The following document describes the Terms and Conditions on which
eFiltro Co., a Delaware Corp. (dba "New Idea Center"
and "Americas Ventures" ) offers you ("Entrepreneur")
access to our services on this website, www.NewIdeaCenter.com
("the Site"). You certify that you are of sufficient
legal age to use this Site and to create legally binding obligations
for any liability you may incur as a result of the use of the
may not submit any materials to this Site unless you indicate
your assent to these Terms and Conditions - which eFiltro may
change at any time in its sole discretion.
New Idea Center Services
By submitting a business plan to eFiltro's New Idea Center, an
Entrepreneur may seek, with eFiltro's prior consent as described
below,(a) Venture Capital Consulting for eFiltro's assistance
in referring the Entrepreneur to members of our network of venture
capital firms, incubators and angel investors (each, a "Sponsor"),
and/or (b) a Business Plan Analysis, or (c) Business Plan and
Development Consulting services.
If you choose to have eFiltro New Idea Center identify investors
and introduce your company to one or more of the Sponsors/Investors
who have asked eFiltro to refer prospects to them and if eFiltro
chooses to work with you, we will contact you to negotiate a
detailed contract (a "Contract") to meet your specific
needs and outlining the terms and conditions on which eFiltro
will refer you to Sponsors. Remember, neither these Terms and
Conditions nor any other material on this Site constitute an
undertaking by eFiltro to offer for sale, or to sell, or to
solicit an offer to buy securities or investment interests in
the companies that eFiltro refers to Sponsors. eFiltro is not
a securities broker-dealer, an investment advisor, or a securities
exchange and may not sell, offer to sell or offer to buy any
Plan Analysis: If
you choose to receive an official eFiltro Business Plan Analysis
and rating, EFiltro will - for a small, non-refundable fee -
provide you with a detailed report. The report may be supplemented,
at your option and at an additional cost, with a one hour interview,
in person or via telephone, with one of our directors.
Plan and Development Consulting:
If you choose to have eFiltro perform business plan consulting,
or business development services, and if eFiltro chooses to
work with you, we will contact you to negotiate a detailed contract
outlining eFIltro's terms and conditions tailored to your specific
following rules apply to any information you provide to us, Sponsors
or other users of the Site in any fashion ("Entrepreneur
You are solely responsible for Entrepreneur Information. eFiltro
reserves the right to take any action that we deem necessary or
appropriate in our sole discretion if we believe any Entrepreneur
Information may be offensive, harmful or inaccurate, or otherwise
create liability for us or may cause us to lose (in whole or in
part) the confidence of our Sponsors or the services of our ISPs
or other suppliers.
Entrepreneur Information: (a) shall not be defamatory, trade libelous,
unlawfully threatening or unlawfully harassing; (b) shall not
infringe on any third party's copyright, patent, trademark, trade
secret or other proprietary rights or rights of publicity or privacy;
(c) shall not violate any law, statute, ordinance or regulation
(including, without limitation, those governing export control,
consumer protection, unfair competition, antidiscrimination or
false advertising); and (d) shall not contain any viruses or other
computer programming routines that are intended to expropriate,
detrimentally interfere with, surreptitiously intercept or otherwise
damage any system, data or personal information.
If you submit your business plan to eFiltro, we will use your
plan solely for the purpose of Business Plan Analysis and/or Venture
Capital Consulting - depending on the service[s] you have chosen
- and only in accordance with the provisions and purposes of these
Terms and Conditions.
To enable eFiltro to use Entrepreneur Information for the purposes
described herein, you hereby agree to grant eFiltro a nonexclusive,
worldwide, perpetual, royalty-free, sublicenseable right to display,
host and distribute the Entrepreneur Information solely for the
purposes described in this Agreement and elsewhere on this Site.
1. At any time, eFiltro may, in its sole and absolute discretion,
reject an Entrepreneur's application for further consideration.
eFiltro does not and cannot control the truth or accuracy of submissions
to the Site. We reserve the right to confirm basic facts regarding
Entrepreneur Information and Sponsor postings but we disclaim
any obligation to do so and any responsibility for the scope or
accuracy of any review we may undertake.
Neither your submission of your business plan through this Site
nor eFiltro's referral of an Entrepreneur to a Sponsor in any
way constitutes a commitment by eFiltro or any Sponsor to fund
the Entrepreneur. Such a commitment is at the sole and absolute
discretion of each Sponsor.
Once submitted to eFiltro, due to the hundreds of plans receivved,
and bureacracy and costs involved, we do not return electronic
or hard copies of your Business Plan.
An Entrepreneur may, for any reason, at any time prior to the
execution of a Contract, withdraw its Business Plan from eFiltro.
Withdrawal of the business plan will remove the Entrepreneur's
submission, if previously delivered by the Entrepreneur to a Sponsor,
from consideration for funding by any Sponsor.
During the business plan review process, the Entrepreneur may
be providing non-public information to eFiltro. eFiltro takes
significant measures to keep this material confidential. However,
eFiltro cannot guarantee the confidentiality of any information
submitted to eFiltro directly or through the Site. You should
provide as much information as possible. If there are truly proprietary
ideas, processes or data that you believe should be protected
(e.g. inventions or patent details) then refrain from describing
these items in your Business Plan or elsewhere in your submission,
but otherwise generally inform eFiltro about these issues.
All applications and inquiries with respect to specific investment
or business opportunities are directed to the Entrepreneur or
Sponsor offering or soliciting such investment or business opportunities.
Neither these Terms and Conditions nor any other material on this
Site constitute an undertaking by eFiltro to offer for sale, or
to sell, or to solicit an offer to buy securities or investment
interests in the companies that eFiltro refers to Sponsors. eFiltro
is not a securities broker-dealer, an investment advisor, or a
securities exchange and may not sell, offer to sell or offer to
buy any security. The material on this Site is intended to be
strictly informational. Any investment resulting from the referral
to a Sponsor by eFiltro of an Entrepreneur shall be on a negotiated
basis between the Entrepreneur and the Sponsor(s) without any
participation by or remuneration to eFiltro, except as expressly
contracted between the eFiltro and Entrepreneur.
When you submit a business plan to eFiltro, we may be working
on a similar plan, concept, or business, and/or may receive a
similar plan from others. You hereby release eFiltro, its officers,
directors, employees and agents from liability for any damages
which may arise in connection with the services rendered by eFiltro
or any information submitted through this Site. eFiltro is not
directly involved in any negotiations or communications between
Entrepreneurs and Sponsors. In the event that you have a dispute
of any kind arising out of your use of this Site, you release
eFiltro (and our officers, directors, employees and agents) from
claims, demands and damages (actual and consequential) of every
kind and nature, known and unknown, suspected and unsuspected,
disclosed and undisclosed, arising out of or in any way connected
with such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE
CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED
HIS SETTLEMENT WITH THE DEBTOR."
All materials located on the Site are the copyrighted property
of eFiltro or, if not owned by eFiltro, the applicable owner thereof.
No material from this Site may be copied, reproduced, republished,
uploaded, posted, transmitted or distributed in any way without
the prior written permission of eFiltro or the applicable owner
Representations or Warranties
eFILTRO MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE
INFORMATION CONTAINED ON THIS SITE FOR ANY PURPOSE. ALL SUCH INFORMATION,
DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED "AS IS"
WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. eFILTRO
HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO
THIS INFORMATION, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES
AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, NON-INFRINGEMENT, ACCURACY, AUTHORITY, COMPLETENESS, USEFULNESS
IN NO EVENT SHALL EFILTRO BE LIABLE FOR ANY INJURY, LOSS, CLAIM,
DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST PROFITS
OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT OR OTHERWISE,
WHICH (1) ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY USE
OF THIS SITE OR CONTENT FOUND HEREIN, (2) IS RELATED TO ANY FAILURE
OR DELAY (INCLUDING BUT NOT LIMITED TO THE USE OF OR INABILITY
TO USE ANY COMPONENT OF THIS SITE FOR ANY PURPOSE, INCLUDING ANY
VIRUSES OR DEFECTS THAT MAY EXIST IN OR BE TRANSMITTED THROUGH
THIS SITE), OR (3) THE PERFORMANCE OR NON-PERFORMANCE BY EFILTRO
OR ANY OF ITS SPONSORS, EVEN IF EFILTRO HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THE FOREGOING,
EFILTRO SHOULD BE FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES
OUT OF OR IS IN ANY WAY CONNECTED WITH ANY OF THE ABOVE DESCRIBED
USES OF THIS SITE OR ITS CONTENT, THE LIABILITY OF EFILTRO SHALL
IN NO EVENT EXCEED ENTREPRENEUR'S PAYMENT FOR SERVICES RENDERED
Entrepreneur shall defend, indemnify and hold harmless eFiltro
and any of its parent, successor or affiliated entities, including
Sponsors, its third party providers and distributors from and
against any losses, liabilities, costs and expenses (including,
without limitation, attorneys' fees) arising from any claim brought
by or on the Entrepreneur's behalf or by third parties as a result
of the Entrepreneur's use of this Site, any violation of these
Terms and Conditions, any applicable securities laws or regulations,
or any third party rights, including, without limitation, infringement
of copyright or patent, violation of any other proprietary right,
or invasion of any privacy rights.
Any notices required by these Terms and Conditions or pursuant
to the services offered via the Site shall be sent, if to eFiltro,
to firstname.lastname@example.org and if to the Entrepreneur, to the email address
you provide to eFiltro during the registration process. Notice
shall be deemed received 24 hours after each e-mail is sent, unless
the sending party receives a message indicating that the e-mail
address is invalid.
No Entrepreneur may assign, convey, subcontract or delegate his/her
rights, duties or obligations hereunder.
These Terms and Conditions shall be deemed severable. In the event
that any provision of these Terms and Conditions is determined
to be unenforceable or invalid, such provision shall nonetheless
be enforced to the fullest extent permitted by applicable law,
and such determination shall not affect the validity and enforceability
of any of the remaining provisions.
The failure of eFiltro to enforce any provision of these Terms
and Conditions will not be a waiver of our right to subsequent
enforcement of the provision or any other provision of the Agreement.
These Terms and Conditions and your relationship with eFiltro
shall be confidential and governed in all respects by the internal
laws of the State of New York, without regard to principles regarding
conflicts of laws which would require or permit the application
of the laws of another jurisdiction. Disclosure of the terms and
agreements to third parties requires that both parties consent
to in writing. All disputes and claims arising out of these Terms
and Conditions and your use of the Site shall be submitted to
a court of competent jurisdiction within the State of Florida,
County of Miami-Dade.
Terms and Conditions constitutes the entire agreement between
eFiltro and Entrepreneur with respect to the subject matter hereof
and supersedes all prior discussions, documents, agreements and
prior course of dealing, and may not be modified except by a written
agreement between both parties.