Incipi Terms of Use Agreement

Incipi is an online collaboration social network that provides a platform for Members who are working professionals or who are entering a professional field to connect with other Members in a professional environment.  Members may choose to utilize this network by creating a profile, posting a video resume, networking and sharing ideas with Member colleagues or simply managing their business interests.  The services offered by Incipi ("Incipi" or "we") include the Incipi website (the "Incipi Website") and any other features, content, or applications offered from time to time by Incipi in connection with the Incipi Website (collectively, the "Incipi Services"). The Incipi Services are hosted in the U.S.

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the Incipi Services. By using the Incipi Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Incipi Website) or you are a "Member" (which means that you have registered with Incipi). The term "User" refers to a Visitor or a Member. You are only authorized to use the Incipi Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the Incipi Website and discontinue use of the Incipi Services immediately. If you wish to become a Member, communicate with other Members and make use of the Incipi Services, you must read this Agreement and indicate your acceptance during the Registration process.

This Agreement sets forth Incipi's policy for acceptable use of the Incipi Services and content posted on the Incipi Website, your rights, obligations and restrictions regarding your use of the Incipi Services and Incipi's Privacy Policy. In order to participate in certain Incipi Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Incipi Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. You may receive a copy of this Agreement by emailing us at: admin@incipi.com, Subject: Terms of Use Agreement.

Incipi reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the Incipi Services at any time, for any or no reason, with or without prior notice, and without liability.  Incipi expressly reserves the right to remove your profile and/or restrict, suspend, or terminate your access to any part of Incipi Services if it determines, in its sole discretion, that you pose a threat to Incipi and/or its Users.

Your Incipi profile may not include the following items: any photographs or videos containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other Incipi Members (for instance, in their Profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and Incipi assumes no responsibility or liability for this material. If you become aware of misuse of the Incipi Services by any person, please contact Incipi at: admin@incipi.com.

Incipi may modify this Agreement from time to time and such modification shall be effective upon posting by Incipi on the Incipi Website. You agree to be bound to any changes to this Agreement when you use the Incipi Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

         1.      Eligibility. Use of and Membership in the Incipi Services is void where prohibited. By using the Incipi Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Incipi Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 18 years of age.

         2.      Term. This Agreement shall remain in full force and effect for the entirety of your use of the Incipi Services. You may terminate your Membership at any time, for any reason, by following the instructions on the Member's Account Settings page. Incipi may terminate your Membership at any time, without warning and for any reason. This Agreement shall remain in effect after its termination.

         3.      Password.  You agree to create a password when you sign up to become a Member. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify Incipi immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account. Incipi assumes no responsibility or liability for any unauthorized use of your account, including but, not limited to, identity theft, by a third party.

         4.      Proprietary Rights in Content.

                 a)      Incipi does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, "Content") that you post to the Incipi Services. After posting your Content to the Incipi Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By displaying or publishing ("posting") any Content on or through the Incipi Services, you hereby grant to Incipi a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the Incipi Services.

                 The license you grant to Incipi is non-exclusive (meaning you are free to license your Content to anyone else in addition to Incipi), fully-paid and royalty-free (meaning that Incipi is not required to pay you for the use on the Incipi Services of the Content that you post), sub-licensable (so that Incipi is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the Incipi Services), and worldwide (because the Internet and the Incipi Services are global in reach). This license will terminate at the time you remove your Content from the Incipi Services. The license does not grant Incipi the right to sell your Content, nor does the license grant Incipi the right to distribute your Content outside of the Incipi Services.

                 (b)    You represent and warrant that: (i) you own the Content posted by you on or through the Incipi Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the Incipi Services does not violate the privacy rights, publicity rights, copyrights, trademarks, trade secrets, patents and/or contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Incipi Services.

                 (c)     The Incipi Services contain Content of Incipi ("Incipi Content"). Incipi Content is protected by copyright, trademark, patent, trade secret and other laws, and Incipi owns and retains all rights in the Incipi Content and the Incipi Services. Incipi hereby grants you a limited, revocable, non-sublicensable license to reproduce and display the Incipi Content (excluding any software code) solely for your personal use in connection with viewing the Incipi Website and using the Incipi Services.

                 (d)    The Incipi Services contain Content of Users and other Incipi licensors. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Incipi Services.

         5.      Content Posted.

                 (a)    Incipi may delete any Content that in the sole judgment of Incipi violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. Incipi assumes no responsibility for monitoring the Incipi Services for inappropriate Content or conduct. If at any time Incipi chooses, in its sole discretion, to monitor the Incipi Services, Incipi nonetheless assumes no responsibility for any Content, no obligation to modify, remove or monitor any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.

                 (b)    You are solely responsible for the Content that you post on or through any of the Incipi Services, and any material or information that you transmit to other Members and for your interactions with other Users. Incipi does not endorse and has no control over the Content. Content is not necessarily reviewed by Incipi prior to posting and does not necessarily reflect the opinions or policies of Incipi. Incipi makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members.

         6.      Copyright Policy. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Incipi to terminate Membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of proper notification to Incipi by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Incipi Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Incipi Services; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Incipi's Copyright Agent for notice of claims of copyright infringement can be reached as follows: Copyright Agent, Incipi Technology, LLC,P.O. Box ##, Ann Arbor, MI 48103; or at email: admin@incipi.com.

         7.      Fees. You acknowledge that Incipi reserves the right to charge for the Incipi Services and to change its fees from time to time in its sole discretion. If Incipi terminates your Membership, you shall not be entitled to the refund of any unused portion of subscription fees.

         8.      Content/Activity Prohibited. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the Incipi Services. Incipi reserves the right to investigate and take appropriate legal action against anyone who, in Incipi's sole discretion, violates this provision, including without limitation, removing the offending communication from the Incipi Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of Incipi:

                 (a)    is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

                 (b)    harasses or advocates harassment of another person;

                 (c)     exploits people in a sexual or violent manner;

                 (d)    contains nudity, violence, or offensive subject matter or contains a link to an adult website;

                 (e)    promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

                 (f)     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;

                 (g)    involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";

                 (h)    contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

                 (i)     furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;

                 (j)     solicits passwords or personal identifying information for unlawful purposes from other Users;

                 (k)    involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;

                 (l)     includes a photograph of another person that you have posted without that person's consent; or

                 (m)   uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile.

        The following is a partial list of the kind of activity that is illegal or prohibited on the Incipi Website and through your use of the Incipi Services. Incipi reserves the right to investigate and take appropriate legal action against anyone who, in Incipi's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

                 (a)    criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;

                 (b)    you may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the Incipi Services 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, Incipi 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 Incipi deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the Incipi Services, you acknowledge that you will have caused substantial harm to Incipi, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Incipi $50 for each such unsolicited email or other unsolicited communication you send through the Incipi Services;

                 (c)     covering or obscuring the banner advertisements on your personal profile page, or any Incipi page via HTML/CSS or any other means;

                 (d)    any automated use of the system, such as using scripts to send messages;

                 (e)    interfering with, disrupting, or creating an undue burden on the Incipi Services or the networks or services connected to the Incipi Services;

                 (f)     attempting to impersonate another Member or person;

                 (g)    using the account, username, or password of another Member at any time;

                 (h)    selling or otherwise transferring your profile;

                 (i)     using any information obtained from the Incipi Services in order to harass, abuse, or harm another person; or

                 (j)     using the Incipi Services in a manner inconsistent with any and all applicable laws and regulations.

         9.      Member Disputes. You are solely responsible for your interactions with other Incipi Members. Incipi reserves the right, but has no obligation, to monitor disputes between you and other Members.

         10.    Privacy. Use of the Incipi Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

         11.    Disclaimers. Incipi is not responsible for any incorrect or inaccurate Content posted on the Incipi Website or in connection with the Incipi Services, whether caused by Users of the Incipi Services or by any of the equipment or programming associated with or utilized in the Incipi Services. Profiles created and posted by Members on the Incipi Website may contain links to other websites. Incipi is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by Incipi. Inclusion of any linked website on the Incipi Services does not imply approval or endorsement of the linked website by Incipi. When you access these third-party sites, you do so at your own risk. Incipi takes no responsibility for third party advertisements which are posted on this Incipi Website or through the Incipi Services, nor does it take any responsibility for the goods or services provided by its advertisers. Incipi is not responsible for the conduct, whether online or offline, of any User of the Incipi Services. Incipi 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, any User or Member communication. Incipi 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 any email or players due to technical problems or traffic congestion on the Internet or on any of the Incipi Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Incipi Services. Under no circumstances shall Incipi be responsible for any loss or damage, including personal injury or death, resulting from use of the Incipi Services, attendance at a Incipi event, from any Content posted on or through the Incipi Services, or from the conduct of any Users of the Incipi Services, whether online or offline. The Incipi Services are provided "AS-IS" and as available and Incipi expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Incipi cannot guarantee and does not promise any specific results from use of the Incipi Services.

         12.    Disputes. If there is any dispute about or involving the Incipi Services, you agree that the dispute shall be governed by the laws of the State of California, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of California, City of Los Angeles. Either Incipi or you may demand that any dispute between Incipi and you about or involving the Incipi Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Los Angeles, California, USA, provided that the foregoing shall not prevent Incipi from seeking injunctive relief in a court of competent jurisdiction.

         13.    Limitation on Liability. IN NO EVENT SHALL INCIPI BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF INCIPI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, INCIPI'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 INCIPI FOR THE INCIPI SERVICES DURING THE TERM OF MEMBERSHIP.

         14.    Indemnity. You agree to indemnify and hold Incipi, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Incipi Services 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 and/or if any Content that you post on the Incipi Website or through the Incipi Services causes Incipi to be liable to another.

         15.    U.S. Export Controls. Software available in connection with the Incipi Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the Incipi Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

         16.    Other. This Agreement is accepted upon your use of the Incipi Website or any of the Incipi Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Incipi regarding the use of the Incipi Services. The failure of Incipi to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Incipi is a trademark of Incipi Technology, LLC. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: Contact Incipi with any questions regarding this Agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.