Dear entrepreneur:
The following document describes the Terms and Conditions on which eFiltro Co., a Delaware Corp. (dba "New Idea Center" and "Americas Ventures" ) offers you ("Entrepreneur") access to our services on this website, www.NewIdeaCenter.com ("the Site"). You certify that you are of sufficient legal age to use this Site and to create legally binding obligations for any liability you may incur as a result of the use of the Site. You may not submit any materials to this Site unless you indicate your assent to these Terms and Conditions - which eFiltro may change at any time in its sole discretion.

New Idea Center Services

By submitting a business plan to eFiltro's New Idea Center, an Entrepreneur may seek, with eFiltro's prior consent as described below,(a) Venture Capital Consulting for eFiltro's assistance in referring the Entrepreneur to members of our network of venture capital firms, incubators and angel investors (each, a "Sponsor"), and/or (b) a Business Plan Analysis, or (c) Business Plan and Development Consulting services.

• Venture Capital Consulting: If you choose to have eFiltro New Idea Center identify investors and introduce your company to one or more of the Sponsors/Investors who have asked eFiltro to refer prospects to them and if eFiltro chooses to work with you, we will contact you to negotiate a detailed contract (a "Contract") to meet your specific needs and outlining the terms and conditions on which eFiltro will refer you to Sponsors. Remember, neither these Terms and Conditions nor any other material on this Site constitute an undertaking by eFiltro to offer for sale, or to sell, or to solicit an offer to buy securities or investment interests in the companies that eFiltro refers to Sponsors. eFiltro is not a securities broker-dealer, an investment advisor, or a securities exchange and may not sell, offer to sell or offer to buy any security.
  
  
• Business Plan Analysis: If you choose to receive an official eFiltro Business Plan Analysis and rating, EFiltro will - for a small, non-refundable fee - provide you with a detailed report. The report may be supplemented, at your option and at an additional cost, with a one hour interview, in person or via telephone, with one of our directors.
  
  
• Business Plan and Development Consulting: If you choose to have eFiltro perform business plan consulting, or business development services, and if eFiltro chooses to work with you, we will contact you to negotiate a detailed contract outlining eFIltro's terms and conditions tailored to your specific needs.

Entrepreneur Communications and Information

The following rules apply to any information you provide to us, Sponsors or other users of the Site in any fashion ("Entrepreneur Information").

1. You are solely responsible for Entrepreneur Information. eFiltro reserves the right to take any action that we deem necessary or appropriate in our sole discretion if we believe any Entrepreneur Information may be offensive, harmful or inaccurate, or otherwise create liability for us or may cause us to lose (in whole or in part) the confidence of our Sponsors or the services of our ISPs or other suppliers.

2. Entrepreneur Information: (a) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (b) shall not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) shall not violate any law, statute, ordinance or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); and (d) shall not contain any viruses or other computer programming routines that are intended to expropriate, detrimentally interfere with, surreptitiously intercept or otherwise damage any system, data or personal information.

3. If you submit your business plan to eFiltro, we will use your plan solely for the purpose of Business Plan Analysis and/or Venture Capital Consulting - depending on the service[s] you have chosen - and only in accordance with the provisions and purposes of these Terms and Conditions.

4. To enable eFiltro to use Entrepreneur Information for the purposes described herein, you hereby agree to grant eFiltro a nonexclusive, worldwide, perpetual, royalty-free, sublicenseable right to display, host and distribute the Entrepreneur Information solely for the purposes described in this Agreement and elsewhere on this Site.

Disclaimers

1. At any time, eFiltro may, in its sole and absolute discretion, reject an Entrepreneur's application for further consideration.

2. eFiltro does not and cannot control the truth or accuracy of submissions to the Site. We reserve the right to confirm basic facts regarding Entrepreneur Information and Sponsor postings but we disclaim any obligation to do so and any responsibility for the scope or accuracy of any review we may undertake.

3. Neither your submission of your business plan through this Site nor eFiltro's referral of an Entrepreneur to a Sponsor in any way constitutes a commitment by eFiltro or any Sponsor to fund the Entrepreneur. Such a commitment is at the sole and absolute discretion of each Sponsor.

4. Once submitted to eFiltro, due to the hundreds of plans receivved, and bureacracy and costs involved, we do not return electronic or hard copies of your Business Plan.

5. An Entrepreneur may, for any reason, at any time prior to the execution of a Contract, withdraw its Business Plan from eFiltro. Withdrawal of the business plan will remove the Entrepreneur's submission, if previously delivered by the Entrepreneur to a Sponsor, from consideration for funding by any Sponsor.

6. During the business plan review process, the Entrepreneur may be providing non-public information to eFiltro. eFiltro takes significant measures to keep this material confidential. However, eFiltro cannot guarantee the confidentiality of any information submitted to eFiltro directly or through the Site. You should provide as much information as possible. If there are truly proprietary ideas, processes or data that you believe should be protected (e.g. inventions or patent details) then refrain from describing these items in your Business Plan or elsewhere in your submission, but otherwise generally inform eFiltro about these issues.

7. All applications and inquiries with respect to specific investment or business opportunities are directed to the Entrepreneur or Sponsor offering or soliciting such investment or business opportunities. Neither these Terms and Conditions nor any other material on this Site constitute an undertaking by eFiltro to offer for sale, or to sell, or to solicit an offer to buy securities or investment interests in the companies that eFiltro refers to Sponsors. eFiltro is not a securities broker-dealer, an investment advisor, or a securities exchange and may not sell, offer to sell or offer to buy any security. The material on this Site is intended to be strictly informational. Any investment resulting from the referral to a Sponsor by eFiltro of an Entrepreneur shall be on a negotiated basis between the Entrepreneur and the Sponsor(s) without any participation by or remuneration to eFiltro, except as expressly contracted between the eFiltro and Entrepreneur.

Releases
When you submit a business plan to eFiltro, we may be working on a similar plan, concept, or business, and/or may receive a similar plan from others. You hereby release eFiltro, its officers, directors, employees and agents from liability for any damages which may arise in connection with the services rendered by eFiltro or any information submitted through this Site. eFiltro is not directly involved in any negotiations or communications between Entrepreneurs and Sponsors. In the event that you have a dispute of any kind arising out of your use of this Site, you release eFiltro (and our officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Intellectual Property Rights
All materials located on the Site are the copyrighted property of eFiltro or, if not owned by eFiltro, the applicable owner thereof. No material from this Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way without the prior written permission of eFiltro or the applicable owner thereof.

No Representations or Warranties
eFILTRO MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED ON THIS SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. eFILTRO HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AUTHORITY, COMPLETENESS, USEFULNESS AND TIMELINESS.

Limitation of Liability
IN NO EVENT SHALL EFILTRO BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH (1) ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY USE OF THIS SITE OR CONTENT FOUND HEREIN, (2) IS RELATED TO ANY FAILURE OR DELAY (INCLUDING BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE FOR ANY PURPOSE, INCLUDING ANY VIRUSES OR DEFECTS THAT MAY EXIST IN OR BE TRANSMITTED THROUGH THIS SITE), OR (3) THE PERFORMANCE OR NON-PERFORMANCE BY EFILTRO OR ANY OF ITS SPONSORS, EVEN IF EFILTRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THE FOREGOING, EFILTRO SHOULD BE FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY OF THE ABOVE DESCRIBED USES OF THIS SITE OR ITS CONTENT, THE LIABILITY OF EFILTRO SHALL IN NO EVENT EXCEED ENTREPRENEUR'S PAYMENT FOR SERVICES RENDERED BY EFILTRO.

Indemnification

The Entrepreneur shall defend, indemnify and hold harmless eFiltro and any of its parent, successor or affiliated entities, including Sponsors, its third party providers and distributors from and against any losses, liabilities, costs and expenses (including, without limitation, attorneys' fees) arising from any claim brought by or on the Entrepreneur's behalf or by third parties as a result of the Entrepreneur's use of this Site, any violation of these Terms and Conditions, any applicable securities laws or regulations, or any third party rights, including, without limitation, infringement of copyright or patent, violation of any other proprietary right, or invasion of any privacy rights.

Notices

Any notices required by these Terms and Conditions or pursuant to the services offered via the Site shall be sent, if to eFiltro, to info@efiltro.com and if to the Entrepreneur, to the email address you provide to eFiltro during the registration process. Notice shall be deemed received 24 hours after each e-mail is sent, unless the sending party receives a message indicating that the e-mail address is invalid.

General

1. No Entrepreneur may assign, convey, subcontract or delegate his/her rights, duties or obligations hereunder.

2. These Terms and Conditions shall be deemed severable. In the event that any provision of these Terms and Conditions is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any of the remaining provisions.

3. The failure of eFiltro to enforce any provision of these Terms and Conditions will not be a waiver of our right to subsequent enforcement of the provision or any other provision of the Agreement.

4. These Terms and Conditions and your relationship with eFiltro shall be confidential and governed in all respects by the internal laws of the State of New York, without regard to principles regarding conflicts of laws which would require or permit the application of the laws of another jurisdiction. Disclosure of the terms and agreements to third parties requires that both parties consent to in writing. All disputes and claims arising out of these Terms and Conditions and your use of the Site shall be submitted to a court of competent jurisdiction within the State of Florida, County of Miami-Dade.

These Terms and Conditions constitutes the entire agreement between eFiltro and Entrepreneur with respect to the subject matter hereof and supersedes all prior discussions, documents, agreements and prior course of dealing, and may not be modified except by a written agreement between both parties.