Terms and Conditions of Use of the VisitMyBaltimore.com Site

INTRODUCTION

This Terms & Conditions page (the "Agreement") establishes the terms and conditions pursuant to which you may access and use the VisitMyBaltimore.com web site (the "Site"), and constitutes a binding agreement between you and the Baltimore Area Convention and Visitors Association ("BACVA"), a Maryland non-profit entity located at 100 Light Street, 12th Floor, Baltimore, Maryland, 21202. By visiting the Site, you affirm that you have read and accept all of the following terms and conditions, and BACVA's Privacy Statement (found at http://www.baltimore.org/visitors/privacy.html), either of which may be updated by us from time to time without notice. If you do not agree to any of these terms, please do not use the Site.

1. REGISTRATION. You may be required to register and create an account to access certain features of the Site. BACVA reserves the right to disallow the use of usernames that BACVA deems inappropriate in its sole discretion.  Like your use of the Site, your registration constitutes your affirmation THAT YOU HAVE READ AND AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. You will not be asked to consent to this Agreement every time you log in, but your use of any features of the Site, including access to the Site, will at all times be subject to and pursuant to this Agreement, and any modifications that may have been made since your last review of the Agreement. We may amend this Agreement at any time, in our sole discretion, by posting the amended terms on the Site. If you are a registered user, we may or may not notify you of amended terms at the email address provided upon registration. You agree that any such notice is deemed received by you when it is mailed to such email address, whether or not you have actually read or received the notice. If you do not agree with the modified terms to the Agreement, your only recourse is to terminate your use of and discontinue access to the Site. If you do not understand any portion of this Agreement, please e-mail us at help@visitmybaltimore.com or write to us at Baltimore Area Convention and Visitors Association, 100 Light Street, 12th Floor, Baltimore, Maryland, 21202, Attn: Webmaster.

2. ELIGIBILITY. Use of the Site is limited to adults eighteen years of age or older that are residents of the United States. By using this Site, you affirm that you are at least eighteen years old and a U.S. resident, and you acknowledge that this Site is under no circumstances intended for children under the age of thirteen.

3. RESTRICTIONS ON USE. You agree to the following rules/restrictions and acknowledge that violation of any of them constitutes grounds for immediate termination of your account or access to the Site without further notice, in BACVA's sole discretion:

a. You alone are responsible for all information, data, text and other content which you may contribute to the Site or to any other accountholders by any means, including by uploading, posting, emailing or transmitting. BACVA does not control the content posted on the Site by users or accountholders and as such, does not guarantee the accuracy, integrity or quality of such content. Under no circumstances will BACVA be liable in any way for any content, including any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed or otherwise transmitted via the Site.
b. You will not transmit unsolicited e-mails, junk mail, or "spam," which can be characterized as promotional or sales material, to other users or accountholders.
c. You will not engage in fraudulent activity of any kind, including by forging information, impersonating other people, contributing information which you know to be false, misleading, inaccurate or incomplete, or misrepresenting your affiliation with any person or entity.
d. You will not use the Site in any manner that may be considered objectionable, such as by using the Site to upload, post, display, or otherwise transmit any content that is false, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful or racially, ethnically or otherwise objectionable, or that encourages conduct that would be considered a criminal offense or give rise to civil liability.
e. You will not harass, threaten or abuse any other person when using the Site in any manner.
f. You will not violate or attempt to violate the security of the Site, use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, or take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Violations of this sort will be prosecuted to the fullest extent of state and federal laws.
g. You will not launch any automated system, including without limitation, "robots," "spiders," "offline readers," or other mechanisms, that access the Site in a manner that sends more request messages to our servers in a given period of time than can reasonably be produced by an individual in the same period using a conventional on-line web browser. Notwithstanding the foregoing, BACVA grants the operators of public search engines permission to use spiders to copy materials from the Site solely to create public searchable indices of Site content, but not caches or archives of such content. BACVA reserves the right to revoke these exceptions either generally or individually. You will not collect or harvest any personally identifiable information, including user or account names, from the Site.
h. You will comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Site and will not use the Site for unlawful purposes.
i. You will not upload, email, post or otherwise send or transmit any content which you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
j. You will not post, upload, email, link to, or otherwise transmit any content that contains any viruses, cancel bots, Trojan horses, harmful code, or other computer software or program designed to interrupt, destroy or limit the functionality of the Site or impair others' ability to enjoy the Site, or the proper functioning of any software or hardware or equipment or materials used in connection with the Site.
k. You will not infringe, misappropriate, or otherwise violate any existing local, national or international copyright, trademark, service mark, trade name, patent, right of publicity or privacy, or other intellectual property or proprietary rights of any person or entity whatsoever.
l. You will not give your password to anyone, use the Site as the agent of a third party, or allow any third party to use your account. If any security breach or unauthorized use of you account occurs, you will notify BACVA immediately in writing or via email.
m. You will use the Site solely for your personal, noncommercial use.
n. You will not copy or distribute any contents of the Site in any medium without BACVA's prior written permission
o. You will not violate any other term or condition contained in this Agreement.

4. PRIVACY. While BACVA collects personal information from users for the purpose of building value in their use of the Site, we respect your right to privacy. Therefore, any personal information that you provide to us will be treated in strict accordance with BACVA's Privacy Statement, which is incorporated herein by reference. Please review the Privacy Policy, which is located here: http://www.baltimore.org/visitors/privacy.html. We may use your email address to verify your identity and to contact you.

5. FEES. BACVA does not currently charge a fee for accessing any features of the Site, although you are responsible for paying your own costs, such as the cost of Internet access and all hardware, software, service and other costs you incur to participate or to access our servers. BACVA specifically reserves the right to charge membership or other fees in the future and agrees to notify you of such fees in advance.

6. INTELLECTUAL PROPERTY. Unless otherwise indicated, any content on the Site not provided by users, including, but not limited to text, graphics, logos, software code and all other intellectual property (the "Intellectual Property"), are owned by BACVA, and the Intellectual Property is protected by U.S. and international copyright, trademark and service mark laws. Except with our prior written permission, any reproduction, distribution, download, publication, transfer or transmission of the content on the Site is strictly prohibited. BACVA owns trademarks and service marks such as the Get in on it tag line and logo, and other related marks. You cannot use the Baltimore Area Convention and Visitors Association or BACVA name or logos or other proprietary marks without BACVA's express written consent. You shall be solely responsible for your submission of content to the Site and the consequences of posting or publishing them. You understand that whether or not such content is published, BACVA does not guarantee any confidentiality with respect to any submissions. In connection with any and all content submitted by you, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize BACVA to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all such content to enable inclusion and use of the content in the manner contemplated by the Site and this Agreement; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the content to use his/her name or likeness to enable inclusion on the Site. While you retain all of your ownership rights in the content that you submit, by submitting such content to the Site, you hereby grant BACVA a worldwide, non-exclusive, royalty-free, perpetual, sublicenseable and transferable license to use, reproduce, distribute, modify, prepare derivative works of, display, and perform the content that you submit, in connection with the Site and BACVA's business, including without limitation for promoting and redistributing part or all of the content (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Site a non-exclusive license to access content submitted by you through the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of the Site and under this Agreement. The foregoing license to other users terminates once you remove or delete the licensed content from the Site. If you believe that your work has been copied in a manner that constitutes copyright infringement, you must provide our copyright agent, designated below, with the following information: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; (b) a description of the copyrighted work that you allege has been infringed; (c) a description of the allegedly infringing material that is to be removed or disabled and the location of such material on our Site; (d) your contact information, including your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the use of the material complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the owner whose exclusive right allegedly is infringed. Such notice should be sent to Antoinette Walters, Copyright Agent for Baltimore Area Convention and Visitors Association: (a) by mail, to, Whiteford, Taylor & Preston L.L.P., Seven Saint Paul Street, Baltimore, Maryland 21202; or (b) by email, to copyright@wtplaw.com.

7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY. BACVA desires to provide services of value. However, all information on our Site is posted for your convenience only, and we make no representations or warranties concerning its accuracy. It also is important for you to keep in mind that this Site is run on software, hardware and networks, any component of which may require maintenance or experience problems from time to time. Thus, we make no promises as to the continued availability or the functionality of this Site or its contents. __Accordingly, you agree that use of the Site, is at your sole risk, that the information contained herein is provided to you "AS IS," and "AS AVAILABLE" for your informational purposes only. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, BACVA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND IN THE SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED VIA THE SITE OR ANY OTHER WEB SITE LINKED TO THE SITE, WHETHER SUCH WARRANTIES ARE EXPRESS OR IMPLIED BY LAW, CUSTOM OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, NON-INFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, COMPLETENESS, RELIABILITY, OR SYSTEM INTEGRATION. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITE OR THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND NO GUARANTEE THAT ANY ERRORS WILL BE CORRECTED. __BACVA DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. BACVA MAKES NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF CONTENT SUPPLIED BY USERS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL. __BACVA HEREBY DISCLAIMS ANY RESPONSIBILITY FOR THE CONTENT PROVIDED BY USERS, INCLUDING ANY COPYRIGHTS IN SUCH INFORMATION AND THE USE OR MISUSE OF SUCH INFORMATION BY A USER OR ACCOUNTHOLDER THAT VIOLATES ANY LAW OR THE PERSONAL PRIVACY OF ANY OTHER PARTY. BACVA reserves the right, but is not obligated, to decide whether user submitted content is appropriate and complies with this Agreement for violations other than copyright infringement; and BACVA may or may not remove such content and/or terminate a user's account or access for uploading such material in violation of this Agreement at any time, without prior notice and in its sole discretion. __IN NO EVENT SHALL BACVA BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY MONEY DAMAGES OR OTHER LIABILITY WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, OR OUR SERVICES, INCLUDING LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE). NOTWITHSTANDING THE FOREGOING, TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR LIABILITY TO YOU OR ANY OTHER PARTY IN ANY CIRCUMSTANCE IS LIMITED TO $US 100. Some states do not allow this limitation of liability, so the foregoing limitation may not apply to you. __Solely as a courtesy to you, we may provide links to third party web sites and resources that are beyond our control. However, we do not endorse, approve, certify or control any of those sites, and because we do not have any control over them, you acknowledge and agree that we are not responsible for their content or the availability, accuracy, completeness, efficacy, or timeliness of information contained on them. Reference on those sites to any commercial product, process, or service by trade name, trademark, service mark, manufacturer, or otherwise does not constitute or imply endorsement, recommendation, or favoring by BACVA. Further, BACVA holds no responsibility for the privacy practices of such web sites. You hereby waive any claim you may have against BACVA with respect to such web sites. __BACVA assumes no responsibility or legal liability for any loss, injury, harassment, abuse, or problems you may suffer as a result of any contact with anyone through the Site. In addition, any exchange of personal information is completely voluntary on the part of users. __UNDER NO CIRCUMSTANCES SHALL BACVA BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL. THE LIMITATIONS OF LIABILITY AND DISCLAIMERS HEREIN SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OF CONTRACT OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF AN EXCLUSIVE REMEDY.

8. INDEMNIFICATION. You agree to indemnify and hold harmless BACVA, its officers, directors and employees from any claims, losses, liability costs and expenses (including, but not limited to attorneys' fees) arising from your violation of this Agreement, state or federal laws or regulations or any third party rights, including, but not limited to, claims of copyright infringement, patent infringement, misappropriation of trade secrets, libel, slander, trade libel, defamation, harassment, invasion of privacy or fraud.

9. TERM & TERMINATION. This agreement is effective upon your accessing the Site and shall continue in full force until terminated. In its sole discretion and without notice, and at any time and for any reason, BACVA reserves the right to: (a) terminate this Agreement; (b) cancel your account; (c) suspend your access to all or any portion of the Site; and/or (d) remove or disable your access to all or any portion of the Site.

10. AGENCY. Your relationship with BACVA is solely as a user. There is no employer-employee or other agency relationship created between you and BACVA by the activities performed by you on the Site. You are under no obligation to perform any activities on the Site and nothing in this Agreement will create any partnership, joint venture, franchise, sales representative, employment or other relationship between the parties. You will not make any statement, whether on this Site or otherwise, that reasonably could be interpreted to contradict anything in this section.

11. INTERPRETATION & LAW. You acknowledge and agree that the Site shall be deemed solely based in the State of Maryland. This Agreement is entered into, shall be performed, and shall be governed in all respects by the laws of the State of Maryland, without regard to its principles of conflicts of law. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Without limiting any other remedies, we may at any time, and without prior notice, suspend or terminate your access to Site or any portion thereof if you breach this Agreement or if we are unable to verify or authenticate any information you provide to us. In addition, we may refuse any and all of our services to anyone at any time, in our sole discretion. We reserve any and all rights not otherwise expressly granted to you in this Agreement, and we may, in our sole discretion, add, delete or change some or all of Site content at any time. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. References to "including" are to particular examples only, and no such references are intended to be exhaustive or to limit in any way whatsoever the interpretation of any preceding words or language.

12. DISPUTE RESOLUTION & FORUM. The parties shall resolve any claim or controversy that relates in any way to performance of this Agreement exclusively as provided in this Section. The parties agree to try to resolve any such claim or controversy first through consultation and negotiation in good faith and in a spirit of mutual cooperation without the intervention of any third party. If the foregoing fails, then any such dispute shall be mediated by a mutually acceptable mediator no later than 45 days after written notice by the party demanding mediation. Such mediation shall be conducted in Baltimore, Maryland in accordance with the rules of the American Arbitration Association and shall be non-binding. Neither Party may unreasonably withhold consent to the selection of a mediator, and the parties will share the costs of the mediator equally. Each Party shall pay its own attorneys' fees. By mutual agreement, either party may postpone mediation until each has completed some specified but limited discovery regarding the dispute. __Any dispute which cannot be resolved between the parties through mediation within three months of the date of the initial demand for mediation by one of the parties may then be submitted to binding arbitration in Baltimore, Maryland by a single arbitrator knowledgeable in the internet services business generally, in accordance with the commercial arbitration rules of the American Arbitration Association. Judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary in this Section, either you or BACVA may seek any interim or preliminary relief from a court of competent jurisdiction in Baltimore, Maryland. necessary to protect the rights or property of you or BACVA pending the completion of arbitration. The fees of the AAA shall be borne by the parties equally.

13. SURVIVAL. The provisions of Sections 4, 6, 7, 8, 11, 12, 13, and 14 hereof shall survive the expiration or any termination of this Agreement.

14. INTEGRATION. This Agreement constitutes the entire agreement between you and BACVA in connection with your use of the Site and supersedes all prior agreements between the parties regarding the subject matter contained herein.

1739609.v2