Colabrativ, Inc. Terms of Use Agreement

Welcome to www.Colabrativ.com. By using the Site, you are agreeing to comply with and be bound by the following terms and conditions of this Terms of Use Agreement (“Agreement”). Please review the following terms carefully. If you do not agree to these terms, you should not use this Site. The terms “Colabrativ” or “us” or “we” or “our” all refer to Colabrativ, Inc., the owner of the Site. The term “you” refers to the user or viewer of this Site.

1. Acceptance of Agreement.

   BY USING THIS SITE, YOU AGREE TO THE TERMS AND CONDITIONS OUTLINED IN THIS AGREEMENT WITH RESPECT TO OUR SITE. THIS AGREEMENT CONSTITUTES THE ENTIRE AND ONLY AGREEMENT BETWEEN US AND YOU, AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS, REPRESENTATIONS, WARRANTIES AND UNDERSTANDINGS WITH RESPECT TO THE SITE, THE CONTENT, OR SERVICES PROVIDED ON OR THROUGH THE SITE, AND THE SUBJECT MATTER OF THIS AGREEMENT. WE MAY MAKE CHANGES TO THE SITE, CONTENT AND/OR SERVICES PROVIDED ON OR THROUGH THE SITE, OR TO THE TERMS OF THIS AGREEMENT, AT ANY TIME, AND WE WILL POST NOTICE OF THE CHANGES ON THE SITE. THE LATEST AGREEMENT WILL ALSO BE POSTED ON THE SITE, AND YOU SHOULD REVIEW THE UPDATED AGREEMENT PRIOR TO USING THE SITE AFTER NOTICE HAS BEEN POSTED. YOUR CONTINUED USE OF THE SITE AFTER THE NOTICE HAS BEEN POSTED MEANS THAT YOU AGREE TO THE NEW TERMS, EVEN IF YOU HAVE NOT REVIEWED THE UPDATED AGREEMENT. IF YOU DO NOT AGREE TO ANY CHANGES IN THE AGREEMENT, PLEASE TERMINATE YOUR REGISTRATION WITH THE SITE AND IMMEDIATELY DISCONTINUE YOUR USE OF THE SITE.

2. Copyright.

   The information, features and applications, including content, organization, graphics, images, logos, design, compilation, magnetic translation, digital conversion and other materials provided on and through the Site that are not Contributions (collectively, “Materials”) are protected under applicable copyrights, trademarks and other intellectual property and proprietary rights of us. The copying, redistribution, use, modification or publication by you of any Materials or any part of the Site, except as allowed by Section 4 below, is strictly prohibited. You do not acquire ownership rights to any Materials viewed on or through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials. Some of the content on the site is the copyrighted work of third parties.

3. Service Marks

   "Colabrativ, Inc.", “iExperiment”, “www.iExperiment.net”, “IES”, and “Integrated Experimental Systems” are our service marks or trademarks. Other trademarks, logos, product and company names on the Site are the property of their respective owners.

4. Limited License; Permitted Uses.

   We grant you a limited, personal, non-exclusive, non-transferable, revocable license (a) to access and use the Site strictly in accordance with this Agreement and solely for internal, personnel, or professional purposes; (b) to use and display the Materials solely for internal, personnel, or professional purposes and (c) to print out the Materials from the Site solely for internal, personal, or professional purposes and provided that you maintain all copyright and other proprietary notices contained therein. No print out or electronic version of any part of the Site or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances. This limited license and the rights granted hereunder will terminate automatically, without notice to you, if you breach any of the terms or conditions of this Agreement.

5. Restrictions and Prohibitions on Use.

   Your license for access and use of the Site and any Materials therein are subject to the following restrictions and prohibitions on use: You may not (a) republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or any Materials retrieved therefrom; (b) use the Site or any Materials obtained from the Site to develop, of as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (c) create compilations or derivative works of any Materials from the Site; (d) use any Materials from the Site in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third parties; (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Site or the Materials; (f) make any portion of the Site or Materials available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse engineer any Site software or use any network monitoring or discovery software to determine the Site architecture; (h) use the Site for the purpose of gathering information for or transmitting email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (i) export or re-export the Site or any portion thereof, or any software available on or through the Site, in violation of the export control laws or regulations of the United States.

6. Forms, Agreements & Documents.

   We may make available through the Site or through other Web sites sample and actual forms, checklists, business documents and legal documents (collectively, “Documents”). All Documents are provided on a non-exclusive license basis only for your personal or professional use, without any right to re-license, sublicense, distribute, assign or transfer such license. Documents are provided without any representations or warranties, express or implied, as to their suitability, legal effect, completeness, currentness, accuracy, and/or appropriateness. THE DOCUMENTS ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND WITH “ALL FAULTS”, AND WE AND ANY PROVIDER OF THE DOCUMENTS DISCLAIM ANY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. We make no guarantee that the Documents will be appropriate for your particular circumstances. Furthermore, state laws may require different or additional provisions to be legally enforceable. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions, as the Documents are only samples and may not be applicable to a particular situation. Some Documents are public domain forms or available from public records.

7. Contributions.

   You acknowledge that you are responsible for the text, files, images, photos, works of authorship, or any other materials, including, without limitation, experiment reports, that you submit, post or otherwise make available on the Site (each, a “Contribution”) through posting areas, profiles, or other services available in connection with the Site and the services available on the Site, and that you, and not us, have full responsibility for each Contribution that you make, including its legality, accuracy, appropriateness, and trademark and copyright ownership.

   You agree that we are free to use each Contribution on an unrestricted basis for any purpose, and you hereby grant to us a non-exclusive, perpetual, worldwide, irrevocable, fully paid up, royalty-free, sublicensable (with the right to sublicense through multiple tiers of licensees) license (in any media, whether known or not currently known and invented) to link to, use, reproduce, create derivative works from, syndicate, license, print, sublicense, distribute, transmit, broadcast, and otherwise communicate, publicly display and publicly perform the Contributions, or any portion thereof, without notice, payment of any kind to you or any third party, subject to us providing attribution of your Contribution in the form specified by you during the submission process for the Contribution, if any. You hereby waive, and agree not to assert against us any moral or similar rights you may have in the Contributions.

   You also hereby grant all other users of the Site and services offered through the Site the right to link to, use, copy, publicly display, publicly perform, create derivative works from, and otherwise communicate and distribute your Contributions in the manner authorized by you in the submission process as described below without further notice or payment to you, subject to the users providing attribution of your Contribution.

   When submitting a Contribution to the Site, you will have the ability to select one of the following options with respect to each Contribution: (i) not to share your Contribution with other users of the Site and services offered through the Site or (ii) to share your Contribution with other users of the Site and services offered through the Site under the license granted above. If you specify a manner of attribution (but not in any way that suggests that you endorse the user’s use of the Contribution) when posting your Contribution, users of your Contribution will be asked to attribute the Contribution to you in such specified manner; provided, however, we cannot guarantee that the user will provide such attribution in any and/or every instance of the use of your Contribution. You acknowledge and agree that we will have no responsibility to enforce, and no liability for a user’s failure to provide, the attribution of a Contribution in the manner specified by you. If you opt to include attribution in your Contribution, you hereby grant us a non-exclusive, perpetual, irrevocable right to use your name, username and/or the name of the institution, firm or company with whom you are affiliated for the purposes of attributing the source of the Contribution in connection with our exercising the rights granted by you above. You represent and warrant that the use of your name, username and/or the name of the institution, firm or company with whom you are affiliated in connection with the Contributions will not violate the right of any person or entity and will not cause us to incur any liability to any person or entity, including, without limitation, for payment of any fees. You hereby waive all rights and release and discharge us from, and shall neither sue nor bring any proceeding against any person or entity for, any claims, losses, demands, damages, liability, costs and expenses, including reasonable attorneys’ fees, at law or in equity, whether for libel, violation of right of privacy or right of publicity, infringement of copyright, or any other claim that you may now have or may hereafter have by reason of the use of your name and/or username in connection with the Contributions, or the alleged breach or actual breach of any representation or warranty you have made herein with respect to your name, username and/or the name of the institution, firm or company with whom you are affiliated. If you are submitting a Contribution that is owned by the institution, firm or company with whom you are affiliated, you represent, warrant and covenant that you have the authority to enter into this Agreement on behalf of such institution, firm or company and that you have obtained all necessary licenses, permissions, authorizations or any other consents necessary to grant the rights to us as specified in this Agreement, including, without limitation, the licenses to the Contributions and name of the institution, firm or company with whom you are affiliated as set forth above.

   In addition, if you use a Contribution on the Site that specifies that it should be attributed to a specific person or entity, you agree that your use of such Contribution is conditioned upon your including that attribution notice and/or acknowledgment, subject to the terms and conditions of these Terms.

   You agree that any Contribution provided by you in connection with this Site or the services available on or through the Site is provided on a non-proprietary and non-confidential basis. Contributions will be generally accessible by other users of the Site and the services available on or through the Site, so be sure that any information you post on any area of the Site is information that you are comfortable with sharing with others.

   YOU OR THE INSTITUTION, FIRM OR COMPANY WITH WHOM YOU ARE AFFILIATED RETAIN OWNERSHIP OF ANY COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO ANY CONTRIBUTIONS YOU SUBMIT TO THE SITE OR THE SERVICES AVAILABLE ON OR THROUGH THE SITE. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Contributions that you make. You represent and warrant that you have the right, and have obtained all necessary licenses, permissions, authorizations or any other consents necessary, to grant the licenses to us and users of the Site and services available on or through the Site set forth in this section. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Contributions posted by you to or through this Site or the services available on or through the Site.

8. Posting Etiquette.

   We require that you respect our online community as well as other individuals participating on our Site. Your conduct should be guided by common sense and basic etiquette. To further these common goals, when posting Contributions or any other content or information, including, without limitation, comments, blogs and/or feedback, to or otherwise using this Site and/or the services available on or through the Site, you agree not to, without limitation:

   • Post off-topic messages.

   • Defame, abuse, harass, stalk, threaten, or otherwise violate the privacy, publicity, trademark, copyright, contract or other legal rights of any person or entity.

   • Transmit or otherwise make available any content that is false, harmful, threatening, abusive, tortious, defamatory, libelous, disparaging (including disparaging of us), vulgar, obscene, pornographic, or that promotes, furthers or incites violence, terrorism or illegal acts, or is otherwise objectionable (as determined by us in our sole discretion).

   • Use racially, ethnically, or offensive language.

   • Impersonate or represent us, our staff or other industry professionals.

   • Solicit a user's password or other account information.

   • Harvest user names, addresses, e-mail addresses or any other information in an unauthorized manner for any purpose other than use in your interactions on this Site.

   • Use explicit/obscene language or solicit/post sexually explicit images.

   • Disrupt the flow of chat in any manner, including without limitation, vulgar language or abusiveness.

   • Post anything that exploits children or minors or that depicts cruelty to animals.

   • Post any materials protected by copyright, trademark or any other proprietary right owned by a third party without the express permission from the owner of such right.

   • Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation in any manner.

   • Post telephone numbers, street addresses or last names.

   • Upload or transmit viruses, Trojan horses or other harmful, disruptive or destructive files or post material that interferes with any third party's uninterrupted use and enjoyment of the Site.

   This list of prohibitions provides examples and is not complete or exclusive. We reserve the right to (a) terminate your access to your account, your ability to post to this Site (or the services available on or through the Site) and (b) refuse, delete or remove, move or edit the content, in whole or in part, of any Contributions or any other content or information, including, without limitation, comments, blogs and/or feedback, that you post or submit to the Site; with or without cause and with or without notice, for any reason or no reason, or for any action that we determine is inappropriate or disruptive to this Site or to any other user of this Site and/or services available on or through the Site. We reserve the right to restrict the number of e-mails or other messages which you are allowed to send to other users to a number that we deem appropriate in our sole discretion. We may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at our discretion, We will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet. We does not and cannot review every Contribution posted to the Site. These prohibitions do not require us to monitor, police or remove any Contributions or other information submitted by you or any other user.

   If you find any obscene, pornographic or profane content on the Site, you can notify us at: notify@colabrativ.com. For notices for infringing or allegedly infringing content on the Site, please submit notice to our Copyright Agent in accordance with the notice requirements set forth in Section 25 below.

9. No Legal Advice or Attorney-Client Relationship.

   Information contained on or made available through the Site is not intended to, and does not, constitute legal advice, recommendations, mediation or counseling under any circumstance and no attorney-client relationship is formed. We do not warrant or guarantee the accurateness, completeness, adequacy or currency of the information contained in or linked to the Site or the services available on or through the Site. Your use of information or resources on the Site or materials linked to the Site, including, without limitation, Documents, is entirely at your own risk. We are not a law firm and the Site is not a lawyer referral service. You should not rely on any information or resources contained on the Site, including, without limitation, the Documents, as a replacement or substitute for any professional, financial, legal or other advice or counsel. Do not disregard, avoid or delay obtaining professional advice from a qualified specialist because of information or resources that are provided on this Site.

10. Linking to the Site.

    You may provide links to the Site, provided (a) that you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Site, (b) your site does not engage in illegal or pornographic activities or any other conduct that is prohibited by the “Posting Etiquette” section of this Agreement, and (c) you discontinue providing links to the Site immediately upon request by us.

11. Advertisers and Sponsors.

    The Site may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Site is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser’s or sponsor’s materials.

12. Registration.

    We require you to register for an account if you would like to submit Contributions to the Site. If your register for an account, you agree to provide us with accurate, complete registration information. Your registration must be done using your real name and accurate information. You agree that you will not misrepresent yourself or represent your self as another user of the Site and/or the services offered through the Site. Each registration is for your personal use only and not on behalf of any other person or entity. We do not permit (a) any other person using the registered sections under your name; or (b) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use and for maintaining the confidentiality of your password, username and account. You agree to immediately notify us if your password is lost, stolen, or disclosed to an unauthorized third party or otherwise may have been compromised. You are responsible for all activities that occur under your account.

13. Errors, Corrections and Changes.

    WE DO NOT REPRESENT OR WARRANT THAT THE SITE WILL BE ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION AVAILABLE ON OR THROUGH THE SITE WILL BE CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE. We may make changes to the features, functionality or content of the Site at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site, including, without limitation, any Materials and/or Contributions.

14. Third Party Content.

    Certain information and content that are not Contributions may be provided by third-party licensors to us (“Third Party Content”). Third Party Content that appears on the Site is accessible via links from the Site, and the Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. We are not responsible for, and assume no liability for, any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content contained in the Third Party Content on the Site. You understand that the information and opinions in the third party content represent solely the thoughts of the author and is neither endorsed by nor does it necessarily reflect our belief. WE DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

15. Links to other Web Sites.

    The Site contains links to other Web sites that are not websites owned or controlled by us (“Third Party Web Sites”). These links are provided solely as a convenience by us and members of the scientific community to you and are not endorsements of any products or services in or on such Third Party Web Sites. We do not verify, make any representations or take responsibility for such linked Third-Party Web Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, opinions expressed, links displayed or activities conducted on such Third-Party Web Sites. The Third Party Web Sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked to Third Party Web Sites on our Site does not imply approval or endorsement of the linked Third Party Web Sites by us. The Third Party Web Sites have different privacy policies and terms and conditions and business practices than ours. If you decide to leave our Site and access any Third Party Web Site, you do so at your own risk.

    WE ARE NOT RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, RESOURCES OR CONTENT AVAILABLE THROUGH ANY THIRD PARTY WEB SITES AND/OR THIRD PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT, ADVERTISING OR BUSINESS PRACTICES OF ANY THIRD PARTY.

16. Unlawful Activity.

    We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

17. Indemnification.

    Contributions and unauthorized use of any Materials or Third Party Content contained on this Site may violate certain laws and regulations. You agree to defend, indemnify and hold us and our partners, licensors, agents, officers, directors, employees, subcontractors, successors and assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim, expense, cost, damage (including reasonable attorneys’ fees) that we or any other Affiliated Party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of this Site or the use of this Site by any person using your user name and/or password (including without limitation, your participation in the posting areas) or your Contributions violate: (i) any applicable local, state, federal or international law, rule or regulation, (ii) the intellectual property or any other rights of a third party or (iii) any term of this Agreement.

18. Warranty Disclaimer.

    THE INFORMATION, CONTENT, MATERIALS, CONTRIBUTIONS AND THIRD PARTY CONTENT AVAILABLE ON THE SITE AND/OR SERVICES AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED “AS-IS,” “AS AVAILABLE,” WITH “ALL FAULTS”, AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR ANY INFORMATION, CONTENT, MATERIALS, CONTRIBUTIONS AND/OR THIRD PARTY CONTENT AVAILABLE ON THE SITE AND/OR SERVICES AVAILABLE ON OR THROUGH THE SITE, OR FOR YOUR USE OR INABILITY TO USE ANY OF THE FOREGOING. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY, ADEQUACY, RELIABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR APPLICABILITY OF THE MATERIALS, CONTRIBUTIONS, THIRD PARTY CONTENT AND/OR ANY OTHER INFORMATION OR CONTENT AVAILABLE ON THE SITE AND/OR SERVICES AVAILABLE ON OR THROUGH THE SITE TO A PARTICULAR SITUATION.

    OUR SITE CONTAINS NUMEROUS ELECTRONIC FILE ATTACHMENTS AND FIGURE IMAGES CONTRIBUTED BY USERS OF THE SITE AND SERVICES AVAILABLE ON OR THROUGH THE SITE THAT MAY CONTAIN VIRUSES OR MALWARE. ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES AND/OR MALWARE CONTAINED WITHIN THE ELECTRONIC FILES OF THIS SITE ARE DISCLAIMED.

19. Limitation of Liability.

    1. IN NO EVENT SHALL WE OR ANY AFFILIATE PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, OF ANY KIND RESULTING IN ANY WAY FROM (A) THIS AGREEMENT, (B) ANY ERRORS IN OR OMISSIONS FROM THE SITE OR ANY SERVICES OR PRODUCTS OBTAINABLE THEREFROM, (C) THE UNAVAILABILITY OR INTERRUPTION OF THE SITE OR ANY FEATURES THEREOF, (D) YOUR USE OF THE SITE, (E) THE CONTENT CONTAINED ON THE SITE, AND/OR (F) ANY DELAY OR FAILURE IN PERFORMANCE BEYOND THE CONTROL OF A COVERED PARTY.

    2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF US AND THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE, INFORMATION, CONTENT, MATERIALS, CONTRIBUTIONS AND/OR SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED $100, AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY.

20. Feedback.

    To the extent that you provide us with any with any remarks, suggestions, ideas, information, feedback or other information concerning the Site, services available on or through the Site and/or Materials on the Site, including, without limitation, through e-mails, voicemails and/or postings (collectively, “Feedback”), the Feedback will forever be our sole and exclusive property. You agree to assign and hereby assign to us all right, title and interest worldwide in and to the Feedback, and all related intellectual property rights, and you agree to assist us in perfecting and enforcing such rights. We will not be required to treat any Feedback as confidential. Please be sure that any information you include in any Feedback is information that you are comfortable with sharing with others. We will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any exploitation or disclosure of Feedback or any similarities that may appear in our future products, services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to the Feedback of every kind and nature everywhere. We will be entitled to use the Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Feedback. You acknowledge that you are responsible for whatever Feedback you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

21. Third-Party Services.

    We allow our contributors link to third-party product or service providers (“Merchants”) from which you may purchase certain goods or services. You understand that we do not operate or control or endorse the products or services offered by Merchants. We are not a party to the transactions entered into between you and Merchants. You agree that use of or purchase from such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.

22. Third-Party Merchant Policies.

    All rules, policies (including privacy policies and terms of service) and operating procedures of Merchants will govern your use of any Merchant sites. We are not responsible for any products, services and/or information provided by you to Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.

23. Privacy Policy

    Your use of the Site is governed by our Privacy Policy, which is available at http://www.colabrativ.com/Privacy.html (the “Privacy Policy”). Our Privacy Policy, as modified from time to time, is a part of this Agreement.

24. Securities Laws.

    The Site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives (particularly with respect to product and service offerings), that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our Site, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends,” “will” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.

25. Copyright and Trademark Infringements and Designated Agent.

    We respect the intellectual property of others, and we ask you to do the same. We may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide our Copyright Agent the following information:

    1. An electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

    2. A description of the copyrighted and/or trademarked work that you claim has been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site;

    3. A description of where the material that you claim is infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit us to locate the material on the Site;

    4. Information reasonably sufficient to permit us to contact you as the complaining party, such your address, telephone number and email address;

    5. A statement by you that you have a good faith belief that that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law; and

    6. A statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    Our Copyright Agent for notice of claims of copyright or trademark infringement on the Site can be reached as follows:

    By mail: Marc Whitlow, 3675 May Road, El Sobrante, CA 94803

    By phone: (510) 375-7929

    By e mail: copyrights@colabrativ.com

    Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

    Only the intellectual property rights owner may report potentially infringing items through our reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in this Agreement.

26. Information and Press Releases.

    The Site may contain information and press releases about us. We disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise should not be relied upon as being provided or endorsed by us.

27. Legal Compliance.

    You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and the Materials, Documents, Contributions, Third Party Content and any other services, information, content and resources provided therein.

28. Local Laws; Export Control.

    We control and operate this Site from our headquarters in the United States of America and the Materials, Documents, Contributions, Third Party Content and other information or materials provided on or through the Site may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, you are responsible for following applicable local laws.

29. Termination.

    We prefer to advise you of your inappropriate behavior and recommend any necessary corrective action. However, certain violations of this Agreement, as determined by us, will result in termination of your access to the Site or services provided on or through the Site. We have the right to immediately terminate any password-restricted account for any reason at any time.

30. Miscellaneous.

    This Agreement shall be treated as though it were executed and performed in San Francisco, California, and shall be governed by and construed in accordance with the laws of the State of California (without regard to conflict of law principles). Any cause of action by you with respect to the Site (and/or any Materials, Contributions, Third Party Content and any other services, information, content and resources provided in or through the Site) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the warranty disclaimers and limitations of liability set forth in this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. You may not assign this Agreement or any rights hereunder to any third party without the prior written consent of us. You agree that this Agreement, and all rights granted hereunder, may be assigned by us without your prior written consent to a third party in connection with an acquisition, merger or sale of all or substantially all of the assets to which this Agreement relates. Should any part of this Agreement be held invalid or unenforceable under applicable law, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. This Agreement, and any other documents referenced herein, are the entire agreement between you and us and supersede all prior or contemporaneous negotiations, discussion, communications or agreements between you and us about the Site and any information, materials or resources contained in or provided on or through the Site. The proprietary rights, disclaimer of warranties, indemnities, limitation of liability, limitation on damages, locals law; export control provision, arbitration provision and miscellaneous provisions shall survive any termination of this Agreement.

31. Arbitration.

    Any disputes (including, without limitation) any dispute about the scope of this arbitration agreement and including all questions about the types of disputes that are subject to this arbitration agreement), controversy or claim arising out of or relating to this Agreement or our Site or services available on or through the Site, excluding actions taken by us to collect or recover damages for, or obtain any injunction relating to, Site operations and/or violations of our intellectual property rights, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of JAMS. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Francisco, California, and the arbitrator’s decision will be final and binding on you. Either you or us may seek any interim or preliminary relief from a court of competent jurisdiction in San Francisco, California necessary to protect the rights or property of you and us pending the completion of arbitration. Further, in any arbitration proceeding, (i) there shall be no award of punitive, exemplary, incidental or consequential or other special damages, (ii) all damages claims and awards will be governed by the provisions of the laws of California, and (iii) the parties will conduct the arbitration confidentially and expeditiously and will pay their own costs and expenses of arbitration, including their own attorneys’ fees. The proceeding and the decision shall be kept confidential by the parties. The arbitration award may be enforced in any court having jurisdiction over the parties and the subject matter of the arbitration.