LoudenLiving.com™ - Terms of Service

VGIS, Inc. & LoudenLiving.com™ – Terms of Service

LAST UPDATED: 4.23.08

The terms and conditions of these Terms of Service (the “Agreement”) are applicable to the Internet systems located at the domain vgis.net™, LoudenLiving.com™, willglouden.com™ and/or any and all other affiliated Internet systems/(web sites) to the company VGIS, Inc. (the “Internet system"). The Agreement sets forth the terms and conditions that apply to your use of the Internet system and materials offered thereon (together with any successor Internet system(s), collectively, the "Service") which are offered to you by VGIS. BY USING THE SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT JUST AS IF YOU HAD SIGNED IT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, PLEASE DO NOT USE THE SERVICE. USE OF THE SERVICE SIGNIFIES YOUR CONSENT TO THIS AGREEMENT AND THE PRIVACY POLICY HEREIN. Click here to review the VGIS Privacy Policy.

FOR PEOPLE UNDER EIGHTEEN (18) YEARS OF AGE: If you are under eighteen, you must have your parent or guardian review and agree to this Agreement on your behalf before you use any portion of the Internet system.

VGIS reserves the right to change this Agreement from time to time, for any reason, which changes VGIS may provide to you by any reasonable means, including without limitation by posting the new version of this Agreement on the Service. We encourage you to bookmark this page and to periodically review it to ensure familiarity with the most current version of this Agreement. You can determine when this Agreement was last revised by referring to the "LAST UPDATED" legend at the top of this Agreement. When using the Service, you agree that you are subject to any additional posted guidelines, rules, terms and conditions applicable to the Service, which are hereby incorporated by reference into this Agreement.

Restrictions on Use

This is an online electronic interface and service. It is made available to via you via the Internet through a multitude of electronic Internet enabled devices.

This Service provides, however is not limited to, access to, data, information, editorial content, bulletin boards, links to other Internet systems and/or other computer services that VGIS either offers and/or may decide to offer in the future, subject to the terms and conditions hereof.

Limitations on Service Availability

VGIS may, in its sole discretion, and at any time discontinue, alter and/or amend any part/aspect of the Service, including, but not limited to, (i) restricting the time of availability, (ii) restricting the availability and/or scope of the Service for certain platforms (i.e., computer types and operating systems), (iii) restricting the amount of use permitted, and (iv) restricting or terminating any User's right to use all or part of the Service, at any time in VGIS's sole discretion and without prior notice or liability.

You certify that you are an individual (i.e., not a corporation). The Service is owned and operated by VGIS and its affiliated companies and contains material that is derived in whole or in part from material supplied and owned by VGIS and/or its suppliers and licensors.

Terms of Use & User Licensing

Such material is protected by copyright, trademark, intellectual property and other applicable laws. You may not modify, copy, reproduce, republish, upload, post, transmit, publicly display, prepare derivative works based (whether in whole or in part) on, or distribute in any way all or any part of the Service or any material from the Service, including but not limited to code and software ("Material").

You may, however, subject to your compliance with this Agreement, and solely for as long as you are permitted by VGIS to access and use the Service, download certain Material from the Service for your own personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices and use the Material in accordance with all restrictions applicable to your use of the Service in general. In the event that you download Material from the Service, such Material is licensed to you by VGIS and VGIS does not transfer title to any such Material to you.

II. Membership Registration Rules and Guidelines

Certain of the Service’s offerings will be member based services. If you decide to use member based services you will be required to register. With respect to any such registration, we may refuse to grant you and you may not use, a user name (or email address) or screen name that is already being used by another user. We may deny access to the service that may be construed as you impersonating another person. We may also deny your access to the Service if you are using another person’s membership account, or is your use of the Service violates the intellectual property rights or other rights of any person, firm and/or organization. We may also deny and/or cancel your user membership fro content and/or behavior which in our sole discretion we feel is offensive, objectionable and/or otherwise is not in our or the public’s best interest. We may also reject and/or cancel your membership registration for any other reason with or without cause and/or notice to you.

True, Accurate & Current User information

When you register to use these Services, you will be required to provide certain information about yourself and/or your firm. You agree to provide true, accurate and complete information about yourself, and to update this information when it changes. If you provide any information that is untrue or inaccurate, not current, and/or incomplete, or if VGIS suspects that your information is untrue or inaccurate, not current, and/or incomplete, VGIS may, in its sole discretion, suspend or terminate your membership and refuse current or future access to the Service. Any personally identifiable information supplied hereunder will be subject to the terms of our Privacy Policy. VGIS reserves the right to change the nature of this relationship at any time.

Passwords/Service Security

Should VGIS provide to you a password, or should you select a password, that allows you to gain access to certain parts of the Service, you will be solely responsible for maintaining the confidentiality of the password and your account information, and will be fully responsible for all activities that occur under your password or account. You agree that you will immediately notify VGIS of any unauthorized use of your password or account, or any other breach of security, and that you will log off the Service at the end of each session to prevent fraud on your account by third parties.

(1) Conduct Required for Use of the Service

It is a condition of your use of the Service that you do not:

(i) Restrict or inhibit any other user from using and enjoying the Service;

(ii) post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, indecent or otherwise objectionable information of any kind, including without limitation, any images or other material depicting Nudity as herein defined;

(iii) post or transmit comments containing harassing and/or offensive language, including sexual references, sexual nicknames, racial slurs, hate propaganda, hate mongering, swearing, or rude or deliberately offensive comments, or engage in disruptive activities online, including excessive use of scripts, sound waves, scrolling (repeating the same message over and over), or use of viruses, bots, worms, Easter eggs, time bombs, spy ware, Trojan horses or any other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment; (iv) post or transmit any information, software or other material that is fraudulent or tortious or that violates or infringes on the rights of others, including material that violates privacy or publicity rights, or infringes copyright, trademark and/or other proprietary rights, without first obtaining permission from the rightful owner and/or right holder, including WAREZ (copyrighted material distributed without permission);

(v) post or transmit any information, software or other material that contains a virus or other harmful component;

(vi) post or transmit content that encourages or provides instructional activities about illegal activities, in particular hacking, or cracking;

(vii) post, transmit or in any way exploit any information, software or other material for commercial purposes or that contains advertising, "junk mail," "spam," "chain letters," “pyramid schemes,” investment opportunities or any other forms of solicitations;

(viii) solicit other users to join, become members of, or contribute money to any online service or other organization, advocate or attempt to get users to join in legal or illegal schemes or plan or participate in scams involving other users;

(ix) impersonate any person or entity or falsely state or otherwise misrepresent your professional or other affiliation with any person or entity;

(x) resell, redistribute, broadcast or transfer the information or use the information derived from the Service in a searchable, machine-readable and/or manual retrievable database, or any data service whatsoever;

(xi) use the Service to collect personally identifying information about users of the Service in violation of our Privacy Policy;

(xii) disguise a file type to thwart VGIS's detection processes;

(xiii) post or transmit any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;

(xiv) attempt to gain unauthorized access to other computer systems or networks connected to the Service,

(xv) remove any copyright, trademark or other proprietary rights notice from the Service or materials originating from the Service; or

(xvi) frame or mirror any part of the Service without VGIS’s express prior written consent. For the purposes of this Agreement, "Nudity" shall include, without limitation, images depicting persons with unclothed genitalia or persons wearing transparent clothing over genitalia. You agree that you will not use the Service, including the information provided therein and all related equipment, networks and network devices (specifically including Internet access) for any unlawful purpose. VGIS, at its sole and absolute discretion, shall determine whether any information transmitted or received violates this provision. You may not use any Material in connection with any Internet system or other use that contains or is associated with information or content prohibited by this section. Except as otherwise expressly permitted by this Agreement or under applicable law, you may not decompile, reverse engineer, disassemble or reduce any portion of the Service to a human-readable form, or attempt to do any of the above. In accordance with mandatory statutory rights, you may decompile any portion of the Service and use such decompiled portion if, and only to the extent that, such decompilation is necessary to obtain the information necessary for an independently created program to be interoperable with the relevant portion of the Service or with another program, and the information so obtained is not used for any other purpose; provided always that prior to such decompilation you have requested the relevant information in writing to VGIS and VGIS has not provided the information within one month of your written request.

(2) Monitoring

VGIS has no obligation to monitor the use of the Service by its registered members. You acknowledge and agree that VGIS reserves the right to, and may from time to time, monitor any and all information uploaded to this Service for operational or other purposes. During monitoring, information may be examined, recorded, copied, and used for authorized purposes in accordance with our Privacy Policy and applicable privacy laws and regulations. Use of the Service constitutes consent to such monitoring. Furthermore, VGIS reserves the right at all times to refuse to post, alter or remove any information or materials, in whole or in part, that in VGIS's sole and absolute discretion are objectionable or in violation of this Agreement. In addition, VGIS reserves the right at all times to disclose any information posted on any portion of the Service as necessary in order to operate the Service, to protect VGIS, its parent or subsidiary companies, its affiliates and their respective directors, officers, employees and agents and the Service’s users, to satisfy any law, regulation or governmental request or to enforce this Agreement.

(3) License

By uploading files, inputting data, submitting content (including without limitation, comments to blogs) or engaging in any other form of communication (a "Communication") through the Service you are granting VGIS a royalty-free, irrevocable, transferable, perpetual, non-exclusive, unrestricted, worldwide license to

(i) use, copy, sublicense (through multiple tiers), adapt, edit, modify, translate, reformat, distribute, transmit, publicly perform, display, reproduce or create derivative works from any such Communication in any form of media or technology now known or later developed or invented, and

(ii) sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to such Communication. No Communication shall be subject to any obligation of confidence on the part of VGIS. For each Communication, you represent and warrant that you have all rights necessary for you to grant the license granted in this section, and that such Communication, and your provision thereof to and through the Service, complies with all applicable laws, rules and regulations. You further irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding each Communication that you may have under any applicable law under any legal theory.

(4) Content on the Service

Communications posted through the Service may be provided by users such as you who are unaffiliated with VGIS, and the user providing each such Communication is solely responsible for the content thereof. This means that you, and not VGIS, are entirely responsible for all Communications that you upload, post, email or otherwise transmit to or via the Service. In using the Service or receiving e-mail messages from members through the Service, you should not assume that such messages have been reviewed by VGIS, that such Communications contain correct information, or that the persons posting such Communications have accurately identified themselves and/or their affiliation with any third party. VGIS neither endorses nor is responsible for any opinion, advice, information or statements made in the Communications by third parties. You understand that by using the Service, you may be exposed to Communications that are offensive, indecent, and/or objectionable. Under no circumstances and under no legal theory will VGIS be liable in any way for any Communication, including, but not limited to, liability for any errors or omissions in any Communication, and/or for any loss or damages of any kind whatsoever incurred as a result of the use of any Communication posted, e-mailed, and/or otherwise transmitted via the Service. The opinions expressed in the Communications reflect solely the opinions of the individuals who submitted such opinions, and may not be reflective of the opinions of VGIS, its owners (stockholders), agents, employees, officers, directors, subsidiaries, affiliates, suppliers, affiliates and/or any other affiliated firm, person and/or organization.

(5) Personal Safety

When using the Service, please be certain that anything you say does not compromise your personal safety. Do not provide your name, phone number, postal or e-mail address, your password, or any other personally identifiable information to people or firms with whom you have no affiliation and with whom you do not know. Do not continue any conversation online that makes you feel uncomfortable. Please note that VGIS has no control over, and shall have no liability for any damages resulting from, the use (including without limitation republication) or misuse by any third party of information voluntarily made public through any Communication and/or any other part of the Service. If you choose to make any of your personally identifiable and/or other information publicly available on the Service, you do so at your own risk.

(6) Blogs

Blogs on the Service may permit registered users to submit comments to the blogs. VGIS staff, in their sole discretion, may review, edit and shorten the submitted comments. VGIS staff, in their sole discretion may select certain comments to post. Blog comments may include one or more of the following: your screen name, first name, last name initial and state. In some instances we may ask registered users how they would like to be identified in a blog comment.

By making a comment to a blog, you are representing and warranting

1) that you are at least 18 years old and

2) that your comment does not violate the rights of any other person or entity. You will not receive any compensation for your comment or for granting any of these rights. VGIS is not obligated to use your comment, or compensate you in any way if we do.

3. How Our Services Work

VGIS provides users with access to a rich collection of resources related to living and/or lifestyle promotion, financial and business news, technical data service collections, and a variety and host of other online products and services which relate to the many developed and developing VGIS product lines (the “Content”). Some of our Content requires users to be registered and other Content requires users to pay a fee which could be billed either in regular increments (e.g. monthly or yearly) or on a pay-per-use basis.

You understand and agree that the Service may include certain communications from VGIS, such as service announcements or administrative messages, and that these communications are part of the Service and you will not be able to opt out of receiving them. You understand and agree that the Service is provided “AS-IS” and that VGIS assumes no responsibility for the timeliness, deletion, miss-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service, and that access may involve third party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Service.

4. Our Subscription Services

Generally
The Service may offer certain services (including without limitation, VGIS Subscriber Systems) for which we charge a fee that is billed in regular increments (e.g. monthly or yearly) in order for registered users to access the service (“Subscription Services”)

Free Trials

From time to time, we may offer our Subscription Services (including without limitation, VGIS Subscriber Services) through a free trial. Free trials are only available to user accounts granted a Free trial by VGIS. Free trial accounts granted by VGIS are non-transferable, sellable and/or other wise transmittable from one party to another without the sole permission and/or grant of VGIS.

You must have Internet access and a valid email address to receive a Free trial account. In addition you may be required to have and or obtain a valid credit card (in your name or validly authorized to be used by you) and/or checking account ("Payment Method") to redeem a free trial offer.

Upon registering for your free trial, your Payment Method will be authorized for the length of subscription indicated during the registration process. In some instances, your available balance or credit limit may reflect the authorization; however, no charges will be made against the Payment Method unless you do not cancel prior to the end of your free trial period.

At the end of any free trial period, we will begin billing your Payment Method for the indicated subscription fees corresponding to your subscription plus any applicable tax unless you cancel prior to the end of your free trial. You will not receive a notice from us that your free trial has ended or that your paying subscription has begun. YOU MUST CANCEL PRIOR TO THE END OF YOUR FREE TRIAL OFFER TO AVOID CHARGES TO YOUR PAYMENT METHOD. CLICK THE "MEMBER CENTER" LINK AT THE HOME PAGE OF THE SERVICE FOR CANCELLATION INSTRUCTIONS. We will continue to bill your Payment Method on a regular basis for your subscription plan until you cancel. You may cancel your subscription at anytime. We reserve the right to modify, terminate or otherwise amend our offered subscription plans. Unless otherwise stated differently, month or monthly, or year or yearly refers to your billing cycle (See "Billing" below).

Subscription fees are subject to change. In the event of a change in any subscription fee, a notice regarding the subscription fee change will be posted online and/or you will receive an email prior to the effective date of the fee change. It is the sole responsibility of the subscribers to check this page from time to time for any such notices.

Credit Card Billing and ACH transactions

By subscribing to a Subscription Service, you are expressly agreeing that we are permitted to bill you a periodic (e.g., monthly, quarterly and/or annually) subscription fee, any applicable tax and any other charges you may incur in connection with your use of any of our Subscription based services. As used in these Terms of Service, "billing" shall indicate a charge against your Payment Method. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE THE PAYMENT METHOD YOU PROVIDE. The subscription fee will be billed at the beginning of your subscription, prepaid in advance and on each periodic renewal thereafter unless and until you or we cancel your membership. We will automatically bill your Payment Method each period on the calendar day corresponding to the day after your free trial ended.

In the event a monthly membership began on a day not contained in a given month, we will bill your Payment Method on the last day of such month. For example, if you became a paying member on January 31st, your Payment Method would next be billed on February 28th. If you received a free trial, your Payment Method will be authorized for the approximate period of service indicated during registration for the free trial; however, no charges will be made against the Payment Method unless you do not cancel prior to the end of your free trial period.

All fees, taxes and charges are nonrefundable. There will be no refunds or credits for partially used periods, unless required by applicable law.

We may change the fees and charges in effect, or add new fees and charges from time to time, but we will give you advance notice of these changes by posting a notice online and/or by sending you an electronic mail at your primary email account we have on file.

If you want to use a different Payment Method or if there is a change in your credit card validity or expiration date, you may edit your Payment Method information by logging into your user account and making the necessary changes to your profile and/or account billing information.

If your Payment Method reaches its expiration date, your continued use of any of our Subscription Services constitutes your authorization for us to continue billing that Payment Method and you remain responsible for any uncollected amounts. If a charge to your credit card is denied for any reason, VGIS shall have the right to terminate or suspend your subscription and your access to the Subscription Service.

Automatic Renewals

Your subscription to a Subscription Service will be automatically renewed on a periodic (e.g., monthly or yearly) basis. We will bill the applicable subscription fee plus any applicable tax to the Payment Method you provide to us during registration (or to a different Payment Method if you change your account information). Your subscription will automatically renew for successive periodic subscriptions, without prior notice to you, unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews each period in order to avoid billing of the next period's subscription fees to your Payment Method.

Subscription Service Cancellation

You may cancel your subscription to a Subscription Service at anytime, and cancellation will be effective at the end of the applicable period during which you notify VGIS of your cancellation. WE DO NOT PROVIDE REFUNDS AND/OR CREDITS FOR ANY PARTIAL-PERIOD SUBSCRIPTION PERIODS AND/OR UNUSED SERVICES, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW. To cancel any service log into your user account and follow the instructions for the Subscription Service you wish to cancel.

VGIS reserves the right to discontinue any Subscription Service at any time, and to cancel your subscription in connection with the discontinuation of the Subscription Service; in such event, VGIS will cancel your account immediately whereby you will not incur any additional charges and/or fees in association with the requested canceled Subscription Service. We reserve the right to terminate your account for any reason or no reason.

5. Account Access; Identity Protection

In order to provide you with ease of access to your account select VGIS systems may place a cookie (a small text file) on any computer from which you access the Service. Please see our Privacy Policy for information about cookies. When you revisit the Service this cookie will enable us to recognize you as the account holder and provide you with direct access to your account without requiring you to retype any password and/or other user identification. You are responsible for updating and maintaining the truth and accuracy of the information you provide to us relating to your account at all times.

You are also responsible for maintaining the confidentiality of your account and password and for restricting access to your computer or mobile device. Users of public or shared computers or unprotected mobile devices should log out at the completion of each visit to the Service. If you find that you're a victim of identity theft and it involves a VGIS account, you should notify us immediately. Then, you should report this instance to all your credit card issuers, as well as to your local law enforcement agency. VGIS reserves the right to place any account on hold (or in suspension status) at anytime with or without notification to the subscriber in order to protect itself and its partners from what it believes to be fraudulent activity. VGIS is not obligated to credit and/or discount a membership for holds placed on the account by either a representative of VGIS or by the automated processes of the Service.

6. Service Not For Resale

You agree not to reproduce, duplicate, copy, sell, trade, resell and/or exploit for any commercial purposes, any portion of the Service, use of the Service, and/or access to the Service, unless expressly granted permission by VGIS in writing.

7. System Account Holder Support

All customer/user support for the Service will be conducted solely online and/or via and/or through our exclusive online user interface located at: VGIS.NET™.

8. Submissions

VGIS is pleased to hear from users and welcomes your comments regarding VGIS's products, programs and services. VGIS's longstanding company policy does not allow it to accept and/or to consider creative ideas, suggestions, and/or materials other than those it has specifically requested. We hope that you will understand that the intent of this policy is to avoid the possibility of future misunderstandings when projects developed by VGIS's employees and agents might seem to be similar to creative works submitted by users.

Accordingly, while we value your feedback, we must ask that you do not send original creative materials. If, at our request, you send certain specific submissions (for example contest entries), or without a request from us you send creative suggestions, ideas, notes or concepts or other materials (collectively, "Comments"), they shall be deemed, and shall remain, the property of VGIS, and shall otherwise be subject to the provisions below. You represent and warrant that you are authorized to grant all rights in the Comments to VGIS. Disclosure, submission, or offer of any Comments shall constitute an assignment to VGIS of all worldwide rights, titles, and interests in all copyrights and other intellectual property rights in such Comments. VGIS may edit, copy, publish, distribute, translate, and otherwise use in any medium any Comments that you forward to VGIS and will own exclusively all such rights, titles, and interest and shall not be limited in any way in its use, commercial or otherwise, of the Comments. VGIS is and shall be under no obligation to: (1) maintain any of your or any user's Comments in confidence; (2) to pay you or any other user any compensation for any Comments, ideas, and/or suggestions; or (3) to respond to any of your or any other user's Comments.

9. Merchants, Rules for Sweepstakes, Contests, and Similar Promotions

In addition to the terms and conditions of this Agreement, any sweepstakes, contests, raffles or similar promotions (collectively, "Promotions") made available through the Service may be governed by specific rules that are separate from this Agreement. We note that you should review the specific rules for a particular Promotion to determine whether you are eligible to participate in such Promotion. By participating in any such Promotion, you will become subject to any specific rules applicable to such Promotion, which may vary from the terms and conditions set forth herein. VGIS urges you to review any specific rules applicable to a particular Promotion, which will be linked from such Promotion, and to review our Privacy Policy, which, in addition to this Agreement, governs any information you submit in connection with such activities. To the extent that the terms and conditions of such rules conflict with this Agreement, the terms and conditions of such rules shall control. Your correspondence or business dealings with, or participation in promotions of, merchants found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such merchant. VGIS will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such merchants on the Service.

10. Disclaimer of Warranties

VGIS HAS PROVIDED LINKS AND POINTERS TO INTERNET SYSTEMS MAINTAINED BY THIRD PARTIES ("THIRD PARTY INTERNET SYSTEMS") AND MAY FROM TIME TO TIME PROVIDE THIRD PARTY MATERIALS ON THE SERVICE. VGIS, ITS PARENT, SUBSIDIARY COMPANIES, AFFILIATES AND/OR SUPPLIERS DO NOT OPERATE, OR CONTROL IN ANY RESPECT, ANY INFORMATION, PRODUCTS OR SERVICES ON THESE THIRD PARTY INTERNET SYSTEMS. THE SERVICE, THE MATERIALS AND PRODUCTS AVAILABLE IN OR ACCESSIBLE THROUGH THE SERVICE, AND THE THIRD PARTY INTERNET SYSTEMS ARE PROVIDED "AS IS" AND, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VGIS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING.

VGIS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SUCH MATERIALS AND PRODUCTS, OR IN THE SERVICE, WILL BE UNINTERRUPTED OR ERROR-FREE, WILL BE AVAILABLE FOR USE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE, INCLUDING THE STORAGE SERVICES AND THEIR CONTENTS, OR THE SERVER THAT MAKES THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

VGIS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE MATERIALS IN THE SERVICE OR IN THIRD PARTY INTERNET SYSTEMS IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, COMPLETENESS OR OTHERWISE.

YOUR ASSUMPTION OF RISK

YOU ASSUME ALL RISK OF ERRORS AND/OR OMISSIONS IN THE SERVICE, INCLUDING THE TRANSMISSION OR TRANSLATION OF INFORMATION. YOU ASSUME FULL RESPONSIBILITY FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKS TO SATISFY YOUR REQUIREMENTS FOR THE ACCURACY AND SUITABILITY OF THE SERVICE, INCLUDING THE INFORMATION, AND FOR MAINTAINING ANY MEANS THAT YOU MAY REQUIRE FOR THE RECONSTRUCTION OF LOST DATA OR SUBSEQUENT MANIPULATIONS OR ANALYSES OF THE INFORMATION PROVIDED HEREUNDER.

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE, AND ANY INFORMATION SENT OR RECEIVED IN CONNECTION THEREWITH, MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. DATA PROVIDED ON THE SERVICE MAY BE DELAYED AS SPECIFIED BY FINANCIAL EXCHANGES INFORMATION PROVIDERS. VGIS FURNISHES THE INFORMATION AVAILABLE ON THE SERVICE WITHOUT RESPONSIBILITY FOR ACCURACY AND YOU AGREE THAT ERRORS CONTAINED IN SUCH INFORMATION SHALL NOT BE MADE THE BASIS FOR ANY CLAIM, DEMAND OR CAUSE OF ACTION. VGIS AND ITS VENDORS BELIEVE THEIR DATA AND TEXT SERVICES TO BE RELIABLE, BUT ACCURACY IS NOT WARRANTED OR GUARANTEED.

YOU ASSUME RESPONSIBILITY FOR THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION TO YOUR COMPUTER SYSTEM OR OTHER PROPERTY.

11. Limitation of Liability

IN NO EVENT SHALL VGIS, ITS PARENT, SUBSIDIARY COMPANIES, AFFILIATES, SUPPLIERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICE OR WITH THE DELAY OR INABILITY TO USE THE SERVICE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ADVERTISED IN OR OBTAINED THROUGH THE SERVICE, VGIS'S REMOVAL OR DELETION OF ANY MATERIALS OR RECORDS SUBMITTED OR POSTED ON THE SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF VGIS, ITS PARENT, SUBSIDIARY COMPANIES, AFFILIATES, SUPPLIERS AND/OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT VGIS, ITS PARENT, SUBSIDIARY COMPANIES, AFFILIATES, SUPPLIERS AND/OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE ANR/OR ILLEGAL CONDUCT OF ANY USER OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

12. Indemnification

You agree to defend, indemnify and hold harmless VGIS, its parent and/or subsidiary companies, its affiliates and their respective directors, officers, 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:

(a) any material posted or otherwise provided by you that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy,

(b) any misrepresentation made by you in connection with your use of the Service;

(d) claims brought by persons or entities other than the parties to this Agreement arising from or related to your access and use of the Service, including the information obtained through the Service.

13. Termination

VGIS may, in its sole discretion, terminate your password, account (or any part thereof) or use of the Service, or remove and discard any Communication transmitted by you, or information stored, sent, and/or received via the Service without prior notice and for any reason, including, but not limited to:

(i) concurrent access of the Service with identical user identification numbers,

(ii) permitting another person or entity to use your user identification number to access the Service,

(iii) any other access or use of the Service except as expressly provided in this Agreement,

(iv) any violation of the terms and conditions of this Agreement or the rules and regulations relating to the use of, the Materials and/or Content contained in, or accessed through, the Service,

(v) tampering with or alteration of any of the Materials and/or Content contained in, or accessed through, the Service, or

(vi) failure to use the Service or portion thereof on a regular basis. Termination, suspension, or cancellation of this Agreement or your access rights shall not affect any right or relief to which VGIS may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will automatically terminate and immediately revert to VGIS and/or its licensors.

14. Trademarks

VGIS, the VGIS logo, LoudenLiving.com™, the LoudenLiving.com™ logo, the VGIS Oval, and all other VGIS trademarks not listed here are all trademarks of VGIS, Inc. and all other trademarks, service marks and/or trade names used on the Service are the property of their respective owners, and all of the above trademarks may not be copied, downloaded or otherwise exploited without the expressed written permission of VGIS or the owner of such trademark, service mark and/or trade name, except as explicitly permitted in Section 1 above.

15. Minors

If you have agreed to allow your minor child, or a child for whom you are legal guardian (a "Minor"), to use the Service, you agree that you shall be solely responsible for:

(a) the online conduct of such Minor;

(b) monitoring such Minor's access to and use of the Service; and

(c) the consequences of any use of the Service by such Minor. Children under the age of 13 may register for select VGIS services with proper parental guidance and/or permission. (goopykids.com™). At various places on the Service, we may ask whether users are under the age of 18 or 13. VGIS relies on our users to be truthful in responding to these questions. If a user does not identify his/her proper age, we will have no way of verifying actual age with respect to our Privacy Policy.

VGIS is concerned about the safety and privacy of all its users, particularly children. For this reason, parents or guardians who wish to allow their children access to the Internet system/Service should assist them in selecting appropriate Content and supervise their access to the Internet system/Service. Please remember that the Internet system/Service is designed to appeal to a broad audience. Accordingly, as your child's legal guardian, it is your responsibility, not the responsibility of VGIS, to determine whether any portion of the Internet system/Service, or any Internet system/Service linked from the Internet system/Service, is appropriate for your child.

17. Infringement Policy

VGIS, pursuant to 17 U.S.C. Section 512 as amended by Title II of the Digital Millennium Copyright Act (the "Act"), reserves the right, but not the obligation, to terminate your license to use the Service if it determines in its sole and absolute discretion that you are involved in infringing activity, including alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing.

VGIS accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. In addition, pursuant to 17 U.S.C. Section 512(c), VGIS has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. All claims of infringement must be submitted to VGIS in a written complaint that complies with the requirements below and is delivered to our designated agent to receive notification of claimed infringement:

By Postal Mail:
VGIS, Inc.

PO BOX 8523

Fayetteville, AR 72703-0010

By Electronic Mail:

In addition, any written notice regarding any defamatory or infringing activity, whether of a copyright, patent, trademark or other proprietary right must include the following information:

A. A physical or electronic signature of a person authorized to act on behalf of (1) the owner of an exclusive right that is allegedly infringed or (2) the person defamed.

B. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Internet system are covered by a single notification, a representative list of such works at that Internet system. Similarly, for materials that are defamatory or infringe patent, trademark, or other proprietary rights of a third party, please submit a list of such materials.

C. Identification of the material that is claimed to be infringing, to be the subject of infringing activity, or that is claimed to be defamatory and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.

D. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and/or electronic mail address.

E. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or other proprietary right owner, its agent, or the law.

F. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed or on behalf of the person defamed.

18. VGIS’s Proprietary Rights

You acknowledge and agree that the Service, the Materials, the Content and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in sponsor advertisements or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by VGIS or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

VGIS grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to

(a) modify the Software in any manner or form, or

(b) use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided to you by VGIS for use in accessing the Service.

19. Special Admonitions for International Use

Recognizing the global nature of the Internet, you agree to comply with all local laws and rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

20. Modification to the Terms of Service

VGIS reserves the right, in its sole discretion, to amend this Agreement, and to modify, add and/or discontinue any aspect, content, or feature of the Service without notice. The Service may provide notices of changes to this Agreement or other matters by displaying notices or links to notices to you generally on the Service. Please review this Agreement from time to time so that you will be apprised of any changes. Continued use of the Service by you shall constitute your binding acceptance of any such amendments, modifications, additions and/or deletions.

21. Third Party Applications

Your access to or use of the Service may require your use of a media player or other application that is not provided by VGIS. Your use of such media player or other application will be governed by the license agreement accompanying the same, and you agree to comply with all of the terms and conditions of such license agreement. PLEASE NOTE THAT VGIS IS NOT RESPONSIBLE OR LIABLE FOR YOUR USE OF SUCH THIRD PARTY APPLICATIONS.

22. Export Control

Although the Service is accessible worldwide, not all products or services discussed or referenced in, or made available through, the Service are available to all persons or in all geographic locations or jurisdictions. In addition, restrictions may apply to use of products or services obtained in one jurisdiction in other jurisdictions. Those who choose to access the Service do so on their own initiative and at their own risk, and are responsible for compliance with their local laws, if and to the extent such local laws are applicable. VGIS, its parent, subsidiary companies, affiliates, suppliers and agents, reserve the right to limit the availability of the Service and/or the provision of any product or service to any person, geographic area or jurisdiction we or they so desire, at any time and in our or their sole discretion.

United States BANNED Nations – USA Restrictions on Commerce

Material from the Service is further subject to United States export controls. No Material from the Service may be downloaded or otherwise exported or re-exported

(A) into (or to a national or resident of) any country to which the U.S. has embargoed goods, or

(B) to anyone on the U.S. Treasury Department list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

23. Rules for Message Boards, Chat Rooms, and Other User-Supplied Material

Portions of the Service may provide you and other users an opportunity to submit, post, display, transmit and/or exchange information, ideas, opinions, photographs, images, video, creative works and/or other information, messages, transmissions or material to us, the Service or others ("Post" or "Postings"). Postings do not reflect the views of VGIS, its parent or subsidiary companies, its affiliates or their respective officers, directors, employees or agents, and VGIS does not have any obligation to monitor, edit or screen any Postings, but may do so in its sole discretion. Notwithstanding anything else in this Agreement, VGIS should not be seen as endorsing any Post in any way. VGIS, its parent company, and their respective officers, directors, employees, subsidiaries and/or affiliates shall not be liable for any Posting that is in violation of this Agreement.

You acknowledge that anything you submit to the Service by way of any Posting is routed through VGIS's servers and the Internet and that, therefore, you have no expectation of privacy with regard to any such submission. You acknowledge that the Posting and features on the Service are postings for public and not private communications. Please keep in mind that whenever you give out personal information online, for example, via message boards or chat, that information can be collected and used by people you don't know. We cannot guarantee the security of any information you disclose online; you make such disclosures at your own risk.

Users under the age of 18 should be especially careful not to provide any personally identifying information while using chat rooms or message boards. As set forth in this Agreement, users of chat rooms and message boards must follow acceptable standards of behavior when posting messages online.

If a Posting originates from you or your account, you hereby agree not to post any materials that

(1) interfere with anyone else's use of the Service;

(2) are abusive, illegal, defamatory, libelous, indecent, obscene, offensive, or threatening in any way;

(3) encourage anyone to break the law, any law;

(4) violate anyone's copyright, trademark and/or other property right;

(5) interfere with the privacy of any other user;

(6) contain a virus or any other harmful component; or

(7) contain false or misleading statements of fact or descriptions of the origin of the material or the communication. You agree to comply with any additional terms which are referred to on the Service or any sub-Internet system within the Service.

Message Boards Provided

The message boards provided on the Service are for the purpose of exchanging views and information about our Service which relate to your use of the Service. VGIS reserves the right to terminate the account or suspend the posting privileges of anyone who Posts materials for any reason whatsoever, in its sole discretion. You are prohibited from posting or transmitting any defamatory, libelous, obscene, pornographic, profane, threatening, or unlawful material or any material that constitutes or encourages conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. Although VGIS may from time to time monitor or review bulletin boards, chat rooms, discussions, postings, transmissions, and the like on the Service, VGIS is under no obligation to do so and assumes no liability or responsibility arising from the contents of any such communications or for any defamation, error, inaccuracy, libel, obscenity, or profanity contained in any such communication.

VGIS may change, edit, and/or remove any user material or conversations that are illegal, indecent, obscene, or offensive, or that violate VGIS's policies in any way. Further, VGIS reserves the right to remove and/or edit content from any Forum at any time and for any reason although we have no duty to do so. VGIS will use its best efforts to fully cooperate with any law enforcement authorities or court order under competent jurisdiction requesting or directing VGIS to disclose the identity of anyone posting such materials.

Posting, unless otherwise stated, are for noncommercial purposes only and you may not Post in any manner which does or is intended to promote or generate revenue for any business enterprise or commercial activity.

24. No Property Management Company Endorsement.

If you intend to use the Service or receive or request any news, messages, alerts or other information from the Service concerning rental companies, best places to rent, lease and/or live or recommendations for property management competency; The Service is provided for informational purposes only.

You understand and hereby agree that the Service and VGIS do not recommend any property manager, property, property owner, property management company, leasing product, or housing contract, nor does any mention of a particular property manager, property management company, property, leasing product, or housing contract on the Service constitute a recommendation to buy, sell, hold or lease or otherwise do business with that respective property manager, property, property owner, property management company, leasing product, or housing contract.

You also understand and acknowledge that neither the Service nor VGIS provide tax, legal, financial, investment and/or housing and/or rental service advice. You hereby agree that any rental, leasing, buy, sell, legal, financial, tax, etc. decisions you make will be based solely on your evaluation of your personal circumstances, and living objectives, risk tolerance, financial condition, and/or housing needs.

VGIS shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted via the Service, and shall not be responsible or liable for any transactional decisions made based on such information. Any information provided on the Service may have been previously disseminated and does not reflect the opinions of VGIS, our parent company or our affiliates.

25. Miscellaneous

You acknowledge and agree that the warranty disclaimers and liability and remedy limitations in this Agreement are material terms of this Agreement and that they have been taken into account in the decision by VGIS to provide the Service hereunder. You may not assign any of your rights, obligations or privileges hereunder without the prior, written consent of VGIS. Any assignment of the foregoing other than as provided for in this section shall be null and void, ab initio. If any provision of this agreement shall be unlawful, void, and/or for any reason unenforceable, then that provision shall be deemed severable from this Agreement, and all other provisions shall be enforced to the fullest extent allowed by law as to effect the intention of the parties, and shall not affect the validity and enforceability of any remaining provisions.

This Agreement and any posted operating rules constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. No waiver of any provision or any right granted hereunder will be effective unless set forth in a written instrument signed by the waiving party.

No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any portion of the Service or access to the Service, unless expressively granted to you in a written Agreement by VGIS.

Agreement Titles and Subtitles

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. If you believe that any content on the Service (including, without limitation, Postings) violates any of the terms of this Agreement, please contact us by visiting our message and communications center located at VGIS.NET to tell us about it. We may or may not respond to your message and we reserve the right to take or refrain from taking any or all steps available to us once we receive any such message. You acknowledge that the provisions of this Agreement are intended to inure to the benefit of entities affiliated with VGIS or licensors of VGIS or any of its affiliated entities as third party beneficiaries of this Agreement, and VGIS, its affiliated companies and/or its or their licensors will be entitled to enforce such provisions against you.

26. Governing Law

Except to the extent expressly provided in the following paragraph, this Agreement (including any of our policies referred to herein) shall be governed by and construed in accordance with the laws of the State of Arkansas in the United States without giving effect to any principles of conflicts of law. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods. You hereby agree that any disputes arising under or in connection with this Agreement and/or the Service shall be submitted for resolution to federal and state courts in Washington County in the state of Arkansas, and you hereby waive any jurisdictional, venue, or inconvenient forum objections to such courts.

27. Arbitration

All disputes arising under or relating to this Agreement shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes ("Supplementary Procedures"), as amended by the terms of this Agreement.

To the extent that the arbitrator deems reasonable, the arbitrator shall conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances. In the event that any in-person appearances are required by the arbitrator, such appearances shall be held in the County of Washington in the State of Arkansas. The arbitrator's decision shall be based upon the laws of the State of Arkansas without giving effect to any principles of conflicts of law. Arbitration proceedings shall be confidential, and shall be conducted in a manner that preserves such confidentiality. The arbitrator's decision shall follow the plain meaning of the relevant documents and shall be final and binding. The award rendered by the arbitrator may be confirmed and enforced in any court having competent jurisdiction thereof, and you agree that federal and state courts in Washington County in the state of Arkansas shall have such jurisdiction. The foregoing shall not preclude VGIS from seeking any injunctive relief in a court of law or equity for protection of its intellectual property rights (including the rights of its licensors).

28. Information or Complaints

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Service, please . You may also contact us by writing to:

VGIS, Inc.

Attn: Customer Care Department

PO BOX 8523

Fayetteville, AR 72703-0010

California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at:

1625 North Market Blvd.

Sacramento, CA 95834

or by telephone at (916) 445-1254

or (800) 952-5210.

29. Registration

When you register for any of our Services you will be asked to agree to this Agreement by clicking a box marked “I have read & accept the VGIS, Inc. Terms of Service & Privacy Policy”. Please note, if you are under EIGHTEEN (18) years old, you must have your parent or guardian review and agree to this Agreement on your behalf by clicking the same box.