Effective: November 3^rd, 2008

Welcome to the Kyudu Terms of Use Agreement

Remiks, Inc. (“Remiks”) provides this service (“Kyudu”, “Kyudu.com”, or “the Site”) subject to this Terms of Use Agreement (the “Terms”). The Terms describe the conditions on which you may access and use Kyudu. In order to become a user (a “Member”) of Kyudu, you must first read and accept all the terms and conditions set forth in both the Terms and the Kyudu Privacy Policy. In the event of any conflict between the Terms and the Kyudu Privacy Policy, the Terms shall control.

By using Kyudu, you certify that you have read, understood, and agree to the Terms. If you do not agree to be bound by the terms and conditions of the Terms, you may not access or use Kyudu.

We reserve the right to modify the Terms at anytime, and without prior notice, by posting amendments on this website. Your continued use of Kyudu indicates your acceptance of the amended Terms.






Description of Service

Kyudu is an online service that enables business professionals to find and connect with other professionals using a variety of attributes, including their job function, industry, location, and areas of expertise. The service also enables its Members to collaborate with one another in a private page - a virtual conference room - where they can share electronic files, start discussion threads, schedule meetings, and chat in real-time.






Membership Eligibility and Registration

Membership Eligibility:
By using Kyudu, you represent and warrant that you have the right, authority, and ability to enter into this Agreement and to adhere to all the terms and conditions of the Terms. Kyudu is not available to minors under the age of 18. The Member subsequently warrants and represents that he or she is at least 18 years of age at the time of registration.

Kyudu is not available to Members who have been suspended or removed from the system by Kyudu for any reason whatsoever. Members are only entitled to create one (1) account on Kyudu and may not have more than one (1) active account. In addition, Members are prohibited from selling, trading, sharing, or otherwise transferring their account on Kyudu to another party.

Membership to Kyudu is by invitation-only. Accordingly, individuals may not create an account on Kyudu without receiving an invitation either from an existing member or from Kyudu. Invitations can only be used to create one (1) account on Kyudu, and non-members are prohibited from providing other individuals with an invitation without prior approval from Kyudu. Remiks reserves the right to refuse membership to any individual based on its sole discretion, and for any or no reason whatsoever.

Member Registration:
Members must complete Kyudu’s registration process prior to using its services. The Member warrants and represents that all of the information provided by the Member for registration is true, accurate, current, and complete. The Member further warrants and represents that he or she will maintain and promptly update all of his or her account information to ensure that it is true, accurate, current, and complete. If a Member provides any information that is untrue, inaccurate, outdated, or incomplete, or if Remiks has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, then Remiks may suspend or terminate the Member’s account and refuse any and all current or future use of Kyudu.

It is technically impossible for Remiks to verify with certainty that the information provided by every Member is true, accurate, current, and complete, or whether the Member registered with Kyudu is in fact the individual he or she represents to be. As such, Remiks assumes no liability for the actual identity of any of its Members. Every Member is therefore solely responsible for verifying the actual identity of another Member.

The Member shall choose a password upon registration. The Member is obliged to keep this password confidential and is fully responsible for all activities that occur under his or her account or password. Remiks (including anyone affiliated with Remiks or Kyudu) does not have access to the Member’s password. Therefore, Remiks shall not disclose your password to any third party and shall not ask for the Member’s password at anytime. The Member agrees to immediately notify Remiks of any unauthorized use of his or her password or account or of any other breach of security. The Member further agrees to completely sign out from his or her account at the end of each session when accessing Kyudu from a publicly accessible computer. Remiks cannot and will not be liable for any loss or damage arising from the Member’s failure to comply with this Section.

By completing the registration process, the Member consents to enter into, and abide by, all the terms and conditions of the Terms. Remiks indicates its acceptance of this offer by activating the membership for use of Kyudu. Agreement to the Terms is executed by the aforementioned acceptance by Remiks.






Member Conduct and Obligations

By using Kyudu, the Member understands and agrees that he or she shall not (and agrees not to allow any third party to):

• Post content or engage in communications that are unlawful, libelous, abusive, obscene, discriminatory, or otherwise objectionable.
• Upload any photographs or images of any other individual or of other beings (e.g. animals, fictional characters, etc.).
• Use Kyudu for any illegal purpose, intentionally or unintentionally, including but not limited to conspiring to violate any applicable local, state, national, or international laws.
• Falsely state, impersonate, or otherwise misrepresent his or her identity, including but not limited to the use of a pseudonym, or the misrepresentation of any of his or her account and profile information, including but not limited to current or previous positions, qualifications, job functions, or affiliations with either an individual or an organization.
• Use or in any way make available without authorization any contents (including images) protected by law (e.g. by copyright, trademark, patent, utility patent, or design patent laws) or by contractual and fiduciary relationships (e.g. nondisclosure agreements, insider information), or advertise, promote, offer or distribute any goods or services protected by law.
• Use or in any way transmit any unsolicited or unauthorized advertising, promotional materials (e.g. junk mail, spam, chain letters, pyramid schemes) or any other form of solicitation.
• Use or in any way transmit any material that contains software viruses, worms, defects, 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.
• Stalk, harass, or unreasonably annoy any other Member.
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through Kyudu.
• Modify, adapt, translate, or reverse engineer any portion of Kyudu.
• Remove any copyright, trademark or other proprietary rights notices contained in or on Kyudu.
• Use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of Kyudu.
• Collect, distribute, or publicly disclose any of the contents of Kyudu or any information about another Member.
• Reformat or frame any portion of the web pages that are part of Kyudu.
• Submit any content or material that falsely expresses or implies that such content or material is sponsored or endorsed by either Kyudu or Remiks.
• Use Kyudu to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene.
• Copy or store any content, information, or other materials offered on Kyudu for any type of commercial use.
• Take any action that, based on our sole discretion, may impair the operability of Kyudu’s infrastructure, especially any action that may overload Kyudu’s network and server infrastructure.

The Member is expected to abide by all of the aforementioned rules of conduct. Failure to do so will result in the termination of their account on Kyudu.






Member Content, Data, or Other Information

Content:
Through Kyudu, Remiks provides the User with a platform on which to establish contact with other users, and only provides those technical applications that enable users to contact and collaborate with one another.

Remiks does not take part in any communications between Members, nor does it contribute any content to such communications. If Members enter into agreements with one another via Kyudu, they shall be entirely responsible for such agreements and Remiks shall not be a contracting party to these agreements. Remiks shall not be liable in any way for any losses, damages, or consequences arising from the exchange of content between Members or for any agreements entered into between Members.

The Member acknowledges that Remiks does not preview or pre-screen content but retains the right in its sole discretion to refuse or relocate any content posted on the Site. Further, Remiks reserves the right to remove any content that violates the Terms or is otherwise objectionable.

The Member understands and agrees that Remiks may preserve content and may also disclose content if required to do so by law or in the good faith belief that said actions are reasonably necessary to comply with any applicable legal processes, enforce the Terms, respond to claims that content violates the rights of a third party, or protect the rights, property, or personal safety of Remiks, Kyudu Members, and the public.

Member Content Representation and Responsibility:
The Member represents and warrants that any content he or she posts on Kyudu, including in communications with other Members is his or her intellectual property or that he or she has obtained any necessary permissions or licenses for, and to share, such content with Kyudu and its Members, and that such content does not infringe upon the intellectual property rights of any third party.

The Member agrees that he or she will not submit content on Kyudu that is unlawful, harmful, threatening, defamatory, profane, deceptive, or misleading, or otherwise violates these Terms.

The Member further agrees to indemnify, defend and hold harmless Remiks and Kyudu Members from and against any third party claim that content he or she submits infringes upon any patent, trademark, copyright, trade secret or other intellectual property right.

Remiks does not make any warranties or representations regarding any data, content, or other information provided or made available by any Member on Kyudu. In particular, Remiks does not warrant or represent that said data, content, or other information is true or accurate, or that it fulfils or serves any particular purpose.

The Member is solely responsible for his or her content. In addition, the Member acknowledges that Remiks does not endorse and is not responsible for content. Remiks does not create or develop content, but reserves the right to revise and/or delete content in whole or in part for any or no reason whatsoever.

Rights to Member Content:
By posting content on Kyudu, including but not limited to all communications, forum discussions, and collaborations with other Members, the Member agrees to and hereby grants, and the Member represents and warrants that he or she has the right to grant, Remiks an irrevocable, perpetual, worldwide, fully paid up, royalty-free, transferable, and exclusive license to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such content, in whole or in part, in original form or as edited or modified by Remiks, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing.

In addition, duplication or the use of any content on Kyudu, including in its discussion forums and collaborations, in other electronic or printed publications is prohibited without the express written consent of Remiks. The copying, downloading, dissemination, distribution or storing of the contents of Kyudu is prohibited without Remiks’ written consent.






Copyright Policy and DMCA Notice

Remiks prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If a Member believes that his or her intellectual property right is infringed by any content on Kyudu, he or she should write to Remiks at the address shown below, giving a written statement that contains: (a) identification of the copyrighted work and/or intellectual property right claimed to have been infringed; (b) identification of the allegedly infringing material on Kyudu that is requested to be removed; (c) the Member’s name, address, daytime telephone number, and e-mail address; (d) a statement that the Member has a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law; (e) a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of the right that is allegedly infringed; and, (f) the signature of the intellectual property right owner or someone authorized on the owner's behalf to assert infringement of the right.

Remiks will process notices of alleged infringement that it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA). Under appropriate circumstances, individuals who repeatedly submit infringing or unlawful material will be prohibited from posting content on Kyudu and their account will be terminated. Remiks’ contact for submission of notices under this Section regarding claimed copyright infringement is:

Remiks, Inc.
Attn: Copyright Infringement
1530 Key Boulevard, Suite 616,
Arlington, VA 22209
U.S.A.






International Use

The Member agrees to comply with all applicable local, national, and international rules including but not limited to rules regarding online conduct and acceptable content. The Member further agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which he or she resides.






Termination of Membership

The Member understands and agrees that Remiks may, with or without cause, immediately terminate his or her account and access to Kyudu without prior notice.

Without limiting the foregoing, Remiks reserves the right to terminate the Member’s account in the event that:

• The Member breaches or violates the Terms.
• The Member fails to comply with any applicable legal provisions.
• Remiks receives requests from law enforcement or other government agencies to take said action.
• The Member causes harm to any other Member.
• The Member requests that Remiks terminate his or her account on Kyudu.
• Kyudu experiences unexpected technical issues or problems.
• The Member’s account is inactive for extended periods of time.

Termination of the Member’s account with Kyudu includes removal of access to all offerings within Kyudu and may also bar the Member from future use of Kyudu. The Member also agrees that all terminations shall be made in Remiks’ sole discretion and that Remiks shall not be liable to him or her nor to any third party for the termination of, or revocation of access to, his or her account with Kyudu.

The Member may terminate his or her account with Kyudu at any time without cause. The Member may deliver notice of termination at any time using the contact form available on Kyudu, or by emailing us directly to memberservices@kyudu.com.






Monitoring and Enforcement of Member Conduct

While we have the right to monitor Member activity, content, and conduct on Kyudu, we are not obligated to do so. Since Remiks does not, and may not have the ability to, control or actively monitor Member content, we do not guarantee its accuracy, integrity or quality.

In the process of using Kyudu, the Member may be exposed to content that he or she finds offensive or objectionable. The Member can contact Kyudu’s Member Services Team using this contact form to alert us of content that he or she finds objectionable. We may investigate the complaints and violations of the Terms that come to our attention and may take any action that we believe is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts. However, because situations and interpretations vary, Remiks also reserves the right not to take any action.

Under no circumstances will Remiks 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, access to, or denial of access to any content on Kyudu. In addition, under no circumstances will Remiks be held liable for the consequences of any inappropriate conduct undertaken by any of Kyudu’s Members.






Communications from Kyudu

The Member understands and agrees that he or she may receive certain communications from Kyudu, including external email notifications, automated member matches, up to three (3) welcome emails, service announcements and other administrative messages, and that these communications are considered part of Kyudu’s services. Your ability to opt out of these communications, if any, will be governed by Kyudu’s Privacy Policy.






Availability of Service

The Member acknowledges and agrees that it is technically impossible to achieve one hundred (100) percent availability of Kyudu. Remiks shall nonetheless endeavor to keep Kyudu available without interruption. Events related to maintenance, security or capacity requirements, and/or events beyond Remiks’ control (e.g. disruptions in public communication networks, power failures etc.), may result in brief malfunctions or temporary interruptions of the services provided on Kyudu. Under no circumstances will Remiks be held liable or responsible for any consequences that arise as a result of an interruption in the availability of Kyudu, as covered in this Section.






Disclaimer of Warranties

KYUDU IS PROVIDED BY REMIKS ON AN "AS IS" AND “AS AVAILABLE” BASIS. REMIKS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO THE OPERATION OF KYUDU, OR TO THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON KYUDU. REMIKS DOES NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY, OR RETENTION OF ANY MEMBER INFORMATION OR COMMUNICATIONS BETWEEN MEMBERS. REMIKS ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR EXISTENCE OF ANY COMMUNICATIONS BETWEEN MEMBERS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, REMIKS DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

REMIKS MAKES NO WARRANTY THAT: KYUDU WILL MEET THE MEMBER’S REQUIREMENTS, KYUDU’S SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THE RESULTS THAT MAY BE OBTAINED FROM USING KYUDU WILL BE ACCURATE OR RELIABLE, THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH, OR AVAILABLE ON, KYUDU WILL MEET THE MEMBER’S EXPECTATIONS, OR THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

THE MEMBER HEREBY ACKNOWLEDGES THAT HIS OR HER USE OF THIS SITE IS AT HIS OR HER SOLE RISK. UNDER NO CIRCUMSTANCES SHALL REMIKS OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM THE USE OF, OR THE INABILITY TO USE, KYUDU OR THE INFORMATION CONTAINED ON KYUDU OR OBTAINED FROM THE MEMBER’S USE OF KYUDU.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE MEMBER FROM REMIKS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.






Indemnity

By accepting the Terms, the Member agrees to indemnify and otherwise hold harmless Remiks, its officers, employees, agents, subsidiaries, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages resulting from: the Member’s use of Kyudu; unauthorized access to or alteration of the Member’s communications with or through Kyudu; or, any other matter relating to Kyudu. Any business transactions that may arise between Members from their use of Kyudu are the sole responsibility of the Members involved.






Limitation of Liability

THE MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT REMIKS SHALL NOT BE HELD LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, GOODWILL, LOSS OF INFORMATION OR DATA, OR OTHER INTANGIBLE LOSSESS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UNDER NO CIRCUMSTANCES WILL REMIKS’ TOTAL CUMULATIVE DAMAGES EXCEED ONE HUNDRED US DOLLARS (US$100).






Kyudu Intellectual Property Rights

All material, content, graphics, and data on Kyudu, whether explicitly marked or not, is the proprietary property of Remiks. Such materials may not be copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, uploaded, or otherwise exploited without Remiks’ prior written consent.






Changes to the Terms or the Kyudu Service

The Member agrees and understands that both the Terms and Kyudu may be modified by Remiks at any time without prior notice, and such modifications will be effective upon Remiks’ posting of the amended Terms and/or upon implementation of the amendments to Kyudu. The Member agrees to review the Terms periodically to ensure that he or she is aware of any modifications. The Member’s continued use of Kyudu, after any modifications, indicates his or her acceptance of the modified Terms. Unless expressly stated otherwise by Remiks, any new features, new services, enhancements or modifications to Kyudu implemented after the Member’s initial access to Kyudu shall be subject to the Terms.






Entire Agreement

The Terms of Use Agreement constitutes the entire agreement between the Member and Remiks and governs his or her use of Kyudu, superseding any prior agreements between the Member and Remiks.






Governing Law

The Terms of Use Agreement between the Member and Remiks will be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of laws principles.






Contact Information

If you have any questions or comments regarding the Terms of Use Agreement, or would like to report a violation of the Terms, please email us to legal@kyudu.com or send us postal mail to:

Remiks, Inc.
Attn: Terms of Use
1530 Key Boulevard, Suite 616
Arlington, VA 22209,
U.S.A.