Terms and Agreements

Idea Marketplace Terms of Service


The Layman's break down of our TOS: Don't lie, don't cheat, don't steal. Integrity is an essential component to the success of our business model. For a more detailed description of how this business is run, please feel free to read our entire TOS. It is broken down into four main parts; General, Marketplace, Competitions, and Community.


I. GENERAL

Idea Marketplace, LLC (“Idea Marketplace” or “IDM”) owns and operates the Internet site located at http://www.ideamarketplace.com (collectively, the “Site”), located on servers in the United States of America. By entering, browsing and/or using the services in this Site, you (“the User”) agree to the following terms of service (“Terms of Service” or “TOS”) and all other documents and obligations incorporated herein. This agreement contains disclaimers and other conditions that limit our liability to you. If you do not agree to these Terms of Service, do not access, browse or use this Site.

1. DESCRIPTION OF THE SERVICE
Idea Marketplace offers users three basic services; a Private Marketplace (“Marketplace”) where users can safely buy and/or sell various types of innovative content, a public Crowdsourcing Platform (“Competition”) where “Sponsors” can post innovation competitions or 'contests' for specific rewards, and a Community Innovation Platform (“Community”) where anyone in the world can open an “innovation initiative” and ask the community, either privately or publicly, to generate 'great' ideas for a specific objective. As part of our rich collection of resources, we also offer a private internal messaging system for our users, personalized search services, and advertising services which all may be accessed through the medium or device known hereafter as “The Service.” You, the user, also understand and agree that the Service might contain advertisements, and that these advertisements, in part, allow for Idea Marketplace to provide you, the user, with the Service. You also understand and agree that the Service may include certain communications from IM, such as service announcements, administrative messages and internal messages between members, and that these communications are assumed to be part of your IM membership and you will not be able to stop from receiving them as they are an integral part of the operation of the Site. Unless directly stated otherwise, any new future features that build on or enhance the existing Service, shall be subject to these TOS. You understand and agree that the Service is provided "AS-IS" and that Idea Marketplace assumes no responsibility for the timeliness, removal, or failure to store any user communications or personalized settings. You are solely responsible for acquiring access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). You, the user, are solely responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the Service.

2. REGISTRATION
With respect to your use of the Service, you affirm that you are either eighteen (18) years of age or older, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these TOS, and to abide by and comply with the terms of these TOS. You represent that you are not a person barred from receiving services under the laws of the United States or any other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as solicited by the Service's registration form and (b) maintain and promptly update your registration information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or IM has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or if we, in our sole and absolute discretion, determine that you have breached these Terms of Service or any other rule applicable to the Site or that your conduct violates applicable law or is otherwise harmful to the Site, other persons or us, Idea Marketplace has the right to suspend or terminate your account (“Account”) and refuse any and all current or future use of the Service (or any portion thereof). You do not own your Account. Under these Terms of Service, you are granted a limited, personal, non-transferable, revocable license to use your Account to access this Site. You may not sell or transfer all or any part of your Account. You may not use your Account in any way that violates these Terms of Service.

3. PRIVACY POLICY
Your privacy is very important to us and we will, to the best of our ability, treat your private information as if it were our own private information. All the information you provide in our registration form and certain other information about you is subject to our Privacy Policy and can be found in its entirety at http://www.ideamarketplace.com/privacy. You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by Idea Marketplace and its affiliates for reasonable business related purposes only.

4. ACCOUNT, PASSWORD AND SECURITY
You will receive a personal account upon completing our registration process where you will get to choose a username and password. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Idea Marketplace of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Idea Marketplace is not liable for any loss or damage arising from your failure to comply with these terms.

While we use our best efforts to maintain the security of your personally identifiable information, transmissions made on or through the internet and personally identifiable information stored on our servers (or the servers of third parties) that we use to host our Service are vulnerable to attack and cannot be guaranteed to be secure. We disclaim responsibility for all negligent acts that may result in the unauthorized use of your account and the disclosure of your personal information beyond our control.

5. MEMBER CONDUCT
You understand that all information, data, text, music, sound, photographs, graphics, video, messages, or other materials ("Content"), whether publicly or privately posted on the site are the sole responsibility of the person who posted the Content. This means that you, and not Idea Marketplace, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. Idea Marketplace only takes minimal action to control the Content posted on the site and, as such, cannot totally guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent, objectionable, or ineffective. Under no circumstances will Idea Marketplace be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content purchased, posted, emailed, transmitted or otherwise made available via the Service.

You agree to not use the Service to:
a. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
b. harm minors in any way;
c. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
e. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) unless your intent is to have a Buyer or Sponsor secure those rights for you;
f. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
g. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.
h. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs intended to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
i. disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
j. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
k. intentionally or unintentionally violate any applicable local, state, national or international law.
l. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
m. Attempt to use this Site for any purposes other than those intended by Idea Marketplace
n. "stalk" or otherwise harass another member; and/or
o. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs (a) through (n) above.

You acknowledge that Idea Marketplace may or may not pre-screen all Content on the site, but that Idea Marketplace has the right (but not the obligation) in its sole discretion to pre-screen, deny, or remove any Content that is available via the Service. Without limiting the foregoing, Idea Marketplace has the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Idea Marketplace or submitted to Idea Marketplace.

You acknowledge, assent and agree that Idea Marketplace may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with a legal process; (b) enforce these TOS; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Idea Marketplace, its users, or the public.

You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Idea Marketplace and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

6. OWNERSHIP OF INTELLECTUAL PROPERTY
You retain any rights you own in all items which you upload or post on this Site, but you do give us permission to use and display such items for the purposes of this Site.

All software, designs, text, images, photographs, illustrations, audio clips, video clips, artwork, graphic material, data and other copyrightable elements, and all trademarks, service marks, trade dress and trade names associated with Idea Marketplace and the Site (the "Materials") are the property of Idea Marketplace, LLC and are protected, without limitation, pursuant to U.S. and foreign copyright and trademark laws. Without limiting the generality of the foregoing, Idea Marketplace is a trademark of Idea Marketplace, LLC.

These Terms of Service grant to you a limited, non-exclusive, non-transferable, revocable license to access and use this Site and the Materials herein only for the purposes intended for use by the Service. Except as expressly provided herein, you agree that no portion of this Site will be accessed, used, reproduced, duplicated, copied, or otherwise exploited by you for any other purpose; that you have obtained no other rights, titles or interests of any kind in or to the Site or the Materials; and that nothing contained herein shall be construed as conferring any other right, title or interest. All rights in the Materials and Site are reserved to Idea Marketplace, LLC.

You agree not to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast, sell, decompile, reverse engineer, disassemble, or circulate any Materials to any third party (including, without limitation, display and distribute the Materials via a third party website) without Idea Marketplace’s express prior written consent. Unauthorized or prohibited exploitation of Materials will result in deletion of your Account from the Site, and may subject you to civil liability and criminal prosecution under applicable federal and state laws.

7. INTERSTATE NATURE OF COMMUNICATIONS
When you register with Idea Marketplace, you acknowledge that in using IM’s services to send electronic communications, you will be causing communications to be sent through IM’s computer networks, portions of which are located in California and Texas, and possibly other locations in the United States and portions of which might be located abroad. As a result, and also as a result of IM's network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to this Terms of Service, you acknowledge that use of the service results in interstate data transmissions.

8. INDEMNIFICATION
You agree to indemnify and hold Idea Marketplace and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including attorneys' fees, made by any third party due to or arising out of Content you submit, post, purchase, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.

9. MODIFICATIONS TO SERVICE
Idea Marketplace reserves the right at any time, and from time to time, to alter or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Idea Marketplace shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

10. TERMINATION
You agree that Idea Marketplace may, under certain circumstances and without prior notice, immediately terminate your IM account and/or refuse access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. Moreover, you agree that all terminations for cause shall be made in Idea Marketplace’s sole discretion and that Idea Marketplace shall not be liable to you or any third party for any termination of your account or access to the Service.

11. ADVERTISERS
You may encounter advertising on our Site. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Idea Marketplace will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

12. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Idea Marketplace may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that email messages, initiative postings, ideas, Content in the Marketplace, or other uploaded Content to the Site will be retained by the Service. We may also establish limits to the maximum number of email messages that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on Idea Marketplace’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that Idea Marketplace has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that Idea Marketplace reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Idea Marketplace reserves the right to modify these general practices and limits from time to time.

13. ACCESS TO SITE
Idea Marketplace reserves the right to review your submissions (Content) in order to ensure compliance with these Terms of Service and our Privacy Policy. Idea Marketplace reserves the right to deny or revoke access to this Site, or any part thereof, at any time in its sole discretion, if it has reasonable cause to do so. Your access to this Site will terminate upon the termination of these Terms of Service for any reason. While Idea Marketplace endeavors to ensure that this Site is available at all times, IM shall not be liable if, for any reason, this Site is unavailable at any time or for any period.

14. GENERAL INFORMATION
Entire Agreement: The TOS constitutes the entire agreement between you and Idea Marketplace and governs your use of the Service, superseding any prior agreements between you and Idea Marketplace in regards to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services from Idea Marketplace, affiliate services, or third-party content.

Choice of Law and Forum: The TOS and the relationship between you and Idea Marketplace shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Idea Marketplace agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Los Angeles, California.

Waiver and Severability of Terms: The failure of Idea Marketplace to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. If any provision of these Terms of Service is found to be illegal or unenforceable, the Terms of Service will be curtailed to the limited extent necessary to make it legal and enforceable and will remain, as modified, in full force and effect.

No Right of Survivorship and Non-Transferability: You agree that your Idea Marketplace account is non-transferable and any rights to your Idea Marketplace ID or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.

Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

15. INTERACTIONS WITH OTHER USERS/USE AT YOUR OWN RISK
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS AND ALL SUCH INTERACTIONS ARE SOLELY AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING AND ADHERING TO THE TERMS AND CONDITIONS OF ALL INTERACTIONS BETWEEN YOU AND ANY OTHER PERSON. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU DISPLAY YOUR CONTENT, CONTACT OTHER USERS, AND ENGAGE IN BUSINESS TRANSACTIONS ALL AT YOUR OWN RISK. YOU UNDERSTAND THAT IDEA MARKETPLACE DOES NOT IN ANY WAY SCREEN OUR USERS OR MAKE ANY INQUIRY INTO THE BACKGROUND OF OUR USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF OUR USERS, EVEN IF PARTS OF OUR SITE ARE DECLARED “BY INVITATION ONLY”. IDEA MARKETPLACE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR THEIR HONESTY. IN NO EVENT SHALL IDEA MARKETPLACE BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO YOUR CONDUCT OR THE CONDUCT OF ANYONE ELSE IN CONNECTION WITH THE USE OF THIS SITE, INCLUDING, WITHOUT LIMITATION, FAILURE TO PAY AMOUNTS DUE, INFRINGEMENT, MISAPPROPRIATION, UNFAIR COMPETITION, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS, MEETINGS, AGREEMENTS OR ANY OTHER INTERACTIONS WITH OTHER USERS OF THIS SITE OR PERSONS YOU MEET THROUGH THIS SITE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS, PARTICULARLY IF YOU DECIDE TO ENGAGE IN BUSINESS OR DISCLOSE CONFIDENTIAL INFORMATION. (YOU UNDERSTAND THAT IDEA MARKETPLACE MAKES NO GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING YOUR ABILITY TO SELL CONTENT, SOLICIT WORK, OR OTHERWISE ENGAGE IN BUSINESS OR DERIVE REVENUES FROM YOUR USE OF THIS SITE.)


II. MARKETPLACE:

Submitters/Suppliers/Sellers:

1. PROTECTION OF PROPRIETARY IDEAS
Certain ideas and pieces of content may establish intellectual property rights in their creator or inventor. Depending on the nature of your idea, you may have proprietary rights in the idea. Before submitting your idea to Idea Marketplace, you should consider protecting the idea through patents, copyrights, or other comparable legal processes. Neither Idea Marketplace, employees of Idea Marketplace, nor agents of Idea Marketplace are authorized to consult with you on these matters. If you have any question as to whether your idea is eligible for intellectual property protection, please submit your idea to Idea Marketplace only after consulting with independent legal counsel and obtaining the protection you feel is necessary. Any submission to Idea Marketplace is protected only to the extent that it is protected under patent, copyright, trade secret or other comparable law.

2. NOTICE PROVISION FOR INTELLECTUAL PROPERTY RIGHTS HOLDERS
If you are a patent, copyright, or other intellectual property right holder, or an agent thereof, and believe that any user submission to Idea Marketplace infringes upon your intellectual property right, you may submit a notification, in writing, containing the following information:
a. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
b. identification of the work or invention claimed to have been infringed, or if multiple works, a representative list of such works;
c. identification of the material that is claimed to be infringing and a description reasonably sufficient to permit Idea Marketplace to locate the material;
d. a statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by you;
e. 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

3. SELECTION CRITERIA
Submissions made to Idea Marketplace will be considered on the basis of their marketability, creativity, ingenuity, uniqueness, viability, and ability to be easily understood and any other relevant criteria established at the sole discretion of Idea Marketplace. Idea Marketplace, at its sole discretion, reserves the right to decline to consider any submission deemed to be tasteless, offensive, or otherwise unacceptable for any other reason (as outlined above).

4. REVIEW PERIOD
After submission of an idea, the submitter will grant Idea Marketplace an exclusive sixty (60) day period of time to review and evaluate the submission. If Idea Marketplace does not accept the submission by the end of the 60-day period, then all rights in the submission will revert to the submitter and Idea Marketplace shall have no further rights whatsoever in the submission unless the submitter chooses at the end of the 60-day period to grant Idea Marketplace more time in the form of a second 60-day review period or any other period of time agreed upon by both parties.

5. ACCEPTED SUBMISSIONS
Once a submission is accepted by Idea Marketplace, the submitter automatically grants Idea Marketplace the exclusive right to market and sell the submitter’s submission, including but not limited to, the right to sublicense others, to make, have made, use, sell and lease the products, ideas, and concepts embodied in the submission to any and all third parties identified by Idea Marketplace, at the sole discretion of Idea Marketplace, for a period of three hundred sixty-five (365) days. This term may be extended at anytime within the 365-day period by the mutual consent of the parties to this agreement. Any agreement to extend such agreement pursuant to this clause must be in writing and signed by the submitter.

6. SIMILAR IDEAS
The submitter understands and agrees that Idea Marketplace and its clients are involved in the business of researching and developing many ideas. Idea Marketplace and/or its clients may have previously received, or may independently receive from third parties, ideas similar or identical to the submitter’s idea. The submitter agrees that submitting an idea to Idea Marketplace will in no way limit the right of Idea Marketplace, or any of its clients, to use any such similar or identical third party ideas as Idea Marketplace or their clients deem appropriate and the submitter acknowledges that such use will not sustain any cause of action against Idea Marketplace or any of its clients.

7. NON-USE
Neither Idea Marketplace, nor any of its clients, owes any obligation or duty of any kind whatsoever to implement, exercise, or otherwise manifest in any manner any idea submitted by the submitter. The submitter will have no right to any claim against Idea Marketplace or any of its clients for non-use of any submission. Additionally, neither Idea Marketplace, nor any of its clients, is under any obligation or duty of any kind to compensate the submitter for a submission that is not accepted, or not purchased, by Idea Marketplace or any of its affiliates.

8. DISCLOSURE
Idea Marketplace agrees to hold in confidence any and all information disclosed by the submitter to Idea Marketplace and shall not use for its own use without compensation or disclose to others any information so provided, except as in the context of the submitter’s agent to Idea Marketplace’s clients. This confidentiality clause does not apply to information which:
a. has ceased to be secret due to actions of the submitter or any other person or entity not under the control of Idea Marketplace;
b. was already in the possession of Idea Marketplace prior to submission by the submitter;
c. has been submitted by a submitter who did not acquire the information in confidence.

9. RECORDATION
The submitter agrees that Idea Marketplace may, for purposes of documentation and review, at its sole discretion, photograph, videotape, or otherwise record the submitter, the submission, and any proceeding or step involved in the submission process. The submitter releases Idea Marketplace from any cause of action the submitter may accrue for the use of the submitter’s name and/or likeness in any such recording.

10. WARRANTY OF TITLE
In connection with any submission, the submitter affirms, represents, and warrants that:
a. the submitter owns or has the necessary licenses, rights, consents, and permission to use, and authorize Idea Marketplace to use, all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all submissions, so as to enable Idea Marketplace to make use of any and all submissions in the manner contemplated by the Idea Marketplace website and these Terms of Service; and
b. the submitter has the written consent, release, and/or permission of each and every identifiable person associated with the submission to use the name or likeness of every such person so as to enable Idea Marketplace to make use of any and all submissions in the manner contemplated by the Idea Marketplace website and this Submission Agreement.
c. if the submitter posts or uploads any Content that he or she does not have the rights to use (any proprietary designs, text, images, photographs, illustrations, audio clips, video clips, artwork, graphic material, data, trademarks, service marks or any other copyrightable elements), the submitter must notify Idea Marketplace, and its affiliates, on Page 3 (Step 3) of the Submission Process on the Marketplace website.

11. SELLING IN THE MARKETPLACE
You agree to set your own price for all Content you post for sale in the Marketplace, of which Idea Marketplace will take a 20% service fee once sold. Furthermore, you agree to not change the price of any posted Content, or sell any posted Content to any Buyer or third-party outside of the Service without the prior written consent of Idea Marketplace. Such activity is cause for immediate suspension or termination of your account, and could also result in the refusal of any and all current or future use of the Service (or any portion thereof). Idea Marketplace, in order to enhance the utility of the Service, reserves the right to change or modify the terms of sale for some or all types of ideas (“Idea Types”) sold in the Marketplace at any time, or from time to time. Idea Marketplace also reserves the right to change or modify the price of any Content posted on the Site with the prior written consent of the original submitter. Additionally, Idea Marketplace has the right to limit the amount of Content any member posts for sale at any one time. Lastly, Idea Marketplace reserves the right to remove any Content from the site that it deems unable to sell, at which point any proprietary rights associated with the idea revert back to the original submitter.

Some Idea Types include a backend ownership component that you split with us (Idea Marketplace) 50/50. For example, we retain a 5% ownership in all new business ideas, books ideas, application ideas, new product ideas, and new television show ideas sold in the Marketplace (meaning you will get 2.5%). We reserve the right to add any idea types to this list whenever we feel it is equitable. Additionally, the company, Idea Marketplace, is a Buyer in the Marketplace. If we like an idea, we will buy it and develop it in conjunction with our partners. In which case, you and Idea Marketplace become partners, and you automatically retain a 10% interest in whatever it is we buy and develop. If there is any dilution in future rounds of financing or strategic partnerships, our interests, the Seller and Idea Marketplace, will dilute proportionately.

12. MEMBERSHIP
There are two ways to become a seller in the Marketplace: (1) Idea Marketplace approves your application (in the form of one great idea) to become a member of the Marketplace, and (2) a current seller in the Marketplace invites you to be a member of the Marketplace. Current members agree, in good faith, to only invite people to join the Marketplace if they have sufficient reason to believe the invitee will add real value to the Marketplace community as a whole. Idea Marketplace reserves the right to terminate, suspend, or rescind membership, at any time, to any member who does not add value to Marketplace community as a whole.


III. MARKETPLACE:

Buyers:

1. DISCLAIMER
This Site and all materials and Content contained on it are distributed and transmitted on an “AS-IS” and “AS-AVAILABLE” basis, without warranties of any kind, either expressed or implied. Please be advised that Content posted in the Marketplace does not reflect the views of Idea Marketplace. Although we regularly monitor the Content posted by our members, in no event does Idea Marketplace assume or have any responsibility or liability for any Content posted or purchased on the Site or for any claims, damages or losses resulting from their use and/or appearance on or in conjunction with this Site or elsewhere. A Buyer assumes all responsibility for content purchased on the Site. Idea Marketplace makes no representations regarding the sufficiency or accuracy of any Content on the Site, and it makes no representations or warranties regarding the confidentiality or ownership of any Content posted on the Site. Idea Marketplace acts as an intermediary only and does not warrant the commercial validation of any Content posted on the Site.

2. ACCESS TO THE SITE
In order to access the Content in the Marketplace, a Buyer must first be registered as a Buyer, sign our Buyer’s Agreement, and in most cases pay any applicable subscription fee as outlined in the Buyer’s Agreement. As part of our Buyer’s Agreement, a Buyer must sign a general non-disclosure agreement (“NDA”) that covers all Content on the Site. Buyers are permitted to solicit Sellers for Content not posted on our site. However, Buyers are not permitted to purchase Content posted on the Site outside the jurisdiction Idea Marketplace, LLC. Idea Marketplace reserves the right to terminate, suspend, or rescind membership, at any time, to any Buyer in violation of these TOS, and has the right to seek recourse for any damages caused by any violation of these TOS. Lastly, all Buyers who use the Site are subject to these TOS.

3. CONFIDENTIAL INFORMATION
Idea Marketplace respects the intellectual property of others, and we expect our Buyers to do the same. Idea Marketplace may, in its sole and absolute discretion, terminate the Accounts of Buyers who infringe the intellectual property rights of our Sellers. All Content offered for sale on our Site is considered Confidential (“Confidential Information”). A Buyer shall make information disclosed in any Content for sale on the Site available to a Buyer’s employees, agents and contractors only on a professional need-to-know basis. A Buyer disclosing any Confidential Information shall cause all of its employees, agents and contractors who have access to the Confidential Information to maintain the confidentiality thereof to the same extent as is required of a Buyer hereunder.

4. PURCHASING IDEAS
Sellers determine the price of their own products (Content) in the Marketplace. When a Buyer clicks ‘Buy Idea’ in the Marketplace that is a contractual obligation to pay the Seller his or her asking price for that piece of Content. Buyers must purchase any Content on the Site before they are permitted to take or use that Content for any commercial purposes. As with most websites, Idea Marketplace uses cookies (both persistent and temporary) and web log files to track your use of the Site, including Content you view, save, or buy. If you believe a particular price set by a Seller is unreasonable, you have the right to petition, in writing, for a more reasonable price through Idea Marketplace. We will contact the Seller on your behalf. Idea Marketplace reserves the right to change the future terms of sale for any Idea Types in the system from time to time.

Idea Marketplace charges Buyers a 10% service fee on top of every idea sold in the Marketplace. Additionally some Idea Types include a backend ownership component that we, Idea Marketplace, split with the original Seller. For example, Idea Marketplace retains a 5% ownership in all new business ideas, new book ideas, application ideas, new product ideas, and new television show ideas sold in the Marketplace (that we split with the content creator). We reserve the right to add any Idea Types to this list whenever we feel it is in our or our Sellers best interest.

5. DISPUTE RESOLUTION
If a Buyer believes that any Content posted for sale on the Site to be inauthentic, unoriginal, or in violation of any proprietary information that a Buyer already has, the Buyer must notify Idea Marketplace in writing immediately along with any proof supporting such claims. If such claims are deemed to be true by Idea Marketplace, Idea Marketplace will immediately remove the aforementioned Content from the Site. If a Seller suspects that a Buyer violated these Terms of Service by utilizing an idea, a concept, or any close approximation of posted Content on the Site without proper payment, the Seller has the right, through Idea Marketplace, to resolve the dispute through arbitration in the county of Los Angeles. In such cases, if a Buyer is found to be in violation of these terms, a Buyer’s liability is limited to $100,000.

6. COPYRIGHT INFRINGEMENT
All Content posted for sale on this Site is posted on a Private Marketplace. Only Buyers that sign our Buyer’s Agreement have access to the Content on our Site. If a Buyer does not sign our Buyer's Agreement, they are still subject to these TOS. Inevitably, some Content posted for sale on this Site will not have the appropriate rights secured in order to use, or be displayed, in public. For example, a song might be used in a ‘Commercial Ready for Air’ posted for sale on the Site and the Seller might not have secured the rights to use that song in public. While sellers are required to notify Idea Marketplace (and our Buyers) when they post any Content that uses images, video, or audio that they do not have the rights to use, Buyers are responsible for securing those rights after they purchase the Content from Idea Marketplace. Sellers will not be held responsible for using, posting, and/or selling, any image, video, audio or any other type of proprietary content they do not have the rights to use. Buyers assume all risks associated with the Content they purchase on this Site.

7. INDEMNIFICATION
You agree to indemnify, defend and hold harmless Idea Marketplace, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers to the Site from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms of Service by you or any person using your Account. Idea Marketplace reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Idea Marketplace in asserting any available defenses.


IV. COMPETITION:

Submitters/Competitors:

The following describes the terms applicable to the use of the “Competition” section of Idea Marketplace (www.ideamarketplace.com). Your use of this section of the Site forms a legally binding contract with Idea Marketplace, LLC based on these Terms of Service. If you participate as a “Submitter” (or “Competitor”) in any Competition posted in the Competition section of Idea Marketplace, you will be bound to these Terms of Service as well as any additional terms outlined in the “Terms and Conditions” section of each individual Competition. PLEASE READ THE FOLLOWING CAREFULLY. If you do not accept these Terms of Service as stated here, do not use Idea Marketplace and its services. Idea Marketplace reserves the right to revise these Terms of Service at any time by posting an updated version to this Web page.

1. THE COMPETITION SECTION
This section of the Site provides a service ("Service") whereby entities with business, marketing, entertainment, technical, engineering, scientific, logistical, consulting, design, public relations, manufacturing, or other problems ("Sponsors") may post such problems ("Competitions”) and may offer a payment amount (a "Prize") for solutions submitted by Competitors for a specific Competition via our website, which the Sponsor deems acceptable based upon the rules of the Competition. Each Competition has differing levels of difficulty, and different terms for winning. By using this Site, you acknowledge that Idea Marketplace does not control in any manner the nature, quality, legality or timing of the Competitions posted by our Sponsors. You agree that Idea Marketplace is a neutral forum for Sponsor’s Competitions and your proposed solutions.
Idea Marketplace aspires to make your use of this Site enjoyable, and will try to keep postings related to the payment of Prizes as current as possible. However, we do not guarantee that the postings or content on this Site will be current at all times. Furthermore, you understand that you may post a solution for a Competition that may have a recently accepted a solution, and for which the Prize has already been paid, and for which we have not yet updated the Site to reflect such payment.

2. OTHER INFORMATION
Idea Marketplace does not guarantee the accuracy of the Site or ownership of any information posted by a Sponsor in a Competition, or the availability of any Prize, unless otherwise stated in the Terms and Conditions of a specific Competition. While Idea Marketplace believes such information to be posted in good faith, Idea Marketplace does not control the information provided by others that is made available through the Site. Other user's information may be inaccurate. You agree to look solely to the Sponsor for any claims you may have regarding their information. If you have a dispute with another user of the Service, you hereby release Idea Marketplace from all claims of any kind arising out of such dispute.

3. PRIZE PAYMENT
Payment of Prize money will be handled in accordance with the terms set forth in the Terms and Conditions of each Competition. The conditions for qualifying for a particular Prize shall be as set forth on the Site in connection with that particular Competition and Prize and may include a list of excluded solutions. The decision as to qualifying criteria and conditions and whether to accept a solution is entirely within the discretion of the Sponsor. Proposed solutions submitted by Competitors in response to a Competition remain the property of the Competitor unless and until a Prize is paid by the Sponsor to such Competitor.

4. WARRANTIES
Except as expressly provided in this agreement, the services are provided “AS-IS”. Idea Marketplace makes no warranties, expressed or implied, including no warranties of merchantability or fitness for a particular purpose, respecting the services.

5. DISCLAIMER
Idea Marketplace has no control over, and is not responsible for the acts or omissions of Sponsors, or the quality or legality of the solutions sought thereby. Idea Marketplace does no warrant or guarantee the accuracy or completeness of any Competition, nor endorse any Sponsor.

Idea Marketplace shall not be liable to you for any damages, claims, expenses, or other costs (including, without limitation, reasonable attorneys’ fees) you suffer or incur as a result of third party claims relating to your use of the Services. Under no circumstances will Idea Marketplace be liable for any indirect, special, incidental, punitive or consequential damages or for any damages in excess of $100 regardless of the cause. You agree that you will be responsible for, and at Idea Marketplace’s request defend Idea Marketplace from, third party claims arising out of information you provide to Idea Marketplace for publication or any breach by you of this agreement.

6. YOUR CONTENT
You are solely responsible for the content of your information, postings, or proposed solutions. Idea Marketplace acts merely as a conduit for the distribution and/or publication of that information. Idea Marketplace reserves the right to take any action with respect to such information that it deems necessary or appropriate in its sole discretion if Idea Marketplace believes information is inappropriate for the Site or the Services, may create liability for Idea Marketplace, or may cause Idea Marketplace to lose (in whole or in part) the services of its Internet service provider, advertisers, or other suppliers. You agree that your information will be accurate and will not, to the best of your knowledge: (a) infringe any third party's copyright, trademark, patent or other proprietary rights or rights of publicity or privacy, (b) violate any law (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), or (c) be libelous, unlawfully threatening, or unlawfully harassing. You may be asked to make legally binding warranties and representations to Idea Marketplace and the Sponsor in relation to a proposed solution that you submit.

7. OTHER CONTRACTS, CONFIDENTIALITY, AND INDEMNIFICATION
You agree that you will not disclose to Idea Marketplace or its affiliates, or to any Sponsor, any information which you are under an existing contractual or other legal obligation to maintain in confidence or otherwise do not have the right to sell or license. All posted solutions for all Competitions shall be deemed "Confidential Information." Should your participation in the Service be found to breach legal obligations you may have with other third parties or in the event of a breach of the confidentiality obligations in this Section 7, you agree to defend, indemnify and hold harmless Idea Marketplace and Sponsor, its and their respective officers, directors, employees, agents, licensors, and suppliers, from and against all claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with such unauthorized and prohibited disclosure.

8. NO THIRD PARTY RELIANCE
You agree that you will not present to third parties any content or material in a manner that could be construed as conveying sponsorship, endorsement, option, or representation or warranty of Idea Marketplace. This agreement shall have no third party beneficiaries, other than certain Sponsors in accordance with the Terms and Conditions set forth in the individual Competition.


V. COMPETITION:

Sponsors:

If you are a Sponsor, your use of the Site forms a legally binding contract with Idea Marketplace, LLC based on the terms and conditions set in these Terms of Service, and the Sponsor Agreement required to post any Competitions on the Site. PLEASE READ THE FOLLOWING CAREFULLY. If you do not accept these Terms of Service as stated here, do not use Idea Marketplace Services. Idea Marketplace may revise these Terms of Service at any time by posting an updated version to this Web page.

These terms and conditions for the posting of Competitions to the Competition section of Idea Marketplace’s website apply to an entity's ("Sponsor") access to and utilization of Idea Marketplace’s Competition section, and engagement of Idea Marketplace to perform certain services for a Sponsor, all with regard to individual Competitions and all on the terms set forth herein. As used in these terms and conditions, "we" (and variations such as "us" or "our") means Idea Marketplace, LLC, or any of our affiliate companies, as the case may be, and "you" (and variations such as "your") means the Sponsor. This is a legal and binding contract. You should print out and save this agreement for future reference. By using the Services within Idea Marketplace’s Competition section, you acknowledge you have read all of these terms and conditions, understand them, and agree to be legally bound by them. If you do not agree to these terms and conditions, you may not use or access the Competition section of Idea Marketplace. Additionally, the rules set forth by the Sponsor for an individual Competition cannot supersede or nullify these terms.

1. CERTAIN DEFINITIONS
A “Competition” means a business, marketing, technical, manufacturing, logistical, or other form of problem for which a Sponsor desires a solution. A "Competition Statement" means a written description of the Competition and a written request for a solution that is published by the Sponsor and Idea Marketplace using www.ideamarketplace.com or other websites utilized by Idea Marketplace in providing these Services or promoting the participation of Competitors in individual Competitions. A "Competitor" or “Submitter” means an entity or an individual to which Competitions are revealed using the Services.

2. COMPETITION TEMPLATE
Idea Marketplace will provide Sponsors with access to a web-based Competition template to assist Sponsors in framing Competition Statements, and Sponsors shall use the Competition template for the development and submission of each Competition on the website. When complete, a Sponsor will electronically submit the Competition Statement for publication by Idea Marketplace during the Time Period, where the "Time Period" means the period of time identified in the relevant Sponsor Agreement within which a Competitor must provide a proposed solution in order to be eligible for a Prize(s) and which shall be set forth in the applicable Competition posted online. As part of the Services, and as described in the Sponsor Agreement, Sponsors will receive a limited number of consulting hours from Idea Marketplace for the formulation of the Competition Statement. Additional consulting hours may be available at the rate specified in the relevant Sponsor Agreement. All posted solutions by Competitors for all Competitions are private and can only be reviewed by the original Sponsor, or those employees, agents, contractors or others granted access by the original Sponsor.

3. SPONSOR INFORMATION
Sponsor agrees that any information provided by Sponsor to Idea Marketplace (a) relating to a Competition Statement for publication on the Website, or (b) to enable Idea Marketplace to perform the Services ("Sponsor Information") will be accurate and will not, to the best of Sponsor's knowledge, (i) infringe any third party's copyright, trademark, or other proprietary rights or rights of publicity or privacy; (ii) violate any law or regulation, or request that Competitors violate any law or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); or (iii) be defamatory, libelous, unlawfully threatening or unlawfully harassing.

4. TIME PERIOD
The Time Period for each Competition shall be no longer than one hundred and twenty (120) days from the date of posting. Promptly after the expiration of the Time Period (but in no event longer than fifteen (15) days from the end of the Time Period), Sponsor shall notify Idea Marketplace of any proposed solution(s) that Sponsor has chosen as a winning solution. If Sponsor fails to designate a winning solution within fifteen (15) days from the end of the Time Period, Idea Marketplace, in its sole discretion, may distribute the Prize to the first Competitor to submit a proposed solution or equally to all Competitors submitting proposed solutions. If no proposed solutions are received to a Competition, Sponsor can extend the Competition for another ninety (90) days or the Sponsor agrees to roll over the Prize money over to another Competition posting.

Sponsor agrees to notify Competitors within thirty (30) days after receiving all proposed solutions of winner(s). Sponsor further agrees to notify promptly Idea Marketplace of any resulting contractual or other business relationships with Competitor(s). Once winning solution(s) are identified by Sponsor, Sponsor and Competitor may choose to enter into confidentiality or non-disclosure agreement or other contractual arrangements.

5. PAYMENTS AND PRICING
Sponsor will prepay the Prize amount set forth in the relevant Sponsor Agreement for each Competition Statement. By posting a Competition and prepaying the Prize amount, Sponsor agrees that a full Prize will be guaranteed to at least one Competitor submitting a proposed solution, regardless of the number of submitted proposed solutions. Sponsor may choose to split the Prize amount with multiple Competitors, all of which will total the full Prize amount. In consideration of the Services and any rights transferred, assigned or granted to Sponsor under this Agreement, Sponsor shall pay Idea Marketplace the fees set forth in the relevant Sponsor Agreement ("Fees"). Sponsor shall supply Idea Marketplace with a valid purchase order on the terms and conditions set forth herein, and shall be invoiced by Idea Marketplace as set forth on the relevant Sponsor Agreement, which invoice shall be paid within thirty (30) days after receipt.

6. TAXES
Sponsor shall be responsible for payment of all applicable taxes that may arise by virtue of the transactions contemplated hereunder, except taxes on the income of Idea Marketplace or taxes arising out of any Prize amount payable to winning Competitor(s).

7. OWNERSHIP BY SPONSOR
Sponsor has and shall retain sole and exclusive title and ownership of all Sponsor Information, including, without limitation, the subject matter, ideas, suggestions, and know-how embodied in a Competition Statement. Subject to the terms and conditions of this Agreement, Sponsor grants to Idea Marketplace a non-exclusive, worldwide, royalty-free license to distribute, display and reproduce the Sponsor Information solely in order to perform the Services hereunder. Unless otherwise specified in the relevant Sponsor Agreement, Idea Marketplace shall use commercially reasonable efforts to prevent third party visitors to the website from determining that Sponsor is the author of, or is associated with, a particular Competition.

8. OWNERSHIP BY IDEA MARKETPLACE
All computer software (in object code and source code form), script, programming code, data, methodologies, techniques, intellectual property, or other information developed by Idea Marketplace or its licensors or suppliers and provided to Sponsor hereunder ("Idea Marketplace Property"), shall be and remain the property of Idea Marketplace and its licensors. Subject to the terms and conditions of this Agreement, Idea Marketplace grants to Sponsor a non-exclusive, worldwide, royalty-free license to use the Idea Marketplace Property to the extent necessary to use or receive the Services. Idea Marketplace acknowledges that it has no rights in and to any intellectual property made or developed by Sponsor or Competitor during the course of this Agreement.

9. OWNERSHIP BY COMPETITOR
A "Proposed Solution" is what a Competitor or Submitter provides in response to a published Competition Statement. Unless otherwise agreed by a Competitor pursuant to the terms and conditions for use of the Website to be agreed to by registered Competitors, or pursuant to an agreement between a Competitor and Idea Marketplace that provides terms and conditions governing the Competitor's participation in, and Proposed Solutions submitted in response to, particular Competitions, Proposed Solutions submitted by Competitors in response to a Competition Statement remain the property of the Competitor unless and until a Prize is paid by Sponsor to such Competitor.

10. REPRESENTATIONS AND WARRANTIES OF SPONSOR
Sponsor represents and warrants to Idea Marketplace that, to the best of Sponsors' knowledge: (a) Sponsor has sufficient rights in the Sponsor Information to grant Idea Marketplace the license set forth in Section 7 of this Sponsor’s Competition section; and (b) the information contained in a Competition Statement does not directly or indirectly infringe or violate any patent, copyright, trade secret, trademark or other third party intellectual property right.

11. REPRESENTATIONS AND WARRANTIES OF IDEA MARKETPLACE
Idea Marketplace represents and warrants to Sponsor that, to the best of Idea Marketplace's knowledge, it is not aware of any potential or threatened claim and is not aware of any facts which could give rise to a claim of infringement of such third party's intellectual property relating to the use of the Website in the manner contemplated hereunder.

12. CONFIDENTIALITY
"Confidential Information" means all financial, technical and other information regarding Idea Marketplace or Sponsor, or either party's products or services, which is proprietary and/or confidential in nature or which is marked or otherwise deemed to be confidential. For the avoidance of doubt, every Competition Statement and all Sponsor Information shall be considered Confidential Information of the Sponsor and every Proposed Solution shall be considered Confidential Information of Idea Marketplace (and its individual Competitors).

13. LIMITATIONS REGARDING CONFIDENTIAL INFORMATION
During the term of this Agreement and at all times thereafter, a receiving party shall not disclose to any third party nor use for any purpose, other than for the performance of this Agreement, any Confidential Information of a disclosing party without the express prior written consent of the disclosing party. A receiving party shall make the disclosing party's Confidential Information available to the receiving party's employees, agents and contractors only on a need-to-know basis. Each party shall cause all of its employees, agents and contractors who have access to the Confidential Information of the disclosing party to maintain the confidentiality thereof to the same extent as is required of a receiving party hereunder. Sponsor agrees that the terms and conditions set forth in Section 13 apply to information contained in Proposed Solutions received from Competitors, unless otherwise stated in a Competition Statement.

14. RETURN OF CONFIDENTIAL INFORMATION
Upon termination or expiration of this Agreement, or earlier upon the request of the disclosing party, a receiving party shall return all Confidential Information within its possession or control to the disclosing party, including all copies thereof in any media, and shall purge any electronic copies thereof from any electronic storage device; provided, however, that Sponsor's legal department (or legal representative) may retain a single copy of Confidential Information, segregated and access-restricted, solely for archival purposes. The receiving party shall also certify in writing its compliance with the obligations set forth in this Section 14.

15. CONFIDENTIALITY BREACHES
Each party acknowledges that any breach of its obligations hereunder with respect to the Confidential Information of the other party may cause the other party immediate and irreparable injury for which there are inadequate remedies at law and, notwithstanding anything in this Agreement to the contrary, that the other party may be entitled to seek equitable relief, to recovery of its reasonable attorneys' fees and other reasonable costs associated with any such proceeding and to all other remedies available to it.

16. TERMS
This Agreement shall take effect on the Effective Date and continue in force until terminated as described in the Competition Statement. Termination of this Agreement shall terminate all existing Sponsor Agreements without refund of any prepaid fees to Sponsor. Each party may terminate this Agreement at any time for any reason by delivering thirty (30) days' prior written notice to the other in the manner provided in this Agreement. Termination will be effective thirty (30) days following receipt by the other party of such notice unless a later date is specified in the notice.

17. DISCLAIMERS
Idea Marketplace makes no representations regarding the sufficiency of proposed solutions or whether a proposed solution will be received at all to any particular Competition posted on our Site. Idea Marketplace acts as an intermediary only and does not warrant the commercial validation of any proposed solution. Idea Marketplace makes no representations or warranties regarding the sufficiency of proposed solutions, whether a proposed solution will be received at all to any particular Competition, or regarding the confidentiality or ownership of any proposed solutions. Sponsor acknowledges that it is solely responsible for any verification of Competitors or their proposed solutions, and any potential resulting business relationship.

Sponsor expressly agrees and acknowledges that use of the Website and the Services is at Sponsor's sole risk and that, except as otherwise provided in this Agreement, the Services are provided on an "AS IS", "AS AVAILABLE" basis without any warranties of any kind, express or implied. Idea Marketplace does not guarantee, represent or warrant that Sponsor's use of the Website will be uninterrupted or error free, or that the Services or Proposed Solutions will meet Sponsor's requirements. In addition NO WARRANTY IS MADE AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, ANY PROPOSED SOLUTION OR ANY COMPETITOR OR THE ACCURACY, RELIABILITY, OR CONTENT OF ANY PRODUCT, SERVICE OR INFORMATION PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICES. IDEA MARKETPLACE HAS NO CONTROL OVER, AND IS NOT RESPONSIBLE FOR, THE ACTS OR OMISSIONS OF COMPETITORS OR THE QUALITY OR LEGALITY OF PROPOSED SOLUTIONS OR THE ABILITY OF COMPETITORS TO DELIVER PROPOSED SOLUTIONS. EXCEPT AS SET FORTH IN THIS AGREEMENT, IDEA MARKETPLACE HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES CONCERNING THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY SPONSOR.

18. LIMITATION OF LIABILITY
Expect in connection with amounts payable to third parties, or a breach in Section 15 herein, neither party shall be liable to the other or any third party for any compensatory, indirect, incidental, special or consequential damages arising out of this Agreement or Sponsor’s access to or use of the Services or inability to gain access to or use of the Services or out of any breach of any warranty, even if the other party has been advised of the possibility of such damages. Because some States or jurisdictions do not allow the exclusion or limitation of liability for consequential, incidental, or special damages, in such States and jurisdictions, liability is limited to the greatest extent permitted by the law. Except as otherwise provided herein, in no event shall either party’s liability to the other exceed the amounts paid or due to be paid under the Sponsor’s Agreement(s) under which the liability arose.

19. LIMITED CLAIMS
The parties agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

20. INDEMNIFICATION BY SPONSOR
Sponsor agrees to indemnify and hold Idea Marketplace and its affiliates and each of their employees, agents, contractors, officers, and directors, harmless from any and all third party claims, costs, damages, expenses and liabilities (including reasonable attorneys' fees and costs of litigation or defense incurred by any of them) (collectively, "Claims") arising out of or relating to (a) any violation or breach of this Agreement by Sponsor; (b) an allegation that a Competition Statement infringes or contributes to infringement or induces infringement of a patent, misappropriates a trade secret or infringes a copyright, trademark, trade name or other third party intellectual property right to the extent such claim or allegation of infringement or misappropriation is based upon Sponsor's information, materials, instructions or specifications; (c) any allegation that the Sponsor's use of a Proposed Solution or any portion or derivative thereof (including any product or service based in whole or in part on such use), infringes or contributes to infringement or induces infringement of a patent, misappropriates a trade secret, or infringes a copyright, trademark, trade name or other third party intellectual property right; or (d) the gross negligence or willful misconduct of Sponsor.

21. INDEMNIFICATION BY IDEA MARKETPLACE
Idea Marketplace agrees to indemnify and hold Sponsor and its employees, agents, contractors, officers, and directors, harmless from, any and all Claims arising out of or relating to: (i) any violation or breach of this Agreement by Idea Marketplace; (ii) any Claim that the Services or the Website violate applicable law; (iii) any Claim that publication of a Competition Statement (except to the extent such Claims are directly attributable to the acts or omissions of Sponsor) constitutes contributory infringement or an inducement of infringement of any patent, copyright, trade secret, trademark, trade name or other intellectual property right of a third party; or (iv) the gross negligence or willful misconduct of Idea Marketplace.

22. NOTICE, CONTROL, AND PARTICIPATION
Promptly after receipt by the indemnified party of notice of the assertion or the commencement of any Claim with respect to which the indemnified party will seek indemnification pursuant to any such section, the indemnified party shall promptly notify the indemnifying party of such Claim in writing. No failure to so notify an indemnifying party shall relieve it of its obligations under this Agreement except to the extent that it can demonstrate damages attributable to such failure. The indemnified party shall give the indemnifying party sole control of the defense and/or settlement of the Claim, and provide the indemnifying party with all reasonable information and assistance (at the indemnifying party expense). The indemnified party may participate in any action with its own counsel, at its own expense. Any settlement that purports to bind the indemnified party or adversely affect its rights or obligations, shall require the written consent of the indemnified party.

23. LIMITATION ON INDEMNITY
For purposes of clarity, the parties acknowledge that neither party's obligation to indemnify the other shall be for the benefit of any Competitor.

24. ASSIGNMENT
Each party shall have the right to assign this Agreement, in its entirety, without the written consent of, but upon written notice to, the other, in connection with a merger, acquisition, asset sale, or other business combination of such party, provided that any entity to which this Agreement is so assigned shall assume, in writing, all obligations and responsibilities of such party hereunder. Any other assignment, without the written consent of the other party, shall be void and of no effect. This Agreement shall be binding upon the successors and permitted assigns of both parties.


VI. COMMUNITY

1. USER SUBMISSIONS
Idea Marketplace does not claim ownership of Content you submit or make available for inclusion in the Community Section of Idea Marketplace. However, you give Idea Marketplace a non-exclusive, free, worldwide license for the duration of the applicable author’s rights to publish your “publicly available” initiatives, remarks, ideas, comments, or other information (together, the “Submission”) communicated to Idea Marketplace through the Community Section of the Site (“the Community”). "Publicly accessible" areas of the Service are those areas of Idea Marketplace that are intended by Idea Marketplace to be available to the general public. In addition to the right to publish, Idea Marketplace is also granted under said license the following rights, without limitation: (a) the right to reproduce; (b) the right to transfer, which includes the distribution via computer and networks; (c) the right to edit, modify, adapt, arrange, improve, correct, translate, in all or in part; (d) the right to update/upgrade by adding or removing; and (e) the right to film, perform or post the Submission in any media. Except as described in our Privacy Policy, Idea Marketplace will not be required to treat any Submissions as confidential, except all Submissions related to Private Initiatives.

Your Submission, including any personally identifiable information, is voluntary and subject to our Privacy Policy. You are responsible for the content of the Submission and agree to defend (at Idea Marketplace's option and at your sole expense), indemnify and hold Idea Marketplace harmless from any damages, losses, costs, or expenses, including attorneys' fees, which Idea Marketplace may incur as a result of your Submission. If you are viewing this Site on a public computer or are otherwise using a computer to which multiple people have potential access, be sure to follow all relevant instructions to ensure you are sufficiently disconnected and logged off this Site and the computer system you are using to prevent unauthorized Submissions. Idea Marketplace retains the right to review, edit, or delete from this Site any Submission which Idea Marketplace in its sole discretion considers illegal, offensive, or otherwise inappropriate.

By making a Submission to the Site, you hereby represent and warrant that: (a) you either own or control all of the rights to the content submitted; (b) you have obtained permission from the owner of the content to submit the information; and (c) that you have received all necessary permissions from any person mentioned in Submission to submit such information to the Site to be used in accordance with these Terms of Service.

2. SUBMISSIONS OF IDEAS
The submission of your ideas to the Community is entirely voluntary, non-confidential, gratuitous, and non-committal. You grant to Idea Marketplace and its designees a perpetual, irrevocable, non-exclusive fully-paid up and royalty free license to use any ideas, expression of ideas or other materials you submit (collectively, “Idea”) to Idea Marketplace without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to you or any third party. The license shall include, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Idea, and all rights therein, in the name of Idea Marketplace, or its designees throughout the universe in perpetuity in any and all media now or hereafter known.

3. TERMS
By participating in the Community Section of Idea Marketplace, you agree that:
a. To the best of your knowledge, the Idea represents your own original work, you have all necessary rights to disclose the Idea to Idea Marketplace and in doing so or Idea Marketplace’s review and/or use of the Idea, will not infringe upon any other individual’s or entity’s ownership of those rights.
b. You understand that disclosure of your Idea to Idea Marketplace does not establish a confidential relationship or obligate Idea Marketplace to treat the Idea as secret or confidential.
c. If your Idea is the subject of a pending or issued patent, you have disclosed or will disclose that fact to Idea Marketplace. To the extent you hold a patent in the Idea, Idea Marketplace acknowledges that no license under any patent is herein granted to Idea Marketplace. Any license to use a patented Idea shall be in the form of a written contract, in which event Idea Marketplaces’ obligations shall be only those expressed in such contract.
d. You acknowledge and declare that (a) you have read and fully understand these terms and appreciate the nature, extent and consequences of this Agreement, and (b) the submission of your Idea(s) to Idea Marketplace is entirely voluntary.
e. You agree that, except to the extent that these terms are superseded by a separate agreement in writing by you and Idea Marketplace, you hereby irrevocably release and forever discharge Idea Marketplace and its affiliates and subsidiaries from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against Idea Marketplace and its affiliates and subsidiaries or their respecting successors and assigns with respect to the Idea, including without limitation with respect to how Idea Marketplace and its affiliates and subsidiaries, directly or indirectly, use the Idea, with the sole exception with respect to the foregoing release and discharge being your right to bring a claim of patent infringement.

4. ACCESS TO SITE
Idea Marketplace reserves the right to review your Submissions in order to ensure compliance with these Terms of Service and our Privacy Policy. Idea Marketplace reserves the right to deny or revoke access to this Site, or any part thereof, at any time in its sole discretion, with or without cause. Your access to this Site will terminate upon the termination of these Terms of Service for any reason. While Idea Marketplace endeavors to ensure that this portion of the Site is available at all times, Idea Marketplace shall not be liable if, for any reason, this Site is unavailable at any time or for any period.

5. DISCLAIMER
Idea Marketplace does not evaluate or guarantee the accuracy of any ideas, initiatives, objectives, questions, answers or other posted information in the Community Section of Idea Marketplace (“Submissions”). Normally, all Submissions are provided by community members like you. Regardless of the source or origin of any Submissions, you agree that any use you make of such Content is at your own risk and that Idea Marketplace is not responsible for any losses resulting from your reliance on any Content in the Community. Content in the Community should never be used as a substitute for advice from a qualified professional. All Content available through or in connection with the Community is informational only and provided "AS-IS" without warranties, representations, or guarantees of any kind.

Idea Marketplace disclaims any and all implied warranties with respect to the Content in the Community. The opinions expressed through the Community are the opinions of the individual author and do not reflect the opinions of Idea Marketplace. By submitting ideas or opening initiatives in the Community, you acknowledge that Idea Marketplace is not responsible for any response you receive or do not receive, and you agree to hold Idea Marketplace harmless from any loss, harm, injury or damage resulting from or arising out of your use of or reliance on the Site.

You expressly understand that Idea Marketplace and its subsidiaries, affiliates, officers, employees, agents, partners, and licensors make no warranty that (a) the Service will meet your requirements, (b) the Service will be uninterrupted, timely, secure, or error-free, (c) the results that may be obtained from the use of the service will be accurate or reliable, (d) the quality of any products, services, information, or other material obtained by you through the Service will meet your expectations, and (e) any errors in the software will be corrected.

6. SPECIAL ADMONITION FOR SERVICES RELATING TO FINANCIAL MATTERS
If you intend to view, create, or participate in an initiative that involves information regarding companies, stock quotes, investments or securities, please be aware that the information provided is not professional advice. The phrase "Let the investor beware" is fitting. The Service is provided for informational purposes only, and no Content included in the Service is intended for trading or investing purposes. Idea Marketplace and its licensors shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Service, and shall not be responsible or liable for any trading or investment decisions based on such information.

7. SPECIAL ADMONITION FOR SERVICES RELATING TO HEALTH MATTERS
The Community Section of Idea Marketplace is provided for informational purposes only, and is not a substitute for professional medical advice, examination, diagnosis or treatment. Always seek the advice of your physician or other qualified health professional before starting any new treatment or making any changes to existing treatment. Do not delay seeking or disregard medical advice based on information found the Site. No health-related Content in the Community, including information about herbal therapies and other dietary supplements, is regulated or evaluated by the Food and Drug Administration. Therefore do not use the information to diagnose, treat, cure or prevent any disease without the supervision of a medical doctor or other qualified health professional.

8. SPECIAL ADMONITION FOR SERVICES RELATING TO LEGAL MATTERS
The Community Section of Idea Marketplace is provided for informational purposes only, and is not a substitute for professional legal advice. Always seek the advice of a qualified attorney licensed in the appropriate jurisdiction before taking any course of action that may affect your legal rights.

9. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.