ConVis Terms and Conditions: MemberNet.

1. ACCEPTANCE OF TERMS

The San Diego Convention and Visitors Bureau welcomes you! The San Diego Convention and Visitors Bureau, through a contract for services with New Media Gateway, Inc., provides a collection of online resources, including member profiles, coupons, event listings and articles (referred to hereafter as "the Service"). By using the Service in any way, you are agreeing to be subject to the following Terms of Use ("Terms") which may be updated by the San Diego Convention and Visitors Bureau and/or New Media Gateway, Inc. (collectively referred to hereafter as "ConVis") from time to time without notice to you. In addition, when using any service provided by ConVis, you shall be subject to any applicable posted guidelines or rules which may be changed without notice to you. All such guidelines or rules are hereby incorporated by reference into the Terms. The Terms are effective on January 27, 2006 for current users, and upon acceptance for new users. Should you object to any term or condition of these Terms, any guidelines, or any subsequent modifications thereto or become dissatisfied with ConVis in any way, you agree by using the Service that your only recourse is to immediately discontinue use of ConVis Service.

2. MODIFICATIONS TO THIS AGREEMENT

ConVis reserves the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such modifications shall become effective immediately upon the posting thereof. You must review this agreement on a regular basis to keep yourself apprised of any changes. You can find the most recent version of the Terms at: http://www.sandiego.org/membernet.

3. CONTENT

By using the Service, you agree that you understand all postings, messages, text, files, images, photos, video, sounds, or other materials ("Content") posted on, transmitted through, or linked from the Service, are the sole responsibility of the person and/or organization from whom such Content originated. More specifically, you are entirely responsible for all Content that you post or otherwise make available via the Service. You understand ConVis does not control, and is not responsible for, Content made available through the Service. ConVis will make reasonable efforts to ensure all content supports ConVis's tourist-related and family-based themes, however, by using the Service, you may inadvertently be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable.

ConVis will make reasonable efforts to pre-screen the Content published on ConVis's website, however, the ConVis site and content available through the Service may contain links to other websites, which are completely independent and outside the control of ConVis. Your linking to any other websites is at your own risk. ConVis makes no representation or warranty as to the accuracy, completeness, authenticity, or reliability of the information contained in any such independent site or to any Content not created by ConVis. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will ConVis be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Service. You acknowledge that ConVis will make reasonable efforts to pre-screen Content, but that ConVis shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via the Service, for violating the letter or spirit of the Terms or for any other reason.

4. THIRD PARTY CONTENT, SITES, AND SERVICES

The ConVis site and Content available through the Service may contain features and functionalities that may link you, or provide you with access to, third party content which is completely independent of ConVis including web sites, member profiles, coupons, event listings, articles, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole.

Your interactions with organizations and individuals found on or through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel is necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

You agree that ConVis shall not be responsible or liable for any loss or damage of any sort incurred as the result of dealings with third parties. If there is a dispute between participants of this site, or between users and any third party, you understand and agree that ConVis is under no obligation to become involved. In the event you have a dispute with one or more other users, you hereby release ConVis, its officers, employees, agents and successors in the rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Service. If you are a California resident, or you are conducting business with a California entity, or if California law in any way applies, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

5. NOTIFICATION OF CLAIMS OF INFRINGEMENT

You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. ConVis follows the procedures prescribed by the Digital Millennium Copyright Act (DMCA) for notification, takedown, and counter-notification. If you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify ConVis's agent for notice of claims of copyright or other intellectual property infringement ("Agent"), in writing, with the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been has been infringed;
3. a description of the material that you claim is infringing on the copyrighted work and a description of where the material is located on the ConVis site, with enough detail that we may find it on the web site;
4. your address, telephone number and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

ConVis' Agent can be reached as follows:

Please note that, due to security concerns, attachments cannot be accepted. Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed, and will be considered ineffective for any purpose whatsoever.

It is the policy of ConVis to terminate membership privileges of any member who repeatedly infringes any copyright upon prompt notification to ConVis by the copyright owner or the copyright owner's legal agent.

6. PRIVACY AND INFORMATION DISCLOSURE

Your use of the ConVis website and/or the Service signifies acknowledgment of, and agreement to, the following terms of our Privacy Policy. You acknowledge and agree that ConVis may, in its sole discretion, preserve or disclose your Content, as well as your information, such as email addresses, IP addresses, time stamps and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce these Terms; respond to claims that any Content violates the rights of third-parties; respond to claims that contact information (e.g. phone number, street address) of a third party has been posted or transmitted without their consent or as a form of harassment; protect the rights, property, or personal safety of ConVis, its users or the general public. Further, you agree that ConVis reserves the right to disclose, publish, and use any information submitted by you to ConVis for publishing on MemberNet.

7. CONDUCT

You are not to post, email, or otherwise make available Content:

1. that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, or is harmful to others in any way;
2. that is pornographic or depicts a human being engaged in actual sexual conduct of any kind, including, but not limited to, (1) sexual acts, (2) nudity, including any exhibition of bare breasts, buttocks, genitals, or pubic area, and (3) any Content inconsistent with a family-themed website;
3. that harasses, degrades, intimidates, or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, color, national origin, ethnicity, age, or disability;
4. that violates the Fair Housing Act by stating, in any notice or ad for the sale or rental of any dwelling, a discriminatory preference based on race, color, religion, sex, handicap, familial status, or national origin (or violates any state or local law prohibiting discrimination on the basis of these or other characteristics);
5. that impersonates any person or other entity, including, but not limited to, a ConVis employee, or falsely states or otherwise misrepresents your affiliation with a person or entity (this provision does not apply to messages that are lawful non-deceptive parodies of public figures);
6. that violates any applicable law, ordinance, rule or regulation;
7. that includes personal or identifying information about another person without that person's explicit consent;
8. that is false, deceptive, misleading, deceitful, misinformative, or constitutes "bait and switch";
9. that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
10. that constitutes or contains "affiliate marketing," "link referral code," "junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited commercial advertisement;
11. that constitutes or contains any form of advertising or solicitation if: posted in areas of the ConVis site which are not designated for such purposes; or emailed to ConVis users who have not provided written permission for contact regarding other services, products or commercial interests;
12. that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law, including without limitation items the sale of which is prohibited or regulated by California law;
13. that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
14. that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Service, or that otherwise negatively affects other users' ability to use the Service; or
15. that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Service.

Additionally, you agree not to:

16. contact anyone who has asked not to be contacted;
17. "stalk" or otherwise harass anyone;
18. collect personal data about other users for commercial or unlawful purposes;
19. use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Service - unless expressly permitted by ConVis;
20. post irrelevant Content, repeatedly post the same or similar Content, or otherwise impose an unreasonable or disproportionately large load on ConVis' infrastructure;
21. post the same item or service in more than one classified category or forum, or in more than one metropolitan area;
22. attempt to gain unauthorized access to ConVis computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service or the ConVis website; or
23. use any form of automated device or computer program which enables the submission of postings on ConVis without each posting being manually entered by the author thereof (an "automated posting device"), including without limitation, the use of any such automated posting device to submit postings in bulk, or for automatic submission of postings at regular intervals.

8. NO SPAM POLICY

You understand and agree that sending unsolicited email advertisements to ConVis or ConVis member email addresses or through ConVis computer systems, which is expressly prohibited by these Terms, will use or cause to be used servers located in California. Any unauthorized use of ConVis computer systems is a violation of these Terms and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.), Section 502 of the California Penal Code and Section 17538.45 of the California Business and Professions Code. Such violations may subject the sender and/or his or her agents to civil and/or criminal penalties.

9. LIMITATIONS ON SERVICE

You acknowledge that ConVis may establish limits concerning use of the Service, including the maximum number of days that Content will be retained by the Service, the maximum number and size of postings, or other Content that may be transmitted or stored by the Service, and the frequency with which you may access the Service. You agree that ConVis has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service. You acknowledge that ConVis reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice, and that ConVis shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

10. ACCESS TO THE SERVICE

ConVis grants you a limited, revocable, nonexclusive license to access the Service for your own personal use. This license does not include any collection, aggregation, copying, duplication, display or derivative use of the Service nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by ConVis. A limited exception is provided to general purpose internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Service, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent.

ConVis permits you to display on your website, or create a hyperlink on your website to, individual postings on the Service and/or create a hyperlink to the home page of ConVis so long as the link does not portray ConVis, its employees, or its affiliates in a false, misleading, derogatory, or otherwise offensive manner to be determined solely by ConVis.

Use of the Service beyond the scope of authorized access granted to you by Convis by the Terms or your individual agreement with ConVis immediately terminates said permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Service or any Content made available via the Service for other purposes not stated herein, you must first obtain a license from ConVis.

11. TERMINATION OF SERVICE

You agree that ConVis, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, or IP address, or otherwise terminate your access to or use of the Service (or any part thereof), immediately and without notice, and remove and discard any Content within the Service, for any reason, including, without limitation, if ConVis believes that you have acted inconsistently with the letter or spirit of the Terms. Further, you agree that ConVis shall not be liable to you or any third-party for any termination of your access to the Service. Further, you agree not to attempt to use the Service after said termination. Sections 2, 4, 6 and 10-16 shall survive termination of these Terms.

12. PROPRIETARY RIGHTS

The Service is protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of ConVis. You further agree not to reproduce, duplicate or copy Content from the Service without the express written consent of ConVis, and agree to abide by any and all copyright notices displayed on the Service. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service. ConVis is a registered mark in the U.S. Patent and Trademark Office.

Although ConVis does not claim ownership of content that its members post, by posting Content to any public area of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to ConVis an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute said Content and to prepare derivative works of, or incorporate into other works, said Content, and to grant and authorize sublicenses (through multiple tiers) of the foregoing. Furthermore, by posting Content to any public area of the Service, you automatically grant ConVis all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the Content on the Service by any party for any purpose.

13. DISCLAIMER OF WARRANTIES

YOU AGREE THAT USE OF THE CONVIS SITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE CONVIS SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, CONVIS DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE CONVIS SITE AND THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, CONVIS DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE CONVIS SITE OR THE SITES OR SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE CONVIS SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, CONVIS DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE CONVIS SITE OR THE SERVICE. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

14. LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL CONVIS BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF CONVIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE CONVIS SITE OR THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE CONVIS SITE OR THE SERVICE, FROM INABILITY TO USE THE CONVIS SITE OR THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE CONVIS SITE OR THE SERVICE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE CONVIS SITE OR THE SERVICE OR ANY LINKS ON THE CONVIS SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE CONVIS SITE OR THE SERVICE OR ANY LINKS ON THE CONVIS SITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to you.

15. INDEMNITY

You agree to immediately defend on request and to fully indemnify and hold ConVis, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of Content you submit, post or make available through the Service, your use of the Service, your violation of the Terms, your breach of any of the representations and warranties herein, or your violation of any rights of another.

16. GENERAL INFORMATION

The Terms constitute the entire agreement between you and ConVis and govern your use of the Service, superceding any prior agreements between you and ConVis. The Terms and the relationship between you and ConVis shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and ConVis agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Diego, California. The failure of ConVis to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

17. VIOLATION OF TERMS AND LIQUIDATED DAMAGES

Please report any violations of the Terms, by flagging the posting(s) for review, or by emailing to: web@sdcvb.org. ConVis's failure to act with respect to a breach by you or others does not waive ConVis's right to act with respect to subsequent or similar breaches. You understand and agree that, because damages are often difficult to quantify, if it becomes necessary for ConVis to pursue legal action to enforce these Terms, you will be liable to pay ConVis the following amounts as liquidated damages, which you accept as reasonable estimates of ConVis's damages for the specified breaches of these Terms:

1. If you post a message that (1) impersonates any person or entity; (2) falsely states or otherwise misrepresents your affiliation with a person or entity; or (3) that includes personal or identifying information about another person without that person's explicit consent, you agree to pay ConVis one thousand dollars ($1,000) for each such message. This provision does not apply to messages that are lawful non-deceptive parodies of public figures.
2. If ConVis establishes limits on the frequency with which you may access the Service, or terminates your access to or use of the Service, you agree to pay ConVis one hundred dollars ($100) for each message posted in excess of such limits or for each day on which you access ConVis in excess of such limits, whichever is higher.
3. If you send unsolicited email advertisements to ConVis email addresses or through ConVis computer systems, you agree to pay ConVis twenty five dollars ($25) for each such email.
4. If you post messages in violation of these Terms of Use, other than as described above, you agree to pay ConVis one hundred dollars ($100) for each such message. In its sole discretion, ConVis may elect to issue a warning before assessing damages.
5. If you aggregate, display, copy, duplicate, reproduce, or otherwise exploit for any purpose any Content (except for your own Content) in violation of these Terms without ConVis's express written permission, you agree to pay ConVis three thousand dollars ($3,000) for each day on which you engage in such conduct. Otherwise, you agree to pay ConVis's actual damages, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of these Terms, ConVis retains the right to seek the remedy of specific performance of any term contained in these Terms, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in these Terms, or any combination thereof.

18. FEEDBACK