Date of Last Revision: September 07, 2007.
1. ACCEPTANCE OF TERMS
MiNeeds LLC ("MiNeeds") welcomes you. MiNeeds LLC provides a collection of online resources, including but not limited to, online defined searches, hosting/listing of people's offerings and needs, targeted biddings/auction system, personal spaces, personalized listings, classified ads, purchasing services, including but not limited to MiNeeds Get Filmed!, advertising/marketing package (the "Service") subject to the following Terms of Use ("TOU"). By accessing or using our website at http://www.mineeds.com and/or the Service in any way, you are agreeing to comply with this TOU. In addition, when using particular MiNeeds services, you agree to abide by any applicable posted guidelines for all MiNeeds services, which may change from time to time without notice to you.
2. MODIFICATIONS TO THIS AGREEMENT
MiNeeds reserves the right, at its sole discretion, to change, modify or otherwise alter these terms and conditions at any time without further notice. Such modifications shall become effective immediately upon the posting thereof. Your continued use of the Service or the Site after any such changes constitutes your acceptance of the new Terms of Use. You must review this agreement on a regular basis to keep yourself apprised of any changes. You can find the most recent version of the TOU at: http://mineeds.com
3. YOUR REGISTRATION OBLIGATIONS
In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the
4. MINEEDS PRIVACY POLICY
Registration Data and certain other information about you are subject to our Privacy Policy. For more information, see our full privacy policy at http://www.mineeds.com. You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by MiNeeds and its affiliates.
5. MEMBER ACCOUNT, PASSWORD AND SECURITY
You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify MiNeeds of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. MiNeeds cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.
6. MEMBER CONDUCT
You understand that all information, data, text, software, music, sound, photographs, graphics, videos, messages, tags, file attachments, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not MiNeeds, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. MiNeeds does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will MiNeeds be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.
You agree to not use the Service to:
a. Upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
b. Harm minors in any way;
c. Impersonate any person or entity, including, but not limited to, a MiNeeds official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
d. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
e. Upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
f. Upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
g. Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose;
h. Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
i. Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
j. Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
k. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
l. Provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
m. "Stalk" or otherwise harass another; and/or
n. Collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above.
You acknowledge that MiNeeds may or may not pre-screen Content, but that MiNeeds and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Service. Without limiting the foregoing, MiNeeds and its designees shall have the right to remove any Content that violates the TOU.
You acknowledge, consent and agree that MiNeeds may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOU; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of MiNeeds, its users and the public.
7. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the
8. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE
MiNeeds does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant MiNeeds the following worldwide, royalty-free and non-exclusive license(s), as applicable:
a. With respect to Content you submit or make available for inclusion on publicly accessible areas of MiNeeds, you agree to grant MiNeeds the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purposes of providing and promoting the specific MiNeeds listing to which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the Service and will terminate at the time you remove or MiNeeds removes such Content from the Service.
b. With respect to photos, graphics, audios, videos, or file attachments of any type you submit or make available for inclusion on publicly accessible areas of the Service, you agree to grant MiNeeds the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purpose for which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the Service and will terminate at the time you remove or MiNeeds removes such Content from the Service.
9. INDEMNITY
You agree to indemnify and hold MiNeeds and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the TOU, or your violation of any rights of another.
10. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your MiNeeds ID), use of the Service, or access to the Service.
11. MODIFICATIONS TO SERVICE
MiNeeds reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that MiNeeds shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
12. DEALINGS WITH SERVICE PROVIDERS OR OTHER MEMBERS OF MINEEDS
Your correspondence or business dealings with service providers or other members of MiNeeds, found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, offers, bids, or representations associated with such dealings, are solely between you and such service providers and/or members. You agree that MiNeeds shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such service providers and/or members on the Service.
You agree to grant MiNeeds the rights to analyze data exchanged and entered by members so MiNeeds can provide any service it chooses to its members.
13. DEALINGS WITH ADVERTISERS
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that MiNeeds shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.
You agree to grant MiNeeds the rights to analyze data entered by members for the sole purposes of MiNeeds targeting advertisements.
14. LINKS
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because MiNeeds has no control over such sites and resources, you acknowledge and agree that MiNeeds is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that MiNeeds shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
15. ADVERTISING RIGHTS
MiNeeds reserves and has the right to sell, license and/or display any advertising, attribution, links, promotional and/or distribution rights in connection with Your Content, and MiNeeds will be entitled to retain any and all revenue generated from any sales or licenses of such advertising, attribution, links, or promotional or distribution rights. Nothing in this TOU obligates or may be deemed to obligate MiNeeds to sell, license or offer to sell or license any advertising, promotion or distribution rights.
16. PAYMENT
Payment for MiNeeds Services shall be made at the time the purchase order is placed on MiNeeds by credit card or other means solely authorized and made available by MiNeeds. This Payment is NON-REFUNDABLE in whole or in part, under any circumstances even once Payment.
17. CANCELLATION
Once you purchase any of MiNeeds Services, the Media Placement cannot be cancelled except pursuant to MiNeeds Cancellation Policies.
18. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MINEEDS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. MINEEDS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MINEEDS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOU.
19. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MINEEDS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MINEEDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
20. MINEEDS’S RESERVATION OF RIGHTS
In addition to all other legal remedies available to MiNeeds, You acknowledge that MiNeeds has the right to remove Your Content from the Service or refuse to include Your Content in the Service, suspend or terminate Your MiNeeds account or refuse to grant You access to any current or future use of the Service or any MiNeeds service, with or without warning, if MiNeeds, in its sole discretion, believes You have: (i) violated or tried to violate the rights of MiNeeds or others; or (ii) violated or tried to violate or acted inconsistently pursuant to this TOS or any other terms of the TOU.
21. TERMINATION
You agree that MiNeeds may, under certain circumstances and without prior notice, immediately terminate your MiNeeds account, any associated access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOU or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services.
22. GOVERNING LAWS AND JURISDICTION
This TOU, which apply to your use of the Service, and the relationship between you and MiNeeds shall be governed by the laws of the State of