Thank you for your interest in TidWiT.com. This is the user agreement for TidWiT Inc. under which are described the terms and conditions applicable to your use of the Internet domain www.TidWiT.com and everything it may contain, including but not limited to the Web-site and the services provided (all of which are herein generally referred to as �TidWiT�). If you are not in agreement and do not wish to be bound by the terms and conditions of this Agreement, please refrain from accessing or conducting transactions on TidWiT. This document may also contain references to other important documents that have implications on your usage of the TidWiT.com web site, for which it is important that you access through the provided hyperlinks.

TidWiT may amend this Agreement at any time by either e-mailing its users the amendments or posting the amended agreement and new terms on its web site. Unless otherwise expressly stated, the amended agreement shall go into effect 30 days after being posted on the Site. While TidWiT will only amend this agreement in writing, users will not need to accept the amended terms in writing to be bound by them. If for any reason, the user disagrees with the new terms, the user should un-register as a member and refrain from accessing TidWiT.

TidWiT does not sell or buy content. TidWiT does not own the content being marketed or exchanged on its site. It is simply a venue (a content marketplace or exchange) where people and/or entities may sell their own content or buy those of others. What is sold and bought on TidWiT and how it is sold is the prerogative and responsibility of TidWiT�s users or members. While TidWiT allows for the transaction to be conducted between sellers and buyers, TidWiT is in no way responsible for the accuracy, legality, quality, safety, timeliness, and truthfulness of the content or how it is listed or described by the sellers. Rather, TidWiT�s responsibility is limited to making sure that the transaction itself (as opposed to the exchanged content) is properly conducted. Therefore, in the event that as a member or user you have a dispute with another member or user, you agree to release TidWiT in its entirety including but not limited to its officers, board of directors, employees, agents, and subsidiaries) from any potential lawsuit, claim, grievance, demand, or damage whether it be real or foregone, known and unknown, disclosed and undisclosed, and of any other kind.

TidWiT services are available only to those who have the proper legal standing. This excludes but is not limited to minors under the age of 18 -unless accompanied and supervised by their legal guardians- and adults legally found not to be in control of their faculties. Persons representing entities or institutions (proprietorships, partnerships, corporations- profit and nonprofit- government agencies or other) and wishing to use TidWiT must have the legal standing and certified authority to do so. Members or would-be-members, who do not qualify, are not permitted to use TidWiT.

By registering on TidWiT and becoming part of the TidWiT community, you must have read and accepted all of the terms and conditions contained in this TidWiT User Agreement, TidWiT�s Intellectual Property Policy, TidWiT�s Privacy Policy, as well as any other hyperlinks referred to therein.

A password and account name or number will be issued to you by TidWiT upon fulfilling the registration process and requirements. It is fully the responsibility of the TidWiT members to maintain and protect their passwords and accounts. If unauthorized usage of the account were to occur for any reason, it is the responsibility of the member to immediately notify TidWiT. TidWiT will not be liable for any fraud, loss, or damage arising from the failure of its members to properly secure their accounts and passwords.

TidWiT Member information is any information the member provides us during the registration (or later edits), buying, selling, on TidWiT communities, FRHS, message boards, or through customer service phone or e-mail. The accuracy and veracity of this information is solely the responsibility of the member responsible, and TidWiT is but a venue on which this information is posted. You also acknowledge that enabling TidWiT to use the information you supply us on its site in no way shall be construed as violating any rights you might have in that information. Rather, you agree to grant TidWiT a non-exclusive, worldwide, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity, and database rights (but no other rights) on the data you may have entered while registering- which shall exclude any actual content being posted. TidWiT will not disclose private information about you or your content to third parties, unless partially as outlined in clause 6e, or so required to (a) comply with legal process; (b) enforce the this agreement; (c) respond to claims that your content violates the intellectual property rights of third-parties; or (d) to protect the rights, property, or personal safety of TidWiT, its users and the public; or (e) in an aggregated manner in accordance with our Privacy Policy, which can be found at www.tidwit.com/privacypolicy.htm. At all other times, TidWiT will physically, technically, and intellectually secure your information to the extent possible and permissible under US law.

You agree that you will not use any procedure or program be it manual or automated to gather collective information on TidWiT�s business- be it on users, usage, or content or any other form of collective information- without the express and written permission of TidWiT. Additionally, you agree that you may not take any action whether manual or automated that could risk overloading TidWiT or which may hence interfere with its normal operation.

As a TidWiT member, you are responsible for the content that you sell and for the content that you buy. You understand that any and type of content whether data, text, software, music, sound, photographs, graphics, video, messages or other, are the sole responsibility of the person from which such content originated. This means if and when you list, upload, or sell, an item that you, and not TidWiT, are entirely responsible for the content being uploaded, described, and sold. You also understand that TidWiT cannot control the content that you are posting, and thereby you agree not to abuse TidWiT or its community by posting any content which is not of guaranteed accuracy, originality, integrity, or quality. As a TidWiT member, you also understand that by using TidWiT, you may be exposed to content that is offensive, indecent, objectionable, or otherwise inaccurate. Under no circumstances will TidWiT be liable in any way for such content. You also agree NOT to �upload, sell, 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; harm minors in any way; impersonate any person or entity, including, but not limited to, a TidWiT employee, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; "stalk" or otherwise harass another; or collect or store personal data about other users; forge headers or otherwise manipulate identifiers in order to disguise the origin of any content; upload or sell 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); list, upload, or sell any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party; make available any unsolicited or unauthorized advertising, promotional materials, "pyramid schemes," or any other form of solicitation, except in those areas (such as listing space) that are designated for such purpose; or to 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; or disobey any requirements, procedures, policies or regulations of networks connected to TidWiT; 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, or other national or international law enforcement agencies.

The TidWiT Feedback Rating Honor System (FRHS) is designed to create a feedback mechanism where the TidWiT community can give appropriate feedback about content sellers, content buyers, and or about the content itself. FRHS is two layered in that it rates TidWiT members (buyers or sellers) or rates just the content. Only TidWiT members are able to give feedback on FRHS; and their feedback is limited to the content items that they bought or sold and to the buyer or seller with whom they interacted. When using FRHS, TidWiT members must agree to exercise honesty, fairness, and proper judgment refraining from any action, which could undermine the integrity and or reliability of FRHS. TidWiT members must maintain a certain FRHS �level� �which cannot be used outside of TidWiT for any reason- to maintain their TidWiT privileges; otherwise may be suspended or disbarred. Please access www.tidwit.com/PurchasedContent.aspx for more information.

Searching TidWiT�s web-site for content is free of charge. Becoming a member of the TidWiT community is also free. Fees only apply when content is posted. These fees are generally of two types: listing fees and commissions. Listing fees are charged once a member decides to list content within TidWiT. These fees depend on what is being listed, how it is being listed, for how long, how big the files are, as well as other characteristics. Commissions are assessed based on the price of the content being sold. Members will know the exact fees that they will be charged and any potential commissions during the listing procedure; and they will have the option of accepting them. For repeat postings, members will be advised either by e-mail or within their accounts in TidWiT of such charges. For detail of fees and commissions, please access www.tidwit.com/feesandcommissions.htm. Unless stated otherwise, all fees are quoted in U.S. Dollars- even if the users themselves conduct transactions in different currencies. Users will be responsible for their fees and any taxes that may have been generated in the process of selling or buying content. While TidWiT does not expect it to become a common practice, TidWiT reserves the right to alter some or all of its services offering at any time and in any way it deems appropriate to its business and its clients. However, members will have a 30 day advance-notice during which time; they may opt out, without incurring any fees or penalties, at which time they will no longer be able to conduct transactions on TidWiT. Members who do not opt out will be enrolled automatically into the new service plans. TidWiT also reserves the right to change fees and or the fee structure for whatever reason at any time. If and when this happens, members will be advised thirty days in advance of the impending changes either through e-mail or by a notice posted clearly on TidWiT�s home page. Members who choose to accept the new terms and conditions will be automatically enrolled. Those who do not accept the new fee terms may opt out within the thirty days without being charged or penalized. However, they will also no longer be able to transact their business on TidWiT.

While making payments and or paying for fees is secure within TidWiT�s environment, members are advised not to give away important payment information such as credit card, or bank account information to other third parties or members on pages that are non-secure such as but not limited to feedback messages, e-mails, chats, discussion forums.

The Internet as a whole is a venue that opens the doors to the world at large to conduct transactions and access information and content from anywhere and at anytime. The Internet also makes it almost impossible to be 100% sure of who the transaction is being conducted with and whether the other party is truthful in its identity or accurate in its information or content. While some identities may be obscured for protective reasons, others may be used for abuse and or fraud. While TidWiT will use available technologies that allow it to conduct identity verifications; TidWiT community members are advised that these technologies are not yet 100% full-proof. Members are hence advised that the best regulating mechanism is for the TidWiT community to self-regulate itself; releasing TidWiT of any responsibility -whether whole or partial- from potential abuses, misconduct, or fraud related to Internet identities. Members are also advised to be vigilant as whom they are buying from. If unsure or suspicious, read or ask about them. Members are also advised to report suspicious, unacceptable, offensive, or fraudulent activity, as well as other types of anomalies to the rest of the TidWiT community. To that effect, TidWiT provides its members message boards, content and user feedback forms, as well as TidWiT customer service contact information. For more information, users and members are advised to access Buying Content Tips& Selling Content Tips

In term of content accuracy or quality, members and users acknowledge that TidWiT does not pre-screen content, but that TidWiT has the full prerogative and discretion to refuse or henceforth remove any content that is available via TidWiT that it deems violates this agreement or any other TidWiT policy. As TidWiT does not pre-screen content being exchanged on its site, it does not have the obligation nor carry the responsibility of assuring the quality or accuracy of the content. Members are hence advised that they must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content, who it is purchased from and how it is paid for. Members are also encouraged to report content that is inaccurate or that violates TidWiT agreements and/or policies; upon which time, TidWiT may conduct the proper investigation and take the appropriate measures.

Only registered TidWiT members are able to list their items for sale. This means that only those who have accepted this agreement as well as other related or referenced TidWiT documents and policies are able to list their items.

As a TidWiT member, you may only list content items for which you have clear and unambiguous intellectual property ownership; or content items for which you have acquired the unequivocal and intellectual property or resale rights; or content which infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;. For more details on TidWiT�s intellectual property rights, rules, regulations, and policies, please access www.tidwit.com/Policy.aspx.

TidWiT does not claim ownership of the content, which you list and upload for sale on its site. However, with respect to said content, which you submit or make available for inclusion on publicly accessible areas of TidWiT, you hereby grant TidWiT the right to market it on your behalf in whatever way TidWiT may deem appropriate in any format or medium now known or later developed, including but not limited to displaying portions of it, displaying its meta data, and displaying some data about you- the seller- without exceeding any limits as set by this agreement, TidWiT�s Privacy Policy (www.tidwit.com/Policy.aspx) , and or which do not go against any US law. This right exists only for as long as you elect to continue to include your content for sale on TidWiT, and will terminate at the time you remove or TidWiT removes such content from the site.

As a seller, you also agree not to post for sale on TidWiT, content which is deemed to be intentionally false, inaccurate or misleading; content which violates any law, statute, ordinance or regulation (including, but not limited to, those governing export controls, consumer protection, unfair competition, antidiscrimination or false advertising); content which is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; content which contains child pornography; content which contains any viruses or that detrimentally interferes with system data or personal information; or content which intentionally creates an unexpected liability for us- be it technical or otherwise.

Meta data is the data you use to describe your content. It can be a category, description, a keyword, a table of content, a synopsis, a document id, a thumbnail, a brief multimedia clip or sound, or any other type. It is your sole responsibility as a TidWiT member to use the most appropriate and honest Meta data when listing and describing the content you wish to sell.

Under fixed pricing, it is your responsibility as the seller to set the price on the content you wish to sell. Some TidWiT functionalities may help you determine a reasonable market price to charge. However, the ultimate decision of what fixed price to charge for your content is yours and yours alone. While the seller has the option to change the price of a content listing, once the content is sold, the seller can retroact a price change. Rather any content listing price change will only affect future purchases of said content.

Some sellers may prefer to sell their content by negotiating the price with a potential buyer. This type of pricing allows a potential buyer to �haggle� the seller by offering an alternative price, at which point the seller can either reject it or counter-offer within a certain time-frame. If and when a haggled price is reached, it will binding on both TidWiT seller and buyer. Haggled price results will not be posted on the TidWiT site; buyers are not allowed to advertise in any way shape or form the haggled price that they were able to obtain.

Under some circumstances (exclusive and time-sensitive content), content may be sold in an auction format on TidWiT. In such a case, the price will be determined by the highest bidder and the terms and conditions of the sale will need to be very carefully described by the content seller. Buyers are advised to read such terms and conditions carefully as the transaction will be binding once a bid has been placed. Bids may be rejected by sellers if they have not met a reserve auction price.

Any seller found to be posting content that is unacceptable or fraudulent or that infringes on any of the terms outlined in this agreement or in any of TidWiT�s policies; or conducting illicit activity of any kind on TidWiT under US law, without any remedy or compensation may be suspended or otherwise have their account terminated and their content disbarred.

Only registered TidWiT members are able to buy content. This means that only those buyers who have accepted this agreement as well as other related or referenced TidWiT documents and policies are able to purchase content items.

As a TidWiT member, you are bound to accept and respect the intellectual property rights of others, as you would wish them to respect yours. This means that for any content that you buy on TidWiT, you may not in any way alter, copy, print, reproduce, plagiarize, distribute, re-engineer, remarket as your own, or resell partially or fully the content you are buying for any other purpose than that of your own personal and or professional use.

Buyers should be aware that sellers are generally selling their content in an AS IS and WITH ALL FAULTS manner, hence disclaiming any warranty. Also, buyers must acknowledge that due to the nature of content, returns are impractical almost never accepted by sellers. Instead, buyers of content are encouraged to contact the sellers enquire about the content that they are buying before they do so. TidWiT buyers are also encouraged to join TidWiT communities and give honest and fair feedback to the community about the quality of the content they bought and the sellers with whom they interacted- be it good or bad feedback.

TidWiT, our shareholders, officers, board of directors, and employees provide all TidWiT services in an "AS IS" manner and without any explicit or statutory warranty; and therefore, renounce any implied warranty on title, merchantability, fitness for any purpose.

Under no circumstances shall TidWiT�s shareholders, board of directors, management, or employees be liable for any sort of damage resulting from problems in the TidWiT.com web site, including but not limited to technical or accidental problems,� even negligence. TidWiT shall not recognize opportunity cost damages, rather the limit of liabilities will be the amount fees paid to TidWiT during the three months before and after the incident.

You agree to indemnify and not hold TidWiT responsible for any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or its referenced documents.

You hereby agree, that there exists no agency, employment, partnership, or any other type of relationship between TidWiT and yourself except for an independent contractor agreement whose terms are limited by this Agreement and its related documents.

Notwithstanding the global nature of our members and their content, this Agreement shall be governed in all respects by US laws and those of the State of Delaware where TidWiT is incorporated and or the State of Virginia where it operates. This Agreement and the referenced policies and documents constitute the entire understanding and agreement between TidWiT and yourself with respect to the subject matter hereof. You also hereby agree to comply with or be held responsible for all applicable domestic and international laws, statutes, ordinances and regulations that may apply to your usage of TidWiT.

TidWiT can be notified in writing to the following address: Legal Department, 1763 Fountain Drive, Reston, VA 20190, USA. Your notification address shall be considered that given as your physical address during your registration process or your e-mail address. Notification of any kind is deemed given 72 hours after it had been sent physically or 24 hours if sent by e-mail.

Resolution of Disputes. Disputes between you and TidWiT regarding any of our services may be reported to TidWiT�s Customer Service at customerservice@tidwit.com. In the event a dispute arises between you and another user, and you cannot resolve it in an amicable manner, be sure to solicit the help of the TidWiT community. If it is not resolved, and the matter is serious enough, be sure to report it to the relevant authorities. If your dispute is with TidWiT, you and TidWiT hereby agree that such a dispute shall be resolved through binding arbitration, whether in person, on-line, or by phone. The arbitration shall be administered by the American Arbitration Association with their applicable rules and regulations. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Alternatively, the dispute may be referred to a court, in which case, the Virginia court system will hold jurisdiction over the case.

This Agreement shall be rendered operative and effective the latter date of acceptance of the new TidWiT member of these terms and conditions in the registration process or as of August 1, 2003.

The following documents and or sites have been referred to in this agreement, and which you are encouraged to review. TidWiT reserves the right to alter the contents of these documents, changes of which would become effective once they have been posted.

TidWiT Web Site: http://www.tidwit.com
TidWiT Privacy Policy: http://www.tidwit.com/Policy.aspx
TidWiT Feedback Rating Honor System: http://www.tidwit.com/Feedback.aspx
TidWiT Buying & Selling Tips: http://www.tidwit.com/BuyTips.aspx   http://www.tidwit.com/SellTips.aspx
TidWiT Intellectual Property Policies: http://www.tidwit.com/Policy.aspx
TidWiT Fees & Commissions: TidWiT Customer Service: customerservice@tidwit.com