dispute arising in connection with this Agreement will be resolved in proceedings to be held in the Province of Ontario, and Client agree to submit to personal jurisdiction in the courts (federal and provincial) in Ontario. Client agrees that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.

5. VVP shall not be liable for delays in performance caused by acts of God, telecommunications, Internet, equipment or power failure or any other cause beyond VVP reasonable direct control.

6. The provisions of Sections B, C, D and F shall survive any termination or expiration of this Agreement. All other rights and obligations of the parties shall cease upon termination or expiration of this Agreement, other than liabilities that have accrued prior to such termination or expiration.

7. Client agrees that during the term of this Agreement, VVP may publicly refer to Client, orally and in writing, as a user/client of VVP. Furthermore, VVP may aggregate Data processed through or as a result of the Work Product and provide such aggregated information to third parties. For example, VVP may report that X number of meetings for Y number of participants were purchased/planned using the Work Product.

8. VVP reserves all right to include on all Work Product a legend acknowledging that the Work Product was developed and powered by VVP and its third party providers (as applicable). VVP also reserves the right to place meetings and conventions industry related advertising on any Client-specific (private label) version of the Work Product. Client shall not modify the Work Product in a manner that will alter the size, color, relative dimensions, appearance or other characteristics of any such legend or advertising.

9. Client acknowledges that the proprietary software, documentation, and program concepts contained in the Work Product include trade secrets and other proprietary or confidential information ("Confidential Information") of VVP Incorporated and third party beneficiaries of this agreement. Client agrees to maintain the confidentiality of any Confidential Information, including, but not limited to pricing information and Work Product specifications and designs. Client agrees to maintain and protect as confidential all VVP and third party provider Confidential Information, and not use it other than strictly for the purposes contemplated by this Agreement. Client agrees to retain on any print-out or downloaded copy of any Data or report generated from the Work Product, as the case may be, all proprietary notices of VVP or any third party provider in the same form as such notices appear on the screen or when printed or downloaded.

10. Client acknowledges that they are not to use or present any of the Solutions of a hotel or resort to a competing hotel or resort. Competing hotel or resort is defined as in the same geographic region (state or province). For the purposes of the Property Referral Program, VVP permits the Client to demonstrate the REMOTEvisit solution to other hotels and resorts. Under no circumstances shall a competitive property be displayed.