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July 31 , 2010

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Terms and Conditions
SOLVEIT.COM WEB SITE TERMS OF USE This SolveIT.com Web Site Terms of Use Agreement ("Agreement") explains the contractual agreement between you, who agrees to this Agreement ("you", "your"), and MINDMatrix, Inc. ("MINDMatrix", "we", "us", "our") regarding your use of www.SolveIT.com ("SolveIT.com Web Site") and activities and transactions conducted through the "SolveIT.com Web Site." 1. "I AGREE" By using the SolveIT.com Web Site and by entering your [password/User ID] and clicking the "I Agree" button below you acknowledge your agreement with the terms and conditions of this Agreement, which governs your use of the SolveIT.com Web Site. The terms of this Agreement apply to all types of users of the SolveIT.com Web Site unless otherwise specifically noted. If you do not accept this Agreement, you are not authorized to use the SolveIT.com Web Site. We recommend that you print a copy of this Agreement for your records. If you have any questions about this Agreement, please call us at (412) 683-0222 or contact support@mindmatrix.net 2. TYPES OF USERS The SolveIT.com Web Site is an Internet "space" designed for information technology industry users to interact with each other and benefit from the exchange of ideas and information which may lead to the purchase of products and services. There are different types of users of SolveIT.com: (1) "Guests" are able to review news and general information about SolveIT.com Web Site. (2) "Members" are provided with greater access to the SolveIT.com Web Site and a "Personal Solution Space" where they can aggregate and manage information they receive from the SolveIT.com Web Site. To become an Member, you must register completely by filling out an on-line application, by selecting an ID and a password and then by reviewing and agreeing to the provisions of this Agreement. (3) "Vendors" are users that sell products and services in the information technology industry and provide Members with information through the SolveIT.com Web Site. In order to become a Vendor on the SolveIT.com Web Site, you must first complete and agree to the additional terms and conditions contained within our "Subscription Summary and Plan" with us which incorporates this Agreement. On the "Subscription Summary and Plan", you provide us with the name of an "Administrator" who is the contact ultimately responsible for maintaining your information and content and for providing others at your company with access to the SolveIT.com Web Site. Your "Administrator" is provided with a company Administrator user ID and password for accessing the SolveIT.com Web Site. Your Administrator is responsible for modifying your company's profile and preferences, authorizing and terminating individual user ID's and passwords for individuals in your company who are permitted to participate in the SolveIT.com Web Site, and delegating the Administrator's rights to other individuals in your Company. Your Administrator also has authority to receive notice of modifications of this Agreement and act upon them in accordance with this Agreement. When you register as a Vendor, you also have the rights and responsibilities of an Member to participate in the SolveIT.com Web Site. (4) "Industry Experts" are users that offer their advice and expertise in particular areas of interest to other users of the SolveIT.com Web Site. To become an Industry Expert, you must first complete and agree to the terms and conditions of a "Online Representation Agreement" with us which incorporates this Agreement. When you register as an Industry Expert, you also have the rights and responsibilities of a Member to participate in the SolveIT.com Web Site. If you choose not to register and remain only a Guest, you still can access certain information on the SolveIT.com Web Site, and your use of the SolveIT.com Web Site is your automatic agreement to and acceptance of the applicable provisions of this Agreement. 3. AMENDMENTS We may amend this Agreement at any time by posting the amended Agreement on the SolveIT.com Web Site. We will also e-mail you (or your Administrator is you are a Vendor or Industry Expert) a notice of the amended Agreement. The amended Agreement will be effective on the date indicated in the notice. We may also add, delete or modify some or all of our services at any time. You may only amend this Agreement with a writing signed by both of us. 4. INFORMATION POSTED ON AND SUBMISSIONS TO THE SOLVEIT.COM WEB SITE You are solely responsible for information which you post on the SolveIT.com Web Site. By agreeing to this Agreement, you grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to this information on the SolveIT.com Web Site. Your information must not: (a) infringe any third party's rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libelous, threatening or harassing; nor (c) be obscene, indecent or contain pornography. You may request that we remove information that you previously posted to the SolveIT.com Web Site WE DO NOT ENDORSE ANY INFORMATION POSTED OR CONTENT CONTAINED ON THE SOLVEIT.COM WEB SITE AND WE ARE NOT LIABLE FOR ANY INFORMATION POSTED ON THE SOLVEIT.COM WEB SITE, INCLUDING BUT NOT LIMITED TO ANY INFORMATION POSTED ABOUT YOU. We reserve the right to take any action with respect to information posted on the SolveIT.com Web Site which we believe is appropriate in our sole discretion with respect to such information, including but not limited to removal of posted information and/or termination of your rights of use. However, we cannot, nor do we, control the information provided by users or content providers which is made available through our system. By its very nature, other people's information may be offensive, harmful, inaccurate, or in some cases may be mislabeled or deceptively labeled. If you are a Vendor or an Industry Expert, the following applies to you. You will be provided with access to an interface on the SolveIT.com Web Site that permits you to "upload" and modify content and information about your products and services. You are solely responsible for the accuracy of your content and information. We encourage you to review this information prior to being released on the SolveIT.com Web Site. WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE ACCURACY OF YOUR CONTENT OR INFORMATION POSTED ON THE SOLVEIT.COM WEB SITE AND WE SHALL NOT BE LIABLE FOR ANY INCORRECT POSTINGS. In order to facilitate the publication of your material on the IT Solution Space Web Site, the following procedure has been adopted: Submissions may be made by Vendors to MindMatrix in one of three categories: (1) material or information may be submitted for publication in an "as-is" state by Vendor, (2) material or information may be submitted by Vendor for publication after modification by MindMatrix and (3) material or information for publication may be commissioned by Vendors to be compiled by MindMatrix. In any of the above situations, prior to final publication on the IT Solution Space Web Site, MindMatrix will place the material and/or information in a location accessible through the Company Interface provided by MindMatrix to Vendor. The proposed material and/or information will be assigned "AWAITING YOUR APPROVAL" status. All material and/or information will be limited to a FOURTEEN (14) DAY period for the AWAITING YOUR APPROVAL status. A notice will be sent contemporaneously to Vendor informing them of this status. AT THE CONCLUSION OF THE 14 DAY WAITING PERIOD VENDOR'S MATERIAL AND/OR INFORMATION WILL BE PUBLICLY POSTED ON THE SOLVEIT.COM WEB SITE ABSENT VENDOR'S EXPRESS DISAPPROVAL WITHIN THE COMPANY INTERFACE. It is solely Vendor's responsibility to review any notices sent by MindMatrix regarding the AWAITING YOUR APPROVAL status, as well as reviewing any material and/or information pending such approval within the Company Interface. MindMatrix has no obligation to remind or otherwise notify Vendor of the expiration of the 14-day AWAITING YOUR APPROVAL status time period. 5. LINKS The SolveIT.com Web Site contains links to third-party web sites not under the control or operation of SolveIT.com. We provide links only as a convenience and do not endorse and are not responsible for the contents of any linked site or any link contained in a linked site. Unless you have a written agreement in effect with us which states otherwise, you may only provide a hypertext link to the SolveIT.com Web Site on another web site, if you comply with all of the following: (a) the link must be a text-only link clearly marked "SolveIT.com" or "www.solveit.com"; (b) the link must "point" to the URL "http://www.solveit.com" and not to other pages within the SolveIT.com Web Site; (c) the link, when activated by a user, must display the SolveIT.com Web Site full-screen and not within a "frame" on the linking web site; and (d) the appearance, position and other aspects of the link must not be such as to damage or dilute the goodwill associated with our name and trademarks or create the false appearance we are associated with or sponsor the linking web site. We reserve the right to revoke our consent to any link at any time in our sole discretion. If you are a Vendor or Industry Expert, the following applies to you. When you become a Vendor or Industry Expert, you grant us a license to provide a link on the SolveIT.com Web Site to the URL identified in your Subscription Summary and Plan or Online Representation Agreement, respectively. If our link to your URL is to be a "button" or a logo, you will provide us with the graphic file in a format mutually acceptable to both of us and you grant us a license for this purpose. It is your responsibility to notify us of any change in the designated URL. 6. THIRD PARTY CONTENT The SolveIT.com Web Site contains news and information published by various third party providers. [The Terms and Conditions of the respective third parties are posted on the SolveIT.com Web Site (and may be updated from time to time). We recommend that you review these Terms and Conditions.] If at any time you are not in compliance with the third party's terms and conditions, we have the right to terminate your rights of use and your access to the SolveIT.com Web Site. 7. COMPLIANCE WITH LAWS You must comply with all applicable laws, statutes, ordinances and regulations regarding your use of the SolveIT.com Web Site, or your ordering of, bidding on or purchase of products and services, if applicable, and posting and retrieval of information (including without limitation those governing antitrust, unfair competition, false advertising, tax and export control). You are responsible for paying all applicable fees and taxes you incur in connection with access of our servers. You acknowledge that we have an express policy of complying with the antitrust laws and that the operation of the SolveIT.com Web Site is not intended to facilitate collusion or other illegal agreements among competitors. TO FURTHER THAT END, YOU REPRESENT AND WARRANT TO US THAT YOU DO NOT INTEND TO USE THE SOLVEIT.COM WEB SITE TO VIOLATE THE ANTITRUST LAWS AND WILL NOT KNOWINGLY ACT AS A CONDUIT OR INTERMEDIARY FOR PRICE-FIXING OR ANY OTHER ANTI-COMPETITIVE AGREEMENT AMONG COMPETITORS. 8. SYSTEM INTEGRITY You may not use any device, software or routine, including but not limited to any viruses, trojan horses, worms, time bombs or cancelbots, intended to damage or interfere with the proper working of the SolveIT.com Web Site or any auction or purchase being conducted on our site or to surreptitiously intercept or expropriate any system, data or personal information from the SolveIT.com Web Site. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to "spam" or other such unsolicited mass e-mailing techniques. 9. RELATIONSHIPS ON SOLVEIT.COM We do not control the relationships or actual transactions between a Member and a Vendor or Industry Expert on the SolveIT.com Web Site. As a result, we do not set nor endorse the price, contract terms, quality, safety, conformance or legality of the products and services advertised or offered, the ability of Vendors or Industry Experts to sell or offer products or services or the ability of Members to pay for products or services. We cannot and do not control whether transactions will be completed and we are not responsible for payments or collections for transactions made on the SolveIT.com Web Site. SolveIT.com Web Site is intended to be used by merchants. As used in this Agreement, a "merchant" means an individual or entity that deals in goods or services or holds itself out as having knowledge or skill peculiar to the practices, goods or services involved in the transaction or an individual or entity to which such knowledge should be attributed. Member, Vendors and Industry Experts decide, in their sole discretion, whether they want to do business with each other. WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY, OR RELIABILITY OF ANY MEMBER, VENDOR OR INDUSTRY EXPERT, THE QUALITY OR RELIABILITY OF ANY VENDOR'S or INDUSTRY EXPERT'S PRODUCTS OR SERVICES AND WHETHER YOU SHOULD DO BUSINESS WITH ANY MEMBER, VENDOR OR INDUSTRY EXPERT. 10. VENDOR AND INDUSTRY EXPERT TERMS AND CONDITIONS This Agreement governs your use of the SolveIT.com Web Site, but does not govern the specific terms and conditions governing any transaction between Members and Vendors or Industry Experts (such as pricing, warranties, limitations of liability, delivery, etc.). Each Vendor or Industry Expert has its own terms and conditions applicable to transactions with them ("Terms and Conditions"). Whether or not a Member accepts a particular Vendor's or Industry Expert's Terms and Conditions and decide to do business with them is completely within the Member's discretion and all contracts for purchase of products or services are directly between Member and the applicable Vendor or Industry Expert. In addition, note that there are risks of dealing in international or "borderless" transactions. We do not set, approve, control or endorse any Vendor's or Industry Expert's Terms and Conditions. Vendors and Industry Experts post their Terms and Conditions on the SolveIT.com Web Site so that they will be available to you for review Vendors and Industry Experts may amend their Terms and Conditions[, and will make the amended Terms and Conditions available on the SolveIT.com Web Site]. [We encourage Vendors and Industry Experts to review their Terms and Conditions posted on the SolveIT.com Web Site. WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE ACCURACY OF THE POSTING OF ANY VENDOR'S OR INDUSTRY EXPERT'S TERMS AND CONDITIONS MADE ON THE SOLVEIT.COM WEB SITE AND WE SHALL NOT BE LIABLE FOR ANY INCORRECT POSTINGS OF ANY TERMS AND CONDITIONS.] 11. TERMINATION We may immediately terminate any or all of your rights of use and/or any information posted or stored by you on the SolveIT.com Web Site if you breach any provisions of this Agreement or if you use the SolveIT.com Web Site in a manner which we feel is contrary to our acceptable use policies. You may terminate your ID and password at any time by contacting us at [support@mindmatrix.net]. 12. ID'S AND PASSWORDS Your user ID and password should be maintained as confidential and should not be distributed or disclosed to third parties. It is your responsibility to notify us if you need to change or discontinue your user ID and password and you may do so by contacting us at [support@mindmatrix.net]. It is also your responsibility to request such discontinuation immediately upon your knowledge or belief that such user ID and/or password is or may be subject to a breach of confidentiality or unauthorized use. If you are a Vendor or Industry Expert, it is your responsibility to notify us if you need to change or discontinue the Administrator user ID and password and you may only do so by sending us a notice from an authorized officer of your Company with signatory authority (as indicated to us in the notice). It is also your Administrator's responsibility to discontinue any user ID's and passwords authorized by the Administrator for your company. 13. PRIVACY We recommend that you review the SolveIT.com Web Site Privacy Policy which is part of this Agreement and can be found at [http://www.solveit.com under "policies" If at any time you are not in compliance with the policy, we have the right to terminate your rights of use and access to the SolveIT.com Web Site. Unfortunately, we cannot insure that all personal information will never be disclosed in ways not otherwise described in the Privacy Policy. We may be required by law to disclose information to government authorities, law enforcement or to third parties upon subpoena. and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate information posted generally to the SolveIT.com Web Site is public. For example, information posted to the forums sections of the SolveIT.com Web Site are available to other users. However, information communicated directly between users with respect to requests for products or services will be confidential and we will not share it with other users of the SolveIT.com Web Site. 14. OWNERSHIP The SolveIT.com Web Site and all intellectual property rights included in or related to the SolveIT.com Web Site (including but not limited to copyrights, trademarks and service marks), are owned or licensed by us, and all right, title and interest in the SolveIT.com Web Site and the intellectual property rights remain our property. You may not, and this Agreement does not give you permission to, reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to the SolveIT.com Web Site. Certain content is licensed from third parties and all such third party content and all intellectual property rights related to the content belong to the respective third parties. You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the SolveIT.com Web Site or its content. 15. OUR RELATIONSHIP The SolveIT.com Web Site is only an Internet "space" for third parties to communicate and engage in Internet commerce, and we do not perform any of the activities for ourselves or on behalf of any Guest, Member, Vendor or Industry Expert. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement between you and SolveIT.com. This Agreement is an agreement between you and us and are not intended to be for the benefit of any third party. 16. NOTICES Except as explicitly stated otherwise or required by law, you shall provide any notices to SolveIT.com by e-mail to [support@mindmatrix.net]. We shall provide any notices to you by e-mail to the e-mail address you provided during your registration. E-mail notices will be deemed given within 12 hours of delivery by us. 17. GOVERNING LAW, VENUE, AND JURISDICTION The SolveIT.com Web Site (excluding linked sites) is operated by us from our offices within the Commonwealth of Pennsylvania, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of Pennsylvania, by accessing the SolveIT.com Web Site, you agree that this Agreement and your use of the SolveIT.com Web Site shall be governed in all respects by the internal substantive laws of the Commonwealth of Pennsylvania, without regard to conflict of laws provisions and shall not be governed by the United Nations Convention on the International Sale of Goods. You further submit to jurisdiction and venue in the state and federal courts located in the Commonwealth of Pennsylvania, Allegheny County and further agree that any cause of action you may bring arising under your use of the SolveIT.com Web Site shall be brought by you exclusively in a state or federal court located in the Commonwealth of Pennsylvania, Allegheny County. SolveIT.com makes no representation that materials on the SolveIT.com Web Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws. 18. NO WARRANTY WE PROVIDE THE SOLVEIT.COM WEB SITE AND OUR SERVICES "AS IS", WHERE IS, AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE ALSO DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR SERVICES, AND OPERATION OF THE SOLVEIT.COM WEB SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. YOU USE THE SOLVEIT.COM WEB SITE AT YOUR OWN RISK. 19. INDEMNIFICATION You agree to indemnify, defend and hold MINDMatrix, Inc., its directors, officers, employees, servants and representatives harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from: (i) your use of the SolveIT.com Web Site; (ii) your decision to engage in transactions with other users of the SolveIT.com Web Site; or (iii) breach of contract or other claims made by other users with whom you have done business through the SolveIT.com Web Site; (iv) your breach of any provision of this Agreement; and/or (v) any intentional wrongdoing by you. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense at our own cost and expense. We reserve the right to report any wrongdoing, if we become aware of it, to the applicable government agencies or otherwise. 20. LIMITATION OF LIABILITY Because we are not and cannot be involved in transactions and communications between users of the SolveIT.com Web Site, in the event that you have a dispute with one or more users, you release us (and our agents and employees) from claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the SolveIT.com Web Site or such disputes. You waive the provisions of any state law limiting or prohibiting a general release. Our contracts with certain of our suppliers provide for scheduled maintenance and preventative, required and emergency maintenance work. We will have no liability, whatsoever, for the unavailability of the SolveIT.com Web Site caused by our supplier's performance or lack of performance of the maintenance work to keep the SolveIT.com Web Site operable. We will also not have any liability for any loss of data or transactions resulting from delays, non-deliveries, mis-deliveries or service interruptions caused by us, any third party acts or any other web host provider or the Internet infrastructure and network external to the SolveIT.com Web Site. IN NO EVENT SHALL SOLVEIT.COM BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL SOLVEIT.COM'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED [$1,000]. The limitations of liability provided in this Agreement inure to the benefit of SolveIT.com, our affiliates and to all of our respective officers, directors, employees, attorneys and agents. 21. NON-SOLICITATION You agree not to solicit, hire or attempt to hire, directly or indirectly, any of our employees or independent contractors, or employees or independent contractors of our subsidiaries or affiliates during the term of their employment with or engagement by us or for a period of one (1) year after the termination thereof. You agree not to cause or attempt to cause any of our employees or independent contractors, or any employees or independent contractors of our subsidiaries or affiliates, to terminate his or her relationship with us without our prior written consent. 22. ASSIGNMENT We will have the right to transfer or assign this Agreement and the rights thereunder to any other person or entity without your consent. You will not have the right to assign or transfer this Agreement or any rights thereunder to any other person or entity without our prior written consent, which consent may be withheld for any reason or no reason. Any change in control of you, whether by merger, stock acquisition or otherwise, will be deemed to be an attempted assignment of this Agreement and will be grounds for termination. Furthermore, you acknowledge and agree that your access to and use of the SolveIT.com Web Site may not be sublicensed or otherwise transferred voluntarily or by operation of law to any third party. Any attempted assignment, license, sublicense or transfer by you, whether voluntary or involuntary, is void and grounds for termination of this Agreement. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto. 23. OTHER GENERAL PROVISIONS If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement, and all writings and web pages incorporated by reference into this Agreement, sets forth the entire understanding and agreement between us with respect to the subject matter hereof. BY CLICKING "I AGREE" BELOW AND ENTERING YOUR PASSWORD, YOU REPRESENT AND WARRANT THAT YOU, AS A DULY AUTHORIZED REPRESENTATIVE OF YOUR COMPANY, CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW, THAT YOU ARE A MERCHANT AND NOT A CONSUMER USER, FOR PURPOSES OF TRANSACTING BUSINESS ON THE SOLVEIT.COM WEB SITE, AND THAT BY DOING SO YOU ARE NOT BREACHING OR IN CONFLICT WITH ANOTHER AGREEMENT OR OBLIGATION. BY ENTERING YOUR PASSWORD AND CLICKING "I AGREE", YOU ACKNOWLEDGE YOUR AGREEMENT WITH THE PROVISIONS CONTAINED IN THIS AGREEMENT.

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