1. General.

A. "Ideas2sell.com is an interactive on-line service operated by Ideas2sell.com on the Worldwide Web of the Internet, consisting of content provided by users  and other information provided by Ideas2sell.com or third parties (the "Web Site"). The purpose of the site is to bring together those people and companies who have ideas which they wish to sell and those people and companies looking to acquire ideas.
B. This Agreement sets forth the terms and conditions (the "Terms and Conditions") for use of the Web Site by all persons or entities (Users(s)"). By accessing or using the Web Site in any way, User agrees to comply with all of the Terms and Conditions. The right to use Ideas2sell.com is personal to the User and is not transferable to any other person or entity. Any and all Users are responsible for ensuring that all use of such User's account complies with the Terms and Conditions. User shall be responsible for protecting the confidentiality of their password(s), if any.
C. Ideas2sell.com shall have the right at any time to change or discontinue any aspect or feature of the Web Site. Additionally, Ideas2sell.com may, at any time, revoke a User's access to the Web Site.

2. Confidentiality. Communications between Ideas2sell.com and the Users (either "Idea Sellers" or "Idea Buyers") via the Web Site are not and should not be of a confidential nature. Accordingly, any communication that a User wishes to remain confidential should not be communicated through the Web Site. Please seek the advice of a professional regarding the potential effect on your rights caused by posting your information on the Web Site.

3. Selling and buying Ideas.

A. Selling - People and companies with ideas they wish to sell can use ideas2sell.com by choosing a category from those available that best fits the idea, selecting the present state of development from the choices available, including up to 250 characters (25 to 30 words) of copy describing the benefits of their idea (without giving enough information to reveal the idea), and paying an annual fee of $19.95 for the service. The Seller will notify ideas2sell.com once a sale has been completed or the idea is no longer available, so that the database may be kept current and available. No partial refunds are made if the listing is removed prior to the end of the year.
B. Buying - People and companies wishing to buy ideas can scan the categories to find those of interest, read the benefit statements of those listed, review the present state of development of each, and if interested in entering into an initial discussion with the seller, pay a $19.95 fee to access the contact's name, address and phone number information.

4. Conditions for Use of the Web Site.

A. User shall use the Web Site for lawful purposes only. User shall not post and/or transmit through the Web Site any material which violates or infringes upon the rights of others. User shall not post anything containing advertising or any solicitation with respect to products or services without the prior written approval of Ideas2sell.com. Any posting by a User that in the sole discretion of Ideas2sell.com restricts or inhibits any other User from using or enjoying the Web Site will not be permitted.
B. The Web Site contains copyrighted material, trademarks and other proprietary information, including but not limited to, text, graphics, sound, digital photographs, videos, music and software. Ideas2sell.com owns a copyright in the selection, coordination, arrangement enhancement of such content, as well as in the content original to it. Additionally, the entire contents of the Web Site are copyrighted as a collective work under the United States copyright laws. User shall not modify, publish, transmit, create derivative works, or in any way exploit, any of the contents of the Web Site. User may, however, download copyrighted material only for User's personal use. Copying, redistribution, retransmission, publication or commercial exploitation of downloaded material is prohibited without the prior written permission of Ideas2sell.com and copyright owner. If such copying, redistribution or publication of copyrighted material is permitted, no changes in or deletions of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material.
C. User shall not upload, post or otherwise make available on the Web Site any materials protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. The burden of determining that any material is not protected by copyright is solely the User's. A User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such submission. By posting material on the Web Site, User automatically grants, or warrants that the owner of such material has expressly granted Ideas2sell.com the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such materials (in whole or in part) worldwide and/or to incorporate it in other works in any form now known or subsequently developed. Use also permits any other Users to access, view, sore or reproduce the material pursuant to these Terms and Conditions.
D. The provisions of this section are for the benefit of Ideas2sell.com, its subsidiaries, affiliates and third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.

5. Disclaimer of Warranty: Limitation of Liability.

A. USER EXPRESSLY AGREES THAT THE USE OF THE WEB SITE IS AT USER'S SOLE RISK. NEITHER IDEAS2SELL.COM, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEB SITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, AND/OR MERCHANDISE PROVIDED THROUGH THE WEB SITE.
B. ALL DATA AVAILABLE THROUGH THE WEB SITE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BU NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
C. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. USER SPECIFICALLY ACKNOWLEDGES THAT IDEAS2SELL.COM IS NOT LIABLE FOR ANY DEFAMATORY OFFENSE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE ABOVE IS SOLELY THE USER'S.
D. IN NO EVENT WILL IDEAS2SELL.COM, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE WEB SITE, BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF USE OR INABILITY TO USE THE WEB SITE. USER ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE WEB SITE.
E. IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER IDEAS2SELL.COM, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PROVIDERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY DISCLOSURES OF CONFIDENTIAL INFORMATION, ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS (INCLUDING UNTIMELINESS OR AUTHENTICITY) OF THE INFORMATION CONTAINED WITHIN THE WEB SITE, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THERE FROM. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR ON SEQUENTIAL DAMAGES.

6. Monitoring. Ideas2sell.com shall have the right, but not the obligation, to monitor the content of the Web Site to determine compliance with these Terms and Conditions and any operating rules established by Ideas2sell.com. Ideas2sell.com shall have the right, in its sole discretion, to edit, refuse to post or remove any materials submitted to or posted on the Web Site. The above notwithstanding, Ideas2sell.com shall have the right to remove any material that Ideas2sell.com, in its sole discretion, finds to be in violations of these Terms and Conditions.

7. Indemnification. User agrees to defend, indemnify and hold harmless Ideas2sell.com, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of the Web Site by User.

8. Termination. Ideas2sell.com shall have the right to immediately terminate User's access to the Web Site for any conduct by User which Ideas2sell.com, in its sole discretion, considers to be unacceptable, or the event of any breach by the User of the Terms and conditions. The terms, conditions and obligations set forth in sections 4(B), 4(C), 4(D), 5, 7 and 9 shall survive termination of this Agreement.

9. Trademarks. LET THE WORLD BE YOUR R&D DEPARTMENT, GOT AN IDEA?, WHAT'S AN IDEA WORTH?, TRY YOUR FIRST ONE ON US!, and each of our logos are trademarks of Ideas2sell.com. All rights reserved. All other trademarks appearing on the Web Site are property of their respective owners.

10. Third-Party Content. Ideas2seall.com is solely a distributor of content supplied by third-parties and Users. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third-parties, including information providers, Users or any other party, are those of the respective author(s) or distributor(s) and not of Ideas2sell.com. NEITHER IDEAS2SELL.COM NOR ANY THIRD-PARTY PROVIDER OF INFORMATION GUARANTEES THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY CONTENT, NOR ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

The same content available on the Web Site represents the opinions and judgments of the respective information provider or Users, Ideas2sell.com neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on the Web Site by anyone other than authorized Ideas2sell.com employee spokespersons while acting in their official capacities. Under no circumstances will Ideas2sell.com be liable for any loss or damage caused by the User's reliance on information obtained through the Web Site. It is the responsibility of the User to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Web Site. Please seek the advice of professionals, as appropriate, regarding the evaluation of specific information, opinion, advice or other content.


11. Changed Terms. At any time, Ideas2sell.com may change or modify the terms and conditions applicable to use of the Web Site, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon posting on the Web Site. Any use of the Web Site by User after such notice shall be deemed to constitute acceptance by User of such changed terms, modifications or additions.

12. Miscellaneous.

A. These Terms and Conditions and any operating rules fro the Web Site established by Ideas2sell.com constitute the entire agreement of the parties and shall supercede all previous written or oral agreements between the parties.
B. These terms and conditions shall be construed in accordance with the laws of the State of New Jersey.
C. A waiver by either part of any breach or default hereunder shall not be deemed to be a waiver of any proceeding or subsequent breach or default.
D. The section headings used herein are for convenience only and shall not be given any legal meaning.