The following terms and conditions (these "Terms") govern the provision by VEGSOURCE INTERACTIVE, INC. ("Company") of the services and/or products (referred collectively herein as "Services and Products") and defined in any of the Company’s product support listing, to the customer ("Customer"). The Service Descriptions, these Terms and the attachments and any addenda hereto, executed with respect to the Services and Products, are referred to herein, collectively, as this "Agreement."

By receiving free or paid hosting from the Company, Customer hereby agrees to the following:

• Customer agrees to pay for hosting services rendered in advance of each monthly service term, if applicable.
• Customer agrees to be bound by the service term selected by agreement with Company.
• Non-Payment of services shall result in a 5-day notice of disconnection. All payment failures must be cured within 5 days of notice. Customers failing to secure payment within 5 days of notice will incur service interruption and $50 reconnection fee.
• Service Cancellations must be submitted in writing by fax to (818) 337-1957.
• Company is not responsible for data integrity on equipment reclaimed for non-payment.
• California residents agree to pay all taxes applicable to your account.
• Customer agrees to adhere to the the Company Acceptable Use Policy.
• Customer agrees to adhere to the the Company Data Center Rules and Procedures.
• Customer agrees not to engage in activity that violates federal (United States), state (California) or local (Los Angeles County) laws applicable to the service terms described herein.
• Company reserves the right to discontinue service to any subscriber it deems, in its sole discretion, violates any condition of service including the Acceptable Use Policy, Data Center Rules and Procedures, and Terms of Services.

Additionally, in consideration for hosting services to be delivered, Customer agrees to be bound to the following terms:

Indemnification

Customer agrees to indemnify and hold harmless Company and the employees and agents of Company (each an "Indemnified Party") against any losses, claims, damages, liabilities, penalties, actions, proceedings or judgments (collectively, "Losses") to which an Indemnified Party may become subject and which Losses arise out of, or relate to this Agreement or Customer’s use of the Services and Products, and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees incurred by such Indemnified Party in connection with investigating, defending or settling any Loss whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.

Limitation on Company Liability

Company shall not be deemed to be in default of any provision of this Agreement or be liable for any failure of performance of the Services and Products to Customer resulting, directly or indirectly, from any (i) weather conditions, natural disasters or other acts of God, (ii) action of any governmental or military authority, (iii) failure caused by telecommunication or other Internet provider, or (iv) other force or occurrence beyond its control. The exclusive remedy against Company for any damages whatsoever to Customer arising out of or related to this Agreement shall be the refund of the fees paid by Customer to Company with respect to the then current term of this Agreement. COMPANY SHALL NOT BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS OR LOSS OF REVENUE RESULTING FROM THE USE OF THE COMPANY’S SERVICES AND PRODUCTS BY CUSTOMER OR ANY THIRD PARTIES, OR (ii) ANY LOSS OF DATA RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES OR SERVICE INTERRUPTIONS COMPANY PROVIDES THE SERVICES AND PRODUCTS AS IS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE SERVICES AND PRODUCTS AND COMPANY SHALL HAVE NO LIABILITY THEREFORE.

Arbitration

ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTACT OR ANY BREACH THEREOF IN EXCESS OF $250.00 SHALL BE SETTLED BY ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION AND JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.

Notices

Unless otherwise specified herein, any notices or other communications required or permitted hereunder shall be sufficiently given if in writing and delivered personally or sent by facsimile transmission, internationally recognized overnight courier, registered or certified mail, to the address or facsimile number of Customer as set forth in the Service Descriptions or Company as set forth below. Such notices or other communications shall be deemed received (i) on the date delivered, if delivered personally, (ii) on the date that return confirmation is received, if sent by facsimile, (iii) on the business day (or, if international, on the second business day) after being sent by an internationally recognized overnight air courier or (iv) five days after being sent, if sent by first class registered mail, return receipt requested. VEGSOURCE INTERACTIVE, INC, 19360 Rinaldi Street, Suite 438, Northridge, CA 91326, Attention Accounting Manager, Facsimile Number (818) 337-1957.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to choice of law provisions that would cause the application of the law of another jurisdiction.

Miscellaneous

Failure by either Company or Customer to enforce any of the provisions of this Agreement or any rights with respect hereto or the failure to exercise any option provided hereunder shall in no way be considered to be waiver of such provisions, rights or options, or to in any way affect the validity of this Agreement. If one or more of the provisions contained in this Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

VegSource Interactive , Inc
19360 Rinaldi Street
Suite 438
Northridge, CA 91326
(818) 349-5600

To be effective, a Notification of Claimed Infringement must meet the following requirements:

• It must be a written communication;
• It must be sent to the designated agent identified above;
• It must include the following:
  
  1. A physical or electronic signature of a person (“Complaining Party”) authorized to act on behalf of the owner of an exclusive right that is claimed to be infringed;
  2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
  4. Information reasonably sufficient to permit the service provider to contact the Complaining Party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  5. A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed

When a Complaining Party provides a Notification of Claimed Infringement in compliance with the above rules, the Service Provider will do the following:

• Expeditiously remove or disable access to the material that is claimed to be infringing; and
• Take reasonable steps to notify the alleged infringer ("Subscriber") of the infringement claim(s) and that the material claimed to be infringing has been removed or that access to the material has be disabled;

Upon receipt of notice from the Service Provider that a claim of infringement has been made and that the material has been removed or that access to it has been disabled, the Subscriber may provide a Counter Notification.

To be effective, a Counter Notification must meet the following requirements:

• It must be a written communication;
• It must be sent to the Service Provider's Designated Agent;
• It must include the following:
  
  1. A physical or electronic signature of the Subscriber;
  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  3. A statement, under penalty of perjury, that the Subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
  4. The Subscriber's name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the Subscriber’s address is located, or if the Subscriber's address is outside of the United States, for any judicial district in which the Service Provider may be found, and that the Subscriber will accept service of process from the person who provided notification or an agent of such person

Upon receipt of a Counter Notification from the Subscriber containing the information as outlined above, the Service Provider will:

• Promptly provide the Complaining Party with a copy of the Counter Notification;
• Inform the Complaining Party that it will replace the removed material or cease disabling access to it within ten (10) business days following receipt of the Counter Notice;
• Replace the removed material or cease disabling access to the material in not less than ten (10), nor more than fourteen (14), business days following receipt of the Counter Notice, provided Service Provider's Designated Agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the material on Service Provider's network or system.

CAUTION:  Pursuant to Title 17, Section 512(f) of the United States Code, any person who knowingly materially misrepresents that material or activity is infringing, or that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of the service provider relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.