Connecting Technology Scouts with Innovators
at the Heart of Technology Innovation

Universal Terms

Although we encourage you to read through our Terms of Use, we understand that many do not. We would like to underscore the following:

A) Once you have registered to use our TechScout Service as either a Scout or Innovator, only you may use your User ID and password for logging into the TechScout Service. You may not share your account with anyone else. For example, if a colleague at your company would like to use the TechScout Service he or she must open a separate user account.

B) These Terms of Use do not and shall not deal with fees, commissions and restrictions on entering into revenue generating agreements with parties met through our service. We cover those issues in other agreements, such as:

(i) the agreement each Innovator enters into with us when registering to become a member or our InnovatorCircle or submitting a technology for inclusion in our Boutique and innovation catalogs (“Innovator Terms”)

(ii) the agreement each Scout enters into with us when registering to become a member of our Boutique or the first time a Scout requests an innovator’s identity (“Scout Terms”) and/or

(iii) commission agreements.

C) Before discussing a potential collaboration with a person whom you initially met in a public area of the TechScout Service, you must send an email identifying yourself, the party whom you met and the technology of interest to johnschulten@TechScout.com and agree to our Innovator Terms or Scout Terms, as applicable. We will promptly send an Introduction Confirmation formally introducing you to such counterparty. Such Introduction Confirmation shall be treated the same as an “Introduction Confirmation”, (ii) the prospective purchaser/licensee shall be treated as a Scout and (iii) the prospective licensor / seller shall be treated as a “Disclosed Innovator”, in the case of each of clauses (i) through (iii) above for all purposes under our Innovator Terms and Scout Terms.

D) You agree not to:

(i) circumvent or attempt to circumvent your obligations under any agreement that you enter into with us

(ii) provide a service that competes with the TechScout Service

(iii) use the TechScout Service to solicit business for any service that competes with the TechScout Service or

(iv) refer to any business that competes with the TechScout Service in a public areas of the TechScout Service.

E) We respect your privacy and desire to keep your interests confidential. Note, however, that your identity will revealed to other users of the TechScout Service when you use publicly accessible features on our InnovatorCircle, such as our message boards.

We hope you agree that our model is fair and sensitive to your interests and concerns, whether you are a Scout or an Innovator.

Please take the time to review our Terms of Use, which follow.

Terms of Use

By using this website (the “Website”), which is owned by TechScout.com SAS, a French société par actions simplifiée (“TechScout.com”, “we” or “us”), you agree to be bound by these terms of use (the “ Terms of Use”). If you do not agree to these Terms of Use, please do not use this Website or register for our service.

These Terms of Use do not and shall not deal with fees, commissions and restrictions on entering into revenue generating agreements with parties whom you meet through our service. Those subjects are covered in other agreements, such as:

(i) the agreement each Innovator enters into with us when registering to become a member or our InnovatorCircle or submitting a technology for inclusion in our Boutique and innovation catalogs (“Innovator Terms”)

(ii) the agreement each Scout enters into with us when registering to become a member of our Boutique or the first time a Scout requests an innovator’s identity (“Scout Terms”) and/or

(iii) commission agreements.

We expressly reserve the right to modify these Terms of Use from time to time without notice to you or obtaining your consent. You acknowledge and agree that it is your responsibility to review these Terms of Use from time to time and to familiarize yourself with any modifications.

Your continued use of this Website after such modifications will confirm your acknowledgement of the modified Terms of Use and agreement to abide and be bound by them. In addition, the process of registering to use our service as either a Scout or as an Innovator requires your explicit agreement to these Terms of Use.

1. The TechScout Service

Our “InnovatorCircle” provides a forum and tools for innovators to collaborate and commercialize their proprietary innovations.

Our “Boutique” provides a forum and tools for technology scouts to discover innovations and reach out to innovators.

Our InnovatorCircle and our Boutique are collectively the “TechScout Service”.

The TechScout Service may also include (i) news and reports, (ii) message boards, (iii) advertisements, (iv) communications and (iv) LinkedIn groups moderated by TechScout.com. Any new features that augment or enhance the TechScout Service shall be subject to these Terms of Use (as modified from time to time).

We help Scouts discover and Innovators commercialize great technologies; we do not buy or sell them on behalf of third parties. We do not transfer legal ownership of any goods (including intellectual property) from any seller to any buyer, and nothing in these Terms of Use shall modify the governing provisions of NY Uniform Com. Code § 2-401(2) and Uniform Com. Code § 2-401(2) under which legal ownership of an item is transferred upon its delivery by its seller to its buyer.

2. Eligibility and Requirements for Use of the TechScout Service

A) Only individuals over eighteen years old who can form legally binding contracts under applicable law and have agreed to our terms for Scouts or Innovators (as applicable) may use the TechScout Service. If you do not qualify, please do not visit our site or use the TechScout Service.

B) In order to submit an initial request to disclose the identity of an innovator of a technology listed in our Boutique or sign up for our personalized innovation catalogs, you must register as a Scout and agree to both our terms for Scouts and these Terms of Use.

In order to submit an initial technology for inclusion in our Boutique or to participate in message boards in public areas of our InnovatorCircle, you must register as an Innovator and agree to both our terms for Innovators and these Terms of Use.

C) You alone are responsible for obtaining access to the TechScout Service, which requires a computer and display (or similar device) and access to the Internet.

D) We may in our sole discretion temporarily or indefinitely suspend your use of the TechScout Service.

3. Innovation Reports

Innovation Reports that may be viewed in our Boutique and in personalized catalogs that we issue to Scouts present technological innovations without disclosing the identity of their innovators. We identify each “pairing” of an Innovation Report with its innovator by a “Unique Pairing Number” (“ UPN”).

We may in our sole discretion reject any innovation submitted to us, list it in our Boutique in an Innovation Report, de-list it from our Boutique and/or include it in one or more innovation catalogs.

At your written request, we will remove Innovation Reports describing UPNs that you submitted to us from our Boutique and will not include them in future innovation catalogs.

We may modify information that you submit to us in order to ensure that your identity is concealed in any Innovation Report that presents your technology.

4. Confidentiality

For Scouts : we respect your privacy and desire to keep your interests confidential. Our policy is simple: we will not disclose that you have registered for the TechScout Service or your activity in the Boutique (e.g., that you are interested in a particular innovation) to a third party without your consent, except as reasonably necessary: (i) to comply with legal process or (ii) to enforce these Terms of Use.

We will disclose a Scout’s first name and company name to an innovator if such Scout asks us to disclose the identity of such innovator. We will disclose a Scout’s full name, title and contact information to an innovator if such Scout requests an introduction to such innovator.

For Innovators : we respect your privacy and desire to control commercialization of your technology. Our policy is simple: we will not disclose your identity as the innovator of a UPN or your contact information to a third party without your consent, except as reasonably necessary: (i) to comply with legal process, (ii) to enforce these Terms of Use, (iii) to respond to claims that content you submitted to us violates the rights of third-parties, (iv) to respond to your request for customer service or (v) to protect the rights, property, or personal safety of TechScout, its users and/or the public.

For both Scouts and Innovators : note that your identity will revealed to other users of the TechScout Service when you use certain publicly accessible features on our InnovatorCircle, such as our message boards , and that the name and company of new members of our InnovatorCircle will be temporarily displayed on the InnovatorCircle homepage when they join the InnovatorCircle.

5. Public User Content

Certain areas of the TechScout Service, such as our InnovatorCircle, allow users to publicly post documents, data, messages, comments, feedback, questions and other information (“Public User Content”). You are solely responsible for Public User Content that you upload, publish, transmit, display, link to or otherwise make available (hereinafter, “post”) in public areas of the TechScout Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of Public User Content. You agree that we are not responsible for the acts or omissions of any person using the TechScout Service or for any Public User Content posted by third parties.

You shall be solely responsible for your own Public User Content and the consequences of posting or publishing it. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any Public User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the TechScout Service, is solely your responsibility. We take no responsibility and assume no liability for any Public User Content that you or any third party posts or transmits over the TechScout Service.

In connection with your Public User Content, you affirm, represent and warrant the following:

A) You are at least 18 years of age and have not been previously removed from the TechScout Service, or if you are under 18 years of age you are either 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 your agreements with us, and to abide by and comply with them.

B) You have the written consent of each and every identifiable natural person in the Public User Content to use such person’s name or likeness in the manner contemplated by the TechScout Service and these Terms of Use, and each such person has released you from any liability that may arise in relation to such use.

C) Your Public User Content and our use thereof as contemplated under your agreements with us and the TechScout Service will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.

For the purposes of this these Terms of Use, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

D) We may exercise the rights to your Public User Content in connection with the TechScout Service that are granted to us under your written agreements with us without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

You agree not to post Public User Content that:

(i) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;

(ii) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);

(iii) may create a risk of any other loss or damage to any person or property;

(iv) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;

(v) may constitute or contribute to a crime or tort;

(vi) contains any information or content that you know is not correct and current; or

(vii) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you or to any other person.

We are not responsible for any public display or misuse of your Public User Content. You understand and acknowledge that you may be exposed to Public User Content that is inaccurate, offensive, indecent, objectionable, or inappropriate for children, and you agree that we shall not be liable for any damages you allege to incur as a result of such Public User Content.

We do not guarantee the accuracy, integrity, completeness or quality of any content available on the TechScout Service, submitted to us, or posted on the TechScout Service, including without limitation information in TechScout.com message boards, our Boutique, our personalized catalogs or any other part of the TechScout Service.

You agree to evaluate and bear all risks associated with use of any content transmitted through the TechScout Service by any person, including risk arising from relying on the accuracy, completeness or utility of such content. You agree that we shall not under any circumstances be liable in any way for (i) posting or enabling anyone to post content through the TechScout Service, including without limitation for any errors or omissions in any content, (ii) any losses or damages of any kind incurred as a result of use of content posted or transmitted through the TechScout Service or (iii) any investment decisions based on content transmitted through the TechScout Service.

We reserve the right, but we are not obligated, to reject and/or remove any Public User Content that we believe, in our sole discretion, violates these Terms of Use. You understand that publishing your Public User Content on the TechScout Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

6. Public Information

You understand that Innovation Reports and Public User Content posted to publicly accessible areas of the TechScout Service such as our message boards will be publicly available. We advise you not to include confidential or sensitive information in public areas of the TechScout Service.

Publicly accessible areas of the TechScout Service are those areas of TechScout.com network of properties that are intended by TechScout.com to be available to the general public, including without limitation our Boutique and our message boards.

We may monitor, record and/or block any activity in public areas of the TechScout Service.

7. Removal or Revision of Public User Content, Objectionable Public User Content

We may in our sole discretion remove or revise any Public User Content on the TechScout Service at any time. You may find some Public User Content posted on the TechScout Service to be offensive, harmful, indecent, objectionable, inaccurate or deceptive. Please use caution and common sense when using the TechScout Service, and note that the possibility of dealing with people who are underage and/or acting under false pretense.

8. Duty to Update Information

You agree to promptly update information regarding you and your company that you provide to us when you register to use the TechScout Service so that it remains true, accurate and complete.

You agree to update or remove any other out-of-date and inaccurate information that you submit to us or post on the TechScout Service.

9. Intellectual Property

A) Trademarks .TechScout”, “TechScout.com”, “InnovatorCircle”, “TechScout Boutique” and “Flexx Innovation” are trademarks of TechScout.com. You agree not to display or use these or any other marks belonging to us in any manner without our prior written permission.

B) Other Intellectual Property Rights. Except for your Public User Content, the TechScout Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and Public User Content that is not your Public User Content (collectively, “TechScout Content”), and all Intellectual Property Rights related thereto, are the exclusive property of TechScout.com and its licensors. Except as explicitly provided herein, nothing in these Terms of Use shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the TechScout Service that you do not own or control, except in accordance with these Terms of Use. Use of TechScout Content or materials on the TechScout Service for any purpose not expressly permitted by these Terms of Use is strictly prohibited.

You acknowledge and agree that the TechScout Service and any software developed by us or on our behalf used in connection with it (our ” Software”), the TechScout.com website and all of its subdomains, our databases and all materials we prepare in connection with the TechScout Service (as each of the foregoing is modified from time to time) are proprietary to us and are protected by copyrights, both with respect to individual content and as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other copyright laws.

C) License to Use the TechScout Service . Subject to the terms and conditions of your written agreements with us, we grant you a personal, non-transferable, non-exclusive and freely revocable license to use our TechScout Service to pursue (i) a legitimate collaboration to commercialize one or more technologies and/or (ii) your legitimate R&D goals. You may not use Public User Content that you learn on the TechScout Service for any other purpose.

The TechScout Service is intended for use by Innovators and Scouts who are principals. You may not use the TechScout Service to broker technology transfers on behalf of Innovators or Scouts for a commission. Technology brokers may not use Public User Content available on the TechScout Service for any purpose.

You may not sell or trade:

(i) any Public User Content obtained from the TechScout Service

(ii) access to the TechScout Service, including your TechScout login information or

(iii) any part of the TechScout Service.

We reserve all rights not expressly granted herein in the TechScout Service and in content that we post on the TechScout Service. We may terminate this license at any time for any reason or no reason.

D) License to Display Content

You retain all your ownership rights in your Public User Content. By posting any Public User Content in publicly accessible areas of the TechScout Service, you expressly grant, and you represent and warrant that you have a right to grant, to us a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Public User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the TechScout Service. You acknowledge that such representation and such license shall permit us to include descriptions of innovations that you submit to us in Innovation Reports that we may list in our Boutique and/or Personalized Catalogs in accordance with Section 3 above and the terms of our agreements with you.

You also hereby grant each user of the TechScout Service a non-exclusive license to access Public User Content that you post on the TechScout Service, and to use, reproduce, distribute, display and perform such Public User Content as permitted through the functionality of the TechScout Service and under these Terms of Use.

E) Advertisements . You acknowledge and agree that advertisements transmitted to you through the TechScout Service (if any) are protected by copyrights, trademarks, service marks and other proprietary rights and laws. Except as expressly authorized in writing by us, you agree not to modify, rent, lease, loan, sell distribute or create derivative works based on such content, in whole or in part.

10. DMCA

DMCA Notice

If you believe any content on the TechScout Service violates your copyright, kindly notify our copyright agent in writing. We cannot take action unless you provides all required information.

In order for us to take action, you must do the following in your DMCA notice:

(i ) provide your physical or electronic signature;

(ii) identify the copyrighted work you believe is being infringed;

(iii) identify the item that you think is infringing and include sufficient information about where the material is located (including which website) so we can find it;

(iv) provide us with a way to contact you, such as address, telephone number or email address;

(v) provide a statement that believes in good faith that the item identified as infringing is not authorized by the copyright owner, its agent, or the law to be used by us; and

(vi) provide a statement that the information you provide in your notice is accurate, and that, under penalty of perjury, you are authorized to act on behalf of the copyright owner whose work is being infringed.

Contact information for our copyright agent:

Copyright Enforcement email: DMCA@TechScout.com

11. Suggestions

You may submit comments about our TechScout Service, including without limitation about how to improve our service or our products (“ Suggestions”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Suggestion without any additional compensation to you and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, developed by our employees or obtained from sources other than you.

12. Communications

A) Our Communications with You . You agree that we may send customer service emails regarding our service to the email address that you provide to us when you register as a Scout or Innovator for the TechScout Service (as updated by you from time to time).

Some communications are required, such as (i) disclosure of an innovator’s identity to a Scout in a Disclosure Report after Scout has requested and the innovator has approved such disclosure and (ii) after such disclosure of an innovator’s identity to a Scout, our email introducing the Scout to the innovator at the request of such Scout. If you do not wish to receive required communications, please do not register to use the TechScout Service.

Others communications are optional, such as TechNews, our Twitter feed and our RSS feeds. You may opt-out of any optional electronic communications at any time by following instructions included therein.

B) TechNews . You may subscribe to TechNews, our bi-monthly email newsletter, on TechScout.com. You may at any time de-list from our TechNews email distribution list by selecting the “unsubscribe” link at the bottom of any TechNews newsletter.

C) Twitter Feed . You may subscribe to our Twitter feeds, such as @InnovatorCircle.

D) RSS Feed . We may provide a free RSS feed of technology news from third party websites that you may use exclusively for non-commercial purposes; provided, that you do not remove links or content embedded in the feed, alter the feed in any way or misrepresent the source or ownership of the news or the feed. We own copyright to the RSS feed, whereas copyright to articles in the feed belongs to the owners of such articles.

E) Your Communications with Third Parties.

We encourage you to refer Scouts ands innovators to the TechScout Service.

You may not directly or indirectly disclose the identity of the Innovator of any UPN listed on the TechScout Service (e.g., “X is the Innovator of UPN #”) to anyone outside your company other than us by any means, including without limitation by disclosing such information in any public area of the TechScout Service; provided that you may disclose the identity of an innovator with whom you have signed a revenue generating agreement (e.g. you may issue a press release on the transaction).

You agree not disclose your login information for the TechScout Service to anyone.

13. Conduct While Using the TechScout Service

You agree not to use the TechScout Service to:

a) Post any Public User Content that:

(i) is unlawful, abusive, harassing, threatening, harmful, tortious, vulgar, obscene, defamatory, libelous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable

(ii) you may not disclose under any law, contract or fiduciary relationship, such as proprietary information learned during the course of an employment relationship or confidential information protected by a non-disclosure agreement

(iii) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party

(iv) contains any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation

(v) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment

b) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity

c) disguise the origin of any Content Transmitted through the TechScout Service

d) disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the TechScout Service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges

e) interfere with or disrupt the proper working of the TechScout Service or any activities conducted on the TechScout Service or servers or networks connected to the TechScout Service

f) damage, interfere with, intercept or expropriate any system, data or personal information or disobey any requirements, procedures, policies or regulations of networks connected to the TechScout Service

g) impose an unreasonable load on our infrastructure or undermine the integrity of any feedback system, such as leaving feedback for yourself, leaving feedback for other users using secondary accounts or third parties, or leaving feedback intended to influence action outside the scope of the TechScout Service.

h) copy, reproduce, modify, create derivative works from, distribute or publicly display any Public User Content (except for your information) from the TechScout Service without the prior written permission of TechScout and the owner of such Public User Content

i) modify the Software in any manner or form, or to use modified versions of the Software, including without limitation for the purpose of obtaining unauthorized access to the TechScout Service

j) directly or indirectly copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code

k) sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software

l) access the TechScout Service by any means other than through the login interface that we provide for accessing the TechScout Service

m) attempt to override or circumvent any digital rights management features or usage rules integrated into the TechScout Service. Any unauthorized reproduction, publication, further distribution or public exhibition of materials provided through the TechScout Service, in whole or in part, is strictly prohibited.

n) bypass any other measures we may use to prevent or restrict access to the TechScout Service

o) “stalk” or otherwise harass another

p) harm minors in any way

q) collect or store personal data about other users

r) promote or sell technologies that violate any import/export regulations

s) intentionally or unintentionally violate any applicable local, state, national or international law, including without limitation (a) regulations promulgated by the U.S. Securities and Exchange Commission, (b) any rules of any national or other securities exchange, including without limitation the New York Stock Exchange, the American Stock Exchange and the NASDAQ and (c) any regulations having the force of law, or

t) sell or promote the sale of any security in violation of the Securities Act of 1933, the Securities Exchange Act of 1934 and any other rules related to securities transactions regulated by organizations and agencies such as the Security Exchange Commission (the “SEC”) and the National Association of Securities Dealers (the “NASD”).

14. Non-Circumvention, Non-Competition, Non-Solicitation

You may only use the TechScout Service in accordance with these Terms of Use.

You agree not to:

(i) circumvent or attempt to circumvent your obligations under any agreement that you enter into with us

(ii) provide a service that competes with the TechScout Service

(iii) use the TechScout Service to solicit business for any service that competes with the TechScout Service or

(iv) refer to any business that competes with the TechScout Service in a public areas of the TechScout Service.

15. Legal Compliance

You are solely responsible for compliance with all applicable laws and regulations regarding your use of the TechScout Service and any transfers of technology in which you are involved, including without limitation intellectual property law and applicable import/export requirements, and agree that we will have no responsibility with respect thereto.

16. International Users

Recognizing that the Internet is a global network, you agree to comply with all local rules regarding online conduct and acceptable content, including without limitation all applicable laws regarding the transmission of technical data exported from the US or the country in which you reside. You assume any risks arising from international trade and dealing with non-US companies and nationals.

17. Your Dealings with Third Parties

Your business dealings with any third party (e.g with innovators, scouts and advertisers) that you connect with through the TechScout Service are solely between you and them, including without limitation the terms, conditions, representations, warranties and conduct of the parties to such dealings. You agree that we shall 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 third parties on the TechScout Service.

Before discussing a potential collaboration with a person whom you initially met in a public area of the TechScout Service or in a LinkedIn group moderated by TechScout.com, you must send an email identifying yourself, the party whom you met and the technology of interest to johnschulten@TechScout.com and agree to our Innovator Terms (if acting in the role of innovator) or Scout Terms (if acting in role of technology scout). We will promptly send an Introduction Confirmation formally introducing you to such counterparty. Such Introduction Confirmation shall be treated the same as an “Introduction Confirmation”, (ii) the prospective purchaser/licensee shall be treated as a Scout and (iii) the prospective licensor / seller shall be treated as a “Disclosed Innovator”, in the case of each of clauses (i) through (iii) above for all purposes under our Innovator Terms and Scout Terms.

We facilitate business introductions through the TechScout Service. We are not in any way involved in negotiation or analysis of business dealings between introduced parties.

We do not guarantee that any third party will complete any transaction. We do not guarantee the truth or accuracy of content transmitted through the TechScout Service, the quality, safety or legality of the items advertised on the TechScout Service or the ability of any sellers to sell items or of buyers to pay for them.

18. Links

We or third parties may post links to third party websites or resources on the TechScout Service. You acknowledge and agree that we are not responsible for the availability of such external websites or resources, do not endorse them and are not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources.

You further acknowledge and agree that we shall not be responsible or liable for any damage or loss directly or indirectly caused or alleged to be caused by or in connection by use of or reliance on any content, goods or services available on or through any such websites or resources.

Our service provides links to one or more LinkedIn groups that we moderate. Please note your obligation under Section 17 above regarding any collaboration with a person whom you initially meet in a LinkedIn group moderated by TechScout.com.

19. User ID and Password

Only you may use your User ID and password for logging into the TechScout Service. You may not share your account with anyone else. For example, if a colleague at your company would like to use the TechScout Service he or she must open a separate user account.

You alone are responsible for (i) maintaining the secrecy of your User ID and password for the TechScout Service and (ii) the actions of anyone logged into your account. You agree to log out of your account at the end of each session and immediately notify us of any unauthorized use of your account or any other breach of security. We shall not be liable for any losses or damage arising from your failure to comply with this section.

Note that a separate User ID and password are required to register for the TechScout Service as a Scout and as an Innovator .

20. Data Security

While we work hard to protect your identity, and take reasonable measures to ensure the security of your identity and contact information on our systems, we do not guarantee or warrant the security of any information that you transmit to us. You transmit information to us and post information on the TechScout Service at your own risk.

Sometimes user data is lost, damaged or not retrievable. In such case, we will try to retrieve or restore the data but shall not be liable for damages arising from lost, damaged, irretrievable, altered or misused data.

You understand that the technical processing and transmission of information through the TechScout Service may involve (a) transmissions over various networks and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

21. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

A) YOUR USE OF THE TECHSCOUT SERVICE IS AT YOUR SOLE RISK. THE TECHSCOUT SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

B) WE MAKE NO WARRANTY THAT (i) THE TECHSCOUT SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE TECHSCOUT SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE TECHSCOUT SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE TECHSCOUT SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

C) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE TECHSCOUT SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN these Terms of Use.

D) We assume no responsibility for the timeliness, misdelivery, deletion or failure to store any communications or data.

E) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE TECHSCOUT SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

F) A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE TECHSCOUT SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE TECHSCOUT SERVICE. IMMEDIATELY DISCONTINUE USE OF THE TECHSCOUT SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE TECHSCOUT SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

22. No Guaranty of Purported Identity

Although we may use various techniques to verify the accuracy of information our users provide us when they register for the TechScout Service, we do not guarantee the purported identity of any person or their affiliation with any entity. You may at your own expense use either a third party escrow service or services that verify identity when dealing with parties that you meet on the TechScout Service.

23. Modifications to TechScout Service

We reserve the right to modify or temporarily or permanently discontinue the TechScout Service (or any part thereof) at any time and from time to time without notice.

You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the TechScout Service.

Any new features of this Website and/or the TechScout Service shall be subject to these Terms of Use (as modified from time to time).

24. No Guarantee of Uninterrupted Service

We do not guarantee continuous, uninterrupted or secure access to the TechScout Service, as many factors outside of our control may interfere with its operation.

25. Force Majeure

Without derogating from other disclaimers in these Terms of Use, we shall not be liable for delays, errors or omissions in performance due to causes beyond our reasonable control.

26. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TECHSCOUT.COM SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) USE OF OR THE INABILITY TO USE THE TECHSCOUT SERVICE; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE TECHSCOUT SERVICE OR (iv) ANY OTHER MATTER RELATING TO THE TECHSCOUT SERVICE.

27. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF SECTIONS 21 AND 26 ABOVE MAY NOT APPLY TO YOU.

28. Release

You hereby release TechScout.com and our officers, directors, agents, subsidiaries, joint venturers, shareholders, owners and employees from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you may have with another user of the TechScout Service.

If you are a California resident, or the business entity you represent is subject to California law, you waive California Civil Code § 1542, which says: ” A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor .”

29. Indemnification.

A) You agree immediately on demand to indemnify, defend and hold TechScout.com, its subsidiaries, affiliates and their respective officers, directors, employees, contractors, licensors, agents and representatives harmless from and against all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and costs of investigation and litigation regardless of outcome) resulting from all claims, demands, actions and other proceedings by or on behalf of any third party (including any governmental authority) (collectively, “Claims”) arising from (i) your breach of any representation that you make to us under any agreement that you enter into with us; (ii) your breach of any of your obligations under any agreement that you enter into with us, including without limitation these Terms of Use, (iii) your alleged violation or violation of any law or regulation or any rights of another legal person, including without limitation any right of privacy, publicity rights or Intellectual Property Rights, (iv) your use of or access to the TechScout Service, including any data or content transmitted or received by you, (v) any other party’s access and use of the TechScout Service with your login information, or (vi) any Content submitted to the TechScout Service via your account.

B) Claims for Indemnification. Whenever any indemnification claim arises under these Terms of Use, the indemnified party shall promptly notify the indemnifying party of the claim and, when known, the facts constituting the basis of such claim; provided, however, that failure to give such notice shall not relieve the indemnifying party of any obligation hereunder unless and to the extent that such failure substantially prejudices the indemnifying party.

C) Third-Party Claims. In the event of a third party claim giving rise to indemnification hereunder, the indemnifying party may, upon prior written notice to the indemnified party, assume the defense of such claim with counsel reasonably satisfactory to the indemnified party, and shall thereafter be liable for all expenses incurred in connection with such defense, including attorneys’ fees and expenses; provided, however , that if the indemnifying party assumes the defense of any such claim, the indemnified party may participate in such defense at its own expense and with counsel of its choice; provided, further, that if there are one or more legal defenses available to the indemnified party that conflict with those available to the indemnifying party or there exists any other conflict of interest, the indemnifying party shall have the right to assume the defense of such claim but the indemnified party shall have the right to employ separate counsel at the expense of the indemnifying party and to participate in the defense thereof; provided, that the indemnifying party shall not be obligated to pay for such separate counsel if the claim relates to conduct of the indemnified party constituting fraud, theft or intentional misrepresentation. If the indemnifying party elects to control the defense of such claim, it shall do so diligently and shall have the right to settle any claim for monetary damages; provided, that such settlement includes a complete and absolute release of the indemnified party and shall not admit any fault or liability on the part of the indemnified party. Notwithstanding anything to the contrary, the indemnifying party may not settle any claims for fines, penalties or the like or in any way adverse to the indemnified party without the prior written consent of the indemnified party, which shall not unreasonably be withheld, conditioned or delayed.

30. Termination

You may not terminate these Terms of Use without our written consent.

You agree that we may in our sole discretion terminate your account and/or restrict your access to the TechScout Service in whole or in part, including without limitation termination / restriction on account of (a) your breach of these Terms of Use or violation of any of our policies, (b) a request by law enforcement or a government agency, (c) your written request, (d) discontinuance or modification of the TechScout Service (or any part thereof), (e) technical or security issues, (f) extended periods of inactivity or (g) if we suspect that you have engaged in fraudulent activity.

Termination of your account may include (a) denial of access to the TechScout Service, including but not limited to message boards and alerts and (b) deletion of your password and all information, files and Content associated with your account (or any part thereof).

You agree that we shall not be liable to you or any third-party for termination of your account or restricting your access to the TechScout Service.

31. Notices

We may provide notices to you under any agreement that you enter into with us by sending an email to the primary email address specified in your account or by placing a notice on the TechScout Service.

You may provide notices to us under any agreement that you enter into with us other than a commission agreement by sending an email (not bounced by email server) to johnschulten@TechScout.com or by postal carrier to:

TechScout.com SAS 2 square Auguste Chabrieres Paris, France.

32. Assignment

Your TechScout account as a Scout and/or Innovator, User ID and password are personal to you and may not be transferred, assigned or sold to another party without our prior written consent.

You may not assign any agreement that you enter into with us without our prior written consent, except by operation of law. We may assign without your consent any agreement that we enter into with you to a party that purchases us or some or all of our assets, provided that such party agrees to assume all of our obligations to you.

33. Waivers

The failure of TechScout.com to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

34. Governing Law

Unless explicitly agreed otherwise in writing, the laws of New York shall govern any agreement that you enter into with us, including without limitation these Terms of Use, without reference to principles of choice of law.

35. Dispute Resolution.

Unless explicitly agreed otherwise in writing, you and we agree to resolve any dispute among us relating to the interpretation, construction or implementation of any agreement that you enter into with us, including without limitation these Terms of Use, or any other matter related to any such agreement as follows:

A) First, we shall use good faith efforts to negotiate a resolution thereof by engaging in discussions at reasonable times and places, by telephone or otherwise, during the ten (10) calendar day period following notice by a party to the other party of its belief that there is a dispute which requires resolution in such manner.

B) Second, if we are not able to resolve such dispute through good faith negotiations during the ten (10) day period provided in clause A above, for any claim (excluding claims for injunctive or other equitable relief) under these Terms of Use where the total amount of the award sought is less than $250,000, we may elect by written notice to the other party to resolve the dispute through binding non-appearance-based arbitration, in which case the parties agree to submit such dispute to arbitration by one arbitrator mutually agreed upon by the parties proposed by the American Arbitration Association (the “AAA”). If the parties fail to agree on appointment of an arbitrator within ten (10) calendar days after they have each received names of potential arbitrators proposed by the AAA, then the AAA shall appoint an arbitrator who is an attorney with reasonable experience in similar agreements.

The arbitrator and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

The parties and the arbitrator shall use commercially reasonable efforts to complete the arbitration proceeding within ten (10) business days from the date on which the arbitrator is appointed.

The arbitrator shall be required to provide in writing to the parties the basis for his or her award or order. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled, subject to the limitations on liability under these Terms of Use.

C) If we do not elect to submit to arbitration a dispute between you and us that arises in whole or in part from the TechScout Service or any agreement between you and us, you and we agree:

(i) that courts located in New York, NY shall exclusively have personal and subject matter jurisdiction over any dispute or claim arising in any way in connection with these Terms of Use;

(ii) the TechScout Service shall be deemed (a) solely based in New York and (b) a passive service that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York; and

(iii) such dispute shall be decided exclusively by a court of competent jurisdiction located in New York, NY.

36. Independent Contractor Relationship

We are not acting as your agent, partner, joint venturer or fiduciary or as an auctioneer. Unless otherwise expressly agreed in a document signed by an officer of TechScout.com, no agency relationship shall exist between us, and you may not represent us or make commitments on our behalf.

Although our primary focus is to help technology scouts discover and innovators commercialize great technologies, our services may also indirectly help innovators raise funds and/or source M&A transactions. You acknowledge that TechScout.com is not a registered broker dealer under US law and waive any claims and release us from any liability arising from such fact.

37. No Third Party Beneficiaries

You agree that except as expressly provided in these Terms of Use, there shall be no third party beneficiaries to these Terms of Use.

38. Severability

If an arbitrator or court of competent jurisdiction finds any provision of these Terms of Use to be invalid, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use shall remain in full force and effect.

39. Entire Agreement

These Terms of Use, together with other agreements that you enter into with us (e.g a commission agreement, Scout membership agreement, Innovator membership agreement) constitute the entire agreement between you and TechScout.com and govern your use of the TechScout Service.

40. Headings

The section headings in these Terms of Use are for convenience only and have no legal or contractual effect.

Questions

If you have any questions regarding these Terms of Use, please email us at the following address: legal@TechScout.com.

Version: February 19, 2013