International Data Depository

This Terms of Use Agreement ("Agreement") sets forth the terms and conditions that govern access and use of the services ("Services") offered by International Data Depository, Inc. (the "Company"). Upon registration, you will be asked to indicate whether or not you agree to be bound by the terms and conditions of this Agreement.

Through this Web site, the Company provides the Services to registered users on a free or a fee basis, subject to certain account limits selected during the registration process ("Account Limits") and to the terms and conditions set forth in this Agreement.

ACCESS AND USE OF THE SERVICES.

Account. Upon completion of the on-line registration and authentication process for the Services, and subject to your payment of the applicable fees, if any, the Company will provide you with an account. Being provided with an account permits you to access and make use of the Services within the applicable Account Limits for which you are registering (e.g., account duration, the size of files that may be transferred or stored, etc.).

Account Information. You represent and warrant that all information provided to the Company in connection with your registration and authentication is true and correct. You agree to update any outdated information by contacting idd@intdd.net. You agree to keep your account, login and password information in confidence and never to use another person's account, login or password information. You agree to notify the Company if your account, login or password information is disclosed to any third party or compromised in any way. You shall not assign or otherwise transfer (whether directly or indirectly or by operation of law or otherwise) your rights or duties under this Agreement to any other person or entity without the prior written consent of the Company. You agree not to disable or bypass any functionality time-limitation mechanisms of the Services or the Account Limits.

Connectivity. You are solely responsible for providing all hardware, telecommunications equipment, software (including browsers) and bandwidth that you require to use the Services.

Prohibited Uses.

Illegal Activity. You expressly agree not to use the Services in a manner that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation. You acknowledge that prohibited conduct includes, but is not limited to, use of the Services to invade the privacy of third parties, impersonation of Company personnel or other parties or entities, or transmitting abusive, profane, libelous, slanderous, threatening or other harassing material. You also agree not to use the Services to (i) solicit other Company customers, (ii) violate the security of the Services, or (iii) attempt to utilize another registered user's account, name or password.

Spamming. You agree not to use the Services in connection with the sending of the same or substantially similar unsolicited electronic mail messages, whether commercial or not, to a large number of recipients. You agree not to send unsolicited mass mailings from another service, which in any way implicates the use of the Services or the Company.

Compliance with Applicable Laws. You are solely responsible for the content of the files you store, distribute or collaborate on through the Services. You represent and warrant upon registration and each time you make use of the Services that the files you store, distribute or collaborate on using the Services (i) do not infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy of any third party, (ii) do not violate any applicable law, rule, statute, ordinance or regulation, including, without limitation, those governing exports, re-exports, encryption, unfair competition, anti-discrimination and false advertising, (iii) are not defamatory or trade libelous, (iv) do not contain any harmful or deleterious software viruses or other programming routines or codes designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, (v) are not obscene, pornographic or indecent, or (vi) are distributed, if they contain adult content, only to people legally permitted to receive such adult content. In connection with the foregoing, you agree to comply with any applicable laws and regulations, including those of the United States and any other country or countries to which and from which you will access, send or collaborate on files.

Protecting Files and Security. YOU ALSO ACKNOWLEDGE THAT USE OF THE SERVICES CAN RESULT IN LOSS OR MISTRANSMISSION OF DATA AND/OR FILES OR OTHER ERRORS. THE COMPANY DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE TO YOU FOR DOWNLOADING WILL BE FREE OF INFECTION OR VIRUSES, WORMS OR OTHER PROGRAMMING CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES TO SAFEGUARD AGAINST, AND TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR PREVENTING, THE DESTRUCTION OF THE DATA AND/OR FILES YOU ARE DOWNLOADING AND THE SOFTWARE AND HARDWARE YOU ARE USING AT THAT TIME. ALSO, YOU RECOGNIZE THAT IT IS IMPOSSIBLE TO MAINTAIN FLAWLESS SECURITY, BUT THAT THE COMPANY INCORPORATES CERTAIN SECURITY PROCEDURES TO HELP ENSURE THE SECURITY, INTEGRITY AND PRIVACY OF INFORMATION STORED AND TRANSMITTED USING THE SERVICES. THE COMPANY IS CONTINUALLY ATTEMPTING TO UPDATE AND IMPROVE ITS SECURITY PROCEDURES, AND, AT ANY TIME, THE SERVICES WILL INCLUDE THE LATEST SUCH PROCEDURES ADOPTED BY THE COMPANY. GIVEN THE CURRENT REGULATORY AND TECHNOLOGICAL ENVIRONMENT, THE COMPANY CANNOT GUARANTEE THAT THESE OR ANY SECURITY PROCEDURES WILL BE 100% EFFECTIVE, ERROR PROOF, "HACKER" PROOF, OR FAILSAFE. ACCORDINGLY, THE COMPANY EXPLICITLY DISCLAIMS ANY REPRESENTATION OR WARRANTIES OF SECURITY, INTEGRITY OR PRIVACY REGARDING THE ACCOUNTS OR FILES MAINTAINED OR DISTRIBUTED THROUGH THE SERVICES BEYOND THE SECURITY AND ENCRYPTION MEASURES TAKEN AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACTUAL LEVEL OF SECURITY, INTEGRITY OR PRIVACY AT ANY GIVEN TIME.

Objectionable File Removal and Legal Production of Files. The Company acts only as a passive conduit/storage for online distribution and publication of the messages, files and other information transmitted by you (collectively, "Files"). In no way shall the Company be construed as having legal title to, or otherwise be deemed as the owner of, any of the Files maintained by you. The Company does not control or review the editorial content of the Files. Notwithstanding the foregoing, the Company nonetheless reserves the right, without notice to you necessarily, to remove from the Company's servers any files which may damage the Company's system or create liability for the Company or its suppliers or licensors. You hereby consent to such removal and waive any claim arising out of any such File removal. In addition, you acknowledge and agree that, during the course of providing the Services, the Company may itself be required to grant access to a third party and/or decrypt files in response to any lawful subpoena or other form of legal compulsion. You hereby consent to such legal production and waive any claim arising out of any such legal production. This provision survives termination of the Agreement to the extent that any Files remain on the Company's system pending expiration or removal.

Informational Messages. Within reason, you agree that the Company may send informational transmissions to your account (or corresponding e-mail address) maintained by you with the Company regarding, updates and/or announcements regarding the Services, scheduled maintenance, etc.

Links to Third Party Web Sites. The Company does not control or endorse the content of third party Web sites. The Company is not responsible for the content of any linked Web site or any link contained in a linked Web site. The Company reserves the right to terminate any link or linking program at any time. If you decide to access any of the third party sites linked to one or more of the Company's Web site(s), you do so entirely at your own risk.

Feedback. You may provide to the Company comments, ideas, suggestions, inventions, developments, or other written, oral, or other input with respect to the modification, enhancement, improvement, or development of the Services or technology (collectively, "Input"). The Company may implement such Input without compensating you in any way. The Company requires the unrestricted right to use and disclose all such Input but is not obligated to implement any Input and, if it does, does so at its own risk. You hereby grant to the Company a nonexclusive, worldwide, royalty free, fully paid license, with right to sublease, to use and disclose any or all such Input without restriction, including, without limitation, to make, have made, use, import, offer to sell, and sell any item or service. You also grant to the Company the right to use your name in connection with any comments submitted by you regarding your use of the Services as well as in connection with advertising, marketing and promotional materials related thereto. You agree that you shall have no recourse against the Company for any alleged or actual infringement or misappropriation of any proprietary right in the comments submitted by you regarding your use of the Services.

Suspension or Assignment of Services. With or without notice to you, the Company may suspend the Services for any duration and for any reason whatsoever including, without limitation, maintenance, new releases or other improvements, and/or to safeguard the integrity of the Services and/or the Company's system. The Company may assign its rights and duties arising under this Agreement to any party at any time without notice to you.

TERM, TERMINATION, SURVIVAL AND RENEWAL. You may terminate this Agreement at any time by providing written notice to the Company at idd@intdd.net. This Agreement may be terminated by the Company with notice (if you are a paying subscriber) or without notice (if you are a free subscriber) at any time and for whatever reason (including, without limitation, failure by you to make timely payment (if any) or breach by you of any part of the Agreement). Upon termination you shall not be permitted to access or make use of the Services. In this event, at the Company's option, all of your files remaining on the Company's servers will be purged and unavailable to you or your intended recipients. The following provisions shall survive any termination of this Agreement: Access and Use of the Services, Intellectual Property, Indemnity, No Warranties, Limitation of Liability and Miscellaneous. Upon termination, if you desire to resume using the Services (if available at that time), you may re-register for an account through the Company.

INTELLECTUAL PROPERTY. The Company will retain all right, title, and interest in and to the Company's Web sites, the Services, technology and all intellectual property rights therein or attached thereto. Nothing herein shall be construed as a license to you under any Company patent, trademark, copyright or trade secret. No title or ownership rights whatsoever are transferred from the Company to you, except a limited right to use the Services as contemplated herein. The Company hereby reserves all rights not expressly granted to you herein. You shall not authorize any third party to (i) create derivative works of, or alter or in any way modify, the Company Web sites, the Services or technology without the prior written consent of the Company, or (ii) use the Services or technology other than for the limited purposes contemplated herein.

INDEMNITY. You hereby agree to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents, successors, licensors, independent contractors, providers, subsidiaries and affiliates (collectively, the "Affiliates"), from and against any and all liability and costs (including, without limitation, attorneys' fees and costs) incurred by the Affiliates in connection with any claim arising out of any breach by you of this Agreement. You shall cooperate as fully as reasonably required in the defense of any claim. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of the Company.

NO WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS, AS AVAILABLE AND WITH ALL FAULTS," AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, EXCEPT AS MAY BE MANDATED BY LAW. TO THE FULL EXTENT PERMITTED BY LAW, THE COMPANY SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, ANY REPRESENTATIONS AND WARRANTIES (1) AS TO THE PRIVACY, SECURITY, USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF THE SERVICES OR SECURITY, INTEGRITY OR PRIVACY REGARDING YOUR ACCOUNT OR ANY FILES MAINTAINED OR DISTRIBUTED THROUGH THE SERVICES, (2) THAT ANY OF SUCH SERVICES PROVIDED HEREUNDER WILL BE SECURE, UNINTERRUPTED, ERROR OR VIRUS FREE, OR THAT DEFECTS HAVE OR WILL BE CORRECTED, (3) THAT SUCH SERVICES WILL MEET THE NEEDS OF ANY PARTY, OR (4) THAT THERE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE OPERATION OF THE COMPANY'S SERVERS OR OF THE EQUIPMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

LIMITATION OF LIABILITY.

Limitation of Liability. YOU ASSUME ALL RISK AS TO THE USE OF THE SERVICES AND ACKNOWLEDGE THAT THE COMPANY IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY FILES. IN NO EVENT WILL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS OR PARTNERS BE LIABLE WITH RESPECT TO ANY TRANSACTION AND/OR THE USE, LICENSE OR DELIVERY OF ANY SERVICES FOR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES OR FOR ANY DAMAGES OR PENALTIES (INCLUDING LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES), HOWEVER CAUSED AND IRRESPECTIVE OF THE THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), ARISING OUT OF THE AGREEMENT, THE INABILITY TO USE THE SERVICES AND/OR FAILURE OF ANY TYPE OF THE SERVICES, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR PENALTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL THE COMPANY'S LIABILITY WITH RESPECT TO ANY TRANSACTION AND/OR USE, LICENSE OR DELIVERY OF THE COMPANY'S SERVICES EXCEED THE AGGREGATE AMOUNTS (IF ANY) PAID OR PAYABLE BY YOU TO THE COMPANY PURSUANT TO YOUR USE OF THE SERVICES.

Related Notices. Some jurisdictions do not allow limitation on implied warranties and/or exclusions or limitations of incidental, consequential or other damages or of damages for willful misconduct or gross negligence, so THE DISCLAIMERS, LIMITATIONS AND EXCLUSIONS CONTAINED IN THE AGREEMENT MAY NOT APPLY TO YOU. THESE WARRANTIES GRANT SPECIFIC RIGHTS AND OTHER RIGHTS MAY BE AVAILABLE TO YOU WHICH MAY VARY FROM JURISDICTION TO JURISDICTION. IN SUCH JURISDICTIONS, THE COMPANY'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Risk Allocation. You acknowledge that the Agreement reflects an informed, voluntary, and deliberate allocation of all risks (both known and unknown) arising from or related to your use of the Services and this Agreement. You acknowledge that the applicable fees (if any) are based in part upon the limitations and exclusions of liability and warranty contained in the Agreement, and that such limitations and exclusions will apply notwithstanding any failure of essential purpose of any limited remedy.

MISCELLANEOUS.

Currency, Fees and Taxes. Unless otherwise indicated, all prices listed in connection with any of the Services are in United States dollars, and all references to "dollars," "$" or "US$" mean United States dollars. Unless otherwise agreed to in writing by the Company, all payments relating to your use of the Services shall be made in United States dollars. You are responsible for making timely payment to the Company of the applicable fees (if any). You shall be responsible for and shall pay for any and all sales, use, excise and other taxes arising from your use of the Services.

Independent Contractors. You and the Company are independent contractors. Nothing contained herein shall be construed as either you or the Company being the agent of the other, partners or joint venturers. You will make no representations or warranties on behalf of the Company with respect to the Company.

Governing Law, Venue, Jurisdiction and Time Limits. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida (United States) without reference to its conflict of laws principles. You agree that any legal action or proceeding between the Company and you for any purpose concerning this Agreement or our respective rights and obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Miami-Dade County, Florida. Any cause of action or claim you have with respect to the Services must be commenced within six (6) months from the date the cause of action or claim arises or such cause of action or claim is barred. The Company's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right hereunder.

Language and Section Headings. This Agreement is in the English language only, which language shall be controlling in all respects. Any and all versions hereof in any other language that may be provided are provided as a courtesy or prepared for your convenience and shall not be binding. All communications and notices to be made or given pursuant to the Agreement must be in the English language. Section headings are included for convenience only and are not to be used to construe or interpret the Agreement.

Severability. If, for any reason, a court or other body of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the provision, and the remainder of the Agreement will continue in full force and effect.

Modifications. The Company may modify this Agreement at any time, and such modifications shall be effective immediately upon posting of the modified Agreement on one or more of the Company's Web site(s). Continued use of the Services shall be deemed your conclusive acceptance of the modified Agreement. Any other changes to the Agreement as they apply to you may be made only pursuant to a written amendment duly executed and delivered by an authorized the Company representative.

Entire Agreement. This Agreement constitutes the entire agreement between you and the Company regarding your registration for and use of the Services, and it supersedes all previous agreements and understandings (whether oral or written and whether express or implied) between you and the Company with respect to your Services registration, access and use of the Services. The only exception to this is the material posted on one or more of the Company's Web site(s), as that may be modified by time to time.

Notices and More Information. The Services are offered by International Data Depository, Inc., a Florida corporation. You may direct any inquiries regarding the Services or this Agreement as follows: by mail, to International Data Depository, Inc. at 5195 N.W. 77th Avenue, Miami, Florida 33166; by telephone, at (305) 477-7388, or by e-mail to idd@intdd.net.