THIS BETA SUBSCRIPTION CLICK-THROUGH AGREEMENT (THIS "AGREEMENT") IS
BETWEEN IA TEAM, INC. ("LICENSOR") AND YOU. IF YOU ARE ENTERING INTO
THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU
REPRESENT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH COMPANY (OR
OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS
AGREEMENT ON BEHALF OF SUCH COMPANY (OR OTHER ENTITY).
BY CLICKING ON THE "ACCEPT" BUTTON BELOW, YOU ACKNOWLEDGE AND
AGREE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS SET FORTH
BELOW, UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT, AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF
THIS AGREEMENT.
IF YOU DO NOT AGREE TO ANY OF THE TERMS OR CONDITIONS OF THIS
AGREEMENT, LICENSOR IS UNWILLING TO LICENSE THE SOFTWARE (AS DEFINED
BELOW) TO YOU, AND YOU MUST CLICK ON THE "DO NOT ACCEPT" BUTTON
BELOW.THE "EFFECTIVE DATE" OF THIS AGREEMENT IS THE DATE UPON WHICH YOU
CLICK THE "ACCEPT" BUTTON BELOW. FOR THE PURPOSE OF THIS AGREEMENT,
YOU AND, IF APPLICABLE, SUCH COMPANY (OR OTHER ENTITY) CONSTITUTES
"LICENSEE".
1. Definitions.
a. "Content" means any and all information provided, inputted or uploaded to the
Software by Licensee.
b. "Intellectual Property Rights" means all patents, copyrights, moral rights,
trademarks, trade secrets and any other form of intellectual property rights recognized
in any jurisdiction, including applications and registrations for any of the foregoing.
c. "Policies" means Licensor's then-current acceptable use policies governing the use of
the Software. Licensor's Policies as of the Effective Date are set forth in Exhibit A of
this Agreement.
d. "Software" means Innovation Lounge.
e. "Support Services" means reasonable email and web-based technical support
provided at Licensor's sole discretion.
f. "Trial Period" means the 180 day period commencing upon the Effective Date.
2. License; Delivery; Support Services. Subject to each term and condition of this Agreement,
Licensor hereby grants to Licensee a limited, revocable, world-wide, nonexclusive,
nontransferable right, during the Trial Period, to (i) access the Software (ii) input Content
into the Software (iii) upload and download Content available through the Software; and (iv)
to access and use the functions of the Software. No other rights, express or implied, are
granted to Licensee in the Software, other than the limited right to use the Software as set
forth in this Agreement. Unless expressly agreed otherwise, Licensor will host and retain
physical control over the Software and make such computer programs and code available
only through the Internet for access, use and operation by Licensee through a web-browser
(e.g., Internet Explorer). Except as provided in the preceding sentence, no provision under
this Agreement shall obligate Licensor to deliver or otherwise make available any copies of
computer programs or code from the Software to Licensee, whether in object code or source
code form. The Software may be downloaded from Licensor's website at
www.innovationlounge.com. Licensor will use commercially reasonable efforts to provide
the Support Services to Licensee.
3. License Restrictions. Except as expressly authorized by this Agreement, Licensee may not:
(i) modify, translate or create derivative works of the Software; (ii) decompile or reverse
assemble any portion of the Software or attempt to discover any source code or underlying
ideas or algorithms of the Software; (iii) publicly perform or publicly display any portion of
the Software; (iv) sell, assign, sublicense, rent, lease, loan, provide, distribute or otherwise
transfer all or any portion of the Software; (v) allow the transfer, transmission, export, or reexport
of the Software, or any portion thereof, in violation of any export control laws or
regulations administered by the U.S. Commerce Department, OFAC, or any other
government agency; or (vi) cause or permit any other party to do any of the foregoing. In
addition, Licensee will not remove, alter or obscure any proprietary notices in the Software,
including copyright notices, or permit any other party to do so.
4. Ownership. As between the parties and subject to the grants under this Agreement, Licensor
owns all right, title and interest in and to the Software and any and all Intellectual Property
Rights embodied therein.
5. Policy Compliance. Licensee shall adhere to all Policies. Licensor may investigate any
complaints alleging a violation or breach by Licensee of the Policies or the terms of this
Agreement. If Licensor believes that a violation or breach has occurred, (a) Licensee must
immediately correct such violation and (b) Licensor, without liability whatsoever, reserves
the right to immediately terminate Licensee's access to the Software for violation of the
Policies or the terms of this Agreement. Failure of Licensee to comply with the foregoing
obligations shall constitute a material breach of this Agreement.
6. Nondisclosure. "Confidential Information" means all information disclosed (whether in oral,
written, or other tangible or intangible form) by Licensor to Licensee concerning or related to
this Agreement or Licensor (whether before, on or after the Effective Date) which Licensee
knows or should know, given the facts and circumstances surrounding the disclosure of the
information by Licensor, is confidential information of Licensor. Confidential Information
includes, but is not limited to, the components of the business plans, the Software,
inventions, design plans, financial plans, computer programs, know-how, customer
information, strategies and other similar information. Licensee will, during the term of this
Agreement and thereafter, maintain in confidence the Confidential Information and will not
use such Confidential Information except as expressly permitted herein. Licensee will use the
same degree of care in protecting the Confidential Information as Licensee uses to protect its
own confidential information from unauthorized use or disclosure, but in no event less than
reasonable care. Confidential Information will be used by Licensee solely for the purpose of
carrying out Licensee's obligations under this Agreement. Confidential Information will not
include information that: (i) is in or enters the public domain without breach of this
Agreement through no fault of Licensee; (ii) Licensee can reasonably demonstrate was in its
possession prior to first receiving it from Licensor; (iii) Licensee can demonstrate was
developed by Licensee independently and without use of or reference to the Confidential
Information; or (iv) Licensee receives from a third party without restriction on disclosure and
without breach of a nondisclosure obligation.
7. Feedback. Notwithstanding any terms to the contrary in this Agreement, any suggestions,
comments or other feedback provided by Licensee to Licensor with respect to the Software
(collectively, "Feedback") will constitute Confidential Information. Further, Licensor will be
free to use, disclose, reproduce, license and otherwise distribute, and exploit the Feedback
provided to it as it sees fit, entirely without obligation or restriction of any kind on account of
Intellectual Property Rights or otherwise.
8. Disclaimer. THE SOFTWARE IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE"
BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR
CONDITIONS OF ANY KIND. LICENSOR AND ITS SUPPLIERS DO NOT WARRANT
THAT THE SOFTWARE WILL BE FREE FROM BUGS, ERRORS, OR OMISSIONS.
LICENSOR AND ITS SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND
REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT
TO THE SOFTWARE WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY
REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR
OTHERWISE, INCLUDING ANY AND ALL (I) WARRANTIES OF
MERCHANTABILITY, (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY
PURPOSE (WHETHER OR NOT LICENSOR KNOWS, HAS REASON TO KNOW, HAS
BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE), AND (C)
WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. LICENSEE
ACKNOWLEDGES AND AGREES THAT LICENSEE HAS RELIED ON NO
WARRANTIES.
9. Limitation of Liability. EXCEPT FOR ANY ACTS OF FRAUD, GROSS NEGLIGENCE,
OR WILLFUL MISCONDUCT, IN NO EVENT WILL: (I) LICENSOR BE LIABLE TO
LICENSEE OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE,
LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS,
OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, REGARDLESS OF
THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR
OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OR IS OTHERWISE
AWARE OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) LICENSOR'S TOTAL
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEEDS THE
AGGREGATE OF THE AMOUNTS PAID OR PAYABLE BY LICENSEE TO
LICENSOR, IF ANY, UNDER THIS AGREEMENT. MULTIPLE CLAIMS WILL NOT
EXPAND THIS LIMITATION.
10. Control Disclaimer. Licensee acknowledges and agrees that Licensor exercises no control
over Licensee in its specific use of the Software. Licensor hereby disclaims all liability and
damage arising from such activities by Licensee, and arising from or caused by Content
uploaded to the Software by Licensee (including damages caused by viruses and other
malicious code contained in Content uploaded to the Software by Licensee). Licensee
assumes all responsibility for ensuring the accuracy of Content.
11. Indemnification. Licensee will indemnify, defend and hold harmless Licensor and its
members, managers, employees and agents from and against any and all damages, costs and
expenses (including reasonable attorneys' fees), either arising out of or relating to (i) third
party claims brought or damages suffered by Licensor, Licensor's customers, or prospective
customers of Licensor relating to Licensee's (or its agents') misuse and/or abuse of the
Software, or (iii) claims brought or damages suffered by any third-party, or penalties
assessed on Licensor as a result of Licensee's breach, act, omission or other violation of
Sections 2, 3, 4 and/or 5 of this Agreement.
12. Termination. Unless terminated as set forth herein, the term of this Agreement will be for
the Trial Period. In the event of a breach of Sections 2, 3 or 5, Licensor may immediately
terminate this Agreement. On or before the expiration of the Trial Period, Licensee may opt
to enter into Licensor's standard subscription agreement. Upon the expiration or termination
of this Agreement: (i) all rights granted to Licensee under this Agreement will immediately
cease; and (ii) Licensee will promptly provide Licensor with all Confidential Information
then in its possession or destroy all copies of such Confidential Information, at Licensor's
sole discretion and direction; provided, however, that if Licensee enters into Licensor's
standard subscription agreement, Licensee does not have to return the Software. In addition
to all definitions and this sentence, the following Sections will survive any termination or
expiration of this Agreement: 3, 4, 5, 7, 8 and 13.
13. Miscellaneous. This Agreement together with any exhibits attached hereto, are the entire
agreement of the parties regarding the subject matter hereof, superseding all other
agreements between them, whether oral or written, regarding the subject matter hereof. This
Agreement will be governed by and construed in accordance with the laws of the State of
New Jersey applicable to agreements made and to be entirely performed within the State of
New Jersey, without resort to its conflict of law provisions. The parties agree that any action
at law or in equity arising out of or relating to this Agreement will be filed only in the state
and federal courts located in Hunterdon County, New Jersey. The parties hereby irrevocably
and unconditionally consent and submit to the exclusive jurisdiction of such courts over any
suit, action or proceeding arising out of this Agreement. Neither this Agreement nor any right
or duty under this Agreement may be transferred, assigned or delegated by Licensee, by
operation of law or otherwise, without the prior written consent of Licensor, and any
attempted transfer, assignment or delegation without such consent will be void and without
effect. Licensor may freely transfer, assign or delegate this Agreement or its rights and duties
under this Agreement. Subject to the foregoing, this Agreement will be binding upon and will
inure to the benefit of the parties and their respective representatives, heirs, administrators,
successors and permitted assigns. If any provision of this Agreement is invalid, illegal, or
incapable of being enforced by any rule of law or public policy, all other provisions of this
Agreement will nonetheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated by this Agreement is not affected in any manner
adverse to any party. Upon such determination that any provision is invalid, illegal, or
incapable of being enforced, the parties will negotiate in good faith to modify this Agreement
so as to effect the original intent of the parties as closely as possible in an acceptable manner
to the end that the transactions contemplated hereby are fulfilled. Notwithstanding any terms
to the contrary in this Agreement, Licensor may choose to electronically deliver all
communications with Licensee, which may include email to Licensee's email address
indicated in Licensee's communications with Licensor. Licensor's electronic
communications to Licensee may transmit or convey information about action taken on
Licensee's request, portions of Licensee's request that may be incomplete or require
additional explanation, any notices required under applicable law and any other notices.
Licensee agrees to do business electronically with Licensor, and to receive electronically all
current and future notices, disclosures, communications and information, and that the
aforementioned provided electronically satisfies any legal requirement that such
communications be in writing. An electronic notice will be deemed to have been received the
day of receipt as evidenced by such email.

EXHIBIT A
ACCEPTABLE USE POLICIES
Licensor must use the Software:
1. in accordance with the terms herein;
2. for lawful purposes;
3. in accordance with all applicable local, national and international laws and
regulations; and
4. for the purposes for which it is designed.
Licensor is strictly prohibited from conducting the following activities, including assisting
any third party to do so:
1. sending or posting spam in violation of any applicable federal and state laws or
regulations;
2. transmitting or posting anything (including without limitation words and images)
which is defamatory, discriminatory, obscene, lewd, offensive, threatening, abusive,
harassing, harmful, hateful or which contains child or violent pornography, religious
or racial slurs or threatens or encourages bodily harm or the like or which may violate
any person's rights regardless of whether such content is accessed, transmitted,
propagated, distributed, created or stored in a public or private context;
3. committing fraud or soliciting or inducing any person to participate in any
commercial or non-commercial activities which are in the nature of a financial scam,
"pyramid schemes" or "chain letters";
4. violating or infringing upon any intellectual property rights;
5. damaging, impairing, overburdening or disabling any system of any person or entity
(including Licensor) using the Software;
6. interfering with another Software users' use and enjoyment of the Software;
7. interfering with or disrupting networks connected to the Software or violating the
regulations, policies or procedures of such networks;
8. compromising or tampering with the security of the Software or any other Software
user's software, hardware, systems, networks or services;
9. harvesting or collecting information about others, including email addresses, without
their consent for any reason;
10. violating the privacy of any person;
11. reproducing, replicating, copying, selling or re-selling any of the Software or any part
thereof;
12. uploading Content that Licensor does not own or does not have the right to publish or
distribute;
13. accessing the Software without authorization or through hacking, password mining or
any other means;
14. performing any illegal activities including (without limitation) promoting or
facilitating access to, use of or sale of dangerous substances or devices; or
15. using the Software for commercial use without authorization.