Fodors.com Linking Agreement

Fodors.com welcomes links to its web site at www.fodors.com (the "Web Site"). If you want to link to the Web Site, you must download the script for the Fodors.com logo we have provided and place it on your web site (the "Linking Site"). By linking to the Web Site, you will be deemed to have agreed to the following terms and conditions.

License: Fodors.com, a division of Fodors Travel, a division of Random House LLC, hereby grants to you a limited, non-exclusive, non-transferable license to display the Fodors.com logo (the "Logo") for the sole purpose of serving as a link from the Linking Site to the Web Site. Such link must be established by downloading the script for the Logo (the "Script") and placing it on the Linking Site. Except for the limited license to use the Logo as specifically granted in this paragraph, you may not use the Logo, the Script or any of the trademarks of Fodors.com or its affiliates (the "Marks") for any reason without Fodors.com's prior written permission. You acknowledge that all rights to the Marks, the content appearing on the Web Site, and the look and feel of the Web Site belong to Fodors.com. You will not at any time directly or indirectly contest or infringe these rights.

Covenants and Guidelines: If you link to the Web Site, you agree to comply with the following covenants and guidelines:

  1. You may only place the Logo on the Linking Site by downloading the Script provided. Such Logo may be modified by Fodors.com from time to time, in which case the new Logo will automatically replace the old Logo on the Linking Site.
  2. You will not modify, edit or alter the Logo or Script in any manner.
  3. The Logo must always be an active link to the home page of the Web Site and you may not "deep link" past the home page of the Web Site.
  4. You will not create frames around the Web Site or use other techniques that alter the visual presentation of the Web Site.
  5. You will not use the Logo in any manner that implies sponsorship, endorsement or license by Fodors.com or any of its affiliates, or in any manner that can be reasonably interpreted to suggest editorial content on the Linking Site has been authored by, or represents the view or opinions of, Fodors.com.
  6. You will comply with Fodors.com's Privacy Policy and Subscriber's Agreement on the Web Site, which may be amended from time to time.
  7. The Linking Site shall not disparage Fodors.com or any of its affiliates, or their respective products or services.
  8. The Linking Site shall not publish, link to, sell or otherwise distribute Adult Content, which, for purposes of this Agreement shall mean any material, including textual, audio or video material, which is violent or pornographic or which contains nudity, explicit violent or sexual material or depictions of violent or sexual acts.
  9. The Linking Site shall not be operated in violation of any applicable federal, state or local law, rule or regulation. The content included on the Linking Site, as well as the operation of the Linking Site, shall not violate or infringe the copyright, trademark, trade name, patent, literary, intellectual, artistic or dramatic right, right of publicity or privacy or any other right of any entity or person or contain any material which is libelous, slanderous or obscene.

Disclaimer of Warranties: FODORS.COM HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE LOGO, THE SCRIPT, THE WEB SITE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Fodors.com obtains the content appearing on the Web Site from sources that it considers to be reliable; however, neither Foders.com nor any of its vendors warrant the accuracy or completeness of such content.

Limitation of Liability: IN NO EVENT SHALL FODORS.COM BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, SAVINGS, DATA OR USE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY), ARISING OUT OF THIS AGREEMENT. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THE LACK OF A REQUIREMENT OF ANY MONETARY PAYMENT HEREUNDER IS BASED IN PART UPON THESE LIMITATIONS, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Without limiting the foregoing, Fodors.com and its vendors shall have no responsibility for any monetary damages under any contract, tort or other legal or equitable theory, regardless of the form of the action. Such limit shall apply whether or not Fodors.com or its vendors have been advised of the possibility of such damages.

Indemnity: You shall indemnify and hold harmless Fodors.com, its affiliates, and their respective officers, directors, members, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from your use of the Logo or any non-compliance by you with the terms and conditions of this Agreement.

Termination: Fodors.com may at any time, in its sole discretion, immediately terminate your license to use the Logo and your right to link to the Web Site, with or without cause. If Fodors.com exercises this right, you will immediately remove all links to the Web Site and cease using the Logo.

Miscellaneous: Fodors.com may amend this Agreement at any time. You agree to abide by the Agreement, as amended from time to time. This Agreement may not be assigned without the prior written consent of Fodors.com. This Agreement shall be governed by and construed according to the laws of the State of New York, without the conflicts of laws provisions thereof.

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