This DIY Hotels Service Agreement ('Subscription Terms') is entered into by you and DIY Hotels (Provider) regarding the DIY Hotels Subscription Service (the 'Services') as further described (collectively, the 'Agreement'). 'You' or 'your' means the individual or entity listed on the account you create (Client) and you represent you have the authority to agree to this Agreement for that party. You represent and warrant you are authorized to act on behalf of, and bind to this Agreement, any third party for which you utilize the Service. By registering for the Service, you are consenting to become a party to this Agreement and agreeing to be bound by the Terms herein. If you do not accept and agree to all the Terms, please discontinue the registration process. When you use your account or permit someone else to use your account to purchase or otherwise acquire access to additional service(s) or to modify or cancel your service(s) (even if we were not notified of such authorization), this Agreement covers any such service or actions.

AGREEMENT
NOW, THEREFORE, in consideration of the agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

I. The Service
Provider will furnish Client with online subscription services to Provider's product known as DIY Hotels to allow Client to monitor consumer generated hotel reviews, images and video on the Internet, hereto (the 'Services'), which is incorporated herein for all purposes. The Services shall include monitoring select web sites for those hotel properties of Client using established search engines and Provider's proprietary filtering technologies.

II. Service Deliverables
Provider shall provide Services to Client with the following specifications:

a. Provider will deliver the Services to Subscribers via a password protected dashboard for the exclusive use of Subscribers. Client may revise its designation of Subscribers upon prior written notice to Provider.

b. Provider shall use good faith efforts to provide comprehensive and accurate Services, subject to the disclaimers set forth in Section IV of this Agreement; provided, however, Provider cannot assure that all relevant hotel reviews, videos, images, blog entries, article postings, references and other information will be found or delivered, or that irrelevant hotel reviews, videos, images, blog entries, article postings, references and other information will not be delivered. From time to time delivery of the Services may be delayed due to scheduled or unscheduled maintenance or factors beyond Provider's control, and Provider's failure to deliver the Services in such event or events shall not constitute a breach of this Agreement.

III. Client's Acknowledgments and Agreements
a. Client acknowledges that Provider aggregates and distributes, but does not generate, the content underlying the Services, and that DIY Hotels Reports furnished by Provider represent the opinions of others and may contain inaccuracies, libelous material, profanity, and pornography. Provider may block certain comments using specific keywords.

b. Client understands and acknowledges that the Services are for internal review, analysis, and research only, and Client agrees, represents, and warrants to not redistribute DIY Hotels Reports, in whole or in part, to others, or publish, broadcast, or sell any material received hereunder, or in any manner infringe on any copyrights or proprietary interests of any third party from which data or other information contained in any DIY Hotels Report was generated.

c. Client agrees to indemnify, defend, and hold harmless Provider, its owners, employees, governing persons, affiliates, agents, successors, assigns, and attorneys from and against any and all claims, suits, demands, actions, proceedings, costs, damages, expenses (including, but not limited to, legal fees and out-of-pocket expenses) and losses incurred by any of such parties arising out of or related to or occurring in connection with Client's breach or alleged breach of any of its obligations arising out of or in connection with this Agreement, including Client's publication, transmission, delivery, or other use of any information or material contained in any DIY Hotels Report furnished to Client pursuant to this Agreement. Upon written request from Provider, Client shall promptly defend or settle such claim, suit, demand, action, or proceeding at Client's sole expense through counsel reasonably acceptable to Provider; provided, however, Client may not settle or compromise any claim without the prior written consent of Provider, which consent shall not be unreasonably withheld. In the event Client elects, for any reason or for no reason, not to defend any claim hereunder, Provider may settle, compromise, or defend such claim, and shall be entitled to recover from Client the amount of any final settlement or judgment, as well as all costs and fees incurred by Provider in connection with such settlement or defense, including reasonable attorney's fees and expenses. The foregoing notwithstanding, nothing herein shall prevent Provider, in its sole discretion, from defending or settling any such claim, suit, demand, action, or proceeding at its own expense and through its own counsel. The indemnification obligations set forth in this Section III(c) shall survive the termination or expiration of this Agreement.

IV. Disclaimers and Limited Warranties
a. Provider shall make no effort, and shall not be required hereunder, to substantiate the truthfulness of any DIYHotels Report, and Provider does not endorse, warrant, attest to, or make any judgment about the content of any DIYHotels Report.

b. PROVIDER MAKES NO WARRANTY HEREUNDER OF ANY KIND, EXPRESS OR IMPLIED, TO CLIENT WITH RESPECT TO THE SERVICES AND/OR THE CONTENTS OF ANY DIY HOTELS REPORT. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROVIDER EXPRESSLY DISCLAIMS RESPONSIBILITY FOR THE ACCURACY, TIMELINESS, OR ADEQUACY OF THE SERVICES OR THE INFORMATION FURNISHED HEREUNDER PURSUANT TO THE SERVICE. CLIENT AGREES THAT IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY LOSS OR DAMAGES ARISING FROM THE USE OF THE SERVICES OR RELIANCE ON THE CONTENT OF THE SERVICE.

V. Limitation of Liability
BECAUSE CLIENT IS ACQUIRING THE SERVICES FOR INTERNAL USE ONLY, AND BECAUSE PROVIDER IS ACTING SOLELY AS AN AGGREGATOR OF CONTENT EXISTING ON THE WORLD WIDE WEB, IN NO EVENT WILL PROVIDER BE LIABLE TO CLIENT FOR ANY DAMAGES INCLUDING, WITHOUT LIMITATION, ANY DIRECT OR INDIRECT DAMAGES, WHETHER FORESEEABLE OR NOT, OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, SOFTWARE, OR HARDWARE, LOSS OF USE OF PRODUCTS, DOWNTIME, PROPERTY DAMAGE, OR LIABILITY OF ANY KIND RELATING TO INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, IN EACH CASE ARISING FROM THE PROVIDING OF SERVICES HEREUNDER, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PROVIDER BE LIABLE TO CLIENT, UNDER ANY THEORY OF LAW, WHETHER IN CONTRACT OR TORT, IN AN AMOUNT GREATER THAN THE AGGREGATE AMOUNT OF THE FEES PAID TO PROVIDER HEREUNDER.

VIII. Intellectual Property Rights
Nothing contained in the Agreement is intended to convey, or shall be construed to convey, to Client any right, title or interest in or to the Services, or any of the software underlying the gathering of information in connection with the Services or the generation of any DIY Hotels Report. For all purposes of this Agreement, all right, title and interest in and to the Services is owned exclusively by Provider.

VI. MODIFICATIONS TO AGREEMENT
Except as otherwise provided in this Agreement, you agree, during the term of this Agreement, that we may:
(1) revise the terms and conditions of this Agreement; and/or
(2) change the services provided under this Agreement at any time.

Any such revision or change will be binding and effective ten (10) calendar days after the revised Agreement or change to the service(s) is posted on DIY Hotels website, or upon notification to you in accordance with this Agreement. You agree to periodically review our website, including the current version of this Agreement available on our website, to be aware of any such revisions. If you do not agree with any revision to the Agreement or change to the services, you may terminate this Agreement at any time by providing us with notice in accordance with this Agreement. Notice of your termination will be effective on receipt and processing by us. Any fees paid by you prior to termination of your Agreement with us are nonrefundable, but you will not incur any additional fees. By continuing to use our services ten (10) calendar days after any revision to this Agreement or change in service(s) is posted on our website, you agree to abide by and be bound by any such revisions or changes. We are not bound by nor should you rely on any representation concerning this Agreement or our services made by:

VII. AGENTS
You agree that, if your agent purchased our service(s) on your behalf, you are nonetheless bound as a principal by all terms and conditions herein, whether your agent was authorized by you or not. You certify that your agent is authorized to apply for our services on your behalf, that he or she is authorized to bind you to the terms and conditions of this Agreement and that he or she has apprised you of the terms and conditions of this Agreement. In addition, you are responsible for any errors made by your agent. We will not refund any fees paid by you or your agent on your behalf for any reason based on any act or omission of your agent.

VIII. Confidential Information
a. 'Confidential Information' for purposes of this Agreement includes information that (a) has been or is developed or is otherwise owned by either party hereto or any of their respective affiliates, whether developed by such party or an affiliate of such party or by any other person for or on behalf of such party or affiliate of such party, (b) is not readily available to the public and not generally ascertainable by proper means by the public, (c) if disclosed to the public, would be harmful to the interests of a party or an affiliate of a party, or (d) is treated or designated by a party hereto or an affiliate of a party hereto as being confidential.

b. Each party hereto agrees that such party will not, directly or indirectly, at any time disclose to any person, or take or use for any purpose, other than for purposes in accordance with the intent of this Agreement, any Confidential Information. The obligations of the parties in this Section VIII apply to, and are intended to prevent, the direct or indirect disclosure of any Confidential Information to any person where such disclosure of the Confidential Information would reasonably be considered to be useful to the competitors of a party or a party's affiliates or to any other person to become a competitor based, in whole or in part, on such Confidential Information.

c. The agreement of the parties contained in this Section VIII shall survive the termination or expiration of this Agreement.

IX. Miscellaneous Provisions
a. This Agreement may be assigned in whole or in part by Provider at any time. Client may not assign this Agreement without the prior written consent of Provider. A sale of all or substantially all of the assets of Client or a sale of all or a controlling interest in Client shall for all purposes hereunder be deemed an assignment of this Agreement.

b. Provider is, and for all purposes hereunder shall be deemed, an independent contractor, and not an agent, partner or joint venturer of Client. Neither party shall make any warranties or representations of any kind, express or implied, to third parties in the name of the other party, nor shall any party hereunder assume or create, or attempt to assume or create, any obligation of any kind on behalf of the other party.

c. Accessing or using the Services signifies the acceptance of this Agreement by Client.

d. No delay or omission by either party in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by a party on any one occasion is effective only on that occasion, and shall not be construed as a waiver of that right or consent as to any other occasion or any other breach. No course of dealing between the parties will give rise to any implied amendment or waiver.

e. If any provision of this Agreement is found to be unenforceable or invalid, such provision shall be modified to the least extent necessary to make it enforceable or valid, and the remaining provisions of this Agreement will remain in full force and effect.

f. Neither party shall be in default by reason of failure in performance of this Agreement if such failure arises, directly or indirectly, out of causes beyond the reasonable or foreseeable control of either party, including but not limited to, default by suppliers, acts of God, acts of terrorism or the public enemy, U.S. or foreign governmental acts in either a sovereign or contractual capacity, transportation contingencies, fire, flood, epidemic, restrictions and strikes.

g. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the State of Texas, without regard to the conflicts of laws rules or principles thereof that would require the application of the laws of another jurisdiction.

h. ANY PARTY BRINGING A LEGAL ACTION OR PROCEEDING AGAINST ANOTHER PARTY FOR THE RESOLUTION OF ANY DISPUTE ARISING IN CONNECTION WITH THE INTERPRETATION, CONSTRUCTION, OR ENFORCEMENT OF THIS AGREEMENT SHALL BRING SUCH LEGAL ACTION OR PROCEEDING IN ANY COURT OF THE STATE OF CALIFORNIA . EACH PARTY HERETO AGREES TO SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION OVER CALIFORNIA FOR THE RESOLUTION OF ALL DISPUTES ARISING IN CONNECTION WITH THE INTERPRETATION, CONSTRUCTION, AND ENFORCEMENT OF THIS AGREEMENT, AND HEREBY WAIVES THE CLAIM OR DEFENSE THEREIN THAT SUCH COURTS CONSTITUTE AN INCONVENIENT FORUM. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR LATER HAVE TO THE LAYING OF VENUE OF ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURTS.

i. If litigation, or any form alternative dispute resolution, is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs, court costs, and costs of any alternative dispute resolution.

j. This Agreement may be executed in counterparts, including without limitation by facsimile or electronic signature, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same agreement.

k. You authorize us to notify you as our customer of information that we deem is of potential interest to you. Notices and announcements may include commercial e-mails and other notices describing changes, upgrades, new products and services. If you do not wish to receive bulk email solicitation notices or announcements please contact us.

l. You agree that this Agreement is the complete and exclusive agreement between you and us regarding our services. This Agreement shall supersede all prior agreements, representations and understandings, whether established by custom, practice, policy or precedent.