Signature: _________________________________

Your title: _________________________ Date: ______________________

By signing the Advertising Agreement, the Advertiser hereby agrees to the following Terms and Conditions, which are included and made a part of that Advertising Agreement as if fully set forth therein. The Terms and Conditions and the Advertising Agreement shall be referred to herein collectively as the "Agreement." Bed & Breakfast Inns ONLINE is a service of Innkeeper Services. Bed & Breakfast Inns ONLINE shall be referred to herein as "bbonline".

Bbonline makes no warranties, express or implied, other than those presented in this Agreement.

Bbonline reserves the right to refuse any advertisement for any reason. Bbonline shall be the sole and final arbitrator of whether or not any advertising material is appropriate for inclusion on www.bbonline.com. As used in this Agreement, the term "Advertisement" shall refer to the web page designed by Bbonline on behalf of Advertiser, as well as any links to third party web pages included thereon.

Bbonline reserves the right to discontinue advertisements for any inn in the event that Bbonline has received more than one unresolved complaint, or for any other reasonable grounds, solely within the discretion of Bbonline.

Advertiser is solely responsible for any legal liability arising out of or relating to (1) the Advertisement, (2) any claims or misrepresentations made via the Advertisement, and/or (3) any material to which users can link through the Advertisement.

Advertiser represents and warrants that: (1) the material provided to Bbonline is original, copyrighted material belonging to Advertiser, or that Advertiser has obtained any and all rights, permissions and licenses necessary for Bbonline to use the material in the preparation of Advertiser's web pages and in any other printed matter prepared by Bbonline in the normal course of business; (2) the use, reproduction, distribution, or transmission of the Advertisement will not violate any criminal laws or any rights, title or interests of any third party, including, but not limited to, copyright (whether in text, image, software code or music), patent, trademark, trade secret, or any other proprietary or property right; and (3) that the Advertisement will not contain material that includes false advertisements, unfair competition, defamatory material, invasions of privacy or rights of celebrity, or violations of any anti-discrimination law or regulation.

Advertiser agrees to indemnify and hold Bbonline, its assigns, employees, and heirs, harmless from any and all liability, loss, damages, claims, or causes of action, and/or third party claims, arising out of or related to Advertiser's breach of any of the foregoing representations and warranties, including reasonable legal fees and expenses. When necessary to effectuate the intent of this paragraph, the Advertiser agrees to request that Bbonline be listed as an additional insured on any policy issued to Advertiser under which there is coverage for any of the forms of legal liability described in this paragraph.

IN NO EVENT WILL BBONLINE BE LIABLE TO ADVERTISER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT BBONLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

This Agreement will be governed by and construed in accordance with the laws of the State of California. The courts located in the State of California, County of Los Angeles (State and Federal) shall have sole and exclusive jurisdiction over any controversies arising out of, relating to, or in connection with this Agreement, or any breach thereof. Any service of process given to either party via certified U.S. Mail, return receipt request, shall be deemed to have the same force and effect as personal service given within the State of California, provided, however, that in order to effectuate service upon Bbonline, a copy also must be mailed to Bbonline, 909 North Sepulveda Boulevard, 11th Floor, El Segundo, California 90245. Advertiser understands and agrees that it is hereby waiving any further objections to choice of law, venue, personal jurisdiction and subject matter jurisdiction in any legal proceeding involving the terms and performance of the Agreement brought in accordance with this paragraph.

This Agreement and any and all exhibits and attachments are the complete and exclusive understanding 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. The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any purchase order or prior correspondence between Advertiser and Bbonline. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.

Advertiser may cancel this Agreement at any time by giving Bbonline thirty (30) days written notice delivered to Innkeeper Services via email, fax or U.S.P.S. mail and further provided that there is no outstanding balance with Bbonline. Bbonline will make every effort to stop displaying Advertiser's web pages immediately upon receipt of such notice. The Advertiser agrees that by cancelling the Agreement, it forfeits all fees paid in advance.

By signing the Advertising Agreement, Advertiser warrants that it has the full right, power, and authority to enter into this Agreement and to make all of the grants, promises, and covenants herein contained.

By signing the Advertising Agreement, Advertiser acknowledges that it has read all of the Terms and Conditions and fully intends and agrees to be bound thereby.