MGM Resorts International TERMS OF USE

1. Acceptance of Terms of Use

Please review the following terms and conditions carefully. This agreement (the "Terms of Use") is a legally binding contract between you ("You" or "Your") and MGM Resorts International, its business units, divisions, subsidiaries, and Strategic Partners ("MGM Resorts International," "We," "Us," or "Our"). This agreement governs Your use of any Web site or Web page operated by MGM Resorts International and its affiliate properties, including any site from which You access this agreement (collectively, the "Sites").

Through the Sites, MGM Resorts International offers access to certain Goods, such as merchandise, gifts and accessories (collectively, the "Goods"), as well as certain services, including, but not limited to, corporate and investor information, information regarding its resorts and casinos, reservation services for hotel accommodations, restaurants, and entertainment programs, enrollment in membership programs, enrollment in VIP offers and privileges programs, Players Club registration, registration and use of certain computer desktop software applications that may be downloaded from the Sites ("Desktop Applications"), advertising and special promotional offerings, including for employment, sale of merchandise, online magazine services, online resources and registration for vendors and travel agents, and online applications for co-branded credit cards (collectively, the "Services"). These Terms of Use govern Your access to the Sites, Your use of the Services, or any purchase of the Goods.

If You are a person younger than 18 years of age, You may not submit Personal Information (see the MGM Resorts International Privacy Policy for the definition of and more details on Personal Information) to the Sites or to Us in order to use the Services or purchase the Goods. You may only use Services and purchase Goods appropriate for Your age, and not otherwise restricted by law. You may only enter into contracts You are legally permitted to enter.

If You are a person younger than 21 years of age, You may not access or attempt to access password-restricted information and/or portions of the Sites or Services. You may only use Services and purchase Goods appropriate for Your age, and not otherwise restricted by law. You may only enter into contracts You are legally permitted to enter.

Pursuant to law, MGM Resorts International does not allow persons under the age of 21 to gamble or loiter at our casinos. Thus, if You are a person under the age of 21, You may not visit, gamble, or loiter at Our casinos.

Without limiting, and consistent with the age limitations and requirements set forth in the preceding three paragraphs ("Age Requirements"), two types of users may access the Sites, use the Services, and/or purchase the Goods – "Visitors" and "Guests".

To become a Visitor of the Sites, You must read, agree with, and consent to be bound by all the terms and conditions set forth in these Terms of Use and the MGM Resorts International Privacy Policy. As a Visitor You may access the Sites and/or view information about the Goods and Services without uploading or downloading any information. You may NOT access any password-restricted information and/or portions of the Sites, submit any Personal Information to the Sites, access any Services provided through the Sites, or purchase any Goods offered on the Sites or through the Services.

To become a Guest of the Sites, Services, and/or Goods, You must comply with the Age Requirements and read, agree with, and consent to be bound by all the terms and conditions set forth in these Terms of Use and the MGM Resorts International Privacy Policy. By becoming a Guest, You expressly consent to be bound by these Terms of Use. You may become a Guest of the Sites, Services, and/or Goods, consistent with the Age Requirements, by using the Sites or Services, by purchasing the Goods, or by intending to enter into the password-restricted areas of the Sites. Without limiting the foregoing, our password-restricted Services are not available to temporarily or indefinitely suspended MGM Resorts International Guests or to persons under 21 years of age.

f You are not a Players Club Guest, You may access www.playersclub.com for informational purposes only and may not use the Services or purchase the Goods. If You are not a Guest of the Desktop Applications, You may access the websites associated with the Desktop Applications for informational purposes only and may not use the Services or download the software associated with the Desktop Applications.

MGM Resorts International reserves the right to change these Terms of Use, Sites, and/or the Goods and Services from time to time at its sole discretion by posting such revised terms and conditions, Goods and Services on the Sites. Your use of the Sites following any such change constitutes Your agreement to follow and be bound by the modified terms and conditions of these Terms of Use, if any. The date of the most recent revision of these Terms of Use is located at the bottom of this document.

We may terminate this agreement at any time, in Our sole discretion, and without any notice to You. Any permission granted herein terminates automatically without further notice if You breach any of the terms of this Agreement. Upon such termination, You agree to immediately destroy any downloaded and/or printed materials. Any unauthorized use of any material contained on this site may violate domestic and/or international copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

2. Passwords and Security

A Guest account is required to access certain portions of the Sites and/or Services and may be accessed and used only by those authorized individuals who are registered with MGM Resorts International. To open a user account, You must complete the registration process by providing MGM Resorts International with current, complete, and accurate information as prompted by the applicable registration form. In registering for the Services, You agree to submit accurate, current, and complete information about You and Your organization, if applicable, and promptly update such information, if applicable. Should MGM Resorts International suspect that such information is untrue, inaccurate, not current, or incomplete, MGM Resorts International has the right, but not the obligation, to suspend or terminate Your access to the Sites or use of the Services and/or seek updated information from You.

Upon Your initial log-in to the Services, You may be asked to choose a personal, non-transferable password; at that time, You may also be asked to provide confidential information of Your choosing (such as mother's maiden name, pet's name, city of birth, etc.) to be used by MGM Resorts International to confirm Your identity in the event You make a request for Your lost or forgotten password. Such personal information is not shared with third parties except as provided in the MGM Resorts International Privacy Policy and is subject to the terms of the then-current MGM Resorts International Privacy Policy or the Sites.

We may use cookies to identify users when they register on the Sites. However, because user verification on the Internet is difficult, MGM Resorts International cannot and does not confirm each user's purported identity. See the MGM Resorts International Privacy Policy for more information on Cookies.

You are solely responsible for any and all activities that occur under Your account and for ensuring that You exit or log-off from Your account at the end of each session of use. If You are conducting this session on a public computer or are otherwise using a computer to which multiple people have potential access, be sure to follow all relevant instructions to ensure You are sufficiently disconnected and logged off the Sites and the computer system You are using to prevent unauthorized access to Your account with MGM Resorts International.

You agree to notify MGM Resorts International immediately of any unauthorized use of Your password or account or any other breach of security that is known or suspected by You. Guest accounts cannot be "shared" or used by more than one individual, except among family members with permission by the primary account holder.

3. Restricted Rights

The materials on the Sites are provided with "Restricted Rights." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the U.S. Government constitutes acknowledgement of MGM Resorts International's proprietary rights in them. No other governments are authorized to use the materials appearing on the Sites without prior written permission from MGM Resorts International.

4. Product and Promotional Pricing and Availability and Employment Availability Information

MGM Resorts International will not be responsible for typographical or other errors or omissions regarding prices or other information. All product sales and promotions are subject to these Terms of Use. Promotional offers and prices are for a limited time or as specified. Prices and promotions are subject to change without prior notice. Inventory and availability are subject to rapid change. In addition, employment opportunities on the Sites are subject to change without prior notice. Please consult with individual MGM Resorts International locations for up-to-the-minute information.

5. Your Conduct

You agree not to:

a. upload, transmit, post, email or otherwise make available to the Sites or the Services, any content or other material in any format that: (i) is false, inaccurate, misleading, fraudulent, unlawful (including, but not limited to, laws governing consumer protection, unfair competition, antidiscrimination, or false advertising), harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another's privacy, libelous and/or otherwise objectionable; (ii) infringes any third party's intellectual property, whether a copyright, patent, trademark, trade secret, or other proprietary right or rights of publicity or privacy; or (iii) contains viruses, worms, Trojan horses, time bombs, cancelbots, easter eggs, corrupted files, or any other similar software or programs designed to interrupt, interfere, intercept, expropriate, destroy or limit the functionality of any data, personal information, computer software or hardware or telecommunications equipment;

b. alter, remove, or falsify any attributions or other proprietary designations of origin or source of any other content appearing on the Sites or via the Services or contained in a file that is uploaded to the Sites or the Services;

c. impersonate any person or entity, including, but not limited to, an MGM Resorts International official or falsely state or otherwise misrepresent Your affiliation with a person or entity;

d. attempt, through any means, to gain unauthorized access to the Sites or the Services, or another user's account on the Sites and/or the Services;

e. use any robot, scraper, spider, other automatic device, or manual process to monitor or copy any information or content contained in the Sites and/or the Services without Our prior express written permission. Systematic retrieval of data or other content from the Sites to create or compile, directly or indirectly, a collection, compilation, database or directory without Our prior written permission is prohibited;

f. take any action that imposes an unreasonable or disproportionately large load on the Sites' and/or Services' infrastructure;

g. create liability for MGM Resorts International or cause MGM Resorts International to lose (in whole or in part) the services of its information technology partners or other suppliers;

h. consummate any transaction that was initiated using the Services that, by paying to MGM Resorts International a fee or other consideration, would cause MGM Resorts International to violate any applicable law, statute, ordinance or regulation, or that violate these Terms of Use or the MGM Resorts International Privacy Policy; or

i. access, monitor, observe, or otherwise use any aspect of the Sites, Services, and/or Goods if You are not in compliance with the Age Requirements.

The use of any device, software, or routine that interferes or attempts to interfere with the proper working of the Sites or the Services is expressly prohibited.

6. Proprietary Rights Restrictions

a. All material on the Sites, including, without limitation, all informational text, design of and "look and feel," layout, photographs, graphics, audio, video, messages, interactive and instant messaging design and functions, files, documents, images or other materials (collectively, the "Materials"), whether publicly posted or privately transmitted, as well as all derivative works, are owned by MGM Resorts International or other parties that have licensed their material to MGM Resorts International, and are protected by copyright, trademark, and other intellectual property laws. MGM Resorts International disclaims any proprietary interest in copyrights, trademarks, service marks, logos, slogans, domain names and trade names other than its own. Trademarks, logos, images, audio, and service marks displayed on the Sites are the property of either MGM Resorts International or other third parties; You agree not to display or use such property without MGM Resorts International's prior written permission.

b. The Materials on the Sites may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the prior consent of MGM Resorts International. Any modification of the Materials, use of the Materials on any web site or networked computer environment, or use of the Materials for any purpose other than personal, non-commercial use, without the prior consent of MGM Resorts International, is a violation of the copyright, trademark, and other proprietary rights in the Materials and is expressly prohibited.

c. If You have accessed the Sites, MGM Resorts International grants to You a personal, non-exclusive, non-transferable license to use and display the audio and visual information, documents, products and software contained in or made available through the Services (the "Content") solely for Your own personal use. All rights not expressly granted herein by MGM Resorts International to You are reserved by MGM Resorts International and/or its licensors.

d. MGM Resorts International alone shall own all right, title, and interest, including all related intellectual property rights, to any suggestions, ideas, feedback, remarks, innovations, graphics, materials, data, concepts, recommendations, comments, posting, or other information or communications provided by You relating to the Sites and/or the Services ("Submissions"), and You agree to and hereby assign such Submissions to MGM Resorts International free of charge. MGM Resorts International may use or not use such Submissions as it deems appropriate in its sole discretion. For any submissions that cannot be legally assigned to MGM Resorts International, You hereby grant MGM Resorts International an unrestricted, perpetual, royalty-free, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute the Submissions for any and all commercial or non-commercial purposes, and You agree that MGM Resorts International is free to use any ideas, concepts, know-how or techniques that You send MGM Resorts International for any purpose whatsoever, with no compensation to You. You also hereby waive any "moral rights" associated with the Submissions.

7. Links with Other Web Sites

The Sites contain links to third-party web sites as an accommodation to You. The Sites can also be accessed through links contained on third-party web sites. The third-party linked sites are not under the control of MGM Resorts International. MGM Resorts International does not endorse, adopt or undertake any responsibility for the content or privacy practices of any third-party site, including, but not limited to, information provided at third-party sites that may link the user to the Sites. If You have accessed the Sites through a third-party link, You are still bound by the terms and conditions of these Terms of Use. In no event shall MGM Resorts International be responsible for any content or other materials on or available on any third-party web sites.

8. Disclaimer of Warranties

A. YOU EXPRESSLY AGREE THAT USE OF THE SITES AND THE SERVICES IS AT YOUR SOLE RISK. THE SITES, THE SERVICES AND ANY CONTENT CONTAINED THEREIN OR DOWNLOADABLE THEREFROM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MGM Resorts International EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MGM Resorts International OR THROUGH THE SITES OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

B. MGM Resorts International MAKES NO WARRANTY THAT THE SERVICES OR ANY CONTENT PROVIDED THROUGH THE SITES OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADED THEREFROM WILL MEET YOUR REQUIREMENTS, BE ACCURATE, COMPLETE, CURRENT OR TIMELY, OR THAT THE SITES OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. IN THE EVENT THAT WEB SITE CONTENT IS INACCURATE, INCOMPLETE, OR OUT OF DATE, MGM Resorts International DOES NOT INTENTIONALLY MAKE MATERIAL MISREPRESENTATIONS NOR DOES MGM Resorts International INTENTIONALLY PROVIDE INCORRECT INFORMATION.

C. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES OR THE SERVICES OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADED THEREFROM IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

D. MGM Resorts International SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED AT THE SITES, THROUGH THE SERVICES, OR ANY USE OF SAME BY YOU.

E. MGM Resorts International AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SITES, THE SERVICES, OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADED THEREFROM IS APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SERVICES FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES.

9. Limitation of Liability

MGM RESORTS INTERNATIONAL AND ITS EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SITES, THE SERVICES OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADABLE THEREFROM, OR ANY INFORMATION OBTAINED AT THE SITES, THROUGH THE SERVICES, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES EVEN IF FORESEEABLE OR IF MGM Resorts International HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT MGM Resorts International'S TOTAL LIABILITY HEREUNDER FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE ACTUAL TOTAL AMOUNT RECEIVED BY MGM Resorts International FROM YOU TO ACCESS THE SITES AND/OR USE THE SERVICES. IF YOUR USE OF THE SITES, SERVICES AND/OR GOODS RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF.

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to You.

10. Indemnification

You agree to indemnify, hold harmless and release MGM Resorts International and its properties (and their respective employees, officers, directors, stockholders, agents, licensors and their respective successors and assigns), from and against any and all claims, damages, costs and expenses, including reasonable attorney's fees, arising from or related to Your use or misuse of the Sites, the Services and/or any content contained therein or provided thereby, including, but not limited to, information from third-party web sites linked to the Sites.

11. Local Laws and Export Controls

The Sites and the Services may provide services and/or use software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. You acknowledge and agree that the Sites shall not be used, and none of the underlying information, software or technology may be transferred or otherwise exported or re-exported to Afghanistan, Burma, Cuba, Iraq, Iran, Libya, Sudan or any other country to which the United States and/or the European Union maintains an embargo (collectively, the "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, the "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Sites, You represent and warrant that You are not located in, under the control of, or a national or resident of an Embargoed Country or a Designated National.

These Sites may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

12. Changes to the Sites

MGM Resorts International reserves the right to modify, suspend or discontinue all or any portion of the Sites and/or the Services at any time, without notice. Unless stated otherwise, any new features to the current Sites or Services shall be subject to these Terms of Use. The Sites are currently accessible to users without charge; however, MGM Resorts International reserves the right to charge users for access to or use of any portion of the Sites or Services in the future. The date of the present version of the Terms of Use is listed at the bottom of the Terms of Use.

13. Failure to Abide by These Terms

MGM Resorts International may, in its sole discretion, remove Your information from the Sites, warn MGM Resorts International's community of Your actions, issue a warning, suspend or terminate Your account and any current activities at the Sites immediately, without notice to You, and refuse to provide our Services to You if You breach these Terms of Use, or if We are unable to verify or authenticate any information that You provide to Us, or if we believe Your actions may cause financial loss or legal liability for You, MGM Resorts International's other Guests or users, or Us. MGM Resorts International reserves the right, in its sole discretion, and for any reason, to refuse access to any user at any time to those portions of the Sites that require registration. You agree that MGM Resorts International shall not be liable to You or any third party for any termination of Your access to any Material, Content, the Services, and/or the Sites.

14. Dispute Resolution; Governing Law; Consent to Jurisdiction

Any controversy or claim arising out of, or relating to, these Terms of Use, or the breach thereof, shall be settled by binding arbitration in accordance with the commercial arbitration rules then in effect of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The arbitration proceedings shall be conducted in Clark County, Nevada. MGM Resorts International on the one hand and You on the other hand shall select an arbitrator from a list provided by the American Arbitration Association that is mutually satisfactory to them. If MGM Resorts International and You are unable to agree on an arbitrator, MGM Resorts International and You shall each choose an arbitrator from a list provided by the American Arbitration Association. The two arbitrators so selected shall then select a third arbitrator mutually satisfactory to them from the list provided by the American Arbitration Association. The single arbitrator so selected by the aforesaid procedure shall hear the dispute and decide it. The award of the arbitrator shall be binding and final on all parties. Any and all legal, accounting and other costs and expenses incurred by the prevailing party shall be borne by the non-prevailing party.

These Terms of Use shall be governed by and construed under and pursuant to the laws of the State of Nevada applicable to contracts made and to be performed entirely within such State without regard to Nevada's conflicts of laws principles. Any and all litigation concerning any dispute arising under or in connection with these Terms of Use shall be filed and maintained only in a state or federal court located in Clark County, Nevada and by accessing the Sites, the parties consent to the jurisdiction of the State of Nevada.

15. MGM Resorts International Privacy Policy

MGM Resorts International is dedicated to providing a safe and secure environment for consumers. Although MGM Resorts International is not a "financial institution" that is governed by the Privacy of Consumer Financial Information Rule of the Gramm-Leach-Bliley Act, MGM Resorts International is committed to respecting the privacy rights of Guests and Visitors of the Sites and/or Services. For more information, please see our full MGM Resorts International Privacy Policy.

16. Miscellaneous

You and MGM Resorts International are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

These Terms of Use constitute the entire agreement between MGM Resorts International and You. If any provision of these Terms of Use is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms of Use, which shall remain in full force and effect. 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.

Accessing or using the Sites, Services, and/or Goods may require that You agree to additional terms associated with particular aspects of the Sites, Services, and/or Goods ("Additional Terms"). The Additional Terms and Terms of Use shall apply equally; however, if there is irreconcilable difference between the Additional Terms and Terms of Use, the Additional Terms shall apply.

BY ACCESSING THE SITES, THE GOODS, OR THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE THE SITES, GOODS, OR SERVICES IN ANY MANNER OR FOR ANY PURPOSE. DO NOT USE THE SITES OR SERVICES IN ANY MANNER INCONSISTENT WITH THE AGE REQUIREMENTS.

Except as explicitly stated otherwise, any notices shall be given, if to MGM Resorts International, by postal mail to MGM Resorts International. Attn: Terms of Use, 840 Grier Drive, Suite 200, Las Vegas, Nevada 89119 or, if to You, using the email address You provide to MGM Resorts International during the registration process or by postal mail. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, We may give You notice by certified mail, postage prepaid and return receipt requested, to the address provided to MGM Resorts International during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing.

THIS POLICY IS INTENDED TO COMPLY FULLY WITH THE REQUIREMENTS OF THE ONLINE COPYRIGHT INFRINGEMENT LIABILITY LIMITATION ACT AND THE DIGITAL MILLENIUM COPYRIGHT ACT.

Revised: July 2007
© COPYRIGHT 2007 MGM Resorts International ALL RIGHTS RESERVED.