Terms of Use Agreement

Please read this Agreement carefully as it constitutes a valid, binding contract between you and Jayne Laughlin. YOUR USE OF THE WEB SITE & SERVICES PROVIDED CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. IT MAY BE AMENDED FROM TIME TO TIME. If you do not wish to be bound by this Agreement, you are not authorized to access or use the Web Site and/or any of its components or services. Please print a copy of this Agreement for your records.

TERMS OF USE AGREEMENT

1. General.
1.1 This Agreement governs your use of this web site, services provided by Jayne Laughlin, and associated services (the "Web Service"), including interactive chat and forum discussion areas (the "Interactive Areas"), which are owned and operated by Jayne Laughlin. and its subsidiaries, affiliates, divisions and related companies ("").

1.2 Jayne Laughlin reserves the right, in her sole discretion, to change or modify all or any part of this Agreement at any time, effective immediately upon notice published on the Web Service. Your use of the Web Service constitutes your binding acceptance of these terms and conditions, including any changes or modifications made as permitted above. If at any time the terms and conditions of this Agreement are no longer acceptable to you, immediately cease and desist use of the Web Service, all developed works, and the Interactive Areas.

2. Use of Content.
2.1 You acknowledge that the Web Service contains information, software, photographs, audio and video clips, graphics, links and other material that are protected by copyright, trademark or other proprietary rights of Jayne Laughlin, including but not limited to product names, logos, designs, titles, and words or phrases which may be registered in certain jurisdictions (collectively, the "Content") regardless of domain on which Content appears. You agree to comply with any additional copyright notices, information, or restrictions contained in any Content available on or accessed through the Web Service or domains managed by Jayne Laughlin. Users of the Web Service may use the Content only accommodated by written contract. Users of the Web Service acknowledge that works of any kind are the sole intellectual property of Jayne Laughlin up to and until a written transfer of ownership agreement is signed by all parties involved, all monies paid, and dated through specific contractual parameters stating the materials to be transferred in minute detail. Users of the Web Service wanting to use the content for commercial use without full transfer of intellectual property rights must obtain prior express written permission of Jayne Laughlin.

2.2 You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the content, in whole or in part, except as otherwise expressly permitted in this Agreement. Content consisting of downloadable software may not be reverse-engineered unless specifically authorized by the owner of the software's patent and or copyright. Subject to the provisions of this Agreement, you may not post on the Web Service any content owned by another, content for which you have not received express permission from the owner, excluding content in the public domain. You assume all responsibility for determining whether any content is in the public domain. You grant to Jayne Laughlin the right to edit, copy, publish, distribute, translate and otherwise use in any medium and for any purpose any content that you place on the Web Service without compensation to you. You represent and warrant that you are authorized to grant all rights set forth in the preceding sentence.

2.3 You may not download content from this web site that is indicated to be for sale except under the terms of the sale. Such content is the protected and copyrightable property of Jayne Laughlin. "Free" content may be downloaded for your personal, noncommercial distribution consistent with the terms defined in this Agreement. When using both purchased and "free" content, you will maintain and include all copyright and other notices contained in such content. Except as expressly permitted by the copyright laws, no copying, storage, redistribution or publication of any content is permitted without the express written permission of Jayne Laughlin other than specific exceptions clearly stated in contractually written and signed documents permit.

3. Rules of Conduct
You shall not post on the Web Service any content which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) contains viruses or other contaminating or destructive features; (c) violates the rights of others, such as content which infringes any copyright, trademark, patent, trade secret or violates any right of privacy or publicity; or (d) otherwise violates any applicable law or reputation. You may not post on the Web Service any links to any external Internet sites that are obscene or pornographic. You shall not use the Web Service for any commercial purpose not expressly approved by Jayne Laughlin, nor shall you distribute any advertising or solicitation of funds or goods and services or solicit users to join competitive online services.

4. Managing Content.
Jayne Laughlin does not and cannot review the content posted by users on the Web Service and is not responsible for such content. However, Jayne Laughlin reserves the right to delete, move or edit any content (including content posted in any Interactive Area) that Jayne Laughlin may determine, in her sole discretion, violates or may violate this Agreement or is otherwise unacceptable. You shall remain solely responsible for all content posted by you. Jayne Laughlin shall have the right but not the obligation, to correct any errors or omissions in any content, as she may determine in her sole discretion.

5. No Endorsement
5.1Jayne Laughlin does not represent or endorse the accuracy or reliability of any content posted on any Interactive Area or outside website and you acknowledge that any reliance upon such content shall be at your sole risk. Any content placed on any Interactive Area by users are the views of the user posting the statement, and do not represent the views of Jayne Laughlin, advertisers, investors, or sponsors.

5.2 The Web Service may contain links to sites on the Internet, which are owned or operated by third parties (the "External Sites"). You acknowledge that Jayne Laughlin is not responsible for the availability of, or the content located on or through any External Site. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or the content located on such External Sites. Jayne Laughlin reserves the right to remove any and all materials posted to External Client Sites who have unpaid development balances without liability for losses, costs and expenses (including attorney fees) incurred by any party in connection to removed Content.

6. Indemnity
You agree to indemnify, defend and hold Jayne Laughlin, affiliates, and their respective officers, directors, owners, agents, information providers and licensors (collectively, the " Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including attorneys' fees) incurred by any Party in connection with any use or alleged use of the service under your user name, your website, or by any person, whether or not authorized by you. Jayne Laughlin reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Jayne Laughlin's defense of such claim.

7. Termination of Service
Jayne Laughlin reserves the right, in her sole discretion, to restrict, suspend or terminate your access to all or any part of the Web Service, developed websites and Interactive Areas, at any time for any reason without prior notice or liability. Jayne Laughlin may change, suspend or discontinue all or any aspect of the Web Service at any time, including the availability of any feature, database, or Content (including the Interactive Areas), without prior notice or liability. All services are revocable and subject to termination for non-payment. License to use graphics, logos, user interfaces, and all other items will be terminated for non-payment without prior notice or liability.

8. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
8.1 NEITHER JAYNE LAUGHLIN NOR ANY PROVIDER OF THIRD PARTY CONTENT OR THEIR RESPECTIVE AGENTS WARRANTS THAT THE WEB SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES , ANY THIRD PARTY CONTENT PROVIDER, OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE WEB SERVICE OR THE CONTENT. THE WEB SERVICE AND THE CONTENT ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. NEITHER , THIRD PARTY CONTENT PROVIDERS, NOR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE WEB SERVICE, ANY CONTENT OR ANY PRODUCTS OR SERVICES SOLD THROUGH THE WEB SERVICE. NEITHER JAYNE LAUGHLIN NOR ANY THIRD PARTY CONTENT PROVIDER WARRANTS THAT ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THE WEB SERVICE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU.

8.2. NEITHER JAYNE LAUGHLIN NOR ANY THIRD PARTY CONTENT PROVIDER OR THEIR AGENTS SHALL BE LIABLE FOR ANY ACT, DIRECT OR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3. SOME STATES DO NOT ALLOW EXCLUSION OR IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF JAYNE LAUGHLIN, THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED AND PROTECTED TO THE GREATEST EXTENT PERMITTED BY LAW.

9. INTELLECTUAL PROPERTY.
You agree that Jayne Laughlin holds all rights, title and interest in all Software and Services and all intellectual property, including other rights related to intangible property, unless otherwise indicated by written agreement. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Services, Software, or any other intellectual property of Jayne Laughlin or its subsidiaries, affiliates, divisions and related companies.

You understand and agree that all content and materials contained in this Agreement, other policies, the Web site, and any affiliated Web sites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that Jayne Laughlin expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of Jayne Laughlin. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise. You shall not use, register or attempt to register any Trademarks or Copyrights that are confusingly similar, or identical to any of the intellectual properties of Jayne Laughlin or create derivative works there from.

10. Investor Information
Investor relations materials on this web site are provided for convenience only, and speak only as of their original date or the date specified therein. Available information may change at any time and may not be reflected on this web site. Jayne Laughlin disclaims any responsibility to update this web site.

11. Forward-Looking Statements
The statements contained in this site and other materials accessible through these pages that are not historical in nature are forward-looking statements that involve risks and uncertainties. Although management believes that its expectations are based upon reasonable assumptions within the bounds of its knowledge of business, there can be no assurance that the Company's financial goals will be realized. Numerous factors may affect the Company's actual results and may cause results to differ materially from those expressed in forward-looking statements made by or on behalf of the Company. Factors that could cause actual results to differ materially include fluctuations in advertising revenue with general economic cycles; management's ability to identify, finance, complete and integrate acquisitions; the performance of Internet/Broadband trade shows and conferences; the seasonality of revenue from publishing and trade shows and conferences; the success of new products; increases in paper and postage cost; the infringement or invalidation of Jayne Laughlin's intellectual property rights; and the factors listed from time to time in Jayne Laughlin's reports. Jayne Laughlin does not undertake any obligation to publicly update or revise any forward-looking statements in this site whether as a result of new information, future events or otherwise.

12. Miscellaneous
This Agreement shall be construed in accordance with the laws of the State of California, and the parties irrevocably consent to bring any action to enforce this Agreement in the federal or state courts located in Kern County in the State of California. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. All provisions hereof shall survive any termination of this Agreement as well as any other revisions which by their terms or sense are intended to survive.

Invoices that have been sent and payment has not been received will accrue a late charge of $29 per month until payment is made in full. The only exception to exclusion of late fees will be addressed through written agreement.

13. Headings
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

14. Severability
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

15. Final Agreement
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof.

16.Acceptance of Agreement
Any use of Web Service or materials produced for use on external websites, collateral materials, product packaging, or any other collective works produced by Web Services provided by Jayne Laughlin constitutes your binding acceptance of these terms and conditions, including any changes or modifications made as permitted above.

Jayne Laughlin
8105 Fawn St.
Bakersfield, CA. 93311
661.665.9551 FAX: 661.665.9633
ceo@quadvision.com