CyclistNexus.com: Terms of Use

February 25^th, 2007

CyclistNexus.com is a social networking service that allows Members to create and share personal information and cycling knowledge and to meet in person to engage in cycling related activities. CyclistNexus.com is owned and operated by ProNexus Group, LLC. The services offered by ProNexus Group, LLC include the CyclistNexus.com website (the "Website") and any other features, content, or applications offered from time to time by ProNexus Group, LLC in connection with the CyclistNexus.com Website (collectively, the "Services").

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the Services. By using the Services, you agree to be bound by this Agreement. You are only authorized to use the Services if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully. If you do not agree with it, you must leave the Website and discontinue use of the Services immediately. If you wish to become a Member and make use of the Services, you must read this Agreement and indicate your acceptance during the Registration process.

This Agreement includes ProNexus Group LLC's policy for acceptable use of the Services, your rights, obligations and restrictions regarding your use of the Services, and the ProNexus Group, LLC Privacy Policy.

ProNexus Group, LLC may modify this Agreement from time to time and such modification shall be effective upon posting by ProNexus Group, LLC on the CyclistNexus.com Website. You agree to be bound to any changes to this Agreement when you use the Services after any such modification is posted.

Your CyclistNexus.com profile may not include any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other CyclistNexus.com Members (for instance, in their Profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and ProNexus Group, LLC assumes no responsibility or liability for this material.

ProNexus Group, LLC reserves the right, in its sole discretion, to reject, refuse to post or remove any content (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the Services at any time, for any or no reason, with or without prior notice, and without liability.

1. Eligibility. Use of and Membership in the Services is void where prohibited. By using the Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 14 years of age or older; and (d) your use of the Services does not violate any applicable law, regulation, or court order. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 14 years of age or are otherwise ineligible for Membership.

2. Term. This Agreement shall remain in full force and effect while you use the Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Member's Profile page. ProNexus Group, LLC may terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect, including sections 5-17. ProNexus Group shall, at its sole discretion have the option to remove or leave fully intact any and all content contributed by a terminated Member.

3. Fees. You acknowledge that ProNexus Group, LLC reserves the right to charge for the Services and to change its fees from time to time in its discretion. If ProNexus Group, LLC terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.

4. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify ProNexus Group, LLC immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

5. Commercial Use by Members. At account creation time, members must declare whether they are creating their account for personal and non-commercial use, or for use as a commercial entity. If the Member declares that the account is for personal use, the Services may not be used in connection with any commercial endeavors. If the Member declares that the account is for commercial use, the Member agrees to be bound by this agreement as well as the ProNexus Group, LLC privacy agreement. Further the Member, regardless of their registration type, agrees not to use the Services in such a way as to be a nuisance or in any manner that interferes with the use and enjoyment of the site by other Members.

Illegal and/or unauthorized use of the Services, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the CyclistNexus Website is prohibited. In addition, any attempt to vandalize the site or to disrupt or interfere with other Members' use of the site is prohibited. Appropriate legal action will be taken for any illegal or unauthorized use of the Services.

6. Proprietary Rights in Content on CyclistNexus.com.

1. ProNexus Group, LLC does not claim any ownership rights in any text, files, images, photos, works of authorship, or any other materials (collectively, "Content") that you post to the Services. After posting your Content to the Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By displaying or publishing ("posting") any Content on or through the Services, you hereby grant to ProNexus Group, LLC a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the Services.

2. The license you grant to ProNexus Group, LLC is non-exclusive, fully-paid and royalty-free (meaning that ProNexus Group, LLC is not required to pay you for the use on the Services of the Content that you post), sublicensable (so that ProNexus Group, LLC is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the Services), and worldwide (because the Internet and the Services are global in reach). This license will not terminate until the time you remove your Content from the Services.

3. You represent and warrant that: (i) you own the Content posted by you on or through the Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Services.

4. The Services contain Content of ProNexus Group, LLC ("ProNexus Content"). ProNexus Content is protected by copyright, trademark, patent, trade secret and other laws, and ProNexus Group, LLC owns and retains all rights in the ProNexus Content and the Services. ProNexus Group, LLC hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the ProNexus Content (excluding any software code) solely for your personal use in connection with viewing the CyclistNexus Website and using the Services.

5. The Services contain Content of Users and other ProNexus Group, LLC licensors. Except for Content posted by you, you may not copy, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Services.

7. Content Posted.

1. ProNexus Group, LLC may delete any Content that in the sole judgment of ProNexus Group, LLC violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. ProNexus Group, LLC assumes no responsibility for monitoring the Services for inappropriate Content or conduct. If at any time ProNexus Group, LLC chooses, in its sole discretion, to monitor the Services, ProNexus Group, LLC nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.

2. You are solely responsible for the Content that you post on or through any of the Services, and any material or information that you transmit to other Members and for your interactions with other Users. ProNexus Group, LLC does not endorse and has no control over the Content. Content is not necessarily reviewed by ProNexus Group, LLC prior to posting and does not necessarily reflect the opinions or policies of ProNexus Group, LLC. ProNexus Group, LLC makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members.

8. Content/Activity Prohibited. The following is a partial list of the kind of Content that is illegal or prohibited when using the Services. ProNexus Group, LLC reserves the right to investigate and take appropriate legal action against anyone who, in ProNexus Group, LLC's sole discretion, violates this provision, including without limitation, removing the offending communication from the Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of ProNexus Group, LLC:

1. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

2. harasses or advocates harassment of another person;

3. exploits people in a sexual or violent manner;

4. contains nudity, violence, or offensive subject matter or contains a link to an adult website;

5. solicits personal information from anyone under 18;

6. promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

7. promotes an illegal or unauthorized copy of another person's copyrighted work;

8. involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";

9. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;

10. solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

11. involves commercial activities and/or sales that are not in accordance of this agreement;

12. includes a photograph of another person that you have posted without that person's consent; or

13. uses sexually suggestive imagery or any other unfair, misleading or deceptive Content.

The following is a partial list of the kind of activity that is illegal or prohibited on the Website, through your use of the Services, or in connection with any event that you participate in which is related to the Services. ProNexus Group, LLC reserves the right to investigate and take appropriate legal action against anyone who, in ProNexus Group, LLC's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

14. criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;

15. you may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. If you breach this Agreement and send excessive unsolicited communications of any kind through the Services, you acknowledge that you will have caused substantial harm to ProNexus Group, LLC, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay ProNexus Group, LLC $50 for each such unsolicited message or other communication you send through the Services;

16. covering or obscuring the banner advertisements on your personal profile page, or any CyclistNexus.com page via HTML/CSS or any other means;

17. any automated use of the system, such as using scripts of any kind;

18. interfering with, disrupting, or creating an undue burden on the Services or the networks or services connected to the Services;

19. attempting to impersonate another Member or person;

20. using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;

21. using any information obtained from the Services in order to harass, abuse, or harm another person;

22. sending private messages with a commercial purpose; or

23. using the Services in a manner inconsistent with any and all applicable laws and regulations.

9. Copyright Policy. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of ProNexus Group, LLC to terminate Membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of proper notification to ProNexus Group, LLC by the copyright owner or the copyright owner's legal agent.

10. Member Disputes. You are solely responsible for your interactions with other Members. ProNexus Group, LLC reserves the right, but has no obligation, to monitor disputes between you and other Members.

11. Privacy. Use of the Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

12. Disclaimers. ProNexus Group, LLC is not responsible for any incorrect or inaccurate Content posted on the Website or in connection with the Services, whether caused by Users of the Services or by any of the equipment or programming associated with or utilized in the Services. Content created by Members on the Services may contain links to other websites. ProNexus Group, LLC is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by ProNexus Group, LLC. Inclusion of any linked website on the Services does not imply approval or endorsement of the linked website by ProNexus Group, LLC. When you access these third-party sites, you do so at your own risk. ProNexus Group, LLC takes no responsibility for third party advertisements which are posted on this Website or through the Services, nor does it take any responsibility for the goods or services provided by its advertisers or commercial Members. ProNexus Group, LLC is not responsible for the conduct, whether online or offline, of any User of the Services. ProNexus Group, LLC assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. ProNexus Group, LLC is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on any of the Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Services. Under no circumstances shall ProNexus Group, LLC be responsible for any loss or damage, including personal injury or death, resulting from use of the Services, attendance at a ProNexus Group, LLC event, from any Content posted on or through the Services, or from the conduct of any Users of the Services, whether online or offline. The Services are provided "AS-IS" and as available and ProNexus Group, LLC expressly disclaims any warranty of fitness for a particular purpose or non-infringement. ProNexus Group, LLC cannot guarantee and does not promise any specific results from use of the Services.

13. Limitation on Liability. IN NO EVENT SHALL PRONEXUS GROUP, LLC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF PRONEXUS GROUP, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PRONEXUS GROUP LLC'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO PRONEXUS GROUP, LLC FOR THE SERVICES DURING THE TERM OF MEMBERSHIP.

14. Disputes. If there is any dispute about or involving the Services, you agree that the dispute shall be governed by the laws of the State of New Hampshire, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of New Hampshire.

15. Indemnity. You agree to indemnify and hold ProNexus Group, LLC, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Website or through the Services causes ProNexus Group, LLC to be liable to another.

16. Other. This Agreement is accepted upon your use of the Website or any of the Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and ProNexus Group, LLC regarding the use of the Services. The failure of ProNexus Group, LLC to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: info@ProNexusGroup.com if you have any questions regarding this Agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.