Terms of Use

Responsibilities, Rights and Terms of Use Date of Last Revision: Jan 18, 2010

This Statement of Responsibilities, Rights and Terms of Use ("Statement") governs our relationship with you as a Syncrospace account holder and users and others who interact with Syncrospace (and your embedded Syncrospace application widget).

YOU UNDERSTAND THAT BY USING YOUR SYNCROSPACE APPLICATION, WIDGET, OR SITE SERVICES (INCLUDING ANY CONTENT PROVIDED THEREIN), YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE IN THEIR ENTIRETY, YOU MAY NOT ACCESS THE SYNCROSPACE APPLICATION, WIDGET, OR SITE SERVICES. If you agree to these Terms of Use on behalf of a business, you represent and warrant that you have the authority to bind that business to these Terms of Use and your agreement to these terms will be treated as the agreement of the business. In that event, "you" and "your" will refer and apply to that business.

General Disclaimer. Syncrospace has no ability to control the presenters or viewer submissions that are uploaded, posted or otherwise transmitted using Syncrospace or Syncrospace Embedded Widget and does not have any obligation to monitor such Submissions for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the presenters or viewer Submissions or anything said, depicted or written by presenters or viewer, including without limitation any information obtained by using the Site. Syncrospace does not endorse any presenters or viewer Submission or any opinion, recommendation, or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Syncrospace with respect thereto. Syncrospace will have no responsibility or liability to you or any third party as a result of your activities and you are solely responsible for any presentations you do in connection with or via Syncrospace or your Syncrospace Widget.

I. The Viewer Experience ( a safe and secure tool)

We need you (and your presenters) to help keep Syncrospace a safe and useful communication tool. These responsibilities include:

1. You and/or your presenters will not send unauthorized commercial communications to users (such as spam).

2. You and/or presenters will not post inappropriate content that is threatening, pornographic, or that contains graphic or gratuitous violence.

3. You and/or presenters will not post or promote links to viruses or other malicious code.

4. You and/or presenters will not solicit login information or access an account belonging to someone else.

5. You and/or presenters will not intimidate or harass any user or viewer.

6. You and/or presenters will not advertise alcohol-related or other adult content without appropriate age-based restrictions.

7. You and/or presenters will not use Syncrospace in unlawful, misleading, malicious, or discriminatory ways.

II. Account Security and Registration

Syncrospace users and viewers are required to provide their names and email information for login privileges. Here are some responsibilities you have relating to registering and maintaining the security of your account and your users information:

1. You and/or your presenters will not provide any false personal information on Syncrospace.

2. You and/or your presenters will not use Syncrospace if you are a convicted sex offender.

3. You and/or your presenters will keep your contact information accurate and up-to-date.

4. You and/or your presenters will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account.

5. You will not transfer your Syncrospace account to another company or individual without first getting our written permission.

III. Responsibilities in Protecting Rights of Others

1. You or your presenters will not post content or take any action on Syncrospace that infringes someone else's rights or otherwise violates the law.

2. If you repeatedly infringe other people's intellectual property rights, we will disable your account when appropriate.

3. You will not use our copyrights or trademarks (including Syncrospace and the MindActive Logos without our written permission.

4. If you collect information from users, you will: obtain their consent, make it clear that you (and not Syncrospace) are the one collecting their information, and post a privacy policy explaining what information you collect and how you will use it.

5. You will not post anyone's identification documents or sensitive financial information on Syncrospace.

IV. Provisions Applicable to Embed Code Usage

If you allow or provide your embed code to be used on other websites or blogs. the following additional terms apply to you:

1. We give you permission to use Syncrospace's embed code so that users can view content from your Syncrospace widget.

2. You (the account holder) are responsible for providing and authorizing permission to use such embed code and content.

3. You will not place such code (or provide code) on any page or site that would violate this Statement.

4. You are responsible for your application and its content and all uses you make of Syncrospace. This includes ensuring your application or widget use meets our above stated guidelines.

V. Privacy and User Information Guidelines

When users add your Syncrospace widget or connect to it, they give permission for you to receive certain data relating to them. Your access to and use of that data will be limited as follows:

1. You will only use the data you receive for your application, and will only use it in connection with Syncrospace.

2. You will make it clear to users what user data you are going to use and how you will use, display, or share that data.

3. You will not use, display, or share a user's data in a manner inconsistent with the user's privacy settings without the user's consent.

4. You will delete all data you received from Syncrospace if we disable your application or ask you to do so.

5. You will not misrepresent your relationship with Syncrospace to others.

6. We can issue a press release describing our relationship with you.

7. You will comply with all applicable laws. In particular you will (if applicable): a. Have a policy for removing infringing content and terminating repeat infringers that complies with the Digital Millennium Copyright Act. b. Comply with the Video Privacy Protection Act ("VPPA"), and will obtain explicit, opt-in consent from users prior to sharing with Syncrospace user data subject to the VPPA. You acknowledge Syncrospace has no obligations under the VPPA.

8. You give us all rights necessary to audit your application, including the right to ensure your application is safe for users.

If you violate the letter or spirit of this Statement, or otherwise create possible legal exposure for us, we can stop providing all or part of Syncrospace to you. We will generally try to notify you, but have no obligation to do so.

VI. Disputes

1. You will resolve any claim, cause of action or dispute ("claim") you have with us arising out of or relating to this Statement or Syncrospace in a state or federal court located in St. Louis County, MO. The laws of the Missouri will govern this Statement, as well as any claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in St. Louis County, MO for the purpose of litigating all such claims.

2. If anyone brings a claim against us related to your actions or your content on Syncrospace, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

3. WE TRY TO KEEP SYNCROSPACE UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. WE ARE PROVIDING SYNCROSPACE "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT SYNCROSPACE WILL BE SAFE OR SECURE. SYNCROSPACE IS NOT RESPONSIBLE FOR THE ACTIONS OR CONTENT OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS STATEMENT OR SYNCROSPACE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF THIS STATEMENT OR SYNCROSPACE WILL NOT EXCEED THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SYNCROSPACE'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

VII. Definitions

1. By "Syncrospace" we mean the features and services we make available, including through our website at www.Syncrospace.com, www.mindactive.com and any other Syncrospace branded or co-branded websites (including site into which the Syncrospace widget is embedded); and other media, devices or networks now existing or later developed.

2. By "us," "we" and "our" we mean Syncrospace and/or parent company MindActive.

3. By "content" we mean the content and information you post or present on Syncrospace (and any embedded widgets) that are in your control, including information about you and the actions you take.

4. By "post" we mean post or present on Syncrospace (and any embedded widgets) or otherwise make available to viewers.

5. By "use" we mean use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of. VIII. Other

1. This Statement makes up the entire agreement between the parties regarding Syncrospace, and supersedes any prior agreements.

2. If any portion of this Statement is found to be unenforceable, the remaining portion will remain in full force and effect.

3. If we fail to enforce any of this Statement, it will not be considered a waiver.

4. Any amendment to or waiver of this Statement must be made in writing and signed by us.

5. You will not transfer any of your rights or obligations under this Statement to anyone else without our consent.

6. All of our rights and obligations under this Statement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

7. Nothing in this Agreement shall prevent us from complying with the law.

8. This Statement does not confer any third party beneficiary rights.