1. User Eligibility
(a) General. This Agreement is a legal agreement between VC and each user. The Service is only available to individuals and entities that can form legally binding contracts under applicable law. If you do not qualify, please do not use the Service. Each user represents that all information supplied by it is true and accurate. Without limitation, any speculative, false or fraudulent service requests are prohibited. VC may refuse its Service to anyone at any time. Without limiting the foregoing, VC can expel any limousine company from its service for reasons at VC's discretion. Such reasons include and are not limited to: (i) email unresponsiveness, (ii) unprofessionalism, (iii) consumer complaints, (iv) deceptive advertising claims or (v) delinquency in payment. In addition, VC reserves the right to refuse any applicant, including re-booking firms and companies who may indirectly compete with VC's core product. Subsequently, VC may remove any limousine service from our services when evidence is present which indicates a member does not abide by our membership Terms of Service and/or Fee Assessment Policy. (b) Membership for Limousine Companies. In order to become a member of the Sites a limousine company must meet the following criteria:
(i) Proof of Insurance: The company is required to hold full insurance policies as mandated by its local and state authority and provide proof of such insurance to VC.
(ii) Licensing: The company is required to hold full licensing, permits, and safety requirements as mandated by local, state and federal laws.
(iii) Email Promptness: The company is required to check its email every 48 hours.
(iv) Locality Restrictions: All companies must be located within a 60 mile radius of their advertising territory. Such companies must have a local address and a local telephone to display in their advertisement. Nationwide companies must open multiple accounts with their satellite offices local addresses and local numbers. VC does not list centralized, brokering clearinghouses or reservation centers unless the locality requirements are met above.
(v) Credit Card Authorization: VC must receive a credit card authorization from a limousine company before an account is setup. The credit card that is provided will be used to charge the annual fee and monthly per lead fees that are required to be paid by limousine companies in order to participate in the Service (see paragraph 4 below).
(vi) Membership Application: The limousine company must complete and submit a membership application. Upon receipt of the application, VC will notify the company when and if its application has been activated.

If a limousine company's application for membership of the Sites is accepted, the company will be admitted into the Sites' directory service ("Directory") and the Sites' limousine company finder service ("Finder Service").

2. Directory and Finder Service
(a) Directory. In Directory, contact information (including a complete company profile and company website) for limousine companies in the buyer's geographic area is listed on a randomized basis.
The buyer may send up to eight (8) selected limousine companies a service request containing details as to the limousine service requested by the buyer. The recipient limousine companies are free to respond to the request.
(b) FinderService. In the Sites' Finder Service, the buyer submits a request containing details regarding the requested limousine service to VC. VC forwards this request to up to 15 matching limousine companies (selected on a random basis) in the buyer's geographic area. The recipient limousine companies are free to respond to the request.

3. Sites Are Only a Venue
The Sites act as a venue for limousine companies and buyers of limousine services. VC is not involved in the actual transaction between buyers and limousine companies. As a result, it has no control over the quality, safety, reliability or legality of the services, the truth or accuracy of the listings, the ability of limousine companies to provide services or the ability of the buyers to buy services (as set forth in paragraph 13, VC does have an internet endorsement program - this endorsement simply states that the particular company has presented VC with valid evidence of internet service readiness, not that VC provides any warranty with respect to its service). We encourage users to communicate directly with limousine companies or buyers or with third parties, such as the Better Business Bureau, to a degree sufficient to establish the reliability of the limousine company or buyer. No limousine company will at any time represent that VC endorses a limousine company or its services. Any disputes between a buyer and a limousine company should be handled by the limousine company. Because user identification on the Internet is difficult, VC cannot and does not confirm that each user is who it claims to be.

4. Fees for the Service
The Service is free for buyers. Limousine companies are currently charged two fees for participation in the Service:

(a) Annual Nonrefundable Membership Fee. From and after April 20, 2001, limousine companies must pay an annual nonrefundable membership fee which ranges from $29.95/yr to $499.95/yr, with the exact amount determined by the limousine company's operating area (see the "Join Limos.com" portion of the Sites). Note that this annual fee was implemented on April 20, 2001 and limousine companies that joined the Sites prior to that date are currently exempt from the annual fee (VC may change this policy at any time and will notify affected limousine companies if it does so).

(b) Per Lead Fee. Limousine companies are also charged a per lead fee for leads that are received through Directory or the Finder Service. The per lead fee varies by service and is described in the "Join Limos.com" portion of the Sites. VC may in its sole discretion add, delete or change any of its fees at any time. Unless otherwise stated, all fees are quoted in U.S. dollars. Users are responsible for paying all applicable taxes and for all software, hardware, service and other costs a user may incur to access the Service.

(c) Fee Assessment: Members accrue lead fees when any given member receives a lead received via email. Fees are charged according to our lead fee schedule. All members are responsible for lead targeting according to the current functionality of the site(s) at the given moment. VC is not responsible for member account maintenaince or neglect of leads which a member may feel is not appropriate to their service, given the functionality of current site. A lead is chargeable upon delivery to the member's email box unless explicitly excluded in our lead fee schedule. For territory targeting, leads are chargeable if any given lead ENDS or EVOLVES in a member's selected service area. Ending or evolving is designated as a 45 mile radius from stated area.

6. Use of the Service
The Service may be used only for lawful purposes. VC specifically prohibits any use of the Service for unlawful purposes, and users agree not to use the Service for any unlawful purposes, or for posting any incomplete, false or inaccurate information, or any obscene, indecent or offensive language or to place on the Service any material that is false, defamatory, abusive, harassing or hateful. In addition, each user agrees not to (a) alter, remove, or obscure any notices or markings from the Service, (b) modify, translate, produce a source listing, decompile, disassemble, or reverse engineer the Service or any portion thereof; (c) create derivative versions of any part of the Service; (d) rent, transfer, distribute or grant any rights in the Service in any form; or (e) use the Service for any purpose that VC deems to be inappropriate.

7. Proprietary Materials
The Service contains proprietary materials such as logos, text, software and photos. As between VC and users, VC is the owner or licensee of all such proprietary material and all intellectual property rights therein, including without limitation, copyrights and trademarks.

8. User Materials
In using the Service, a user may be able to post materials for other users to view on the Service or links to other sites. Each user acknowledges and agrees that such user is solely responsible for the form, content and accuracy of any content or information placed by User on the Service.

9. Discussion Forum
A discussion forum (where users can comment on matters of relevance to the limousine industry) is also available through the Sites. The comments and opinions expressed in the discussion forum represent the views solely of the participating users and not of VC. We cannot confirm that those identifying themselves are the persons they claim to be. These comments/opinions are not reviewed or edited by VC and in no way should such comments or opinions be construed to be the comments or opinions of VC. Although VC does not routinely review or approve comments or opinions, it reserves the right to remove specific comments and opinions in cases where the discussion forum is abused. VC/Limos.com is a computer service and not a publisher or distributor of information.

10. License
Each user hereby grants to VC, its sub-licensees, customers and other Users, a royalty-free perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute any content submitted by user (in whole or part) and/or to incorporate it in other works in any media now known or hereafter developed for the full term of any copyright that may exist in such content.

11. Links to Third Party Sites
The Service may contain links to web sites operated by parties other than VC ("Third Party Sites"). VC's links to such other sites does not imply any endorsement of the products, services or material on such Third Party Sites or any association with their sponsors or operators. VC expressly disclaims all content, services and products available through such Third Party Sites. Linking to any other service or site from this Service is at your own risk.

12. Release and Indemnity by User
Because we are not and cannot be involved in buyer/limousine company transactions, in the event that you have a dispute with one or more other buyers or limousine companies, you release VC (and its employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." USER WILL INDEMNIFY AND HOLD VC AND ITS AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES, HARMLESS FOR ANY LOSSES, COSTS, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) AGAINST VC ARISING OUT OF (A) ANY USE OF THE SERVICES, THIRD PARTY SITES, OR RELATED GOODS OR SERVICES; (B) ANY BREACH OF THE TERMS; AND (C) ANY UPLOADING, DOWNLOADING, OR REPRODUCTION OF ANY CONTENT OR DATA FROM THE SERVICE OR ANY THIRD PARTY SITE.

13. Disclaimer
VC DOES NOT RECOMMEND ANY SPECIFIC LIMOUSINE COMPANY AND DOES NOT PROVIDE ADVICE ON WHICH LIMOUSINE COMPANY TO SELECT. VC DOES NOT SELL, SOLICIT APPLICATIONS FOR, OR WRITE CONTRACTS FOR ANY SERVICES. VC IS NOT A BROKER ACTING ON BEHALF OF ANY BUYER AND IS NOT AN AGENT ACTING ON BEHALF OF ANY LIMOUSINE COMPANY.

14. No Warranty
Each user expressly acknowledges and agrees that its use of the Service, any services or goods obtained or sites linked through the use of the Service, and any data transmitted through the Service is at the sole risk of users. VC does not provide or make any undertaking or representation with respect to any limousine company or as to the quality or nature of any of the products or services purchased through the Service or any other representation, warranty or guaranty. VC does not warrant that limousine companies are licensed or certified to practice in any jurisdiction; nor does VC make any warranty as to the results that may be obtained from use of the Service or its content or as to the accuracy or reliability of any information obtained through the use of the Service. This paragraph 13 also applies to companies who have passed VC's internet endorsement program. This endorsement simply states that the particular company has presented VC with valid evidence of internet service readiness (not that it is properly insured or licensed and not that VC provides any warranty with respect to its service). THE SERVICE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND AND VC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. VC DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT BREACHES OF SECURITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO IN THESE JURISDICTIONS THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO THE USER.

15. Limitation of Liability
IN NO EVENT WILL VC BE LIABLE TO USER OR ANY PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES ARISING OUT OF THE USE, AVAILABILITY OR UNAVAILABILITY OF THE SERVICE OR ANY OTHER SERVICES OR GOODS OBTAINED THROUGH USE OF ANY OF THE FOREGOING, OR ANY DATA TRANSMITTED THROUGH THE SERVICE, EVEN IF VC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND VC'S ENTIRE AGGREGATE LIABILITY UNDER OR ARISING OUT OF THESE TERMS OR THE SERVICE SHALL BE LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT PAID TO VC BY USER FOR THE ONE YEAR PERIOD PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO IN THESE JURISIDICTIONS THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO THE USER.

16. No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between any user and VC by the Terms.

17. Notices
Except as explicitly stated otherwise, any notices to VC regarding this Agreement shall be sent to ViperionCorp@aol.com. Any notice to a user shall be given to the name and address submitted at the time of registration.

18. Governing Law
This Agreement, the Terms, the Service and any modifications thereto may not be assigned or in any way transferred without the prior written consent of VC. The terms of this Agreement shall be construed in accordance with the substantive laws of the State of Arizona, United States of America, without giving effect to the principles of conflict or choice of law of such state. Each user hereby consents to the exclusive jurisdiction and venue of courts in Maricopa County, Arizona, U.S.A. in all disputes arising out of or relating to the use of this Service.

19. Waiver
No waiver of any of the Terms shall be deemed waiver of any other such Terms set forth herein.

20. Entire Agreement
The Terms constitute the entire agreement between each user and VC with respect to the subject matter covered herein, and supersede all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. This Agreement may not be modified by a user except by a written agreement signed by authorized representatives of both parties.

21. Termination
VC may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate a user's use of all or any portion of the Service if a user breaches or refuses to comply with the Terms, or any time or for any reason, at the sole discretion of VC. In addition, VC my terminate membership of any member should the Terms of Service herein be refuted expressly or implicitly.

22. Disclosures
The Service hereunder is offered by Viperion Corporation, PO BOX 51113, Phoenix AZ 85048.