THE IDEATION™ INNOVATION MANAGER – General

IDEATION™ Intangible Market and Innovation Manager™ Membership Rules

End User License Agreement

Purpose

Much of the illiquidity in the over US$60 Trillion of intangible assets derives from concerns over maintaining confidentiality, and often anonymity, in relation to any potential transaction. To the extent permitted by applicable law, IDEATION™ aims to create a “Community of Trust” in which those who own, license, create, buy, sell, or securitize intellectual property can conduct business with the assurance that:

• The confidentiality of their intellectual property will be protected;
• Anyone accessing their intellectual property will do so under legal agreement to protect the owner’s basic rights and with the sole purpose of considering entering into a legal agreement to license rights to that property;
• The owner’s anonymity may be maintained if they wish; and
• There is a trusted third party that will vouch for the identity of all participants in the “Community of Trust” and can pass on general information such as levels of capitalization, industry and credit worthiness of participants while still maintaining anonymity.

These basic protections are provided through a combination of these Rules and the infrastructure and security built into the IDEATION™ Innovation Manager™. With these protections in place, there is no reason that a marketplace for intellectual property cannot become as vibrant and efficient as those in other asset classes such as equities and bonds.

Definitions

1. Ideation™: Ideation Global Association, a Delaware corporation
2. The System: The system provided by Ideation™ that enables members to capture, protect, manage, and confidentially market their intangible assets
3. Member: any authorized User of the System
4. Person: Any natural person, partnership, corporation, association, or other legal entity.
5. Intangible Assets: assets that are neither physical, financial, nor human (as defined by the Financial Accounting Standards Board)

The IDEATION™ Community Rules

A. An applicant for IDEATION™ Membership must be at least majority age in their resident jurisdiction.

B. The Member agrees:

1. to respect the confidentiality of any confidential information they see on the Ideation™ System;
2. to respect the confidentiality of every other Member's innovation and not to disclose any innovation to any third party that does not have access to that innovation without the explicit permission of the owner;
3. to respect the anonymity of other Members, and only disclose the identity of the anonymous Member upon attaining the Member’s permission;
4. to act in an ethical and honorable manner;
5. to communicate in a civil and professional manner;
6. to provide his/her complete, accurate and up-to-date identification and contact;
7. to conduct negotiations in a legal, transparent manner, and make a good faith effort to conclude such negotiations;
8. to restrict or inhibit any User from unauthorized use of IDEATION™ System;
9. to assume all risk of use;
10. to report to IDEATION™ any activities that are unethical and/or in contravention with these Rules and/or relevant laws and regulations;
11. to declare any significant conflict of interest;
12. not to engage in any activity intended to disrupt or compete with IDEATION™ ;
13. to use the IDEATION™ System in accordance with all applicable laws and regulations, including, local, state, federal and international;
14. not to modify, copy, reproduce, republish, upload, post, transmit, distribute, display, reverse engineer or assemble, create or derive in whole or in part the IDEATION™ System and/or its underlying software and/or code;
15. not to sell, exploit for a commercial purpose, assign, sub-license, grant a security interest in or otherwise transfer any right in the System without approval from Ideation™ ;
16. not to use any robot, spider, "web crawlers" or other type of technology to monitor or copy or automatically download IDEATION™ content;

The Member furthermore agrees not to use the System for:

1. false or misleading information, indications of invention, origin, ownership, use or statements of facts;
2. violation, infringement, or plagiarizing the rights of third parties including: their IP, rights of privacy or publicity, or any other proprietary rights;
3. material related to contests, pyramid schemes, surveys, junk e-mail, spamming or any duplicative or unsolicited messages or advertising;
4. unlawful, harmful, libelous, fraudulent, threatening, abusive, harassing, defamatory, infringing, vulgar or offensive behavior and/or language;
5. anything leading to the release of Viruses, Worms, Trojan Horses or any other component designed to either harm or interfere with the proper working of the System, or its Users and Members;

C. Acceptance and Modifications

By accessing the IDEATION™ website and using the System, a User acknowledges acceptance of these Rules.

Access to the System including but not limited to: the software, functionality, materials, and any content presented on the IDEATION™ website, are accepted by the User “as is”.

IDEATION™ may change the System, its website, listing and/or the Rules; changes become effective immediately; and use of the System on or after such effective date constitutes acceptance of such changes. Members will be notified at the email they registered with IDEATION™ of Rules changes. IDEATION™ makes no commitment to either update or keep current content on the System nor correct any known errors.

D. Security, Back-Ups and Disaster Recovery

Member data is stored in a secure facility. IDEATION™ has taken steps to prevent unauthorized access and use of the System. In addition, IDEATION™ has put in place sophisticated and advanced back-up and disaster recovery systems.

Notwithstanding, the security, back-up and disaster recovery systems implemented for the System have inherent limitations; therefore any loss or harm caused by Member's provision of data will be borne exclusively by the Member who furthermore agrees that IDEATION™ shall have no liability for any loss or harm other than the aforementioned guarantee.

E. IDEATION™ Escrow and Commissions

IDEATION™ shall be the escrow service provider for all transactions. IDEATION™ has also placed its System software code in escrow.

Typical commission fees – outside of Ideation™ – on technology transfer are 25% or more. Since IDEATION™ facilitates technology transfer and has created an almost friction-less IP marketplace, IDEATION™ ’s commissions are as low as possible while still providing incentive for transactions enablers. For transactions within an ecosystem there is no commission charge.

For transactions between ecosystems each transaction is enabled by an ad hoc network that is created by the IDEATION™ System. Each node in this network is essential for the transaction; the most equitable solution is to share a small total commission of 7.5% between each node. IDEATION™ is a node just like the others hence IDEATION™ earns a commission of approximately 2% to cover expenses. This solution is optimal for scientists and other inventors as it lets innovation owners keep almost all of the revenues yet the small commission ensures that the transaction does occur.

The Member agrees that IDEATION™ will net the fees out of funds transferred.

F. Disclaimer of Warranties, Limited Liability, and Waiver

While IDEATION™ assumes full responsibility for the Members’ data and its associated audit and attestation trail, IDEATION™ is not responsible for any content displayed or provided by Members. IDEATION™ does not endorse Member or third party content, (including scanning such content for the presence of computer viruses or worms or malevolent code). IDEATION™, its officers, directors, employees, shareholders, successors or heirs shall not be responsible or liable for any:

1. infringement and/or defective title on the part of intangibles listed;
2. claims (including claims of third party infringement or negligence or breach of contract), fines or other costs (including court costs and reasonable attorneys' fees related thereto) which a Member incurs as a result of any third party claim relating to their use or inability to use the IDEATION™ System;
3. damages, or loss of sales or profits or opportunity, in excess of the fees paid to it by the Member regardless of the cause of action or whether IDEATION™ knew or was informed of the likelihood of damages;
4. infringement, omission, negligence or intentional wrongdoing resulting from or arising out of or related to the Member’s use;
5. breach of the Rules by a Member;

If any Member chooses to bring legal action or claim against any indemnified party, they shall notify the party in writing or by email, and they shall assume and control the defense, settlement and expenses of each such action. Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense at their own cost.

Any waiver by IDEATION™ in a particular instance shall not constitute a waiver of the same or different rights, remedies or breaches in any other instance.

G. Force Majeure

IDEATION™ is not liable for:

1. delays or failure in performance due to causes beyond its reasonable control, including but not limited to: acts of God, civil or military authority, war, labor disputes, materials or services provided by third parties; nor
2. errors or omissions in performance due to the failure of a Member.

IDEATION™ will be entitled to a reasonable extension of time to remedy any such delay or failure.

H. Notices

Notices to IDEATION™ may be sent by email to: Attn. legal@ideation.com

I. Rights to Website Content

The Member acknowledges and agrees that:

1. the IDEATION™ System and any material appearing on it other than those submitted by the Member, including: text, documents, pdf files, website design, interfaces, icons, software, sound, photographs, video, graphics, images, as well as the selection, compilation, assembly and arrangement of the same, including but not limited to message digests and metadata, comprise proprietary and confidential information owned by IDEATION™, and are protected under law; and
2. use of any intellectual property of IDEATION™ without written permission by IDEATION™ is strictly prohibited and constitutes unauthorized use. IDEATION™ will enforce any infringement for unauthorized use, and violators will be prosecuted in accordance with the law.

IDEATION™ retains for fifty (50) years from the date of listing, the message digest of listed intangible assets. Members shall be permitted access to their digest.

J. Termination of Membership

IDEATION™ shall have the right to terminate Membership upon the occurrence of any of the following:

1. failing to meet obligations under these Rules;
2. failure by the Member to pay any required payment to IDEATION™ ;
3. breach or default by Member of any Rule;
4. an individual Member dies;
5. when a Member who is not an individual becomes insolvent or is expelled;
6. when a Member allows an unauthorized commercial use of the System, or the resale of any of the IDEATION™ services; or
7. when a Member is found guilty of fraud.

Upon Termination of Membership:

1. any unpaid fees due to IDEATION™ are immediately due and payable;
2. all Membership rights and interests granted to the Member shall terminate; and
3. IDEATION™ will return all Member’s data.

K. User Identification and Password

1. Upon IDEATION™ ’s positive review of the Registration Form, IDEATION™ may issue a unique User ID and Password to a qualified Member, (or where the Member is an entity to each employee), for exclusive, personal and non-transferable use in accessing the IDEATION™ System.
2. The Member is solely responsible for use and access to the IDEATION™ System and all activity that occurs under the Member's account.
3. The Member agrees not to use its User ID and Password for any unauthorized purpose and to keep them confidential and to immediately notify IDEATION™ of any known or suspected unauthorized use of its User ID and Password.

L. Anti-Money Laundering

No person shall be a member of IDEATION™ that is prohibited by Anti-Money Laundering statutes, regulations and rules. Applicants and Members shall support IDEATION™ or its agent in conducting due diligence. The identity shall be verified by IDEATION™ at the time of application.

IDEATION™ PRIVACY POLICY

IDEATION™ considers the privacy of its client data of paramount importance. For this reason IDEATION™ has taken many steps to ensure the privacy of client data including:

1. Only using tier 1, data centers;
2. Applying each year for a SAS 70, an independent assessment by an internationally recognized audit firm of the integrity of the IDEATION™ controls and procedures; and
3. Voluntarily submitting to the scrutiny of regulators.

This document summarizes the full IDEATION™ Privacy Policy, (“Privacy Policy”) which applies to IDEATION™ and to every active Member using the IDEATION™ Intangible Marketplace, the IDEATION™ Innovation Manager™ and the System. Any questions pertaining to this Policy may be addressed to legal@ideation.com.

The Privacy Policy addresses the types of organizational information that the Register module stores when Members and prospective Members use the IDEATION™ System, as well as some of the steps IDEATION™ takes to safeguard information.

Organizational and other Data Collected by IDEATION™

IDEATION™ 's servers automatically record information when a Member visits the IDEATION™ website or uses the IDEATION™ System and products, including: the URL, IP address, browser type and language, and the date and time of the Member’s request.

Compliance with certain laws and regulations including the US Anti-Money Laundering statues requires IDEATION™ to collect and maintain true, accurate and up-to-date identification and contact data of each Member. This is executed through the Register module.

IDEATION™ collects organizational information whenever a Member registers on the System or otherwise voluntarily provides such information.

1. Users and/or Members grant IDEATION™ the right to use for business administrative purposes, but not to disclose to third parties, certain information supplied by the Member, provided that such information will not include personally identifying information or specific company information, except as authorized by the Member; and
2. IDEATION™ reserves the right to provide such personally identifying information to third parties only in the good faith belief that such action is reasonably necessary to comply with applicable laws, legal process or to enforce the IDEATION™ Rules.

Use of Data

IDEATION™ may combine organizational information collected from Members with information from other IDEATION™ services or third parties to provide improved User experience, including customizing content for Members. IDEATION™ may use cookies and other technologies to enhance Members’ online experience and to learn about how the IDEATION™ system is used in order to improve quality.

IDEATION™ may use organizational information to provide the services requested by Members, including services that display customized content and aggregate statistical information. Aggregate statistical information is information that is recorded about usage of the IDEATION™ Innovation Manager System and is collected into groups so that it no longer reflects or references an individually identifiable User.

IDEATION™ may use organizational information for auditing, research and analysis to operate and improve IDEATION™ technologies and services but may not include any of the Members’ proprietary information or in any away allow for Members’ proprietary information to be deduced. If a Member opts to encrypt any of its data, that data will not be included even in aggregate statistical review.

When IDEATION™ uses third parties to assist it in processing Members’ organizational information, IDEATION™ requires that they comply with this Privacy Policy and any other appropriate confidentiality and security measures.

IDEATION™ may also share information with third parties in strictly limited circumstances, including when complying with legal process or preventing fraud or imminent harm, and ensuring the security of IDEATION™ ’s network and System.

IDEATION™ processes organizational information on its servers in the United States of America and in other countries. In some cases, we process organizational information on a server outside the Member’s own country and IDEATION™ will always ensure that it is a jurisdiction that will respect and be able to enforce this Privacy Policy.

A Member may decline and refuse cookies in its browser, although this may reduce some of the functionality of the IDEATION™ Innovation Manager.

IDEATION™ makes every effort to provide Members with access to its own organizational information upon request and to allow Members to correct such data if it is inaccurate whenever possible.