Please read the following Agreement before clicking "SUBMIT" to submit your New Account Form. By submitting the completed New Account Form or by using the DTI Service, you agree to all of the terms and conditions of this Service Usage Agreement for Vendors ("Usage Agreement"). If you do not agree with any of the terms or conditions contained herein, please do not use the DTI Service.

Destination Technologies, Inc. ("DTI") reserves the right to change, modify, add or remove portions of this Usage Agreement or the terms or conditions contained herein at any time. Changes will be posted periodically on the DTI Service in the "Usage Agreement" section. Your continued use of the DTI Service following the posting of any changes will mean that you have accepted the changes.

1. Definitions.
The DTI Service (the "Service") is a set of online information services provided by DTI over telecommunications networks, principally the Internet, using one or more Web sites ("collectively, "the Web Site"), consisting of information services and content provided by DTI, affiliates of DTI, and third parties. "You" or "yours" refers to each person ("Account Holder") who establishes an authorized account ("Account") or who is authorized to access and use the Service. The DTI Service includes its online supplier catalog, supplemental advertising and leisure travel web site. DTI reserves the right to add, modify, or delete the online services that comprise the Service so long as the functionality available to the Account Holder at the time of account activation is not substantially decreased after such additions, modifications, or deletions.

2. General.
The New Account Form, this Usage Agreement and any other DTI policies relating to the use of the Service (collectively, this "Agreement") set forth the terms and conditions that apply to your use of the Service. By submitting the DTI New Account Form, or by using the Service, you are deemed to have agreed to comply with all of the terms and conditions of this Agreement. The right to use the Service is personal to you or members of your company and is not transferable to any other person or entity. You are responsible for all use of your Account under any user ID (username) or password by any person and for ensuring that all use of your Account complies fully with the provisions of this Agreement. You are responsible for protecting the confidentiality of your password. DTI reserves the right to decrypt passwords for Account maintenance purposes.

3. Usage.
Your use of the Service constitutes your agreement to all of the terms, conditions and notices below in addition to the general terms and conditions contained in this Agreement. If you do not agree with these provisions, please do not use the Service. As stated above, DTI reserves the right to change, modify, add, or remove portions of this Usage Agreement at any time. Please check the "Usage Agreement" section of the Service periodically for any such changes. Your continued use of the Service following the posting of any changes will mean that you have accepted the changes.

• In General
  As a condition of using the Service you agree to abide by all applicable local, state, national and international laws and regulations relevant to the use of the Service including, without limitation, any applicable child privacy laws, regulatory guidelines, and policies. In addition, you warrant that you will not use the Service for any purpose that is unlawful or prohibited by this Agreement (including, without limitation, any use that infringes another's copyright rights). You may not use the Service in any manner that could damage, disable, overburden or impair the Web Site or any user of the Web Site, or interfere with any other party's use of the Service.

• Takedown Rights
  In the event notice is provided in any form by any party to DTI, or DTI has at least a reasonable suspicion in DTI's sole judgment, that specific content then uploaded by Account Holder is defamatory, obscene, objectionable, or an infringement of intellectual property rights of others ("Harmful Content"), DTI reserves the right to take-down (disable from access or delete, in DTI's sole judgment) the Harmful Content without prior notice to Account Holder or liability to Account Holder or to any other party; provided, however, in cases in which the defamatory, obscene, objectionable, or infringing nature of the alleged Harmful Content is not obvious in DTI's sole judgment, DTI shall use reasonable efforts to provide prior notice to Account Holder of DTI's intent to take-down the Harmful Content and invite Account Holder within five (5) calendar days to delete the alleged Harmful Content or to explain to DTI why the Harmful Content should not be taken down; provided, further, that notwithstanding any laws or regulations of a foreign country, DTI shall have no liability whatsoever under such non-U.S. laws and regulations for any take-down or failure to take-down hereunder. This paragraph shall not be deemed to impose a duty on DTI to monitor Account Holder's use of the Service for Harmful Content, and DTI expressly disclaims any such duty to monitor.

• Copyright and Trademark Protection
  All materials contained on the Service (including, without limitation, the Web Site's "look and feel," layout, design, text, software, images, graphics, video and audio content (collectively, "Materials")) other than Vendor Materials, as defined below, and content that you upload to the Web Site, are the property of DTI, its affiliated companies or licensors and are protected by U.S. copyright, trademark and other intellectual property laws and international treaties.

• Distribution of Materials
  The text, audio, and video content of the Web Site is of two types: Materials provided by you to DTI and hosted by DTI in the Online Supplier Catalog area of the Web Site ("Vendor Materials"), and all other Materials ("Other Materials"). You hereby grant to DTI the right to publish, copy, browse, download, display, perform, transmit, and distribute through the Service to other account holders to the Service Vendor Materials and Derivative Vendor Materials, as defined below. You further grant to DTI the right to create summarized information, indices, directories containing some contents of Vendor Materials, and other derivative works based on the Vendor Materials ("Derivative Vendor Materials"). Access to Vendor Materials and Derivative Vendor Materials by account holders other than you shall be as permitted in the account agreement between DTI and each such account holder (collectively, "Other Account Holders"). You grant the right to DTI to authorize Other Account Holders to publish, copy, browse, download, display, perform, transmit, and distribute Vendor Materials and Derivative Vendor Materials within each Other Account Holder's company and/or within each client of each Other Account Holder's company. DTI shall include in the Usage Agreement with the Other Account Holders a requirement that they keep intact all copyright and other proprietary notices contained in the Vendor Materials.

  You shall not publish, copy, browse, download, display, perform, transmit, distribute, modify, create derivative works from, or sell any of the Other Materials, Derivative Vendor Materials, information, products, or services (except for Other Materials that you lawfully uploaded to the Web Site) obtained from the Service in any form or by any means, including, without limitation, electronic, photonic, mechanical, photocopying, recording or otherwise, except as expressly permitted under applicable law or as described in this Usage Agreement.

  You shall not engage in systematic retrieval of data or other content, Vendor Materials, Derivative Vendor Materials, or Other Materials from the Service to create or compile, directly or indirectly, a collection, compilation, database or directory. Nor shall you "mirror" on your own site or any other server any Materials contained on the Service, including, without limitation, the Service's home page or result pages. Use of the content and Materials on the Service for any purpose not expressly permitted by this Usage Agreement is prohibited.

• Vendor Materials and Hyperlinks to Third Parties
  You warrant that the Vendor Materials that you upload to the Web site for use in the Service shall be your works of authorship, or that you have adequate rights from the copyright holder of the Vendor Materials that permit you to upload the Vendor Materials to the Web site for use in the Service, including the grants of use to DTI, and through DTI to Other Account Holders, described above. You warrant that any Vendor Materials you upload to the Web site shall not contain Harmful Content and are not misleading. DTI is not your agent or is not in partnership with you, and is not an agent or partner of any Other Account Holder. You are responsible for the content, accuracy, opinions expressed and other links provided as Vendor Materials. Any contract for products and services obtained by you from an Other Account Holder, an Other Account Holder's company, or client of an Other Account Holder is a matter independent of DTI and of use of the DTI Service. You agree that you waive and release DTI from any and all liability involving an Other Account Holder's act(s) or failure(s) to act, and that you will not name DTI as a party to any suit or other dispute resolution process in any matter concerning your relationship with an Other Account Holder, including without limitation, the content, accuracy, opinions expressed and other links provided by an Other Account Holder, the quality and timeliness of services from an Other Account Holder, or performance by an Other Account Holder.

  Hyperlinks to other Internet resources are provided for your convenience. Such resources' development and maintenance are not under the direction of DTI. Thus, the content, accuracy, opinions expressed and other links provided by these resources are neither verified by DTI nor endorsed by DTI.

  Because DTI has no control over such third party Web sites and resources, you acknowledge and agree that DTI is not responsible for the availability of such external Web sites or resources. In addition, you acknowledge and agree that DTI does not endorse and is not responsible or liable for any content, advertising, products, services, or other materials on or available from such Web sites or resources. Furthermore, you acknowledge and agree that DTI will not be liable, directly or indirectly, for any damage or loss caused by the use of any such content, products or Materials.

  4. Intellectual Property Rights.
  You acknowledge that the Service contains copyrighted material, trademarks, and other proprietary information owned by DTI and its licensors, and that your account does not confer on you any right, title or interest in or to the Service, the related documentation or the intellectual property rights relating thereto. Unauthorized copying of any portion of the Service may result in litigation under applicable copyright, trademark or other intellectual property laws or international treaties and loss of privileges granted pursuant to this Agreement.

  5. Disclaimer of Warranty; Limitation of Liability.
  YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. NEITHER DTI, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS (INCLUDING WITHOUT LIMITATION, VENDORS) MAKES ANY WARRANTY WHATSOEVER, INCLUDING WITHOUT LIMITATION: THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; OR AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE; OR AS TO THE ACCURACY, RELIABILITY, AVAILABILITY, SUITABILITY, QUALITY, OR OPERATION OF ANY INFORMATION, SOFTWARE, OR SERVICE PROVIDED ON OR ACCESSIBLE FROM THE SERVICE. THE SERVICE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE AND NONINFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER APPLICABLE LAW. CLICKING ON ADVERTISEMENTS AND OTHER HYPERLINKS MAY LINK YOU TO THIRD PARTY WEBSITES IN WHICH DTI HAS NO CONTROL OVER CONTENT OR TRANSACTIONS; DTI EXPRESSLY DISCLAIMS ANY LIABILITY FOR VIRUSES, MONETARY LOSSES, HARMFUL COOKIES AND OTHER CONTENT, OR OTHER DAMAGES THAT MAY ARISE FROM LINKAGE TO SUCH THIRD PARTY WEBSITES. IN NO EVENT SHALL DTI BE LIABLE TO YOU OR ANY OTHER PERSON FOR LOSS OF BUSINESS OR PROFITS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF DTI WAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY OTHER CLAIM RELATED TO THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY ACCORDING TO JURISDICTION.

  In the event any claim relating to the performance or nonperformance by DTI pursuant to this Agreement, or in any other way concerning the Service, is made by you, the actual damages to which you may be entitled shall be limited to the fees paid by you for the Service.

  6. Indemnification.
  To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless DTI, its affiliates, and their respective directors, officers, employees, and agents from and against all claims and expenses, including attorneys' fees, arising out of the use or unauthorized copying of the Service, Materials, or any content, the violation of this Agreement or any applicable laws or regulations, or arising out of your violation of any rights of a user by you or by persons using your Account.

  7. Termination of Agreement.
  Either party shall have the right to terminate this Agreement at any time by providing notice of termination to the other. In the event of termination of this Agreement by either party, you shall have no claims against DTI or its affiliates. Termination of this Agreement automatically terminates your license to use the Service and any content or other material contained therein. SUSBCRIPTION PAYMENTS ARE NON-REFUNDABLE; provided, however, that if DTI terminates this Agreement, other than as a result of your breach of this Agreement, DTI shall refund to you a pro rata portion of the account fee paid to DTI, if any, for the unexpired portion of your account term.

  8. Account Information; Renewals.
  DTI will automatically bill your credit card every 30 days to maintain your account. If your credit card could not be processed sucessfully, you will be prompted for new credit card information when you next log on to the system. If you wish to cancel your account, do so in the Account Cancellation section under Company Information. Your account will then expire shortly after your current 30 day account term ends and your credit card will no longer be charged. In the event that you cancel your account, the unexpired portion of your account term will not be refunded, applied to another account, or transferred to anyone else and is not convertible to cash or other form of credit.

  9. Miscellaneous.
  This Agreement is entire and complete, and no representations, warranties, agreements or covenants, express or implied, of any kind or character whatsoever have been made by either party to the other, except as expressly set forth in this Agreement. Except as provided herein, this Agreement may not be modified or changed unless in writing and signed by you and an authorized officer of DTI. You may not assign any of your rights or delegate any of your obligations under this Agreement without DTI's prior written consent. This Agreement shall be subject to and construed in accordance with the laws of the State of Hawaii, without regard to its conflicts of law rules, and any action brought in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state or federal courts located in Hawaii. If any provision of this Agreement is held to be overly broad in scope or duration by a court of competent jurisdiction, such provision shall be deemed modified to the broadest extent permitted under applicable law. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. The provisions of Sections 4, 5, 6, and 7 shall survive termination of this Agreement.

  End of Service Usage Agreement for Vendors