LEGAL MATTERS ET3.COM INC. (“ET3” HEREIN)

This statement contains the following legal documents:

ET3 Terms and Conditions of Website Use (for Websites Owned or Controlled by ET3)

ET3 Privacy Policy

ET3 Trademarks, Copyrights, and Intellectual Property (IP) Policy

ET3 License Agreement (applies to ET3 licensees only)

ET3 Compensatory Share or Option Subscription Agreement (applies to ET3 licensees only)

 

ET3 TERMS AND CONDITIONS OF WEBSITE USE

THE TERMS AND CONDITIONS SET FORTH BELOW ("TERMS") GOVERN YOUR USE OF WEBSITES OWNED OR CONTROLLED BY ET3 (SITE) (E.G. ET3.NET, ET3.COM, ET3.ORG) AND THE SERVICES AVAILABLE ON THIS SITE ("SERVICES") AND ARE LEGALLY BINDING ON YOU. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE AND/OR THE SERVICES OR ANY INFORMATION CONTAINED ON THE SITE. YOUR USE OF THIS SITE AND/OR THE SERVICES ON THIS SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. YOU AGREE THAT ET3 MAY MAKE CHANGES TO THESE TERMS AT ANY TIME WITHOUT PRIOR NOTICE. WE WILL NOTIFY YOU OF SUCH REVISIONS BY POSTING AN UPDATED VERSION OF THESE TERMS ON THE SITE. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS. YOUR CONTINUED USE OF THE SITE AND/OR THE SERVICES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES IN THE TERMS. IN ADDITION, ET3 MAY MAKE CHANGES TO THE SERVICES AT ANY TIME.

THESE TERMS OF USE DO NOT LIMIT, ALTER, OR MODIFY ANY RIGHTS THAT YOU MAY HAVE IF YOU ARE A LICENSEE OR SHAREHOLDER OF ET3.

In addition to providing a quick and convenient way to purchase the et3.com Inc. License (the "License"), et3 convention admission and providing you with information, education and communication regarding ETT technology, and et3, we reserve the right to modify, add or remove all services and features of ET3 websites, and the blogs and forums.

Please read these Terms and Conditions of Use ("Terms") carefully. These Terms include our policy for acceptable use of ET3 websites, their content and content posted on the various Groups, Blogs and Forums, your rights, obligations and restrictions regarding your use of this Site and our Privacy Policy, license agreement, shareholder agreement, and vendor and service provider contracts.

General Purchase Terms and Conditions

Welcome to the ET3 website for exclusive benefit of licensed members of the et3 consortium. The company ET3, and various independent ET3 Licensees, sell IP products, downloads of data, goods and services to you, subject to the purchase terms and conditions set out below. By using ET3 websites, you are agreeing to be bound by these terms and conditions which together with our privacy policy govern et3's relationship with you in relation to this website.

The term 'et3', 'et3.com Inc.', 'et3.com'. 'et3.net', or 'us' or 'we' refers to the owners of the website whose company et3.com Inc. is formed in and registered with the State of Florida USA. The term 'you' refers to the user or viewer of our website.

Prices

All prices are in United States of American Dollars (USD). As we're a US company, this makes our taxes a whole lot easier. If you wish to convert Dollars into your local currency the following website will give you an indication of equivalent price: xe currency convertor

Products

We sell an Intellectual Property (IP) license relating to Evacuated Tube Transport (ETT), as portrayed on ET3 websites. ETT is a patented transportation technology owned by et3.com Inc.. Purchase of the ET3 License is non-refundable, and involves contractual agreements with benefits and responsibilities for both ET3 and the licensee, so be sure you fully understand the benefits and responsibilities of the license agreement before entering into the agreement bound by the purchase fee and use royalties.

We also provide marketing, educational, and conference services relating to ETT and ETT implementation, some included in the license fees and royalties, and some available at additional cost. Before purchase be sure that you meet the minimum requirements, as any license application may be rejected if any of the key legal requirements are not met.

Delivery Time

While some services and benefits available to the licensee can be delivered quickly; other services provided by ET3 which are planned but not yet available can take longer to be ready for dispatch, and/or may never be made fully available. Other items and services are provided by independent licensees on a third party basis facilitated on this site, and ET3 cannot guarantee availability of such services or products. We will strive to keep you informed of the progress of future services associated with your license. When money is paid by credit or debit card for the one-time license processing fee of $100 (we use Google Checkout), this is standard, and license approval (or rejection) will be communicated explicitly with the customer upon purchase.

Sending The Order

Find the item you want to buy, Exicute any required agreement(s) and pay for the Item using the purchace button provided by Google Checkout. You will receive an order confirmation once your order has been accepted; this email will tell you that you're due to receive a second email when we dispatch your order. There is a different process for download orders, please see the separate section on "Download Sales".

Secure Web Order & Credit Card through Google Checkout

We use Google Checkout to process our transactions. They're reliable and also provide other services for the benefit of licensees.

Cancellations and Returns

Purchases cannot be canceled or returned. The license fee is strictly to meet company expenses associated with the establishment and maintenance of the licensee accounts. Please see separate section on "Download Sales".

Guarantees

We guarantee that et3 is the owner of the patented ETT technology, and we will continue to promote and expand licensee services as we are able to according to our best efforts. Additional benefits of the use of IP associated associated with other licensees cannot be guaranteed.

Download Sales

Our Contract

When you place an order to purchase an item from us, we will send you an email confirming receipt of your order and containing the details of your order and how to collect item(s). Your order represents an offer to us to purchase an item, which is accepted by us when we send email confirmation that we've made that product available to you. That acceptance will be complete at the time we send the Order Confirmation Email to you.

You will then be able to access links in your download area, that will allow you to download your purchased files. You can download as many copies as you like. However, any material downloaded will be licensed to you and not for resale or distribution.

Broken Links or Download Error

If you experience a problem when downloading material or encounter a broken link then please inform us immediately via methods indicated on the website or by sending an email to the contact address given, giving details of item, date/time and any relevant order number you may have.

We shall make every effort to ensure that downloads which you have purchased are available for collection immediately or at any time within 48 hours of the date of purchase. However it is possible that at times of very heavy demand or in case of exceptional technical problems you may be requested to collect your file(s) at another time.

After Sale

After an item has been purchased and downloaded onto your Data Storage Device (e.g. computer, or any medium on which data can be stored, whether existing now or in the future), you are permitted to have such copies be made available for your own private and domestic use only.

Governing Law and Jurisdiction

These conditions are governed by and construed in accordance with the laws of Citrus county, Florida, United States of America. You agree, as we do, to submit to the non-exclusive jurisdiction of the Florida courts.

Contact Us

If at any stage in the ordering process you encounter a problem please contact us:

email: et3@et3.com

postal address: P.O. Box 1423 Crystal River Florida, USA, 34423-1423

phone number: (352) ** 257 ** 1310 **

General ET3 Website Use Restrictions

All information, documents and Services provided on this Site, including trademarks, logos, graphics and images (collectively, the "Materials") are provided to you by ET3 (except as expressly stated herein), you acknowledge that you have no right, title or interest in or to the Materials on any legal basis.

ET3 grants you the limited right to display the Materials only on your personal computer, and to copy and download the Materials displayed on this Site, provided that: (1) both the ET3 trademark and/or copyright notice (set forth below) and this permission notice appear in the Materials so displayed, copied or downloaded, (2) such display, copy or download is solely for your personal and/or internal business purposes. You acknowledge and agree that you have no right to modify, edit, alter or enhance any of the Materials in any manner. This limited display right terminates automatically, without notice to you, if you breach any of these Terms. ET3 may remove your postings from this Site and/or the Services with or without cause. Upon any termination of this limited display right, you agree to immediately destroy any electronic or printed Materials and cease using the Site and/or the Services.

You agree not to circumvent or attempt to circumvent the security and access control provisions of the Site and the Services. Prohibited conduct includes any efforts to (a) log in to any password protected account not assigned to you, (b) access personally identifiable information not expressly authorized for you, (c) impersonate any other user of the Site and/or the Services, or forge any ID information in any posting or security protocols, (d) test the security measures on the Site and/or attempt to identify system vulnerabilities, (e) modify, reverse engineer, disassemble, decompile or otherwise attempt to discover the underlying computer code for the Site and/or the Services, or (f) overwhelm or disable the Site or the Services or interfere with the access and use of the Site and/or the Services by any other user. If ET3 becomes aware of any of prohibited activities, ET3 may investigate and when appropriate work with law enforcement authorities in such investigations and for the purpose of prosecuting offenders. Your use of the Site and the Services is expressly conditional on your compliance with the preceding and following prohibitions and with the obligations and restrictions. Without limiting any other provisions of these Terms, you acknowledge that ET3 expressly prohibits and you agree not to:

• Use ET3 websites or their contents for any commercial purpose that does not relate to ETT and ETT implementations, and/or ET3 business activities.

• Access, monitor or copy any content or information of this Site using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission.

• Take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionate burden on our infrastructure, or the infrastructure of our hosts or providers.

• "frame," "mirror" or otherwise incorporate any part of an ET3 website into any other website without ET3's prior written permission.

• post any false, inaccurate or misleading content, or vandalize the site or content of others;

• use the Services and/or the Site to violate any applicable law or regulation, including, without limitation, the infringement of any copyright, trademark, trade secret or other intellectual property (“IP” herein) right of others, or violate the privacy or publicity rights of any other person;

• post any Third Party Content that is abusive, defamatory, discriminatory, hateful, obscene, vulgar, sexually-orientated, threatening, that may harm minors, or is otherwise objectionable;

• harass, stalk, or otherwise subject any other user of the Site and/or Services to unwanted and/or inappropriate contact;

• send unsolicited mail or e-mail, make unsolicited phone calls or send unsolicited faxes and/or advertise any products or services either by directly posting on the Site or within the Services or by making unsolicited contact with any user via email, telephone, postal mail, or any other method of communication;

• make any changes, additions and/or deletions to any of the Third Party Content posted by any user without the express written authorization of such other user;

• take any action that imposes an unreasonable or disproportionately large burden on the Site's infrastructure;

• include any misleading, irrelevant and/or hidden keywords in any Third Party Content posted by you;

• Posting, uploading, emailing or otherwise transmitting any material that contains any malicious computer code, junk mail or spam, or reverse engineering or hacking any materials on this Site.

• intentionally expose the Site and/or Service to any computer virus or any other program or code intended to disrupt or disable to operations of the Site and/or Service;

• use any robot, spider or other program or device to retrieve or index any portion of the Site; or

• harvest or otherwise collect information about other users for any purpose other than use of the Site and/or Services as expressly permitted herein.

• Post, transmit, provide, broker, or otherwise make available any materials or information infringing on the IP rights of a third party

 

In addition to the foregoing, if you are a user, that makes Third Party Services or content available to users via the Site, you acknowledge that ET3 expressly prohibits and you agree not to:

1. post Third Party Services or Third Party Content in inappropriate categories or areas on the Site;

2. post or otherwise make available to users via the Site any: (i) Third Party Services or Third Party Content that does not materially benefit users of ET3 products or services; or (ii) Third Party Services or Third Party Content that is competitive with, or which otherwise benefits competitors of, ET3 products and services;

3. use the Site if you are not able to form legally-binding contracts, are under the age of 18, or are temporarily or permanently suspended from use of the ET3 website;

4. fail to deliver Third Party Services or Third Party Content purchased or otherwise acquired from you, unless the acquirer fails to meet the posted terms;

5. circumvent or manipulate the billing process established by ET3 websites to facilitate processing of orders on your behalf; or

6. transfer or otherwise allow others to use your user account and user ID without ET3's prior written consent.

The foregoing list of prohibitions is illustrative and is not intended to be complete or exclusive. ET3 reserves the right to terminate our relationship with you under these terms and prohibit your access to the Site and/or Services, to remove any Third Party License or remove, edit or close any Third Party Content or thread on any message board or chat room for any reason, including, without limitation, any action that ET3, in its sole judgment, determines to be inappropriate or disruptive to the Site, Services or to any user.

The foregoing prohibitions do not impose on ET3, and ET3 does not assume, any obligation to monitor or remove any Third Party Content or other communication posted by you or any other user. You hereby acknowledge and agree that you may be exposed to Third Party Content that may be offensive or objectionable to you. YOU HEREBY ACKNOWLEDGE AND AGREE THAT ALL THIRD PARTY CONTENT SUBMITTED BY YOU OR ANY OTHER USER EXPRESS THE VIEWS OF THE AUTHOR, AND ET3 WILL NOT BE HELD RESPONSIBLE FOR OR LIABLE FOR THE CONTENT IN SUCH THIRD PARTY CONTENT. Your access to the Site and Services is undertaken at your own risk and ET3 is not responsible for any offensive or otherwise objectionable materials that may be posted by any third party. ET3 will cooperate with any law enforcement authorities or court order requesting or directing ET3 to disclose the identity of anyone using an ET3 website in any illegal way.

Account Registration and Password Protection

Prior to gaining access to certain Services on the Site, ET3 may require you to set up a user name and password ("Password(s)") as set forth in the account registration procedures posted on the Site.

Responsibility and accountability are hallmarks of those who we want to attract to the ET3 consortium, accordingly users will not be allowed to make statements that they cannot be held accountable for. It is strongly suggested to use your real First and Last names, with only the first letter of each name capitalized, and the names separated by a single space. Any user registering with a obviously fake name may not be allowed to view or use the website, and may be removed or banned without further reason or notice. In rare cases, a user may register using a false name IF it is first cleared by an admin. by sending your full contact information and full name, and the reason for desired anonymity to et3@et3.com If you believe that your real name may be considered to be fake, send verifiable contact information, or references of existing users or licensees who can verify who you are.

You agree to comply with the procedures specified by ET3 from time to time regarding obtaining and updating Passwords for the Site and Services. You agree to assume sole responsibility for the security of Passwords selected by or issued to you. Passwords are subject to cancellation or suspension by ET3 at any time, including upon the misuse of the account or breach of these Terms. You agree to ensure that you will use your best efforts to prevent any third party from obtaining your Password, and you shall inform ET3 immediately in writing of any actual or potential unauthorized access to a Password or to the Site and/or Services.

Transactions with Third Parties

ET3 may operate on-line marketplaces on certain of its Sites that allow Third Parties to make ETT related Goods or Services available to users via the Site. The Third Party Goods are Services available on these Sites is, in each case, the copyrighted work of the respective Third Party, and may be subject to license agreements, terms of use and/or privacy policies of such Third Party. In addition to the foregoing, you acknowledge and agree that ET3 is not a party to, nor is ET3 otherwise involved in, the actual transaction between the Third Party and users in the acquisition of Third Party Goods or Services. ET3 does not control the transaction and does not guarantee the quality, accuracy, legality or safety of Third Party Goods or Services, nor does ET3 guarantee the ability of Third Parties to provide Third Party Goods or Services or the ability of acquirers to pay for them. All transactions shall be governed by terms of sale executed by and between the Third Party and the acquirer. ET3 DISCLAIMS ALL WARRANTIES WITH REGARD TO THIRD PARTY License, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Third Party Content and Postings By Users To Public Areas

"Third Party Content" means, collectively: (i) content and information licensed by ET3 from third parties for display on the ET3 websites, and (ii) content, information and material posted to the Site by third party users of the Site. Third Party Content available on these Sites is, in each case, the copyrighted work of the respective third party or third party user of the Site. You acknowledge that you are responsible for the Third Party Content you post to the Site and that you, and not ET3, will have full responsibility for the Third Party Content you post, including its legality, reliability, appropriateness, originality and copyright. By posting any Third Party Content to the Site that contains images, photographs, pictures or that are otherwise graphical in whole or in part ("Images"), you warrant and represent that (a) you are the copyright owner of such Images, or that the copyright owner of such Images has granted you permission to use such Images or any content and/or images contained in such Images consistent with the manner and purpose of your use and as otherwise permitted by these Terms, (b) you have the rights necessary to grant the licenses and sublicenses described in these Terms, and (c) that each person depicted in such Images, if any, has provided consent to the use of the Images as set forth in these Terms, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Images. No compensation will be paid with respect to the use of your Images.

Unless otherwise explicitly stated herein or in the Privacy Policy, you agree that any Third Party Content provided by you in connection with this Site is provided on a non-proprietary and non-confidential basis. Subject to our compliance with our Privacy Policy, you agree that ET3 shall be free to use or disseminate your Third Party Content posted to the Site on an unrestricted basis for any purpose. If you post such Third Party Content to the Site, you grant ET3 a nonexclusive, worldwide, royalty-free license to (in any media now known or not currently known or invented) link to, utilize, use, copy, exploit, and prepare derivative works of the Third Party Content and to sublicense those rights through multiple tiers of sublicensees. No Third Party Content you submit shall be deemed confidential. However, ET3 agrees to use your Third Party Content in accordance with ET3's Privacy Policy applicable to personally identifiable information. Some Third Party Content may be licensed by ET3 for use on the Site. Such Third Party Content shall be subject to the license set forth above unless such Third Party Content indicates that it is subject to other terms, in which case such other terms shall apply. Notwithstanding anything herein to the contrary, you hereby assign to ET3 all right, title and interest worldwide in all intellectual property rights in and to any new feature that you may suggest or submit to ET3 websites relating to the ET3 License and you acknowledge and agree that ET3 may use such suggestion or submission in any manner, including, without limitation, to develop features for the Site. ET3 DISCLAIMS ALL WARRANTIES WITH REGARD TO THIRD PARTY CONTENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Links To Third Party Sites

This Site may provide links to other Web sites or resources over which ET3 does not have control ("External Web Sites"). Such links do not constitute an endorsement by ET3 of those External Web Sites. You acknowledge that ET3 is providing these links to you only as a convenience, and further agree that ET3 is not responsible for the content of such External Web Sites. Your use of External Web Sites is subject to the terms of use and privacy policies located on such External Web Sites.

Users of et3 owned or controlled websites may provide links to other websites or resources. Because we have no control over such websites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites and resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such websites or resources. You further acknowledge and agree that we will not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use or reliance on any such content, goods or services available on or through any such website or resource.

 

Posting Guidelines for ET3 Websites

 

The following terms apply everywhere on our site, unless explicitly mentioned otherwise in a forum, blog, or group specific rule.

1. All members must be treated in a respectful and adult manner. All members should respect and adhere to the promotion of harmony within the community.

 2. No Offensive Material Please do not post messages that are obscene, vulgar, sexually-orientated, hateful, threatening, racist, sexist, discriminatory, religious (or anti-religious), or otherwise, objectionable language, and/or otherwise violate of any local or international laws. This includes links in your signature, profile, posted images, photos and avatars. This site is not for children, however keep content suitable for all ages, including under 13s with parental guidance/permission.

3. No spreading of any copyrighted material (ET3's or other) is to take place on this site without the expressed permission of the copyright holder, which must be attached to the material.

 4. No "Flaming","Trolling", "Spamming", or "Bumping" (threads/posts).

5. Before posting a thread, search the subject and if you cannot find the subject, create your own thread.

6. Administrators have discretion over what is and is not acceptable on the site.

 7. Public discussions of administrator decisions are not permitted on the site. If you have any concerns or queries relating to a decision, please take it up in private with a member of the site administration team.

 

This site is a market place for things that relate to ETT implementation; including: IP, services, production capacities, materials, and manufactured goods.

1. Discussion of commercial activities relating to ETT are permitted on appropriate forums at et3.net as long as they are discussed with no promotion. Any grossly non-ETT promotional threads will be closed and/or deleted on sight.

2. Refrain from posting messages on public and licensee areas of this site that promote or advertise any website, forums, email address, business, MLM, activity, or other entities that do not have legitimate (and approved) ETT related offerings (ie. no non-ETT related promotions allowed).

3. Refrain from promotional language about your goods and services outside of your profile area, Links to your site are fine unless your site violates and terms of service for et3. A site name with a link to the main index page or product page is all that is needed. Posts with many links could be considered as SPAM.

4. Promotion of commercial, governmental, or institutional activities contrary to the vision and mission of et3 are not allowed.

5. Discussion of the vision and mission of et3 is permitted to be posted in appropriate areas here as long as:

   1. It is a working proposal for improvement,

   2. Cites rational reasons for the porpoised modification,

   3. Has a poll for licensee voting on any proposed changes

6. Promotion of standards contrary to the published ETT standards are not allowed, except:

   1. Posted in the discussion area for the standard to be improved,

   2. Cites rational reasons for the standard improvement,

   3. Has a poll for licensee voting on any proposed changes

   4. Are limited in scope for special and specific needs outside of the ETT network

7. Ensure that all goods and services promoted on this site are by licensees, if a product or service is usefull for ETT implimentation, sub-license the producer or providor of the goods or services.

Forum Specific Terms

Specific forum terms apply to some forums. Please read the announcements and sticky threads in these forums for further details.

 

ET3 Website Security

Unauthorized access to registered or restricted areas of ET3 websites such as et3.net by non-registered users is strictly prohibited. If you have a user password allowing access to a non-public area of an ET3 website, or the host server of an ET3 website, you may not disclose or share your password with any third party(ies) or use your password for any unauthorized purpose.

ET3's security policy is to respond on a best efforts basis to any reports or allegations of security vulnerabilities or incidents by researching, analyzing, announcing and repairing any such security vulnerabilities.

All security reports should be treated as the highest priority to attain resolution and limit any risk that ET3 website users could potentially experience.

Guidance for ET3 website users:

1. Always guard your passwords, and ensure they are to made available to others.

2. Use secure passwords with hard to guess mix of characters and numbers.

3. Read the ET3 Forums for the latest guidance and news on how to protect your data.

4. Stay informed about security alerts from the webmaster and admin.

5. Change your passwords if you suspect they could have been compromised.

6. Realize that virtually any site can be hacked by a determined attack, and limit any sensitive data accordingly.

ET3 encourages, system users, administrators, or developers to report any vulnerability directly to et3@et3.com .

Indemnity

You agree to indemnify and hold ET3, and our licensees, affiliates, directors, officers, agents, vendors or other partners and employees harmless from and against any and all liabilities, claims or demands, costs and expenses,including attorneys’ fees, that arise out of any material or information posted, provided, transmitted or otherwise made available by you on this Site or through et3's services, or by your violation of these Terms, or by your violation of the rights of another, or any transaction related to the acquisition of Third Party Services or Third Party Content.

 

Disclaimer of Warranty

You understand and agree that user accessible areas of ET3 websites are provided "AS-IS" and that we assume no responsibility for your ability to (or any costs or fees associated with your ability to) obtain access to ET3 websites. Nor do we assume any liability for the failure to store or maintain any user communications or personal settings. You acknowledge and agree that this Site and/or the Services may include certain errors, omissions, outdated information which may affect the quality of the Materials. You acknowledge that the Materials have not been independently verified or authenticated in whole or in part by ET3, and agree that ET3 does not warrant the accuracy or timeliness of the Materials and further agree that ET3 has no liability for any errors or omissions in the Materials, whether provided by ET3 or its licensors or licensees.

ET3, FOR ITSELF AND EACH OF ITS LICENSORS AND LICENSEES, MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE AND/OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE MATERIALS, ANY THIRD PARTY SERVICES AND ANY THIRD PARTY CONTENT. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND/OR THE SERVICES AND ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE IS PROVIDED TO YOU ON AN "AS IS" AND "WHERE-IS" BASIS, AND IS FOR PERSONAL USE OR INTERNAL BUSINESS USE ONLY. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED. ET3 PROVIDES THE SERVICES "AS-IS" WITHOUT ANY WARRANTY OF ANY KIND.

Limitation of Liability

NEITHER ET3 NOR ANY OF ITS AGENTS, AFFILIATES, OR PROVIDERS OF THIRD PARTY SERVICES OR THIRD PARTY CONTENT SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FORM OF DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR RELATED TO THE USE OR ATTEMPTED USE OF THE SITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE RESULTS OF YOUR USE OF THE SITE AND/OR THE SERVICES, ANY TRANSACTIONS RELATED TO THE ACQUISITION OF THIRD PARTY SERVICES OR THIRD PARTY CONTENT, OR ANY EXTERNAL WEB SITES LINKED TO THIS SITE, OR THE MATERIALS ON THE SITE, HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF ET3 WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ET3 OR THROUGH OR FROM ITS SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

IN NO EVENT SHALL ET3 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 ET3 WEBSITES OR ITS SERVICES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Release

IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS OR LICENSEES, YOU HEREBY RELEASE ET3 (AND ITS OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, OTHER LICENSEES, AND EMPLOYEES) FROM CLAIMS, DEMANDS, LIABILITIES, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE §1542, WHICH STATES: "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."

General

Some jurisdictions do not allow the disclaimer, exclusion or limitation of incidental or consequential damages, so the foregoing disclaimer, exclusion and limitation may not apply to you, and you may have other legal rights that vary according to jurisdiction. In no event will damages provided by law (if any) apply unless they are required to apply by statute, notwithstanding their exclusion by contract.

If there is any dispute about or involving ET3 or its services, you agree that the dispute will be governed by the laws of the State of Florida, USA, without regard to conflict of law provisions. You agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the County of Citrus Florida. You also agree and hereby submit to the exclusive personal jurisdiction and venue of the federal district and state courts of Florida with respect to such matters.

The section titles and other headings in these Terms are for convenience only and have no legal or contractual effect. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. If any provision of these Terms is unlawful, void or unenforceable, that provision is deemed severable and does not affect the validity and enforceability of any remaining provisions.

 

ET3 controls and operates this Site from its headquarters in the United States and makes no representation that the Services or the Materials are appropriate or will be available for use in locations other than the United States. If you use this Site or the Services from outside the United States, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries in relation to the Materials, or Third Party Content.

You may not assign, voluntarily, by operation of law, or otherwise, any rights or delegate any duties under these Terms without ET3's prior written consent, and any attempt to do so without that consent will be void. These Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

These terms will be governed by Florida law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from application to these Terms. You shall bring all disputes, actions, claims, or causes of action related to these terms or in connection with this Site only in the federal and state courts located in Citrus county, Florida.

If any provision of these terms is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. The failure of ET3 to enforce any right or provision in these terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ET3 in writing.

No joint venture, partnership, employment or agency relationship exists between you and ET3 as a user of this website, unless executed by separate written agreement such as the ET3 license or share agreement, or service contract. These terms comprise the entire agreement between you and ET3 and supersede all prior or contemporaneous negotiations, discussions or agreements about website use, if any, between the parties regarding the subject matter contained herein. Except for ET3's rights to modify these Terms as described above, these terms may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties.

et3.net, owned and operated by et3.com Inc. P.O.Box 1423, Crystal River FL 34423-1423

Revised: 30 August 2010

--END SECTION ON TERMS AND CONDITIONS OF WEBSITE USE--

 

 

ET3 PRIVACY POLICY

 

What information do we collect?

We collect information from you when you register on our site, place an order, subscribe to our newsletter, respond to a survey or fill out a form.

When ordering or registering on our site, as appropriate, you may be asked to enter your: name, e-mail address, mailing address, phone number, credit card information, social security number or EIN. You may, however, visit our site anonymously.

Google, as a third party vendor, uses cookies to serve ads on your site. Google's use of the DART cookie enables it to serve ads to your users based on their visit to your sites and other sites on the Internet. Users may opt out of the use of the DART cookie by visiting the Google ad and content network privacy policy..

What do we use your information for?

Any of the information we collect from you may be used in one of the following ways:

• To process transactions
Your information, whether public or private, will not be sold, exchanged, transferred, or given to any other company for any reason whatsoever, without your consent, other than for the express purpose of delivering the purchased product or service requested.

• To administer a contest, promotion, survey or other site feature


• To send periodic emails
The email address you provide for order processing, will only be used to send you information and updates pertaining to your order.

Note: If at any time you would like to unsubscribe from receiving future emails, we include detailed unsubscribe instructions at the bottom of each email.



How do we protect your information?

We implement a variety of security measures to maintain the safety of your personal information when you place an order or enter, submit, or access your personal information.

We offer the use of a secure server. All supplied sensitive/credit information is transmitted via Secure Socket Layer (SSL) technology and then encrypted into our Payment gateway providers database only to be accessible by those authorized with special access rights to such systems, and are required to?keep the information confidential.

After a transaction, your private information (credit cards, social security numbers, financials, etc.) will not be stored on our servers.

Do we use cookies?

Yes (Cookies are small files that a site or its service provider transfers to your computers hard drive through your Web browser (if you allow) that enables the sites or service providers systems to recognize your browser and capture and remember certain information

We use cookies to help us remember and process the items in your shopping cart, understand and save your preferences for future visits and compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools in the future. We may contract with third-party service providers to assist us in better understanding our site visitors. These service providers are not permitted to use the information collected on our behalf except to help us conduct and improve our business.

If you prefer, you can choose to have your computer warn you each time a cookie is being sent, or you can choose to turn off all cookies via your browser settings. Like most websites, if you turn your cookies off, some of our services may not function properly. However, you can still place orders over the telephone.

Do we disclose any information to outside parties?

We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.

Third party links

Occasionally, at our discretion, we may include or offer third party products or services on our website. These third party sites have separate and independent privacy policies. We therefore have no responsibility or liability for the content and activities of these linked sites. Nonetheless, we seek to protect the integrity of our site and welcome any feedback about these sites.

California Online Privacy Protection Act Compliance

Because we value your privacy we have taken the necessary precautions to be in compliance with the California Online Privacy Protection Act. We therefore will not distribute your personal information to outside parties without your consent.

As part of the California Online Privacy Protection Act, all users of our site may make any changes to their information at anytime by logging into their control panel and going to the "MY ET3" tab, then to any applicable link on the drop down menu.

Childrens Online Privacy Protection Act Compliance

We are in compliance with the requirements of COPPA (Childrens Online Privacy Protection Act), we do not collect any information from anyone under 13 years of age. Our website, products and services are all directed to people who are at least 13 years old or older.

Terms and Conditions

Please also visit our Terms and Conditions section establishing the use, disclaimers, and limitations of liability governing the use of our website at http://et3.net/legal

Your Consent

By using our site, you consent to our online privacy policy.

Changes to our Privacy Policy

If we decide to change our privacy policy, we will post those changes on this page, send an email notifying you of any changes, and/or update the Privacy Policy modification date below.

This policy was last modified on 24August2010

Contacting Us

If there are any questions regarding this privacy policy you may contact us using the information below.

http://et3.net/legal
PO Box 1423
Crystal River, Florida 34423-1423
USA
et3@et3.com

Privacy Policy Created by Free Privacy Policy

 

 

--END SECTION ON PRIVACY POLICY--

 

TRADEMARKS, COPYRIGHTS, AND INTELLECTUAL PROPERTY (IP)

The trademarks, service marks, brands, names, logos and designs ("Trademarks") of ET3 or others used on this Site and in the Services are the property of ET3 or their respective owners. You may not remove or alter any Trademark. You may not use any trademark displayed on the Site or in the Services without the express prior written permission of ET3 or the respective owner, and nothing contained on this Site grants by implication, waiver, estoppel or otherwise, any right to use such trademarks. Trademarks of ET3 include: Evacuated Tube Transport, ETT, ET3, Space Travel on Earth, .comet3, comet3., e-tubes and the logos thereof.

All of the Materials appearing on this Site and in the Services, including but not limited to, text elements, site design, images and icons, as well as the selection, assembly and arrangement thereof, are the sole property of ET3.COM Inc. Copyright © 1999-2010, unless otherwise specified. All rights not expressly granted herein are reserved. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.

You represent and warrant that you own the content Posted by you on this site, or otherwise have the right to grant the license set forth below in the subsequent paragraph, and the Posting of your content does not violate the privacy rights, IP rights, or any other rights of any third party.

By displaying or posting content on the public areas of the site, you hereby grant us a nonexclusive, royalty free, perpetual, global license to publish the content submitted by you to ET3 websites. You also grant us global nonexclusive adaptation and resale rights over any content and material submitted to public areas of ET3 websites. These nonexclusive publishing license and resale/adaptation rights extend to any materials submitted "for public publication" within ET3 websites, including both message board postings and content submitted for uploading and subsequent publishing within non-message board portions of ET3 websites. By displaying or posting content to private areas of this site, you hereby grant us a nonexclusive, royalty free, perpetual, global license to continue publishing the content submitted by you to ET3 websites on such private areas. Neither ET3, nor our officers, staff or agents will be responsible for any misleading, false or otherwise injurious information and advice communicated on ET3 websites or for any results obtained from the use of such information or advice. We will not be liable for any loss or damage suffered by a user through the user’s reliance on information and advice gained through user-generated content posted on ET3 websites.

Infringement Policy

Pursuant to 17 U.S.C. Section 512 as amended by Title II of the Digital Millennium Copyright Act (the "Copyright Act"), we reserve the right, but not the obligation, to terminate your license to use this Site if we determine that you are involved in infringing activity, including allege acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. We accommodate and do not interfere with standard technical measures used by copyright owners to protect their materials. In addition, pursuant to 17 U.S.C. Section 512(c), we have implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Copyright Act. All claims of infringement must be submitted in a written complaint that complies with the requirements below and delivered to our designated agent to receive notification of claimed infringement by mail:

Legal Department
P.O. Box 1423
Crystal River, Florida 34423-1423
et3@et3.com

In addition, any written notice regarding any allegations of infringing activity, whether of a copyright, patent, trademark or other proprietary right, must include the following information:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed or the person defamed.

2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single website are covered by a single notification, a representative list of such works at that website. Similarly, for materials that are defamatory or infringe patent, trademark, or other proprietary rights of a third party, you must submit a list of such materials.

3. Identification of the material that is claimed to be infringing, to be the subject of infringing activity, or that is claimed to be defamatory and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.

4. Information reasonably sufficient to permit us to contact you, such as your name, address, telephone number, and an e-mail address.

5. A statement that you have a good faith belief that use of the material, in the manner complained of is not authorized by the copyright or other proprietary right owner, its agent, or the law.

6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed or on behalf of the person defamed

We also believe it is important to shield users of this site from fictitious allegations of infringement. We may decide to not remove alleged infringements if we cannot reasonably determine that an alleged infringement is likely to truly be an infringement of legally protected IP. So, in addition to the above requirements, please provide any proof that your: copyright has been filed with the US library of Congress; and/or Trademark and/or Patent filed with the US Patent and Trademark Office; (or analogous bodies of other countries) and any appropriate reference government issued numbers or certifications pertaining to the allegedly infringed work.

--END SECTION ON TRADEMARKS, COPYRIGHTS, AND IP POLICY--

 

 

ET3 LICENSE AGREEMENT

 

This Agreement is made by and between et3.com, Inc. (referred to as "LICENSOR"), a corporation organized and existing under the laws of Florida and having a principal place of business of at 6128 North Parking Terrace, Hernando, Florida, USA; (all mail to P.O.Box 1423, Crystal River) and

 

WHEREAS:

 

A. LICENSOR is the sole owner of all right, title, and interest in and to: 1) US patent number 5,950,543; 2) foreign patent applications; 3)know how; 4)technology assignments; 5) trade secrets; 6)common law logos trademarks and servicemarks; ETT, et3, et3.com Inc.; 7)copyrights; 8)marketing and business plans; 9)et3.com, et3.org, et3.net domain names; and 10)associated databases; all relating to the development of an Evacuated Tube Transport system (“ETT”), Known as “Intellectual Property” herein, and LICENSOR has the right to grant the rights transferred under this Agreement;

 

B. LICENSEE desires to review, use, co-develop, participate in, underwrite sublicensees, promote, market, educate others about, manufacture, make products relating to, sell, participate in projects relating to or otherwise make use of the Intellectual Property

 

C. LICENSOR is willing to grant such non-exclusive rights upon the terms and conditions set forth in this Agreement;

 

NOW, THEREFORE, in consideration for the mutual covenants and promises contained in this Agreement, the parties agree as follows:

 

 

 

 

1. Definitions

 

a. The term "TECHNOLOGY," as used in this Agreement, shall mean all know-how, technical data, or other information of any kind regarding the design, manufacture, operation, use, or sale of any Product or other device for use in any field and incorporating or based on United States Patent No. 5,950,543 Evacuated Tube Transport (ETT herein) or foreign counterparts of this patent, or of the applications leading to such patents, any other patents now or hereafter owned or controlled by LICENSOR or based on any products currently sold by LICENSOR, and any modification or improvements thereto made by LICENSOR or LICENSEE.

 

b. The terms "PROJECT" and "PRODUCT," as used in this Agreement, shall mean any and all intellectual property, services or goods produced, used, and/or sold or otherwise commercialized by LICENSEE or its sublicensees resulting from the use of any portion of the TECHNOLOGY or based on any portion of the TECHNOLOGY;

 

c. The term UNDERWRITER, as used in this Agreement, shall refer to an existing LICENSEE or LICENSE applicant, acting to sub-license the applicant under substantially identical license terms, and governed by the rules of the et3.com handbook posted on www.et3.com.

 

d. The term PARTICIPANT, as used herein, shall refer to a LICENSEE who engages in an ETT project.

 

2. Grant of Technology Rights

 

c. Subject to the other terms and conditions set forth herein, LICENSOR hereby grants to LICENSEE the non-exclusive worldwide right and license to: 1) access and utilize all TECHNOLOGY ; 2) review and bid on ETT participation products; 3) submit novel participation proposals; 4) as an independent contractor, underwrite sub-licensees, according to substantially identical terms of this Agreement, entitling royalty commissions (described herein); 5)vote on products, their priority, and bid acceptance to the extent of participation percentage; 6) receive bonus as winner of competitive sub-licensing contests announced on contest database; 7)own stock in et3.com Inc.; and 8) trade et3.com Inc. stock with other licensees on the et3.com Inc. exchange website at www.et3.net.

 

b. The nonexclusive license extends automatically to all TECHNOLOGY, business plans, marketing systems, projects, know how, etc. relating to ETT, that et3.com or its successor shall acquire, develop, pool or license from others.

 

 c. Notwithstanding the above, or anything else to the contrary, all rights to the patents or intellectual property rights now existing or to be obtained in the future, which are based on the TECHNOLOGY or PROJECTS shall be the sole property of LICENSOR.

 

d. Within twenty (20) business days after the execution date of this Agreement LICENSOR shall disclose to LICENSEE any and all technical information and know-how then within the knowledge or possession of LICENSOR which was not already disclosed to LICENSEE and which would be helpful to LICENSEE in the manufacture, use or sale of the PROJECT or in otherwise exploiting the subject matter of this Agreement.

 

 

  

3. Warranties and Representations of LICENSOR

 

d. LICENSOR warrants and represents that to the best of its knowledge it owns or has an exclusive right to the Intellectual Property; and that it is free to enter into this Agreement and that it has no knowledge of any suit, action, or claim instituted or threatened by a third party against any of these intellectual property rights.

 

b. LICENSEE agrees that it will defend, indemnify and hold harmless LICENSOR, its employees, officers and agents (the “indemnified parties”) from and against any and all claims and causes of action of any nature made or lawsuits or other proceedings filed or otherwise instituted against the indemnified parties relating directly or indirectly to or arising from the manufacture and sale of any ETT system or component that they may design, construct or apply. Licensee will assume responsibility for all costs and expense related to such claims and lawsuits for which it shall indemnify the indemnified parties, including, but not limited to, the payment of all attorney’s fees and costs of litigation or other defense.

 

7. LICENSEE will maintain any secret or proprietary nature of all patent pending ETT technologies, business plans, and materials that LICENSEE may receive from or in behalf of et3.com Inc. LICENSEE will exercise all prudent measures to protect any proprietary ETT technology from unlicensed dissemination. LICENSEE will obtain a signed official et3.com non-disclosure Agreement (located at www.et3.com) from any prospective licensee before presentation of any proprietary ETT technology. LICENSEE will make no copies whatsoever of any sales materials, or information in the ETT databases. Any purchase of ETT marketing materials must be made through et3.com or a vendor approved by et3.com Inc.

 

8. A project PARTICIPANT is subject to additional project participation terms as agreed to by majority of existing et3.com Participants engaged in the project. A Participant shall not conduct ETT related business with a non-licensee. All employees of a Participant must be et3.com Licensees if they do any work relating to an ETT project. Alternatively a licensee may hold additional open name licenses for employee use.

 

e. Nothing herein shall be construed as a warranty or representation by et3.com Inc. as to the scope or validity of any patent application or a any patent or patents that may be issued or be assigned. The ETT system and TECHNOLOGY has not been built, tested or independently evaluated. Licensee shall exercise due diligence to verify the potential performance and cost of the ETT system.

 

  

4. Payments and Obligations

 

a. The license fee is $100. Royalties or share purchase is not included in the fee. The licensing fee is not refundable. Use of the licensing fee ($100) is to fund et3.com Inc. general operating expenses; Fees do not cover the cost of any hard copy materials or reports, other than what is used for this Agreement. All notices, statements, and technology updates are posted on www.et3.com web site, or sent to the licensees’ e-mail address. The licensee may request hard copies from et3.com Inc. provided the added cost is paid in advance.

 

b. Royalties are 6% of the accepted project participation bid (more or less as determined by majority vote of Participants and owners). The royalties are to be submitted with any funded participation bid. Use of royalties as follows: 50% is paid to the royalty distribution account, 5% commission is paid to the Underwriter of the licensee paying the royalty. Up to 5% may be used for any overhead resulting from royalty administration and audit. The 40% remaining is gross profit, 10% of the gross profit (4% of the total) is donated to the et3 foundation, a non-profit organization (see www.et3.org). The balance (after any taxes owed) is paid to the owners of et3.com according to share. The greater of actual Sales Price, or fair market value of goods or services shall be used to calculate royalties due.

 

c. The Royalty Distribution Account is administered for the exclusive benefit of ETT Participants. Cash disbursements shall be paid to the Participant upon 30 days of written or e-mail request. Cash disbursement shall not be made more than once per year unless for amounts greater than $1000. A Licensee may elect to receive stock (if available) instead of royalty distribution, provided any applicable laws and regulations concerning such stock offering are satisfied by the Participant. Participation percentage is diluted as additional participation is accepted.

 

d. A submitted PROJECT plan gains priority by vote of the Participants. PROJECTS are ranked and votes weighted according to the relative percentage of participation. If a PROJECT plan achieves majority Participant and owner approval, it is eligible for capitalization with et3.com Inc. stock issue (if available); or funding by licensees. Bidding for portions of the approved and capitalized project shall commence. PROJECTS shall start when a licensee bid is accepted by majority of the Project PARTICIPANTS and owner vote, subject to availability of funds, holdback, inspection and audit. A funded project is owned jointly by funding participants in the project according to the proportional value of their contributions. A new PARTICIPANT receives participation percentage according to the value of contributed goods or services as voted appropriate by existing PARTICIPANTS and owners.

 

e. Stock representing ownership of et3.com Inc. is not publicly traded. SEC regulations prevent the transfer of non-registered stock to third parties. All outstanding shares of et3.com Inc. are private placement or compensatory shares and are restricted as such.

 

f. These fees as described herein shall be due and payable for as long as LICENSEE or any associated, affiliates, or related entities shall be involved in the commercialization of PROJECTS or TECHNOLOGY or for as long as permitted by law.

 

g. Project Participant covenants that it will, in good faith commit itself to a thorough vigorous, and diligent program of exploiting the TECHNOLOGY and/or PROJECTS hereof in accordance with the best business customs of the applicable industry or industries, so that full utilization of the PROJECTS will result.

 

h. LICENSEE agrees that it will pay interest to LICENSOR on any and all amounts that are at any time overdue to LICENSOR at the rate of 1.5% per month, (or the maximum allowed by law if less), from the date when payments are due and payable to the date of receipt of actual payment by LICENSOR.

 

1. 1. 1. All monies payable hereunder shall be paid in United States Dollars at such location in the United States of America as LICENSOR may from time to time designate.

 

 

 

 

 5. Records and Reports

 

LICENSOR shall maintain an ETT technology database, a project database, a PARTICIPANT database, accounts database, and a LICENSEE database, on a server accessible by LICENSEE at www.et3.net. LICENSEE shall keep full, clear and accurate computer records with respect to project participation subject to royalty or fee under this Agreement. LICENSEE shall update their ETT database at least weekly. et3.com, or its authorized agent, shall have the right to examine and audit such records with reasonable notice during normal business hours, as reasonably required to ensure LICENSOR’s rights.

 

In case LICENSOR does not accept the statements of sales performed by LICENSEE and the parties cannot reach an agreement within thirty (30) days after LICENSOR's notification of disagreement, LICENSOR is authorized to have audited by a certified public accountant bound by professional secrecy the documents relevant for computing the fee. This auditor shall have the right to inspect all books and records of LICENSEE directly related to the PROJECTS it is manufacturing or offers for sale. The auditing costs shall be borne by LICENSOR unless the auditing proves the failure of LICENSEE to provide LICENSOR with correct statement of sales performed. In the latter case LICENSEE shall pay the costs of the auditing if the statement of sales is in error in excess of five percent (5%) of the amounts due to LICENSOR. LICENSEE shall make prompt adjustment to compensate for any errors or omissions discovered by such audit. If records do go uncontested for two years, et3.com shall have no further right to contest such report, unless fraud is proven. All records shall be kept in English; in a secure, mainstream computer format, as shall be agreeable to 75% vote of Participants.

 

 

6. Patent Prosecution and Third-Party Infringement

 

e. LICENSOR, at its own expense, may prosecute any domestic or foreign patent application that may relate to ETT or be assigned to et3.com, and any continuations, divisions, continuations in part, substitutes, and reissues, of such patent application or any patent thereon, at its own expense, until all applicable patents issue or any patent application finally becomes abandoned. LICENSOR shall also pay any maintenance fees which are due on any patent that may issue. If for any reason et3.com shall intend to abandon any patent, it shall notify LICENSEES at least two months in advance of abandonment so LICENSEES may have opportunity to prosecute the patent, in such case et3.com shall cooperate to any degree required, at LICENSEE’S expense. If LICENSEE acts and is successful all reasonable prosecution expenses shall be deducted from any royalties due.

 

b. Should LICENSOR or LICENSEE become aware of any infringement or alleged infringement of any patents covering any portion of the TECHNOLOGY, that party shall immediately notify the other party in writing of the name and address of alleged infringer, the alleged acts of infringement, and any available evidence of infringement. LICENSOR and LICENSEE agree to work jointly (on a best effort basis) to prevent any infringement. LICENSOR shall bear the expense of any action and shall be entitled to all recovery. If LICENSOR does not act, one or more LICENSEES may take action. If LICENSEE(S) take action the cost shall be borne by LICENSEE(S) and recovery shall be split among LICENSEE(S) according to their involvement in the recovery, subject to any owed royalties.

 

c. If, at any time during the term of this Agreement, LICENSOR or LICENSEE shall be unable to uphold the validity of any LETTERS PATENTS or other intellectual property rights against any alleged infringer, LICENSEE shall not have a damage claim or a claim for refund or reimbursement against LICENSOR.

 

7. Term and Termination

 

f. With respect to the rights granted herein, this Agreement shall commence upon the executing hereof and, shall extend in perpetuity to both parties or their successors unless terminated sooner for any reason under the terms of this Agreement, or until superseded by an Agreement amenable to both parties.

 

b. This Agreement may be terminated for:

 

i) Default: If a LICENSEE fails to make payment on or before the date due under this Agreement, or if LICENSEE makes any other default under or breach of this Agreement, et3.com shall have right to terminate the Agreement upon three months written notice of intent to terminate, specifying such failure, breach or default to LICENSEE. If LICENSEE fails to make payment or otherwise cure the breach, et3.com may send written notice of termination, and this Agreement shall terminate one month from said notice date.

 

ii) Bankruptcy, receivership, or assignment for the benefit of creditors of LICENSEE shall result in the immediate termination of this Agreement, without prejudice to any rights et3.com may have.

  

c. Subsequent to the termination of this Agreement, LICENSEE agrees that it will not engage in the use, sale, or other commercialization of the TECHNOLOGY and that it will not manufacture the PROJECTS or PRODUCTS. Notwithstanding the foregoing, LICENSEE may, for up to ninety (90) days after the effective date of such termination, sell all PRODUCTS or PROJECTS which may be in inventory and not sold; provided, however, LICENSEE provides any reports and payments required by Section 5 of this Agreement.

 

d. If this Agreement is thus terminated, all non-disclosure clauses, and assignments, remain in effect unless release is made by et3.com in writing.

 

e. Upon termination of this Agreement, for any reason, nothing herein shall be construed to release either party of any obligation which matured prior to the effective date of such termination or which may continue beyond such termination, and any unpaid payments under this Agreement shall become immediately due and payable to LICENSOR.

 

8. Taxes, Governmental Approvals and Liability

 

g. LICENSEE shall be solely responsible for the payment and discharge of any taxes, duties, or withholdings relating to any transaction of LICENSEE in connection with the manufacture, use, sale, lease, or other commercialization of the TECHNOLOGY or the PROJECTS, if done by LICENSEE. LICENSOR is solely responsible for any and all taxes, fees, etc. levied by the authorities because of being the inventor of the patented TECHNOLOGY, because of the receipt of any and all payment by third parties to LICENSOR because of the licensed TECHNOLOGY including but not limited to the fees payable under this Agreement.

 

h. LICENSEE shall, at its own expense, be responsible for applying for and obtaining any approvals, authorizations, or validations relative to this Agreement under the appropriate national laws or otherwise, including authorization for the remittances hereunder from the appropriate governmental authorities.

 

i. LICENSEE shall be responsible for all PRODUCT liability and PRODUCT warranty for any PRODUCTS manufactured by or for LICENSEE under this Agreement and shall insure this risk accordingly. LICENSEE further indemnifies LICENSOR for any and all claims brought against LICENSOR of which the cause of action was set by any act of LICENSEE related to any PRODUCTS covered by this Agreement.

 

9. Independence of the Parties

 

This Agreement shall not constitute the designation of either party as the representative or agent of the other, nor shall either party by this Agreement have the right or authority to make any promise, guarantee, warranty, or representation, or to assume, create, or incur any liability or other obligation of any kind, express or implied, against or in the name of, or on behalf of, the other, except as described herein.

 

 

10. Assignment and Licensing

 

a. LICENSOR shall not have the right to assign or otherwise transfer this Agreement and the rights herein, including rights acquired by LICENSOR herein, to receive payments, to any third party, without the prior written consent of LICENSEE which consent shall not be unreasonably withheld. Such assignment or transfer shall not be deemed effective unless such assignee or transferee has agreed in writing to be bound by the terms and provisions of this Agreement.

 

b. Any improvement that LICENSEE shall make to ETT technologies before, during or after the term of this Agreement shall be licensed to et3.com Inc. for $1, plus any previously agreed upon participation percentage value disclosed herein. This shall include without limitation, patent applications, patents, computer software, copyrights, know-how or licenses acquired, that relate to ETT participation. The license shall be exclusive with respect to ETT usage of the IP; the licensee shall retain all rights to any non-ETT uses of the intellectual property that they develop.

 

7. LICENSEE shall have the right to underwrite other entities as sublicenses under identical terms of this Agreement. LICENSEE shall remain bound to pay fees as per Section 4. of this Agreement. LICENSEE shall, provide a license Agreement properly executed by the prospective sub-licensee to LICENSOR. If a SUBLICENSEE shall terminate as a LICENSEE for any reason without a named successor, any SUBLICENSEES subject to the terminating LICENSEE who underwrote the terminating SUBLICENSE shall be subject to the LICENSEE who underwrote the terminating SUBLICENSE. The underwriting LICENSEE has no power to limit or restrict a SUBLICENSEE with additional SUBLICENSE terms. An organization may hold multiple SUBLICENSES in open name for employees and/or subsidiaries and/or related entities. The 5% royalty commission paid on open name licenses is paid to the underwriter of the entity holding the open name license generating the royalty.

 

d. LICENSEE may file for additional patents or intellectual property rights on behalf of LICENSOR and in LICENSOR's name at its own expense in any country it so desires.

 

  

11. Notices

j. All notices, demands, and other communications under this Agreement shall be in written English, and shall be sent by first class certified mail, return receipt requested, postage prepaid, to the concerned party at the address listed on this application. Any notice shall be considered made on the day deposited in the mail. General notices to all licensees are to be posted on the website accessible through www.et3.com. Payments, statements, and other communications may be sent by regular mail, or electronic means to the following destinations:

 

For LICENSOR:

P.O. Box 1423, Crystal River, Florida 34423; Telephone: (352) 257-1310; E-Mail: et3@et3.com

 

For LICENSEE:

At the mailing (or e-mail) address herein (licensee will pay mailing fees if e-mail address is not provided).

 

The parties hereto may give written notice of change of address, and, after such notice has been received, any notice of request shall thereafter be given to such party at the changed address.

 

b. In the future, electronic notice, signature, and receipt confirmation methods may advance to the point of satisfying legal notification requirements at lower cost than first class certified mail. If new notification standards are adopted, licensee shall conform. If licensee fails to conform, licensee must pay, the cost of certified mail notification, and any time value attributed to postal delays.

 

 

12. Jurisdiction; Governing Law

 

k. In the event of any dispute, controversy or claim between the parties arising out of or in connection with this Agreement (or related or subsequent agreements or amendments thereto), in particular (but not limited) as to its conclusion, existence, validity, interpretation, performance or non-performance, breach, termination, the assessment of damages including claims in tort, whether arising before or after the termination of the Agreement, the parties shall make a good faith effort to negotiate a settlement. If not settled, the dispute shall be referred to and finally determined by three arbitrators appointed in accordance with the rules of arbitration of the American Arbitration Association in New York, New York. The arbitrator’s award shall be non-appealable and enforceable in any court of competent jurisdiction. The arbitral proceeding shall be conducted in the English language.

 

l. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, except that the Federal Laws of the United States of America shall apply to questions regarding the validity or infringement or enforceability of United States Federal Patent and Trademark rights relating in any way to this Agreement or the subject matter of this Agreement.

 

c. Any action related to this Agreement shall be brought in Citrus County, Florida or in any such

other state and/or jurisdiction as LICENSOR shall transfer said action.

 

 

 

 

 13. Attorney Fees

 

In the event there is a default under this Agreement and it becomes necessary for any party to employ the services of an attorney, either to enforce or terminate this Agreement, with or without arbitration, the losing party or parties to the controversy arising out of the default shall pay to the successful party or parties reasonable attorneys fees and, in addition, such costs and expenses as are incurred in enforcing or in terminating this Agreement.

 

14. Identification of TECHNOLOGY and PRODUCTS

 

m. LICENSEE agrees to mark the following with a patent number, (or United States or foreign patent number) in conformity with the patent laws and practice of the respective country:

1) all PRODUCTS which are made, used, sold, leased, or otherwise disposed of;

2) all packaging of all PRODUCTS, and: 3) all brochures, manuals, and documents describing the PRODUCTS which are to be used, sold, or distributed.

 

n. Unless otherwise directed by LICENSOR, LICENSEE shall state in a manner acceptable to LICENSOR and approved by LICENSOR, in a prominent position on all materials and things specified in sub-Section 14a above, that the TECHNOLOGY is utilized and the PRODUCTS are manufactured and sold by LICENSEE under license from LICENSOR.

 

15. General Provisions

 

o. The parties hereto have read this Agreement and agree to be bound by all its terms. The parties further agree that this Agreement shall constitute the complete and exclusive statement of the Agreement between them and supersedes all proposals, oral or written, and all other communications between them relating to the TECHNOLOGY and PRODUCTS, including but not limited to the inventions, technology, and know-how, which are the subject matter of this Agreement.

 

p. No agreement changing, modifying, amending, extending, superseding, discharging, or terminating this Agreement or any provisions hereof shall be valid unless it is in writing and is dated and signed by duly authorized representatives of the party or parties to be charged.

 

q. The provisions of this Agreement are severable, and in the event that any provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

r. Failure of any of the parties hereto to enforce any of the provisions of this Agreement or any rights with respect thereto or to exercise any election provided for therein, shall in no way be considered a waiver of such provisions, rights, or election or in any way to affect the validity of this Agreement. No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. The failure by any of the parties hereto to enforce any of said provisions, rights, or elections shall not preclude or prejudice other provisions, rights, or elections which it may have under this Agreement. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent or waiver of, or excuse for any other, different or subsequent breach. All remedies herein conferred upon any party shall be cumulative and no one shall be exclusive of any other remedy conferred herein by law or equity.

 

s. Time is of the essence in the performance of each and every obligation and covenant imposed by this Agreement.

 

t. This Agreement shall be binding not only upon the parties hereto, but also upon without limitations thereto, their assignees, successors, heirs, devices, divisions, subsidiaries, officers, directors and employees.

 

u. There shall be no liability on either party on account of any loss, damage, or delay occasioned or caused by strikes, riots, fires, insurrection or the elements, embargoes, failure of carriers, acts of God or of the public enemy, compliance with any law, regulation or other governmental order, or any other causes beyond the control of either party, whether or not similar to the foregoing.

 

v. Except as provided elsewhere in this Agreement, all of the legal, accounting, and other miscellaneous expenses incurred in connection with this Agreement and the performance of the various provisions of this Agreement shall be paid by the party who incurred the expense.

 

w. All covenants, agreements, representations, and warranties made herein in writing in connection with this transaction shall survive after the closing date.

 

x. Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.

 

k. In any action for breach of this Agreement or for any other cause of which neither party shall be liable to the other party for any indirect or consequential damages; provided, however, that this provision shall not be deemed to limit in any way LICENSEE's duty to indemnify LICENSOR for claims brought by third parties as set forth in Section 6 of this Agreement.

 

l. Neither party shall commit any act or take any action, which frustrates or hampers the rights of the other parties under this Agreement. Each party shall act in good faith and engage in fair dealings when taking action under or relating to this Agreement.

 

m. In case of any mistake in this Agreement, including any error, ambiguity, illegality, contradiction, or omission, this Agreement shall be interpreted as if such mistake were rectified in a manner which implements the intent of the parties as nearly as possible and effects substantial fairness, considering all pertinent circumstances.

 

n. Upon signing this Agreement with blue ink, the parties agree that they have carefully read this Agreement and have consulted or have had opportunity to consult counsel.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of

 

 

Date: ________________________________; Applicant: Signature: ________________________________________

 Type, or print in permanent ink; initial and date each page. Attach: relevant application(s); photocopy of legal ID with photo; and license fee ($100 US / License).

CHECK ALL DATA; INCOMPLETE OR UNVERIFIABLE APPLICATIONS MAY BE REJECTED WITHOUT NOTICE

 

Accepted by: Daryl Oster, CEO et3.com on the date the grant of License is posted to the et3.com, and /or et3.net website.

Revised November 2007

 

--END SECTION ON ET3 LICENSE AGREEMENT--

 

 

 

ET3 COMPENSATORY SHARE OR OPTION SUBSCRIPTION AGREEMENT

1. The Company: et3.com Inc. a Florida corporation whose mailing address is P.O.Box 1423 Crystal River FL 34423-1423; and et3@et3.com (the “Company”) currently owns the Intellectual Property (IP) to Evacuated Tube Transport (“ETT”) technology. The Company is a consortium of licensees who believe that ETT technology will be a key component of future transport. A company mission is to implement ETT; and secure a significant share of ETT specific IP by: developing new IP, and by gaining mutually beneficial use of others IP relating to ETT through the license agreement.

 

2. The Shares: The Company is authorized to issue ten million (10,000,000) shares of $.001 par common stock. There are currently less than twenty thousand (20,000) issued and outstanding shares. All shares are unregistered shares issued in reliance upon a registration exemption of the Securities Act of 1933 as amended (the “Act”).

 

3. The Offering: The Company is offering up to one million (1,000,000) shares of its common stock for compensation of any valuable service received from authorized licensees acting to further the ETT implementation goals of the company. The offering rate is one share per ten dollars ($10.00) agreed value received. All compensatory share transactions are by private placement of unregistered securities pursuant to exemption Rule 701 of the Act (17 CFR 230.701.). If all compensatory shares offered for sale are issued, and all options are exercised, the Company will have a total of two million ten thousand (2,010,000) shares of issued and outstanding common stock.

 

4. Eligibility: The Company is restricting the compensatory offering to ETT licensees only. Additionally, pursuant to Rule 701 of the Act, the shares may only be issued to individuals or companies who are acting as employees, consultants, advisors, or independent contractors of the company, who provide valuable services by negotiated agreement as relate to ETT implementation plans and goals.

 

5. Voting Rights: Each share of the common stock entitles the holder to one vote on all matters submitted to a vote of the stockholders. Mr. Daryl Oster, the Company’s CEO, currently owns about seventy (70) percent of the issued and outstanding common stock. Furthermore, Mr. Oster has the option to be issued additional common stock, whenever necessary, to maintain ownership of at least fifty (50) percent of the outstanding common stock, plus 10,000 shares; thereby guaranteeing controlling interest.

 

6. Dividends: The Company has not paid cash dividends to date; however, the Company plans to pay cash dividends out of licensing proceeds as set forth in the license agreement. There can be no assurance that ETT will be implemented, or the company will generate sufficient income from ETT licensing royalty to pay any dividends.

 

7. Redemption: A shareholder may not force the Company to redeem the shares.

 

8. Liquidation or Dissolution: In the event of the Company’s liquidation or dissolution, each shareholder is entitled to a pro rata portion of the assets remaining after payment of all liabilities.

 

9. Stock Option Program: Any licensee earning compensatory shares in exchange for valuable services by agreement shall have the choice of receiving shares or options to purchase identically restricted shares at any time in the future for an exercise price of the par value of $.001/share.

 

 

 

10. Transferability: This is an offering of unregistered securities pursuant to Rule 701 of the Act. The Company has no plans to register the shares and thus, the shares may only be transferred pursuant to a valid registration exemption under the Act. The Company plans to facilitate trading of its common stock among licensees who have received compensatory shares by implementing, on a World Wide Web Internet Site, a trading mechanism in which ETT licensees may purchase or sell their compensatory shares. In the event that the shares do become registered, they will be freely transferable to the public, and the company may elect to designate another sales and/or transfer agent.

 

11. Transfer Agent and Share Accounts: The Company is the transfer agent for the shares. All shares or options to purchase shares are recorded by book entry, and held in account by the company for exclusive benefit of the licensee. In all such book transactions, no sales concessions, commissions, fees, or compensatory shares will be collected or paid, and the company will act as transfer agent in all such private placement transactions. By written request, share or option certificates will be issued at the cost of printing and mailing not to exceed $20. No licensee shall be authorized to represent the company in the sale or transfer of securities unless they are an authorized officer of the company and act in such capacity with no compensation depending on the number of shares transferred.

 

12. Death or Mental Incapacity of Shareholder: In the event of the death or adjudicated mental incapacity of a shareholder, the Company shall have the right to purchase the common stock from the shareholder or the shareholder’s estate. The purchase price shall be the current price at the close of the day prior to death or incapacitation. If the value of the shares exceeds 25 percent of the company’s liquid assets, the company may pay for the shares in installments. 50 percent of the company’s income that is allocated to shareholders shall be used to pay any estate repurchase. Shares belonging to an estate may not be transferred to one who is not a licensee, but may be transferred to any designated licensee.

 

14. Irrevocability: All subscriptions are non-revocable.

 

15. Acceptance of Offer: The licensee’s signature below indicates acceptance of the above stated terms of the subscription agreement. Upon the Company’s receipt of a signed copy of this agreement and full payment for the number of shares indicated, the Company will return to the Purchaser by postal or electronic mail, indication of the number of shares earned, and the cumulative total number of shares in the licensee’s share account, OR post said information to a password protected webpage accessible by the licensee. The Company reserves the right to compensate the licensee the agreed $10/share value in US dollars for their services instead of issuing compensatory shares. The licensee affirms that any securities of the company are held for investment, and the future value may appreciate, or decline to zero depending on market conditions, company activity, and the activities of the licensees. The licensee has received, and had ample opportunity to review the company business plans, license agreement, and seek council regarding the risks and merits and tax consequences of share ownership.

 

 

 

 

 

Date: ________________________________; Licensee Signature: ________________________________________

 Type, or print in permanent ink; initial and date each page.

 

Accepted by: Daryl Oster, CEO et3.com on the date the compensatory share are posted to the share account of the licensee.

--END SECTION ON ET3 COMPENSATORY SHARE OR OPTION SUBSCRIPTION AGREEMENT--