NOTICE TO USERS: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT. USE OF THE ROOM-AVAILABILITY SOFTWARE ON THIS SITE (THE "SOFTWARE") CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL AND/OR USE THIS SOFTWARE. USER'S USE OF THIS SOFTWARE IS CONDITIONED UPON COMPLIANCE BY USER WITH THE TERMS OF THIS AGREEMENT. .

This Agreement is between the party ("Licensee") using the Room-Availability.com™ product from the Web site of Room-Availability.com, Inc. which is owned by BB Getaways, a division of CSIG,Inc., a New York corporation with a place of business at 106 Enterprise Drive, Kingston, New York, 12401.  This Agreement is applicable to each and every use of the product.

RECITALS

A.       B&B Getaways., owns and operates a site on the World Wide Web (the "Web") and owns all rights to certain software tools and has licenses to other software programs which will enable Licensee to access, update or display room-availability information on the Web for the purpose of booking a room.

B.       Licensee desires to use such software tools and to obtain sublicenses to the third-party software for the purpose of displaying or accessing room availability information on this or other sites on the web.

AGREEMENT

1. DEFINITIONS.

1.1  "Business Purpose" means using the Software and Third-Party Software (defined below) to enable up a Web site to access, display or update room availability information the Internet.

1.2  "Confidential Information" means:  (a) the Software; (b) the business or technical information of B&B Getaways., including but not limited to any information relating to B&B Getaways.'s finances, marketing plans, business opportunities, research, development or know-how; and (c) any information designated by B&B Getaways, as "confidential" or "proprietary" or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential.   "Confidential Information" will not include information that:  (a) is in or enters the public domain without breach of this Agreement or any other agreement; (b) Licensee receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; or (c) Licensee develops independently, which it can prove with written evidence.

1.3  "Intellectual Property Rights" means intellectual property and/or proprietary rights, including, without limitation, copyright (including rights in audiovisual works), moral rights, patent rights (including patent applications and disclosures), rights of priority, publicity rights and trade secret rights, recognized in any country or jurisdiction in the world.

1.4  "Software" means the software tool, in source and object code versions, including any related documentation or technical or design information, and all modifications thereto and derivative works derived therefrom owned by B&B Getaways.

1.5  "Third-Party Software" means the software programs owned by parties other than B&B Getaways., in which B&B Getaways., has the authority to sublicense to Licensee.

2. LICENSE GRANT.

Subject to the terms and conditions of this Agreement, B&B Getaways., grants Licensee (1) a non-exclusive, non-transferable limited run-time license to use the Third-Party Software under the term of this Agreement solely for Business Purposes; and, (2) a non-exclusive, non-transferable license to use the Software to access, update and display room-availability information to enable a guest to book a room.   Licensee shall not modify the Software or Third-Party Software and shall utilize the Software and Third-Party Software solely as the feature capabilities of such programs permits.  Licensee's rights in the Software or Third-Party Software shall be limited to the license granted hereunder. B&B Getaways., reserves all other rights.

3.  LICENSE RESTRICTIONS.

Licensee shall not sublicense, transfer or distribute Software, or any portion thereof, to any third parties.   Licensee shall not reverse engineer, disassemble, de-compile, alter or modify the Software or Third-Party Software in any way.  Licensee may host its room-availability site with any Web site hosting service.  Without B&B Getaways.'s prior written authorization, which authorization shall not be unreasonably withheld, Licensee shall not add unauthorized programs, whether developed by Licensee or others, to the Software or Third-Party Software.  Furthermore, should Licensee host its Web site via Room-Availability.com, Licensee shall not store or place any pornographic or so-called  "adult content" data on the hosting server provided via Room-Availability.com, Inc. Furthermore, the hosting server provided via B&B Getaways., may only be used for lawful purposes. Posting or transmission of any material in violation of any state or federal law or regulation is prohibited. This includes, but is not limited to, copyrighted material, material reasonably considered by Room-Availability.com, Inc., to be threatening or obscene, or material protected by trade secret.

4. PROPRIETARY RIGHTS.

 4.1  Room-Availability.com, Inc.'s Property.  The Software, in whole and in part, and all intellectual property rights therein are the sole and exclusive property of Room-Availability.com, Inc.  B&B Getaways.'s ownership includes all changes and additions to the Software, and all derivative works thereof.

4.2  Proprietary Notices.  Licensee shall not delete or in any manner alter the copyright, trademark, and other proprietary rights notices of B&B Getaways., the Third-Party Software licensees, and their licensors, if any, appearing on the Software or the Third-Party Software delivered to Licensee.

4.3  Obligation to Protect.  Licensee agrees to use reasonable efforts to protect B&B Getaways.'s proprietary rights to Software and to cooperate in B&B Getaways.'s efforts to protect its proprietary rights.  Licensee agrees to promptly notify B&B Getaways., of any known or suspected breach of Room-Availability.com, Inc.'s proprietary rights to Software that may come to Licensee's attention.

4.4  Licensee's Property.  Licensee shall be the owner of all property rights in the output generated by Licensee through the use of the Software.  In the event Licensee utilizes B&B Getaways.'s hosting services, Licensee grants B&B Getaways. a license to utilize Licensee's property rights in connection with a hosted Web site.

5.  ATTRIBUTION.

Licensee shall ensure attribution to B&B Getaways., pursuant to the provisions of Sub-section 4.2 hereinabove.

6.  NO WARRANTY.

6.1  No Warranty B&B Getaways, LICENSES THE SOFTWARE TO LICENSEE ON AN “AS IS” BASIS AND MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, FOR SOFTWARE INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.2  No Support Obligation.  Support and maintenance of THE Software may be provided to Licensee by B&B Getaways., at BBG.'s sole discretion.  BBG., is under no obligation to provide any such support and/or maintenance to Licensee.

7.  CONFIDENTIAL INFORMATION.

7.1  Confidentiality Obligations. Licensee shall take all reasonable measures to maintain the confidentiality of all BBG.'s Confidential Information in its possession or control, which will in no event be less than the measures Licensee uses to maintain the confidentiality of its own information of equal importance.

7.2  Source Code.  The source code version of the Software is the highly confidential and valuable Confidential Information of BBG.  Licensee will take all measures necessary to maintain the confidentiality of such source code, which will in no event be less than the measures it uses to maintain the confidentiality of Licensee's own most highly confidential information.

7.3  Injunctive Relief.  Licensee acknowledges that Confidential Information of BBG., includes trade secrets of BBG., the disclosure of which would cause substantial harm to BBG., that could not be remedied by the payment of damages alone.  Accordingly, BBG., will be entitled to preliminary and permanent injunctive relief and other equitable relief for any breach of Section 7.

8. LIMITATIONS OF LIABILITY.

IN NO EVENT SHALL, BBG'S LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL SUM LICENSEE PAID FOR THE SOFTWARE AND THIRD-PARTY SOFTWARE.  DDM SHALL NOT BE LIABLE FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT BBG, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS OF LIABILITY ALSO APPLY TO DDM.'S EMPLOYEES, AFFILIATES, DISTRIBUTORS AND CONTRACTORS.

9.  TERM AND TERMINATION.

9.1  Term.  This Agreement shall continue in full force and effect until terminated according to its terms.

9.2  Termination for Cause.  BBG., may terminate this Agreement if:

(a)  Licensee breaches any material term or condition of this Agreement and fails to cure such breach within ten (10) days of written notice of such breach;

(b)  Licensee becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to in solvency, receivership, liquidation, or composition for the benefit of creditors; or becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

9.3  Termination for Convenience.  Either party may terminate this Agreement for any reason, or for no reason, upon thirty (30) days written notice to the other party.

9.4  Effect of Termination.  If this Agreement is terminated, Licensee will immediately return to BBG, or, at BBG.'s request, destroy all complete and partial copies of the Software and derivative works thereof in its possession or control, and Licensee shall certify to BBG, in writing that it has done so.

9.5  Survival.  The provisions of Sections 4 (Proprietary Rights), 6 (No Warranty), 7 (Confidential Information) and 8 (Limitations of Liability) shall survive termination of this Agreement.

9.6  Nonexclusive Remedy.  The exercise by B&B Getaways., of any remedies under this Agreement shall be without prejudice to its other remedies under this Agreement or otherwise.

10.  SET-UP AND MONTHLY FEES.

Licensee understands and agrees that BB Getaways. will charge Licensee's credit card for the set-up fee to commence operations and after the first month of operations automatically charge Licensee's credit card for a monthly fee (as set by BB Getaways. or one of BB Getaways.'s distributors) for each month Licensee has the Software and has not given a notice of termination. Failure of Licensee to pay this ongoing monthly fee may result in the termination of Licensee's right to use the Software and Third-Party Software.

11.  MODIFICATIONS OF TERMS AND CONDITIONS.

BB Getaways. reserves the right to make modifications to the terms and conditions of this Agreement at any time with or without prior notice to Licensee.  Room-Availability.com, Inc. will attempt to send email notification to Licensee at the Licensee's last provided email address of any such modifications.  The most current version of this Agreement or any agreement with Licensee will be located at http://www.room-availability.com/LicenseAgreement.htm, as modified from time to time by Room-Availability.com, Inc. and effective as of the posting of the modified Agreement at the URL.

12.  GENERAL TERMS AND CONDITIONS.

12.1  Assignment.  This Agreement shall bind and inure to the benefit of each party's successors and assigns, provided that Licensee may not assign this Agreement, in whole or in part, without DDM.'s written consent.

12.2  Notices.  All notices under this Agreement shall be deemed given when delivered personally or sent by commercial overnight carrier or U.S. certified mail, return receipt requested, or provided by email as may be specified by either party to the other in accordance with this Section 12.2.

12.3  Severability.  If any provision of this Agreement is found illegal or unenforceable, if shall be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement shall not be affected.

12.4  Waiver.  No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights.

12.5  Entire Agreement.  This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter.

12.6  Choice of Law and Jurisdiction in Event of Dispute.  This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon , United States of America, and the County of Multnomah.  In the event of a dispute where the parties are unable to reach resolution, litigation of said dispute shall be in a venue in the City of Portland, State of Oregon.

IN WITNESS WHEREOF, Licensee has caused this Agreement to be executed by completing the electronic acceptance on the download system and agrees to the terms and conditions stated above.