TERMS AND CONDITIONS

Welcome to bayfinders.com, an online classifed service, with services and products available on the Internet's www.bayfinders.com and all related domains and subdomains are online properties of Bayfinder, Inc. headquartered in Arnold, Maryland.

By viewing the content of BayFinders.com and downloading its pages, you agree to abide by the policies contained in this Agreement.

From time to time, we may make changes to this Agreement or addendum(s). If we do we will notify you by posting the changes here. Continuing to use the Service after we have posted notice of these changes means that you agree to the changes.

These terms and conditions, together with those appearing in the agreement executed by the parties, represent the Advertising Agreement ("Agreement") between Bayfinders, Inc. and you and any advertising agency acting on your behalf (jointly and severally known as "Advertiser"). By submitting advertising to Bayfinders under the agreement, Advertiser accepts the Agreement and agrees to be bound by all these terms and conditions. The acceptance by Bayfinders of any agreement is conditional upon Advertiser's agreement to these terms and conditions.

This order and the rights and obligations hereunder are personal to Advertiser and may not be assigned to another party without the prior written consent of Bayfinders, Inc., to be granted or not granted in Bayfinders, Inc.'s sole and absolute discretion.

As used in this Agreement:

"Advertised Materials" shall mean advertising copy, trademarks, logos, slicks, graphics or other content provided by Advertiser. "Created Materials" shall mean advertising copy, slicks, graphics or other content created by Bayfinders, Inc. for Advertiser pursuant to instructions in the agreement. "Materials" shall refer to both Advertiser Materials and Created Materials.

1. BAYFINDER, INC. SERVICES

In exchange for Advertiser's performance of this Agreement, Bayfinders, Inc. agrees to publish materials in the frequency and manner, in the locations, for the term specified in the agreement and at the rates set forth in the agreement. The publication as described in this paragraph, together with the development of the Created Materials (if ordered in the agreement) shall be defined as the "Services" performed by Bayfinders, Inc.

2. BAYFINDERS, INC'S PLACEMENT OF AND RIGHT TO ALTER MATERIALS.

Placement of the Materials is at Bayfinders, Inc.'s discretion unless a specific placement is agreed to by Bayfinders, Inc. in the agreement.

Bayfinders, Inc. reserves the right to alter any advertising material in order for the material to conform to its current mechanical specifications. The rates stated in the Agreement shall remain the same upon a reduction in the size of any advertisement as long as the advertisement maintains the same proportion of the entire page.

3. COSTS.

Advertiser shall pay all invoices upon presentment. Advertiser waives any dispute regarding any item included in an invoice unless notice of such dispute is provided to Bayfinders, Inc. in writing within 30 days of the invoice date.

Advertiser shall be liable for all costs incurred by Publisher, including but not limited to attorneys' fees and expenses, in collecting past due accounts and in defending any and all claims asserted in the action.

4. MINORS USE OF SITE

Anyone under the age of 13 should not provide personally indentifiable information through this Web Site. Bayfinders, Inc. will not knowingly request personally identifiable information from anyone under the age of 13 without first obtaining verifiable parental consent. If it comes to our attention that an Advertiser or registered user of the Web Site is under the age of 13, Bayfinders, Inc. will remove for its files all personally identifiable information about that person. Please note that this Web Site may link to other web sites that we may or may not maintain, which may have their own privacy and data collection policies and practices. Advertiser should check the applicable privacy policies of those linked web sites when providing personally identifiable information through such web sites.

5. DISCLAIMERS

Advertiser agrees that no representations of any kind have been made to Advertiser by Bayfinders, Inc. or by any of its agents and that no understanding has been made or agreement entered into other than as set forth herein.

Bayfinders, Inc. reserves the right to alter any advertising material in order for the material to conform to its current mechanical specifications. The rates stated in the Agreement shall remain the same upon a reduction in the size of any advertisement as long as the advertisement maintains the same proportion of the entire page.

6. ADVERTISER'S LEGAL COMPLIANCE, WARRANTY AND INDEMNIFICATION

Advertiser shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Advertiser's use of Bayfinders, Inc.'s service and your bidding on, listing, purchasing, solicitation of offers to purchase, and sale of items. Advertiser and Advertising Agency, if applicable, jointly and severally represent and warrant that (a) any and all material submitted to Bayfinders, Inc. is accurate and original, does not violate any law or contract or infringe the copyrights, trademarks, trade names, patents or other intellectual property rights of any person, does not constitute unfair competition and contains no matter which is libelous, an invasion of privacy or publicity, an unlawful appropriation of any name or likeness or is otherwise injurious to the rights of any person; and each of Advertiser and Advertising Agency, if applicable, either owns the material or has obtained all necessary consents for publication prior to submission to Bayfinders, Inc. Advertiser and Advertising Agency, if applicable, jointly and severally agree to defend, indemnify and hold Bayfinders, Inc. and its affiliates harmless from and against all damages to and liabilities resulting from or relating to demands, claims, actions or causes of action, assessments or other losses, costs and expenses (including attorneys' fees) relating thereto (b) Advertiser and Advertising Agency, if applicable, and Advertised Materials will at all times comply with Bayfinders, Inc.'s advertising standards as the exist from time to time (c) the Materials will at all times comply with all applicable laws and will not include any advertising of alcohol or tobacco products, (d) the Materials are not false, deceptive, or misleading and do not solicit and illegal act (e) any fees which may become due to third parties as a result of publication of the Materials have been or will be paid by Advertiser. Advertiser agrees to indemnify and hold harmless Bayfinders, Inc. from and against any and all liability, loss, claims, damages, costs and/or actions (including attorneys' fees) based upon or arising out of or relating to any breach of these warranties, or the transmission of the Materials, or arising from the products or services advertised in the Materials. Bayfinders, Inc. reserves the right to defend any such claim, and Advertiser agrees to provide Bayfinders, Inc. with such reasonable cooperation and information as it may request.

7. OWNERSHIP OF MATERIALS AND TECHNOLOGY

Advertiser Materials. Advertiser is the sole owner of all right, title, and interest in and to the Advertiser Material whether in its original form or its encoded form.

Created Materials. Subject to Advertiser ownership of the Advertiser Materials, all right, title and interest in and to the Created Materials is owned by Bayfinders, Inc. provided Bayfinders, Inc. grants Advertiser a nontransferable, worldwide, perpetual, fully paid up license to use, publicly display, distribute or modify the Created Materials for Advertiser activities in any non Streaming media format or at any time on Bayfinders, Inc, Website.

Bayfinders, Inc. Technology. Bayfinders, Inc. is the sole owner of all right, title and interest in and to the computer programs, materials, processes and other technology developed or used by or for Bayfinders, Inc. in connection with the publication of the Materials and the provision of Services and all copyrights, patents and other intellectual property rights therein.

8. BAYFINDERS, INC'S LIMITATION OF LIABILITY

BAYFINDER'S, INC. EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SERVICES. BAYFINDERS, INC. MAKES NO WARRANTY AS TO THE NUMBER OF VIEWINGS THE MATERIALS WILL RECEIVE OR THE BENEFIT TO THE ADVERTISER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BAYFINDERS, INC. BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT, EVEN IF BAYFINDERS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE OF SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO ADVERTISER. BAYFINDERS, INC. SHALL HAVE NO LIABILITY FOR ERRORS OR OMISSIONS OR DELAYS IN PROVIDING THE SERVICES OR PUBLISHING THE MATERIALS. ADVERTISERS SOLE REMEDY FOR A BREACH BY BAYFINDERS, INC. SHALL BE TO HAVE BAYFINDERS, INC. RERUN THE PUBLICATION OF THE MATERIALS AT THE NEXT AVAILABLE TIME. ANY CLAIMS MUST BE PRESENTED IN WRITING BY ADVERTISER WITHIN 6 MONTHS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM OR THEY ARE WAIVED BY THE ADVERTISER. IN NO EVENT AND OTHER NO THEORY OF LAW SHALL BAYFINDERS, INC.'S LIABILITY FOR ANY ACT OR OMISSION OR BREACH OF THIS AGREEMENT EXCEED THE AMOUNT PAID BY ADVERTISER FOR THE SERVICES GIVING RISE TO THE CLAIM. ADVERTISER ACKNOWLEDGES BAYFINDERS, INC. RELIES OF THIS LIMITATION OF LIABILITY AND THAT ADVERTISER'S AGREEMENT TO THESE LIMITATIONS IS AN ESSENTIAL BASIS FOR THE BARGAIN REPRESENTED BY THIS AGREEMENT.

9. ADVERTISER LICENSE.

Advertiser grants Bayfinders, Inc. a perpetual, nonexclusive, world-wide, royalty-free license to use, perform, encode, publicly display, transmit and distribute the Material and Advertiser Trademarks and logos as necessary t perform this Agreement, and grants any person or entity accessing the Materials through Bayfinders, Inc. the right to such access. Advertiser grants Bayfinders, Inc. a perpetual, non-exclusive, world-wide, royalty-free right to use the Materials in portfolio or showcase sections of Bayfinders, Inc.'s Web site and for archiving purposes. Bayfinders, Inc. reserves the right to publicize the Materials in its marketing and PR documents. These documents include print and online project treatments, and press releases.

10. BAYFINDERS, INC.'S RIGHT TO REJECT, REMOVE AND TERMINATE

Submission of an advertisement to Bayfinders, Inc. does not constitute a commitment by Bayfinders, Inc. to publish the advertisement. Advertiser acknowledges that the terms and conditions set forth in this agreement shall apply to all advertising orders unless such terms and conditions are modified, superseded or otherwise altered by a written instrument signed by an authorized representative of Bayfinders, Inc.; the terms and conditions set forth in this agreement shall prevail over any inconsistent terms and conditions set forth in any order or contract form of any Advertiser; agreements containing disclaimers are not acceptable and are not legally binding or valid.

Bayfinders, Inc. has the right, in its sole and absolute discretion, to reject and refuse to publish any advertisement or any portion thereof. Bayfinders Inc.'s publication of an advertisement shall not affect its right to reject such advertisement thereafter.

Bayfinders, Inc. has the right, in its sole and absolute discretion, to remove from publication any Advertiser Materials that Bayfinders, Inc. determines should not be published.

Bayfinders, Inc. may terminate this Agreement at any time upon notice to Advertiser, provided that, so long as Advertiser is not in breach of this Agreement, any advance payments received by Bayfinders, Inc. for publication of Materials that does not take place shall be refunded to Advertiser within 30 days of termination.

11. ADVERTISER'S CANCELLATION.

Advertiser may cancel its request for publication at any time that is more than 5 business days prior to the scheduled publication date and if so canceled will not be charged publication costs. Cancellation orders received less then 5 business days prior to the scheduled publication date are ineffective and Advertiser agrees to pay the appropriate rates for such publication of Materials. If an order for publication of Created Materials is cancelled by Advertiser, Advertiser will still be obligated to pay fees to Bayfinders, Inc. for the development of the Created Materials.

12. ADVERTISERS RESTRICTED ACTIVITIES.

Advertiser's information (or any items listed) and your activities on the Site shall not: (a) be false, inaccurate or misleding; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising; (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) be obscene or contain child pornography; (g) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) create liability for Bayfinders, Inc. or cause Bayfinders, Inc. to lose (in whole or in part) the services that (1) are prohibited under this Agreement; (2) are identical to other items the Advertiser has up for auction but are priced lower than the Advertiser's items reserve or minimum bid amount; (3) are concurrently listed for sale on a web site other than the Site or (4) the Advertiser does not have a right to link to or include. Furthermore, the Advertiser may not list any item on the Site (or consummate any transaction that was initiated using Bayfinders, Inc.'s service) that, by paying to Bayfinders, Inc. the applicable fees, could cause Bayfinders, Inc. to violate any applicable law, statute, ordinance or regulation, or any of Bayfinders, Inc.'s applicable policies, guidelines or rules.

13. ADVERTISER'S CONDUCT.

Advertiser agrees not to use the Site to: (a) upload, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity, including, but not limited to, Bayfinders, Inc. official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Site; (e) upload, post, email or otherwise transmit any Content that the Advertiser does not have a right to transmit under any law or under any contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (f) upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or other proprietary rights or any party; (g) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (h) upload, post, email or otherwise transmit any material 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; (i) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Site are able to type, or otherwise act in a manner that adversely affects other users' ability to engage in real time exchanges; (j) interfere with or disrupt the Site or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (k) intentionally or unintentionally violate any applicable local, state, federal or international law, including, but not limited to, regulations promulgated by the U.S. Securities an Exchange Commission, any rules or any national or other securities exchange, including, but not limited to, the New York Stock Exchange, the American Stock Exchange or the Nasdaq, and any regulations having the force of law; (l) "stalk" or otherwise harass another; or (m) collect or store personal data about others in violation of any law, statute, ordinance or regulation, or any of Bayfinders, Inc.'s applicable policies, guidelines or rules.

14. NO AGENCY.

Advertiser and Bayfinders, Inc. are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

15. GENERAL PROVISIONS.

This Agreement together with the order represent the entire agreement between the parties relating to the publication of Materials and the Services. No conditions, printed or otherwise, appearing in the agreement, purchase orders, receipts or acknowledgements will be binding on Bayfinders, Inc. No modification to the Agreement shall be effective unless signed by both parties. Notices shall be delivered to the address and party representative specified in the agreement. Advertiser may not assign this Agreement without the consent of Bayfinders, Inc. This Agreement shall inure to the benefit of the parties successors and permitted assigns. The provisions of Sections 6, 7, 8, and 9 shall survive termination or expiration of this Agreement. If any provisions of this Agreement are determined to be void or unenforceable the remaining provisions shall be of full force and effect. This Agreement shall be governed by the laws of the State of Maryland, without regard to that body of law known as conflicts of law. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods. Any litigation or other dispute resolution between the parties relating to this Agreement shall take place in Anne Arundel County, Maryland. The parties consent to personal jurisdiction and venue in the state and federal courts located in the State of Maryland.

16. PERSONAL INFORMATION

To avoid the misuse of or any fraudulent actions, Bayfinders, Inc. strongly advises and recommends that any Advertiser or Member should refrain from passing any personal information over the internet. In no event will Bayfinders, Inc. be liable for any consequential, incidental, direct, indirect, special, punitive, or other damages whatsoever arising out of or in connection with this Agreement and any personal information that has been transferred.