HG WEBSITE BUILDER INTERNET TOOLS AGREEMENT

Welcome to the SHGI HomeGauge Website Builder! This Hosting Agreement governs your purchase and use, in any manner, of all Web site hosting services (collectively, the “Services”) as described on the Homepage website, ordered by you and accepted by SHGI and describes the terms and conditions that apply to such purchase and use of the Services. For purposes of this Agreement, the Hosting Services include the HG Website Builder. You must register and accept the terms of this Agreement in order to use the Services.

1. Use of Services

   1. Applicable Policies and Guidelines. The SHGI HomeGauge Website Builder Acceptable Use and Service Guidelines (the “Usage Guidelines”) govern the general policies and procedures for use of the Services. The Usage Guidelines are posted on the SHGI Web site (or other such location as SHGI may specify) and may be updated from time-to-time. By using the services, you agree to be bound by the terms of the Usage Guidelines and any modifications thereto. SHGI reserves the right to terminate your account for any violation of the Usage Guidelines or this Agreement.

   2. Material and Product Requirements. You must ensure that all material and data placed on SHGI's equipment is in a condition that is “site-ready” and is in a form requiring no additional manipulation by SHGI. SHGI will make no effort to validate any of this content for content, correctness, or usability. Use of the Services requires a certain level of knowledge in the use of software and awareness and understanding of the Internet. It is not SHGI's responsibility to provide this knowledge or customer support outside of the Services agreement to by you and SHGI.

   3. Bandwidth, Storage, and E-Mail Agreement. You agree that use of the Services hereunder will not exceed the bandwidth, storage, and email usage limits set out in this Agreement. If you exceed any limits, SHGI may, in its sole discretion, assess you with additional charges, suspend the performance of the Service, or terminate this agreement. In the event that SHGI elects to take any corrective action, you will not be entitled to a refund of any unused pre-paid fees.

   4. Disallowed Materials. The following is not permitted: Spamming (sending unsolicited email or posting messages to UseNet Newsgroups that do not explicitly allow advertising, with references, directly or indirectly, to a site hosted on our servers); sites that contain pornographic material or sites containing links to adult sites, sites containing any illegal content or sites advocating illegal activities; violations or attempted violations of a system & network security including, but not limited to port scanning, denial-of-service attacks, or other hacking.

2. Intellectual Property Rights

   1. Your License Grant to SHGI. You hereby grant SHGI a non-exclusive, worldwide, and royalty-free license for the Initial Term and the Renewal Term, if applicable, to modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use your content as necessary for the purposes of rendering and operating the Services to you under this Agreement. You expressly (a) grant to SHGI to cache materials distributed or made available for distribution via the Services, including content supplied by third parties, and (b) agree that such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.

   2. Your Warranties And Representation to SHGI. You warrant, represent, and covenant to SHGI that (a) you are at least eighteen (18) years of age; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire all authorization(s) necessary for hypertext links to third-party Web sites or other content; (f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including, without limitation, your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (g) your content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.

   3. SHGI Materials and Intellectual Property. All materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by SHGI or its suppliers or agents pursuant to this Agreement, and any know-how, methodologies, equipment, or processes used by SHGI to provide the Services to you, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto shall remain the sole and exclusive property of SHGI or its suppliers. SHGI shall also maintain and control ownership of all Internet protocol ("IP") numbers and addresses that may be assigned to you by SHGI. SHGI reserves, in its sole discretion, the right to change or remove any and all such IP numbers and addresses.

3. Enforcement

   1. Investigation of Violations. SHGI may investigate any reported violation of this Agreement, the Addendum its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, customers and/or third parties. SHGI will not access or review the contents of any e-mail or similar stored electronic communications except as required or permitted by applicable law or legal process.

   2. Actions. SHGI reserves the right and has absolute discretion to restrict or remove from its servers any content that violates this Agreement, the Addendum or related policies or guidelines, or is otherwise objectionable or potentially infringing on any third party's rights or in potentially violation of any laws. In the event of becoming aware of any possible violation by you of this Agreement, the Addendum, any related policies or guidelines, third party rights or laws, SHGI may immediately take corrective action, including, but not limited to, (a) issuing warnings, (b) suspending or terminating the Service, (c) restricting or prohibiting any and all uses of content hosted on SHGI's systems, and/or (d) disabling or removing any hypertext links to third-party Web sites, any of your content distributed or made available for distribution via the Services, or other content not supplied by SHGI which, in SHGI's sole discretion, may violate or infringe any law or third-party rights or which otherwise exposes or potentially exposes SHGI to civil or criminal liability or public ridicule. It is SHGI's policy to terminate repeat infringers. The above stated rights of action, however, do not obligate SHGI to monitor or exert editorial control over the information made available for distribution via the Services. In the event SHGI takes corrective action due to such possible violation, SHGI shall not be obligated to refund to you any fees paid in advance of such corrective action.

   3. Disclosure Rights. To comply with applicable laws and lawful governmental requests, to protect SHGI's systems and customers, or to ensure the integrity and operation of SHGI's business and systems, SHGI may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, email address, etc), IP addressing and traffic information, usage history, and content residing on SHGI's servers and systems. SHGI also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.

4. Miscellaneous

   1. Limitations. IN NO EVENT SHALL SHGI OR ITS SUPPLIERS HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. NEITHER SHGI NOR ITS SUPPLIERS SHALL HAVE LIABILITY WITH RESPECT TO SHGI'S OBLIGATIONS UNDER THIS AGREEMENT, THE ADDENDUM OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF SHGI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE FOREGOING LIMITATION OR EXCLUSIONS MAY NOT APPLY TO YOU. IN ANY EVENT, THE LIABILITY OF SHGI AND ITS SUPPLIERS TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO SHGI BY YOU UNDER THIS AGREEMENT AND THE ADDENDUM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY SHGI HEREUNDER HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU HEREBY RELEASE SHGI AND ITS SUPPLIERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS STATED IN THIS SECTION.

   2. Interruption of Service. You hereby acknowledge and agree that SHGI will not be liable for any temporary delay, outages, or interruptions of the Services. Further, SHGI shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitations, any mechanical, electronic, communications, or third-party supplier failure).

   3. Compliance with Laws. You shall at all times comply with all applicable laws and regulations and shall indemnify and save SHGI harmless from your failure to so comply. You agree that SHGI shall not have to perform any obligations set forth in this Agreement if such performance would violate any present or future law, regulation, or policy of any applicable government.

   4. Severability. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement, if applicable, shall nonetheless remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.

   5. Bandwidth, Storage, and E-Mail Usage Limits. As SHGI strives to provide a useful service for clients that does not limit itself unnecessarily with respect to technological limits and constraints that change rapidly due to the nature of technology itself, SHGI reserves the right to review at any time use of bandwidth, storage, and email on a case-by-case basis to determine if such usage by the client harms the client, SHGI, other clients, or any third-parties and can, with or without notices to the client, take necessary steps to stop the usage. By doing so, you agree that SHGI remains full in the rights of this Agreement and as such owes no compensation other than disclosed in this Agreement.

5. Disclaimed Warranties. You acknowledge and agree that SHGI exercises no control over, and accepts no responsibility for, the content of the information passing through SHGI's host computers, network hubs and points of presence, or the Internet. ALL SERVICES PERFORMED HEREUNDER ARE PERFORMED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SHGI DOES NOT MAKE AND HEREBY DISCLAIMS, AND YOU HEREBY WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.

6. Acceptance. Your signature on a hard copy of this agreement is not required in order for this Agreement to be legally binding on you. Your use of the service, having the same force and effect as if you had actually signed a hard copy of this Agreement.