Terms of Service Agreement Welcome to IdeaMERGE.NET, an online community that connects creative people through networks of other creative people for the purpose of mentoring, idea exchange, and networking. The IdeaMERGE.NET service is operated by CYD Group, LLC. (“IdeaMERGE.NET”). By using the IdeaMERGE.NET website (the “Web site”) you agree to be bound by these Terms of Service (this “Agreement”). If you wish to become a Member and communicate with other Members and make use of the IDEAMERGE.NET service (the “Service”), read these Terms of Service and indicate your acceptance of them by agreeing to Terms of Service during registration. This Agreement sets out the legally binding terms of your use of the Web site and your membership in the Service and may be modified by IdeaMERGE.NET at any time and without prior notice, such modifications to be effective upon posting by IdeaMERGE.NET on the Web site. This Agreement includes IdeaMERGE.NET’s acceptable use policy for content posted on the Web site, IdeaMERGE.NET ’s Privacy Policy, and any notices regarding the Web site. 1. Eligibility. You must be eighteen or over to register as a member of IdeaMERGE.NET or use the Web site. Membership in the Service is void where prohibited. By using the Web site, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. 2. Term. This Agreement will remain in full force and effect while you use the Web site and/or are a Member. You may terminate your membership at any time IdeaMERGE.NET may terminate your membership for any reason, at any time. If IdeaMERGE.NET terminates your membership in the Service because you have breached the Agreement, you will not be entitled to any refund of unused subscription fees. Even after membership is terminated, this Agreement will remain in effect. 3. Non Commercial Use by Members. The Web site is for the personal use of individual Members only and may not be used in connection with any commercial endeavors. Organizations, companies, and/or businesses may not become Members and should not use the Service or the Web site for any purpose. Passwords and compiled names, photos, links, and Web site content are not to be transferred or copied from the Web site for use with any other product or service. Illegal and/or unauthorized uses of the Web site, including collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Web site will be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress. 4. Proprietary Rights in Content on IdeaMERGE.NET. IdeaMERGE.NET owns and retains all proprietary rights in the Web site and the Service. The Web site contains the copyrighted material, including links and compilations of individual data, trademarks, and other proprietary information of IdeaMERGE.NET, and its licensors. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. 5. Content Posted on the Site. a. You understand and agree that IdeaMERGE.NET may review and delete any content, messages, photos or profiles (collectively, "Content") that in the sole judgment of IdeaMERGE.NET violate this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Members. b. Your profile must describe you, an individual person. Examples of inappropriate profiles include, but are not limited to, profiles that purport to represent an animal, place, inanimate object, fictional character, or real individual who is not you. c. You are solely responsible for the Content that you publish or display (hereinafter, "post") on the Service, or transmit to other Members. d. By posting Content to any public area of IDEAMERGE.NET, you automatically grant, and you represent and warrant that you have the right to grant, to IdeaMERGE.NET an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. e. The following is a partial list of the kind of Content that is illegal or prohibited on the Web site. IdeaMERGE.NET reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Service and terminating the membership of such violators. It includes Content that: *is patently offensive to the online community, such as Content that promotes racism, bigotry , hatred or physical harm of any kind against any group or individual; *harasses or advocates harassment of another person; *involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming"; *promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; *promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy- protect devices, or providing pirated music or links to pirated music files; *contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page); *displays pornographic or sexually explicit material of any kind; *provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18; *provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; *solicits passwords or personal identifying information for commercial or unlawful purposes from other users; and *engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes; *solicits people you don't know to add you or accept you as a friend on IdeaMERGE.NET. Even though all of this is strictly prohibited, there is a small chance that You might become exposed to such items and You further waive Your right to any damages (from any party) related to such exposure. f. You must use the Service in a manner consistent with any and all applicable laws and regulations. g. You may not include in your Member profile any telephone numbers, URLs or email addresses. h. You may not engage in advertising to, or solicitation of, other Members to buy or sell any products or services through the Service. You may not transmit any chain letters or junk email to other Members. Although IdeaMERGE.NET cannot monitor the conduct of its Members off the Web site, it is also a violation of these rules to use any information obtained from the Service in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, IdeaMERGE.NET reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which IdeaMERGE.NET deems appropriate in its sole discretion. 6. Copyright Policy. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. 7. Member Disputes. You are solely responsible for your interactions with other IdeaMERGE.NET Members. CYD Group, LLC. reserves the right, but has no obligation, to monitor disputes between you and other Members. 8. Privacy. Use of the Web site and/or the Service is also governed by our Privacy Policy. 9. Disclaimers. IdeaMERGE.NET is not responsible for any incorrect or inaccurate Content posted on the Web site or in connection with the Service, whether caused by users of the Web site, Members or by any of the equipment or programming associated with or utilized in the Service. IdeaMERGE.NET is not responsible for the conduct, whether online or offline, of any user of the Web site or Member of the Service. IdeaMERGE.NET assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user or Member communications. IdeaMERGE.NET is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any web site or combination thereof, including injury or damage to users and/or Members or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will IdeaMERGE.NET be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Web site or the Service, any Content posted on the Web site or transmitted to Members, or any interactions between users of the Web site, whether online or offline. The Web site and the Service are provided "AS-IS" and IdeaMERGE.NET expressly disclaims any warranty of fitness for a particular purpose or non-infringement. IdeaMERGE.NET cannot guarantee and does not promise any specific results from use of the Web site and/or the Service. The service may be temporarily unavailable from time to time for maintenance or other reasons. No advice or information, whether oral or written, obtained by user from IdeaMERGE.NET or through or from the service shall create any warranty not expressly stated herein. 10. Limitation on Liability. Except in jurisdictions where such provisions are restricted, in no event will IdeaMERGE.NET be liable to you or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including also lost profits arising from your use of the Web site or the Service, even if IdeaMERGE.NET has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, IdeaMERGE.NET's liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to IdeaMERGE.NET for the Service during the term of membership. 11. Disputes. If there is any dispute about or involving the Web site and/or the Service, by using the Web site, you agree that the dispute will be governed by the laws of the State of Florida without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts of the State of Florida, City of Orlando. 12. Indemnity. You agree to indemnify and hold IdeaMERGE.NET, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. 13. No Agency. There is no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between IdeaMERGE.NET and any User of the Service. 14. Other. This Agreement, accepted upon use of the Web site and further affirmed by becoming a Member of the Service, contains the entire agreement between you and IdeaMERGE.NET regarding the use of the Web site and/or the Service. The failure of IdeaMERGE.NET to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. 15. Non-Disclosure Agreement. I agree that, in consideration for access to information submitted to me by “members” of IdeaMERGE.NET, I will: 1. Keep all information relating to ideas, concepts, expressions, models, drawings, discussions, and printed materials in strict confidence. 2. Disclose this information solely to individuals who have signed a non-disclosure agreement with, or who have expressed written approval from, “members” of IdeaMERGE.NET to receive the information. 3. Not make any contact nor agreement with anyone else nor anyone outside my company or organization on any idea submitted without prior written approval of “members” of IdeaMERGE.NET. Furthermore, I agree not to use, either directly or indirectly, any such information provided by “members” of IdeaMERGE.NET for my own benefit or for the benefit of any person, persons, firm or corporation. Please contact us with any questions regarding this agreement. I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.