Welcome to ICABA. These Terms of Service constitute the agreement (”Agreement”) between ICABA Media Holdings, LLC (”ICABA”) and the individual member (”Member”) providing information and completing the Sign-in process. Upon completion of the Sign-in process and approval by ICABA, you will become a Member and you will join (”Membership”) the ICABA professional network. Upon becoming a Member you will also be provided with the ability to publish information about yourself, an email account and other services (collectively along with the ICABA website, the “ICABA Network”).

1. ICABA Network Membership Terms and Conditions. You are not permitted to use the ICABA Network unless you are a Member. Membership in the ICABA Network is only by the invitation of ICABA and is not open to the general public. Your Membership is conditioned upon your agreement and compliance with all of the following (”Membership Conditions”):

a. All Member Content (as defined below) that is uploaded by you to the ICABA Network is materially true and accurate. If at any time any Member Content supplied by you is or proves to become inaccurate or misleading, you agreement to modify said Member Content to be true and accurate.

b. You must use your real name. Alias’ and assumed names are not permitted. You may use your “nickname” or other common derivation of your real name so long as not materially misleading.

c. You may not transfer or assign your Membership or any portion of your Membership account to any other person. You may not sell your Membership.

d. You may only have one lifetime Membership. You may not have multiple accounts. If your Membership is expired or closed for any reason you may reactivate your Membership only with the consent of ICABA. If your Membership is terminated or suspended for any reason, you may not create another account.

e. Failure to comply with the terms of this Agreement or violation of any of the Membership Conditions may result in immediate suspension or termination of your Membership, without any prior notice.

2. Member’s Acceptance of ICABA Network Terms of Service. The Member signifies its irrevocable acceptance of this Agreement upon the first to occur of: (i) you click on the “I Agree” button during the Sign-in process; or (ii) your first use of the ICABA Network. If you do not agree to be bound by this Agreement, then you should not complete the Sign-in process, provide any Member information and you may not use the ICABA Network. No one is authorized to use the ICABA Network without agreeing to be bound by this Agreement.

3. Parties Bound by Agreement. The Member is responsible for ensuring that all use of the ICABA Network is in accordance with this Agreement. The Member shall ensure that anyone who uses the ICABA Network using the Member’s login and password (whether authorized by the Member or not) abides by this Agreement. The Member shall indemnify and hold ICABA harmless for any violation of this Agreement by any person using the ICABA Network using the Members login information, with or without the Member’s consent or knowledge.

4. Uploading and Viewing Member Content. As a Member, you will have the ability to publish certain information about yourself in your profile on the ICABA Network. In addition to information in your profile, you may also be able to upload or otherwise make available for viewing on the ICABA Network certain information, data, images, video, audio and any other information supplied by you. Any and all information that you provide, upload or otherwise make available for viewing is collectively referred to as “Member Content.” Member Content is only provided by you and other Members. Any information, video or other content provided by ICABA is not Member Content. Before publishing any Member Content, you should take care to make sure that the Member Content is truthful, accurate, not misleading and that you have all necessary rights to publish said Member Content.

5. ICABA License to Publish Member Content. Upon posting, uploading or submitting Member Content or information to the ICABA Network, you thereby automatically grant to ICABA a worldwide, perpetual, irrevocable non-exclusive and royalty-free right to display said Member Content or information on the ICABA Network.

6. ICABA Not Responsible for Objectionable Member Content. ICABA may (but is not obliged) monitor all or any of the Member Content of the ICABA Network. However, you acknowledge and agree that from time to time you may view or experience materials on the ICABA Network which you may find objectionable. If you should find any such objectionable material you should immediately notify ICABA, however there is no assurances that ICABA will find it objectionable, remove or modify it or that ICABA will take any action whatsoever. You acknowledge and agree that if from time to time you should view or experience materials on the ICABA Network which you may find objectionable, that ICABA is not liable or responsible in any manner.

7. No Guarantee of Accuracy of Member Content. You agree and acknowledge that ICABA does not ensure the accuracy, truthfulness, or reliability of any materials or Member Content posted anywhere on the ICABA Network. Any such materials or opinions are those of the Members posting such Member Content and ICABA does not ratify, endorse or support any particular Member Content or posting by any Member.

8. ICABA’s Right to Modify Member Content. In its sole discretion, ICABA may (but is not obliged) take down, modify or remove any Member Content that ICABA determines in its sole discretion to be illegal, harmful, threatening, libelous, defamatory, fraudulent, obscene, in bad taste, not keeping with the overall tenor of the ICABA Network or otherwise objectionable, or because it may infringe or violate any party’s intellectual property or privacy.

9. Modification of Terms of ICABA Network, Fees and Charges. ICABA reserves the right to impose a charge or fees for the use of all or portions of the ICABA Network. ICABA also reserves the right to revise the terms of this Agreement and/or its fees and charges at any time without prior notice to its users and the Member’s continued use of the ICABA Network shall be deemed irrevocable acceptance of those revisions. ICABA may also impose limits on certain features or restrict the Member’s access to all or portions of the ICABA Network without notice or liability. The Member’s continued use of the ICABA Network shall constitute acceptance to be bound by the terms and conditions of the revised Agreement.

10. Member’s Profile and Account Information. The account information provided by the Member during the Sign-up process may be later updated by the Member by logging into the Member’s account and going to “[Account Information]“. The Member is responsible for safekeeping of his or her login name, password and other information. The Member is solely responsible for all information entered into and set forth in the Member’s profile, even if such information was provided by unauthorized persons. The Member must notify ICABA immediately if the Member has reason to know or believes that the Member’s [Account Information], login or password has been compromised or accessed by unauthorized persons.

11. Term. This Agreement begins on the date that the Member accepts this Agreement and the Agreement will continue until the earlier of (the “Term”) (i) the Member’s login name is no longer active; or, (ii) the ICABA Network is terminated.

12. Trademarks and ICABA Network Marks. The Member acknowledges and agrees that the Marks are the sole and exclusive property of ICABA and that nothing herein conveys any interest in the Marks to the Member and the Member may not use or display the Marks. Membership does not include the right to use Marks. “Marks” shall mean all or any of ICABA’s trade name, logo, trademark, trade device, service mark, symbol, code or specification or any abbreviation, contraction, or simulation thereof. This Agreement is not a trademark or servicemark license and does not create a franchise. This paragraph shall survive expiration or termination of the Agreement.

13. Prohibited Uses. Listed below are the Prohibited Uses. The use of the ICABA Network for any of the uses described below (”Prohibited Uses”) is strictly prohibited. The Member hereby authorizes ICABA to terminate or modify the ICABA Network at any time and without notice, if ICABA determines in its sole discretion that the ICABA Network is, or was at any time was, used for a Prohibited Use. The Member is solely responsible for any Prohibited Use of the ICABA Network by the Member (or by anyone other than the Member using the ICABA Network, whether authorized by the Member or not). The Prohibited Uses are as follows:

a. Unlawful Uses. No one may use the ICABA Network for any illegal act or use in any jurisdiction.

b. Spam, Telemarketing or Mass Solicitations. No one may send or distribute spam or unsolicited or unauthorized advertising, promotional materials, junk mail, chain letters, pyramid schemes, or any other type of solicitation to other Members.

c. Collecting Data Prohibited. No one may monitor, data-mine, or copy ICABA webpages or Member Content, nor collect, archive, trade or sell any personal data or communications about other Members. The use of any robot, spider, site search or retrieval program or any other device that copies, retrieves, archives or indexes any portion of the ICABA Network, is not permitted.

d. Inappropriate Conduct. The Member shall not use the ICABA Network in any way that is threatening, abusive, harassing, stalking defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or any similar behavior.

e. Use of Protected Member Content or Other Content. No one may distribute, display or publish in any form, electronic or print, any Member Content or other content from the ICABA Network, or the names or personal information of Members without our express consent, nor can anyone share, transmit or sell any Member Content with anyone who is not a member of ICABA, for whatever reason.

f. Infringing Material. No one may publish on the ICABA Network anything that infringes upon the patents, trademarks, trade secrets, copyrights or other proprietary rights of third parties

14. Termination of Member’s Account. A Member’s account and Membership may be terminated at any time, without a termination penalty or explanation by the Member by doing so on the ICABA Network. ICABA may immediately terminate a Member’s account, in ICABA’s sole discretion and with or without cause, and all access to the website without prior notice. However, the terms of this Agreement shall continue to govern the agreement between ICABA and Member for the period during the Term and all of ICABA’s proprietary rights, disclaimer of warranties, indemnities, limitations of liability and other provisions of this Agreement shall survive said termination. ICABA is not liable or responsible to Member or any third-party for any termination of any Member’s account. Upon termination of a Member’s account, all Member Content provided by Member cannot be returned to Member under any circumstances and ICABA may delete such Member Content or store it in ICABA’s archives for as long as ICABA shall determine.

15. Website and ICABA Network Property of ICABA. The ICABA website and the ICABA Network is the sole and exclusive property of ICABA. ICABA reserves the right to make changes to the website or the ICABA Network as ICABA shall determine in its sole discretion and without any prior notice. ICABA may discontinue the website or the ICABA Network at any time and without prior notice.

16. Survival of Certain Provisions. Notwithstanding the expiration or termination of this Agreement, and except for the Member’s obligation to pay charges for the ICABA Networks during the Term, the remainder of this Agreement shall survive the termination or expiration of the Term.

17. No Third Party Beneficiaries. No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.

18. ICABA Not Party to Agreements Among Members. The ICABA Network is provided so that Members may share information. ICABA is not responsible if two or more Members into agreements or other transactions through the ICABA Network. Unless ICABA is a party to such agreements, ICABA is not liable or obligated for any Agreements by and among Members.

19. Governing Law. This Agreement and the relationship between the Member and ICABA is governed solely by the substantive laws of the State of Florida, without regard to its conflict of law provisions.

20. Venue. The Member and ICABA irrevocable consent to submit to the laws of a court of competent jurisdiction located in Broward County, Florida. The parties agree to submit to the personal and exclusive jurisdiction of the courts located in Broward County, Florida and they irrevocably waive any objection as to venue or inconvenient forum.

21. Assignment. The Member may not assign this Agreement or any rights hereunder. ICABA may assign this Agreement or any rights hereunder at any time to any party, as ICABA shall determine in its sole discretion and without giving prior notice.

22. No Waiver. The failure of ICABA at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by ICABA.

23. Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between the Member and ICABA with respect to the subject matter hereof and this Agreement will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Any amendments or modifications or waivers to this Agreement must be in writing or will be without any effect.

24. Severability. If any part of this Agreement is declared invalid or unenforceable, all other parts of this Agreement will remain valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.

25. NO JURY TRIAL. THE PARTIES HEREBY WAIVE ANY RIGHT TO HAVE ANY CLAIM TRIED IN A JURY TRIAL AND ALL SUCH CLAIMS SHALL BE TRIED IN FRONT OF A JUDGE WITH COMPETENT JURISDICTION.

26. WAIVER OF CLAIMS AFTER ONE YEAR. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

27. DISCLAIMER OF LIABILITY AND INDEMNIFICATION. ICABA HEREBY DISCLAIMS ANY AND ALL LIABILITY OR RESPONSIBILITY FOR THE CONDUCT, ACTIONS, INACTIONS, WILLFUL MISCONDUCT OR NEGLIGENCE OF ITS MEMBERS. ICABA HEREBY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACCURACY OR INACCURACY OF ANY MEMBER CONTENT, DATA, TEXT, OPINIONS, INFORMATION, IMAGES, VIDEO, AUDIO OR OTHER MEMBER CONTENT THAT IS PUBLISHED BY ANY MEMBER. MEMBER AGREES, CONSENTS, ACKNOWLEDGES AND UNDERSTANDS THAT ICABA WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY INACCURACY OF ANY MEMBER CONTENT AND THAT IT IS MEMBER’S DUTY AND OBLIGATION TO VERIFY HIS OR HER MEMBER CONTENT WHEN PROVIDED BY MEMBER AND FROM TIME TO TIME.

28. No warranties. THE ICABA NETWORK IS PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER; ICABA DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE EQUPMENT OR THE ICABA NETWORK, INCLUDING, WITHOUT LIMITATION, THERE ARE NO WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE OR ANY OTHER WARRANTIES WHATSOEVER. ICABA FURTHER DOES NOT REPRESENT OR WARRANT THAT THE ICABA NETWORK WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT LOSS OF QUALITY.

29. All at Member’s Own Risk. The Member acknowledges and agrees that the entire risk arising out of the use or performance of ICABA Network remains with the Member, to the maximum extent permitted by law.

30. LIMITATION OF DAMAGES. UNDER NO CIRCUMSTANCES SHALL ICABA’S AGGREGATE LIABILITY TO MEMBER (OR THOSE USING THE ICABA NETWORK WITH OR WITHOUT THE PERMISSION OF MEMBER) UNDER THIS AGREEMENT EXCEED THE GREATER OF $500 OR THE AGGREGATE CHARGES COLLECTED BY ICABA FROM SUCH MEMBER FOR THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE MEMBER’S CLAIM.

31. DISCLAIMER OF LIABILITY FOR DAMAGES. IN NO EVENT WILL ICABA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER BE LIABLE TO MEMBER (OR THOSE USING THE ICABA NETWORK WITH OR WITHOUT THE PERMISSION OF MEMBER) FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, LOSS OF MEMBER CONTENT, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE ICABA NETWORK. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.

32. Indemnification. The Member shall defend, indemnify, and hold ICABA harmless, its officers, directors, employees, affiliates and agents, from and against any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) that result from or relate to (i) any Member Content published by the Member on the ICABA Network; or (ii) any use by Member (or those using the ICABA Network with or without the permission of Member) of the ICABA Network.