PlanetWare Legal

PLANETWARE INC.

ATTRACTION SUBMISSIONS AND LISTINGS TERMS, CONDITIONS AND LICENSE
(the "Agreement")

By submitting the attraction business information (the "Content") to PlanetWare Inc., the person(s) making the submission (the "Representative") represents that such person(s) are authorized representatives of the attraction's owners (the "Attraction"), have read these terms and conditions and agree and consent to the use, modification and incorporation of the Content into the PlanetWare Inc. web-site and in related business operations, products and services, all subject to the terms and conditions set out below:

1. Copyright, Reservation of Ownership and Grant of License
   1. All copyrights and rights of ownership in the Content shall at all times remain with the Attraction. The Attraction retains exclusive ownership of any copy of the Content licensed under this Agreement.
   2. Attraction grants to PlanetWare a non-exclusive, transferable license to use the Content that may be provided from time to time with the restricted right to sublicense (as described below), pursuant to the terms and conditions of this Agreement.
   3. By this license, the Attraction is granting PlanetWare the perpetual right to use the Content on PlanetWare's website (e.g., "planetware.com Your Unlimited Travel Guide to the World™") (and any successor to such website), in PlanetWare's electronic delivery products, and by PlanetWare's customers in their respective websites and business operations, products and services, on the terms and conditions herein.
   4. PlanetWare may include photo credits including copyright notices identifying the Attraction with each photo displayed. Such photo credit, if used, will contain the phrase "© <year> <name of Attraction and/or photographer>. Used with permission - under license." The same applies to maps, drawings, diagrams, and all other images.
   5. PlanetWare has the right to modify, alter, re-size, re-touch, clarify, crop, cut, rescale, and revise the Content and change its appearance (e.g., colour, contrast, brightness, etc.). This includes the right to modify written descriptions and photo captions as PlanetWare deems, in its discretion, appropriate. PlanetWare also has the right to determine the Content's pixel size and resolution.
   6. PlanetWare may sub-license the Content to other parties for use, incorporation and linkage into or with web sites and business operations, products and services related to the business of the Company.
2. Term
   1. The term of this Agreement is for an indefinite period and commences on the effective date set forth above. This Agreement may be terminated only by PlanetWare at any time and for any reason whatsoever. Upon such termination, PlanetWare will cease using and displaying the Content and delete said Content from the website of PlanetWare without notice to the Attraction.
   2. The terms of the Agreement will govern any Content, including up-dated information, provided by the Attraction during the Term. PlanetWare agrees to up-date the Content within a reasonable period of time following receipt of up-dated Content provided in the format specified by PlanetWare. PlanetWare will not be responsible or liable for any delays in posting up-dates.
3. No Compensation
   1. PlanetWare does not and will not compensate (either monetarily or non-monetarily) the Attraction for providing, and permitting the use of, the Content.
   2. PlanetWare will not be liable for any: (i) misprint, incorrect or inaccurate capture of entry information; (iii) any failure of the PlanetWare website , including any problems, human or technical error, printing errors, lost, delayed, garbled data or transmissions, omissions, interruption, deletion, defect or failures of any telephone or computer lines, or technical malfunction of any computer on-line systems, servers, access providers, computer equipment, software, failure of any e-mail or entry to be received on account of technical problems or traffic congestion on the Internet or at any website, or any combination thereof including any injury or damage to any other person's computer related to or resulting from downloading any material; or (iv) lost, illegible, falsified, damaged, misdirected, mutilated, garbled or incomplete data entries(iv) any other matter whatsoever.
4. Representations and Warranties
   1. The Attraction warrants to PlanetWare that the Content is an original or licensed work and that:
      1. it is the sole owner of Content or the authorized licensor of such Content licensed to PlanetWare under this Agreement;
      2. it has the authority to grant the licenses herein set out;
      3. the Content or licenses granted herein do not violate any copyright, right of privacy or other proprietary right of any person;
      4. the Content contains nothing untrue, inaccurate, incomplete, misleading, obscene, scandalous, defamatory, or libellous ;
      5. the Content's images that depict small groups of people (6 or less) or single individuals are model released, unless the Content depicts crowds, street scenes, sports events, stadiums, crowded beaches, or similar Content;
      6. the Content is free of computer bugs, viruses, trojan horses, worms, spyware, malware, root-kits, cookies or any other form of infectious or viral program or code.
      7. the Attraction agrees not to institute any action on the grounds that the use of the Content constitutes an infringement of its moral rights, or a reflection on its reputation, character, or status;
      8. the Attraction and the Representative has complete authority to enter into this Agreement.
   2. The Attraction agrees to indemnify, defend and save harmless PlanetWare, its officers, directors, employees, agents, successors and assigns, and to compensate them for any loss, injury or damage, including any legal costs and expenses, paid or incurred by them as a result of any breach or alleged breach of representation or warranty given under this Agreement, or any proceedings brought against them under the Canada Criminal Code. The Attraction further agrees that the indemnities herein set forth shall survive any termination of this Agreement. The Attraction further agrees to indemnify and save harmless PlanetWare from any and all third party suits, claims, judgments, etc. or any incidental, consequential or special damages arising out of PlanetWare's use of the Content.
5. No Agency Created - Nothing contained herein or done hereunder shall be construed as constituting either party the agent of the other.
6. Notices, etc.
   1. Notices. All notices, requests, demands or other communications (collectively, "Notices") by the terms hereof required or permitted to be given to PlanetWare shall be given by email as follows: To PlanetWare at info@planetware.com or at such other address as may be given by PlanetWare hereto in writing from time to time.
   2. Entire Agreement. Attraction acknowledges that PlanetWare reserves the right to amend these terms and conditions at PlanetWare's sole and exclusive discretion by posting an amendment to these terms and conditions on www.planetware.com/legal-submission.htm (the "Amendment") or by providing notice to Attraction by regular mail, facsimile or electronic mail, and said Amendment shall automatically be considered a part of these terms and conditions. Attraction's continued participation in the PlanetWare services after such posting or notice of such Amendment constitutes acceptance of the revised terms and conditions contained in the Amendment. Subject to the Amendments aforesaid, this Agreement relating to these terms and conditions constitutes the entire Agreement between the parties with respect to all of the matters herein.
   3. Enurement. This Agreement shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and assigns.
   4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and each of the parties hereto agrees irrevocably to conform to the non exclusive jurisdiction of the Courts of such Province in Toronto.
   5. Severability. If any paragraph, clause, article, section or any portion of any section of this Agreement is determined to be unenforceable or invalid for any reason whatsoever that unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of this Agreement and such unenforceable or invalid paragraph, clause, article, section or portion thereof shall be severed from the remainder of this Agreement.