Cyrospace Web Site Listing Agreement

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

I. Definitions. 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 solution.
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 agreements.
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 <info@cyrospace.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 infrastructure; or
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 the Site.
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.
2. Release.
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.

IV. Technology Solutions/Challenges.
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.
D. Verification.
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 Challenge;
b. any financial provision of that negotiation or transfer; and
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 that examination.
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.

V. Payment.
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 introduction.
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; or
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 defined above).
a. Minimum Commission. Per transaction:
i. the minimum total commission that You must pay is $5000.00 (USD); and
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.
A. Membership.
1. Term. Your membership remains active for your applicable duration of membership or until cancelled.
2. Termination.
a. Your Termination.You have a right to cancel your membership at any time via e-mail by contacting <info@cyrospace.com>.
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) after:
i. the Party has notified the other Party of the other Party’s breach of this Agreement or any additional applicable provisions; and
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 of membership.
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.

VII. Confidential Information. This Agreement may require a Party to have access to another Party's Confidential Information.
A. Duties.
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 protective relief.
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 as follows:
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.

VIII. Intellectual 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 Representation.
A. Cyrospace.
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 PARTICULAR PURPOSE.
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); and
c. is not defamatory, libelous, unlawfully threatening or unlawfully harassing;
2. any information describing any technology included in a Technology Solution or any Technology Challenge that You submit for posting with Cyrospace:
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.

XI. Notices. 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: <info@cyrospace.com>
B. If to You: any e-mail address You provide while registering at the Site.

XII. General.
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. Cyrospace specifically:
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 any Service.

Important: This Agreement is binding on You upon your valid acceptance of the preceding governing terms and conditions.