Last Updated: February 8, 2007

1. Acceptance of Terms

UPworld provides a collection of online information and resources, including classified ads, business and people directory listings, project space, news articles, event listings, and various email services. These terms of service ("Terms of Service") apply to these above described online applications branded under UPworld or customized versions of the online application (collectively referred to as the "Service"). The Service features and capabilities may vary depending on the version or level of the Service provided with these Terms of Service. As used in the Terms of Service, the terms "you", "your" or "user" all refer to the person using the Service in any way. By using the Service in any way, you are agreeing to comply with these Terms. In addition, when using particular UPworld services, you agree to abide by any applicable posted guidelines for all UPworld services, which may change from time to time. Should you object to any term or condition of these Terms, any guidelines, or any subsequent modifications thereto or become dissatisfied with UPworld in any way, your only recourse is to immediately discontinue use of UPworld.

2. Modifications to this Agreement

We reserve the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such modifications shall become effective immediately upon the posting thereof. You must review this agreement on a regular basis to keep yourself apprised of any changes.

You agree that UPworld may modify the Terms of Service if necessary to comply with any other agreements that UPworld is currently bound by or will be bound by in the future, and/or with applicable law, as well as to adjust to changing business circumstances. Your continued use of any of the Service shall constitute your acceptance of the Terms of Service with the new modifications. If you do not agree to any of such changes, you may terminate the Terms of Service by immediately cease all access and use of the Service. You agree that such termination will be your exclusive remedy if you do not wish to abide by any changes to the Terms of Service.

3. Permitted Uses and Restrictions on Use

Subject to these terms and conditions of the Terms of Service, UPworld ("UPworld") will provide the Service that allows you to manage your business contacts, profile, networks, projects, and other related information and services on the World Wide Web. You may not use the Service until you have read and accepted all of the Terms of Service, which must be done before successfully creating an account. In order to use the Service, you must at your own expense obtain access to the World Wide Web, either directly or through devices that access web-based content. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.

4. Registration Obligations

In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's basic information form(s) and (b) maintain and promptly update the basic information to keep it true, accurate, current and complete. If you provide any information that we have reasonable grounds to suspect is untrue, inaccurate, not current or incomplete, UPworld may suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

5. Acceptable Use Policy

You agree to comply with UPworld's then-current Acceptable Use Policy as posted from time to time. You understand that all postings, messages, text, files, images, photos, video, sounds, or other materials ("Content") posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such Content originated. More specifically, you are entirely responsible for all Content that you post, email or otherwise make available via the Service. By submitting Content to UPworld in connection with this Service, you warrant that: (i) you are the owner of such Content, or have been granted all the rights necessary from the owner of Content to submit such Content to UPworld, and (ii) the use of Content by UPworld and its members will not infringe or misappropriate the intellectual property rights of or otherwise violate the rights of any third party. You understand that UPworld does not control, and is not responsible for Content made available through the Service, and that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, the UPworld site and Content available through the Service may contain links to other websites, which are completely independent of UPworld.

UPworld makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other websites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will UPworld be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Service. You acknowledge that UPworld does not pre-screen or approve Content, but that UPworld shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via the Service, for violating the letter or spirit of the Terms or for any other reason.

You agree to not use the Service to:

A. impersonate any person or entity, including, but not limited to, an UPworld official, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

B. interfere with or disrupt the Service or servers or networks connected to the Service;

C. violate any applicable law or regulation, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission and any rules of any securities exchange;

D. incite or provide instructional information about illegal activities.

6. Access, Passwords and Security

You are responsible for the confidentiality and use of your password(s) and account name(s). You will be responsible for all electronic communications, including account registration and other account holder information, email and financial, accounting and other data including any Content ("Electronic Communications") entered through or under your password(s) or account name(s). UPworld will act as though any Electronic Communications it receives under your password(s) or account name(s) will have been sent by you. You agree immediately to notify UPworld if you become aware of any loss or theft or unauthorized use of any of your password(s) and/or account name(s).

7. General Practices Regarding Use, Storage and Service Access

You acknowledge that UPworld may establish from time to time general practices and limits concerning use of the Service, including without limitation, establishing the maximum amount of storage space you have on the Service at any time, as well as limiting the number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that UPworld has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. As a condition of use for this Service, you agree that, in the event of an error with your Service, a Service technician shall be permitted to access your Content as necessary to resolve the problem. You acknowledge that UPworld reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

8. Notification of Claims of Infringement

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify UPworld's agent for notice of claims of copyright or other intellectual property infringement ("Agent"), at:

Please provide our Agent with the following Notice:

a) Identify the material on the UPworld site that you claim is infringing, with enough detail so that we may locate it on the website;

b) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

c) A statement by you declaring under penalty of perjury that (1) the above information in your Notice is accurate, and (2) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;

d) Your address, telephone number, and email address; and

e) Your physical or electronic signature.

UPworld will remove the infringing posting(s), subject to the procedures outlined in the Digital Millennium Copyright Act (DMCA).

9. Privacy Policy

For details about UPworld's privacy policies, please refer to the Privacy Policy, accessible via the footer navigation on the home page. You agree to the terms and conditions of the UPworld Privacy Policy, as it may be amended from time to time, which is incorporated herein by reference.

Your use of the UPworld website or the Service signifies acknowledgement of and agreement to our Privacy Policy. You further acknowledge and agree that UPworld may, in its sole discretion, preserve or disclose your Content, as well as your information, such as email addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce these Terms; respond to claims that any Content violates the rights of third-parties; respond to claims that contact information (e.g. phone number, street address) of a third-party has been posted or transmitted without their consent or as a form of harassment; protect the rights, property, or personal safety of UPworld, its users or the general public.

10. Conduct

You agree not to post, email, or otherwise make available Content:

a) that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, or is harmful to minors in any way;

b) that is pornographic or depicts a human being engaged in actual sexual conduct including but not limited to (i) sexual intercourse, including genital-genital, oral-genital, anal-genital, or oral-anal, whether between persons of the same or opposite sex, or (ii) bestiality, or (iii) masturbation, or (iv) sadistic or masochistic abuse, or (v) lascivious exhibition of the genitals or pubic area of any person;

c) that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

d) that violates the Fair Housing Act by stating, in any notice or ad for the sale or rental of any dwelling, a discriminatory preference based on race, color, national origin, religion, sex, familial status or handicap (or violates any state or local law prohibiting discrimination on the basis of these or other characteristics);

e) that impersonates any person or entity, including, but not limited to, an UPworld employee, or falsely states or otherwise misrepresents your affiliation with a person or entity (this provision does not apply to messages that are lawful non-deceptive parodies of public figures.);

f) that includes personal or identifying information about another person without that person's explicit consent;

g) that is false, deceptive, misleading, deceitful, misinformative, or constitutes "bait and switch";

h) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;

i) that constitutes or contains "affiliate marketing," "link referral code," "junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited commercial advertisement;

j) that constitutes or contains any form of advertising or solicitation if: posted in areas of the UPworld sites which are not designated for such purposes; or emailed to UPworld users who have not indicated in writing that it is ok to contact them about other services, products or commercial interests.

k) that includes links to commercial services or web sites, except as allowed in "services";

l) that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law.

m) 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;

n) that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Service, or that otherwise negatively affects other users' ability to use the Service; or

o) that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Service.

Additionally, you agree not to:

p) contact anyone who has asked not to be contacted;

q) "stalk" or otherwise harass anyone;

r) collect personal data about other users for commercial or unlawful purposes;

s) use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Service - unless expressly permitted by UPworld;

t) post non-local or otherwise irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;

u) attempt to gain unauthorized access to UPworld's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service or the UPworld website; or

v) use any form of automated device or computer program that enables the submission of postings on UPworld without each posting being manually entered by the author thereof (an "automated posting device"), including without limitation, the use of any such automated posting device to submit postings in bulk, or for automatic submission of postings at regular intervals.

11. No Spam Policy

You understand and agree that sending unsolicited email advertisements to UPworld email addresses or through UPworld computer systems, which is expressly prohibited by these Terms, will use or cause to be used servers located in Texas or New York. Any unauthorized use of UPworld computer systems is a violation of these Terms and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.). Such violations may subject the sender and his or her agents to civil and criminal penalties.

12. Modifications to the Service

UPworld reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) at reasonable notice to you. You agree that UPworld shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. UPworld may specify from time to time the version(s) of related products required in order to use the Service (e.g. supported browser versions).

13. Monthly Fees

User agrees to pay the then-current non-refundable fees associated with the level of Service chosen. Additional fees may apply for (i) optional add-on features to the Service; and may apply in the event user elects to transfer from one level of the Service to another. When user subscribes and provides payment information user's valid credit card or bank account will be debited and will automatically be debited monthly or annually depending upon the payment option chosen at the then-current rate to maintain the service unless user notifies us to cancel the Service prior to the beginning of the next renewal period. UPworld reserves the right to modify its fees with or without notice. Delinquent accounts may be suspended or canceled at UPworld's sole discretion; however, charges will continue to accrue until the account is canceled. UPworld may bill an additional charge to reinstate a suspended account.

14. Termination

You acknowledge and agree that UPworld may suspend or terminate your account and/or deny you access to, use of, or submission of Content for, all or part of the Service, without prior notice, if you engage in any conduct that UPworld believes, in its sole discretion: (a) violates any term or provision of the Terms of Service, (b) violates the rights of UPworld or third parties, (c) or is otherwise inappropriate for continued access and use of the Service. In addition, UPworld reserves the right to terminate inactive membership accounts. You agree that upon termination, either by you or us, we may delete all Content and information related to your account and may bar your access to your account and the Service including, but not limited to, access to any of your Content entered into or used in connection with the Service. Further, you agree that UPworld shall not be liable to you or any third-party for any termination of your access to the Service. You agree to defend, indemnify and hold UPworld harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of the Terms of Service, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of Service.

15. Third Party Content, Sites, Links & Services

The UPworld site and Content available through the Service may contain features and functionalities that may link you or provide you with access to third party content which is completely independent of UPworld, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole.

You acknowledge and agree that UPworld 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 UPworld 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.

Your interactions with organizations and/or individuals found on or through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

You agree that UPworld shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that UPworld is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release UPworld, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or our service.

16. Proprietary Rights

You acknowledge and agree that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information that may have been presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

The Service is protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of UPworld. You further agree not to reproduce, duplicate or copy Content from the Service without the express written consent of UPworld, and agree to abide by any and all copyright notices displayed on the Service. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service. UPWORLD is a registered mark in the U.S. Patent and Trademark Office.

17. No Resale, Etc. of the Service

You agree not to copy, sell, resell, rent or sublicense (including offering the Service to third parties on an applications service provider or time-sharing basis), lease, loan, redistribute, or create a derivative work of any portion of the Service, use of the Service, or access to the Service. You agree not to access the Service by any means other than through the interface that is provided by UPworld for use in accessing the Service.

18. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ANY CONTENT OR ADD-ON FEATURES THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UPWORLD AND ITS SUPPLIERS 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. UPWORLD AND ITS SUPPLIERS MAKE NO WARRANTY THAT THE SERVICE AND ANY CONTENT OR ADD-ON FEATURES THROUGH THE SERVICE (i) WILL MEET YOUR REQUIREMENTS OR RESULT IN REVENUES OR PROFITS, (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) WILL PROVIDE THE RESULTS THAT OBTAINED FROM THE USE OF THE SERVICE TO BE ACCURATE OR RELIABLE, AND (iv) WILL PROVIDE THE QUALITY OF ANY PRODUCTS, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE TO MEET YOUR EXPECTATIONS. UPWORLD AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THE TERMS OF SERVICE OR THE SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. UPWORLD EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED ANY FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SERVICE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW.

c. ANY CONTENT OR MATERIAL TRANSFERRED FROM, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR ADD-ON FEATURES THROUGH THE SERVICE ARE DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA AND/OR CONTENT THAT RESULTS FROM THE TRANSFER OR DOWNLOAD OF ANY SUCH MATERIAL.

d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UPWORLD OR THROUGH OR FROM THE SERVICE OR ADD-ON FEATURES THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.

19. Representations and Warranties

You represent that, to the best of your knowledge and belief, your use of the Service does not directly or indirectly infringe the legal rights of a third party. You further represent and warrant that all information provided by you in connection with your registration is accurate and reliable.

20. Limitation of Liability

(a) YOU EXPRESSLY UNDERSTAND AND AGREE THAT UPWORLD AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, CONTENT OR OTHER INTANGIBLE LOSSES (EVEN IF UPWORLD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE, CONTENT AND/OR ANY INFORMATION; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, CONTENT, INFORMATION OR SERVICE 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 CONTENT; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

(b) YOU ALSO AGREE THAT UPWORLD WILL NOT BE LIABLE FOR ANY (a) INTERRUPTION OF BUSINESS, (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) YOU ACCESS THROUGH THIS SERVICE; (c) CONTENT NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (d) EVENTS BEYOND UPWORLD'S REASONABLE CONTROL;

(c) IN NO EVENT SHALL UPWORLD'S MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU TO UPWORLD FOR THE SERVICE, BUT IN NO EVENT GREATER THAN THREE HUNDRED DOLLARS ($300.00). BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

21. General Information

The Terms of Service constitutes the entire agreement between you and UPworld and governs your use of the Service, superseding any prior agreements between you and UPworld (including, but not limited to, any prior versions of the Terms of Service) with respect to its subject matter. Except as otherwise provided herein, the Terms of Service shall be governed by the laws of the State of New York without regard to its conflict of law provisions. Except as otherwise provided in the Terms of Service, you and UPworld agree to submit to the personal and exclusive jurisdiction of the courts located within the county of New York, NY. The Terms of Service does not limit any rights that UPworld may have under trade secret, copyright, patent, trademark or other laws. The failure of UPworld to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. You agree that any claim or cause of action arising out of or related to use of the Service or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect. The Terms of Service will inure to the benefit of UPworld and its successors and assigns.

22. Survival

All representations, warranties, Sections 18, 19, 20, 21and 22 in the Terms of Service shall survive the termination of the Terms of Service. Modified as of February 8, 2007.