By validly indicating your acceptance of the following
governing terms and conditions (“Agreement”), you
have entered a binding agreement with Cyrospace Inc.
Governing Terms and Conditions
The following definitions apply throughout this Agreement.
A. "Confidential Information" means a Party's data
including – but not limited to – information concerning
Services (as defined below) and other users of the Services.
B. “Cyrospace” means Cyrospace Inc and its affiliates.
C. "Database" means Cyrospace’s database.
D. "Force Majeure" means any act of God, fire, natural
disaster, accident, act of government, or any other act that
is beyond either Party's reasonable control.
E. “Party” – whether singular or plural –
means as applicable You or Cyrospace.
F. “Services” means any services that Cyrospace
provides via its Site (as defined below).
G. “Site” means www.Cyrospace.com or any later-designated
web site that Cyrospace administers as its principal web address.
H. "Technology Challenge" means a description in Cyrospace's
proprietary format describing your need for a certain technological
I. "Technology Solution” means a description in Cyrospace’s
proprietary format describing your (as defined below) single
proprietary technology or set of related technologies available
for sale, license or other transfer and that:
1. is protected by patents, copyrights, trade secrets, other
intellectual property rights, or
2. contains intellectual assets and/or know-how of yours otherwise.
I. "Total Value Received" includes all cash and any
other non-cash value received for use of your technology including,
without limitation, licensing, assignment, sale, joint venture,
cross-licensing, product sale, development, equity or exchange
J. "You," “yourself,” “your,”
“yours” or "member" refers to any person
or entity registering to use the Services.
II. Site Use.
A. General Registration. To use the Site, You must register
as a member. If a member is a corporation or entity other than
an individual person, You represent that:
1. the person completing the registration information is an
authorized representative of the member;
2. the information regarding the member is accurate; and
3. corporate or other institutional authority exists in the
person signing the attached Proposal and completing the registration
to bind the member to under these provisions.
B. Group Use.
1. Administrators. If You have chosen to have group access to
the Services, You must designate each authorized administrator
having authority to release information for publication and
act on behalf of the member. Cyrospace is entitled to rely on
instructions from each designated administrator.
2. Information. As part of the registration process, You must
select a password and a login name. Your registration information
at all times must correctly represent your professional affiliation,
experience, qualifications, and ability to transact business.
3. Identities. You must maintain each applicable password’s
confidentiality. You must notify Cyrospace via e-mail at <email@example.com>
of any unauthorized use of your account or breach of security,
including loss, theft, or unauthorized disclosure of your password
or credit card information. You must not:
a. use a login name of another entity or person;
b. disclose or share your password to any third party; or
c. use your password for any unauthorized purpose.
C. Submission of Technology Solutions/Challenges. To obtain
from Cyrospace a listing of any Technology Solution or Technology
Challenge,You must submit to Cyrospace a draft of each applicable
description according to Cyrospace’s proprietary "Technology
Solution" and "Technology Challenge" requirements.
D. Prohibited Actions. You must not:
1. use any device, software or routine to interfere with the
Site’s proper working or that is intended to damage, interfere
with, surreptitiously intercept or expropriate any system, data
or personal information;
2. take any action that imposes an unreasonable load on Cyrospace’s
3. take any action that undermines the integrity of any feedback
system including, without limitation:
a. leaving feedback for yourself;
b. leaving feedback for any other user using secondary accounts
or third parties; or
c. leaving feedback intended to influence action that is outside
the scope of the Site.
III. Site Operation.
A. Cyrospace Responsibility. Numerous factors beyond Cyrospace's
control can interfere with the Site’s operation and Services
available over the Internet. But Cyrospace must use diligent
efforts to maintain the Site. Cyrospace reserves a right at
any time to add, delete or change Services available through
B. Others' Information. Although Cyrospace desires all users
to post information in good faith at the Site, other users’
information may be offensive, harmful or inaccurate, and in
some cases mislabeled or deceptively labeled. Cyrospace has
no responsibility for any user-to-user dealing.
1. Oversight Responsibilities.
a. No Cyrospace Duty. Cyrospace has no duty to control any information
(including feedback) that other users provide that is made available
through the Services.
b. Your Duty. You are responsible to verify the accuracy of
other users’ information as part of your discussions with
any third party. You must pursue solely from a posting party
any claim that You have regarding that party’s information.
a. General. Upon any dispute that You reach with another user
of Cyrospace's Services, You release Cyrospace from all claims
of any kind arising out of that dispute.
b. California Residents Only. If You are a California resident,
You waive California Civil Code section 1542, which states:
A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
signing the release, which if known by him must have materially
affected his settlement with the debtor.
A. Exclusivity. You grant Cyrospace an exclusive right to present
to any on-line system each Technology Solution that You provide
at the Site. You must not authorize or permit any third party
to offer for sale, license or other transaction over the Internet
(or other similar global network) any technology described in
that Technology Solution.
B. Technology Solutions Review.
1. Cyrospace Role. Cyrospace has a right at any time, in its
sole discretion, to accept or reject any Technology Solution
or Technology Challenge description. Cyrospace promptly must
review and – if appropriate for the purposes of comforming
the descriptions to Cyrospace’s requirements – suggest
revisions to any proposed Technology Solution or Technology
Challenge that You submit.
2. Your Final Approval. But You are solely responsible for the
content of your information. Any revision that Cyrospace suggests
to any of your information is subject to your final approval.
C. Requests for Access. Cyrospace promptly must communicate
to You each request for access by any party interested in your
Technology Solution or Technology Challenge. If You have notified
Cyrospace of your desire to remain anonymous, Cyrospace must
not disclose your identity without your permission.
1. Information Updates. At Cyrospace’s request, You must
provide a name of each party that has contacted You regarding
any Technology Solution or Technology Challenge posted with
Cyrospace, other than any party that You contacted solely as
a result of your own marketing efforts. Exclusively to verify
any due commission, You must notify Cyrospace periodically of
the status of any applicable Technology Solution, Technology
Challenge or response to others’ Technology Challenges
posted with Cyrospace. That notice must include:
a. the status of each negotiation or transfer of:
i. any technology described by your Technology Solution; or
ii. any technology presented to You responsive to your Technology
b. any financial provision of that negotiation or transfer;
c. any value that You have received or will pay in connection
with that negotiation or transfer.
2. Audit. To confirm that data, Cyrospace has a right from time
to time (but not more than once with regard to any calendar
year) to have your relevant books and records examined by an
independent public accounting firm selected by Cyrospace. If
any examination reveals that the payments due Cyrospace for
any calendar year were more than 110% of the payments actually
made for that year, You must pay for the reasonable cost of
E. Delisting. You retain a right to delist a Technology Solution
at any time to the extent that You have succeeded in licensing
or otherwise transferring the technology.
A. Procedure. You must pay all applicable taxes and all network/communication
costs that You incur to access the Site. Unless stated otherwise:
1. You must pay Cyrospace for the Services no later than thirty
days after the date of invoice; and
2. all fees are quoted in U.S. Dollars.
B. Changes to Posted Fees.
1. Membership Fees. Cyrospace reserves a right at any time to
change membership fees, effective on your next renewal date
after Cyrospace posts a new fee schedule.
2. Commission Schedule. Cyrospace reserves a right at any time
to change the commission schedule described in subsection “C.,”
below. All future technology Technology Solution or Technology
Challenge introductions are covered by the commission schedule
in effect at the time of that future technology Technology Solution
or Technology Challenge introduction. But Cyrospace has no right
without your consent to change the commission schedule applicable
to a specific technology Technology Solution or Technology Challenge
introduction after the date of the Technology Solution or Challenge
C. Fees and Commission Payments.
1. Payment Upon Consummation. You must pay Cyrospace a scheduled
commission fee on consummation of each applicable transaction.
The scheduled commission fee applies to the value received for
right to use the your technology and intellectual property included
in that transaction if:
a. a transaction or series of transactions involving a technology
described in any of your Technology Solution is a result of
access to your Technology Solution through Cyrospace's Services;
b. your introduction to a party posting a Technology Challenge
with Cyrospace results in a transaction or series of transactions.
2. Scheduled Commission Amount. The scheduled per transaction
commission fee equals ten percent of Total Value Received (as
a. Minimum Commission. Per transaction:
i. the minimum total commission that You must pay is $5000.00
ii. the total of any scheduled commission fee payments is credited
against the minimum total commission.
b. Due Date. Each above scheduled commission fee payment is
due within thirty days after entering into any contractual arrangement
with respect to your technology. Each later payment is due thirty
days after each calendar quarter based on the Total Value Received
during that quarter.
c. Valuation. You and Cyrospace must resolve mutually a Total
Value Received cash equivalent valuation for any non-cash consideration
that You receive. If the Parties are unable amicably to do so,
then You and Cyrospace mutually must choose a professional technology
valuation firm to which the Parties must submit the valuation.
You and Cyrospace must share equally the valuation’s cost.
VI. Term and Termination.
1. Term. Your membership remains active for your applicable
duration of membership or until cancelled.
a. Your Termination.You have a right to cancel your membership
at any time via e-mail by contacting <firstname.lastname@example.org>.
b. By Cyrospace. Cyrospace has a right immediately to terminate
your use of Services available through the Site if Cyrospace
is unable to verify or authenticate any information You provide.
c. By Either Party. Either Party has a right to terminate this
relationship (including all applicable membership privileges)
i. the Party has notified the other Party of the other Party’s
breach of this Agreement or any additional applicable provisions;
ii. the other Party has failed to correct the breach within
a reasonable time after having received notice of the breach.
B. Technology Solutions and Challenges.
1. Term. You must list each Technology Solution with Cyrospace
for the shorter of one year or the balance of your duration
2. Termination. After your membership’s initial period,
You have a right to terminate any applicable Technology Solution
at any time with at least ninety days’ prior notice.
3. Effect of Termination. Upon termination for any reason of
a Technology Solution or Technology Challenge, Cyrospace has
a right to remove from the Database the applicable Technology
Solution or Technology Challenge, and Cyrospace has no further
obligation with respect to it.
C. Post-Termination Financial Obligations. Any termination of
membership or a Technology Solution or Technology Challenge
does not entitle You to:
1. any refund or reduction of any fees or costs; or
2. a reduction of any commission otherwise due Cyrospace as
a result of any transaction (even if consummated after the effective
date of termination) involving any technology described in your
Technology Solution or responsive to a Technology Challenge.
Information. This Agreement may require a Party
to have access to another Party's Confidential Information.
1. General. Any Party receiving Confidential Information must
take reasonable precautions to protect that information’s
confidentiality. You also must comply with any copyright or
proprietary rights notice contained on or in any Cyrospace materials
or information obtained or accessed through the Services.
2. Use and Disclosure. Except for this Agreement’s performance,
or unless required by law, a receiving Party must not use or
disclose to any third party any Confidential Information for
its own account or the account of any third party. If that receiving
Party is required by law to disclose any Confidential Information,
the Party must give written notice of that requirement to the
other Party, and permit the other Party to seek appropriate
B. Exceptions. This section’s duties do not apply to information
that is or becomes part of the public domain without the receiving
Party’s fault, or to information received from a third
party entitled to disclose the information without breaching
a duty to a Party to this Agreement.
C. Your Information. You may have an opportunity to communicate
with other users and to publish information regarding yourself,
others, your technologies and Technology Challenges. That activity
is likely to occur during your registration or use of Cyrospace
Services, in any public message area, through any mail feature,
or as generated out of your use of the Services otherwise. The
Parties’ responsibilities within that activity concerning
any information You provide to Cyrospace or any other user is
1. Your Content. Cyrospace has discretion to act merely as a
conduit for your information’s distribution and publication.
a. Responsibility. You are solely responsible for the content
of your information.
b. Corrective Action. But Cyrospace reserves a right with respect
to your information to take any corrective action it considers
necessary or appropriate in its sole discretion (including editing
and removal). That right applies to information that Cyrospace
views to be:
i. inappropriate for the Site or other Services;
ii. likely to create liability for Cyrospace; or
iii. likely to cause Cyrospace to lose – in whole or in
part – the services of its Internet Service Providers
or other suppliers.
2. Privacy. The information contained on the Site is sensitive
to all users, requiring privacy and confidentiality for any
visitor or member. Cyrospace must not without your consent provide
or release to any third party your identity or any of your identifying
information. But Cyrospace is entitled to:
a. make available to other members – in response to the
other members’ Site searches – certain information
used in any Technology Solution; and
b. use information that You have provided Cyrospace regarding
your interests for purposes including, but not limited to:
i. customizing your screens to make your searching more efficient
and productive; and
ii. suggesting any possible new interest, finding, feature or
innovation as it becomes available to You and other members.
Property Rights and Authorization.
A. Protected Works. Cyrospace holds all right, title and interest
in and to the Site, the Database, their respective written components,
any services available on the Site, and any materials provided
in connection with them. The Site, its content and any materials
that Cyrospace uses to render Services are protected under U.S.
copyright laws, international conventions, and other copyright
laws, both with respect to individual content and as a collective
work or compilation.
B. User Rights. You have no right – without Cyrospace’s
prior written consent – to modify, publish, create derivative
works from, distribute or otherwise exploit any of the content
or software on the Site, or any other Cyrospace materials. But
You have a right to print portions of the Site's content for
individual use, as long as You maintain all copyright and other
notices contained in that content.
C. Your Information.
1. Grant. In exchange for the payment set forth under this Agreement,
You grant Cyrospace:
a. a worldwide, royalty-free, paid-up right to publish any information
You provide for posting on the Site or in connection with Cyrospace's
marketing efforts on your behalf, including any description
of your Technology Solution or Technology Challenges; and
b. a right to use each of your corporate or trade names in publicity
announcing your membership and promoting the Cyrospace marketplace,
as long as Cyrospace adheres to your reasonable requirements
for the use of each name and obtains your prior approval of
the form of each use, which approval You must not unreasonably
withhold or delay.
2. Limitation. But You do not grant Cyrospace any right to use
any underlying technology for any purpose not described above.
IX. Warranty and
1. Overall. UNLESS EXPRESSLY PROVIDED IN THIS AGREEMENT OTHERWISE,
CYROSPACE PROVIDES THE SERVICES "AS IS". CYROSPACE
MAKES NO WARRANTIES RESPECTING THE SERVICES, EXPRESS OR IMPLIED,
INCLUDING NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
2. Specific Disclaimers. Cyrospace does not guarantee:
a. continuous, uninterrupted access to the Services; or
b. the accuracy of any information or ownership or availability
of technologies listed, or of any identity or qualification
of any user of the Services.
B. Your Representation. You represent that
1. any information that You provide for posting on the Site
or in connection with Cyrospace's marketing efforts on your
behalf is accurate, and to the best of your knowledge:
a. does not infringe any third party's copyright, trademark,
or other proprietary rights or rights of publicity or privacy;
b. does not violate any law or regulation (including, without
limitation, those governing export control, consumer protection,
unfair competition, anti-discrimination or false advertising);
c. is not defamatory, libelous, unlawfully threatening or unlawfully
2. any information describing any technology included in a Technology
Solution or any Technology Challenge that You submit for posting
a. is not a trade secret or confidential information; and
b. is intended for public disclosure with the goal of seeking
a transaction; and
3. You have a legal right and authority to display any information
you provide under paragraph “2.,” above, through
the Services offered by Cyrospace.
X. Limited Liability.
A. Disclaimer. CYROSPACE IS NOT LIABLE TO YOU FOR ANY DAMAGES,
CLAIMS (INCLUDING, WITHOUT LIMITATION, CLAIMS OF THIRD PARTY
INFRINGEMENT), EXPENSES OR OTHER COSTS (INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEYS' FEES) YOU SUFFER OR INCUR AS A RESULT
OF THIRD PARTY CLAIMS RELATING TO YOUR USE OF THE SERVICES.
IN ADDITION, UNDER NO CIRCUMSTANCES IS CYROSPACE LIABLE FOR
ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR
FOR ANY DAMAGES IN EXCESS OF THE FEES YOU PAY TO CYROSPACE DURING
THE LAST TWELVE MONTHS REGARDLESS OF THE CAUSE.
B. Third Party Claims. You are responsible for – and at
Cyrospace's request, must defend Cyrospace from – third
party claims arising out of information You provide Cyrospace
for publication or any breach (by You or any user of your account)
of your duties and representations contained in this Agreement
or any other term applicable to any Service.
Notice is considered given twenty-four hours after email is
sent, unless a sending Party is notified that the email address
is invalid. Unless explicitly stated otherwise, a Party must
give any notice to the following addresses via e-mail (or to
any other address that a Party specifies):
A. If to Cyrospace: <email@example.com>
B. If to You: any e-mail address You provide while registering
at the Site.
A. Headings. Headings are included in this Agreement for convenience
only and must not be used to construe the Agreement.
B. Export Control. You are solely responsible to comply with
all applicable laws and regulations regarding your use of the
Services and any transfer of any technology in which You are
involved including, without limitation, all applicable import
or export requirements. Cyrospace has no responsibility with
respect to that compliance.
C. Force Majeure. Neither Party is considered in default or
breach of this Agreement to the extent that performance of its
obligations or attempts to cure any breach are delayed or prevented
by reason of any Force Majeure. But each Party promptly must
give the other Party written notice of that Force Majeure, and
in any event within fifteen days of discovering the Force Majeure,
and must use its best efforts to continue to perform or cure.
1. is entitled to a reasonable extension of time to remedy any
delay or failure to perform due to Force Majeure; and
2. is not liable for any delay, error or omission in performance
due to your failure to provide any required resource, access
to personnel, information or facilities.
D. Amendment. A Party has no right to amend this Agreement unless
under a writing signed by both Parties.
E. Independent Contractors. You and Cyrospace are independent
contractors, and the Parties do not intend or create by these
provisions any agency, partnership, joint venture, employee-employer
or franchisor-franchisee relationship.
F. Governing Law. These provisions are governed by Texas law
and You consent to jurisdiction in Texas.
G. Severability. If any provision of this Agreement is held
to be invalid or unenforceable, that provision must be struck
and the remaining provisions must be enforced.
H. Waiver. Either Party's waiver of any right created by this
Agreement in one or more instances must not be construed as
a further continuing waiver of that right or any other right
created by this Agreement.
I. Disputes. If the Parties fail amicably to settle any dispute,
the Parties must finally settle that dispute by arbitration
under the Arbitration Rules (International Arbitration Rules
for any non-U.S. entity) of the American Arbitration Association
in Houston, Texas.
J. Entire Agreement. This Agreement, together with any other
adjoining provisions applicable to any Service, constitutes
the entire Agreement between the Parties, and supersede any
prior understanding or agreement relating to its subject matter.
Cyrospace is not bound by any provision – that is in addition
to or inconsistent with the foregoing – of any purchase
order or other instrument that You issue in connection with
Important: This Agreement is
binding on You upon your valid acceptance of the preceding governing
terms and conditions.