INSIDEVENTURE, INC.

SOFTWARE LICENSE AGREEMENT

IMPORTANT! BY CLICKING ON THE “ACCEPT TERMS AND CONDITIONS OF USE” BUTTON BELOW, USER REPRESENTS THAT USER HAS READ THIS ENTIRE AGREEMENT, UNDERSTANDS IT, AND AGREES TO ALL OF ITS RESTRICTIONS, TERMS, AND CONDITIONS.

INSIDEVENTURE, INC. (REFERRED TO HEREIN AS “LICENSOR”) IS THE OWNER OR LICENSEE OF ALL RIGHTS, TITLE, AND INTERESTS, INCLUDING COPYRIGHTS, IN AND TO ALL OF THE COMPUTER SOFTWARE, PROGRAMS, AND ASSOCIATED DOCUMENTATION (REFERRED TO HEREIN AS “LICENSED MATERIALS”) AND WILL GRANT A LICENSE OR SUBLICENSE TO USER ONLY ON THE CONDITION THAT USER (REFERRED TO HEREIN AS “USER”) AGREES WITH THE RESTRICTIONS, TERMS AND CONDITIONS SET FORTH BELOW.

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE: BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, USER AGREES TO BE BOUND BY ALL OF THE FOLLOWING BINDING CONTRACTUAL SOFTWARE LICENSE AGREEMENT’S RESTRICTIONS, TERMS AND CONDITIONS.

IF USER AGREES TO BE BOUND BY THE RESTRICTIONS, TERMS AND CONDITIONS OF THIS AGREEMENT, USER SHOULD CLICK ON THE BOX AT THE BOTTOM OF THIS PAGE LABELED “ACCEPT TERMS AND CONDITIONS OF USE” AT WHICH TIME THE SOFTWARE WILL BE ACCESSIBLE TO USER FROM USER’S COMPUTER, PROVIDED THAT AGREED UPON LICENSING FEE, IF ANY, HAS BEEN RECEIVED BY LICENSOR.

IF USER DOES NOT AGREE TO THE RESTRICTIONS, TERMS AND CONDITIONS OF THIS AGREEMENT, USER SHOULD NOT CLICK ON THE BOX AT THE BOTTOM OF THIS PAGE LABELED “ACCEPT TERMS AND CONDITIONS OF USE” AND RETURN TO THE PRIOR WEB PAGE WITHOUT ACCESSING THE SOFTWARE.

1. GRANT OF LICENSE. 
1. Licensor grants User a license to use the computer software, programs and associated documentation (the “Licensed Materials”), under the following restrictions, terms and conditions of this Software License Agreement (this “Agreement”). 
2. Licensor hereby grants to User, and User hereby accepts from Licensor, a non-exclusive, royalty-free, non-assignable, and revocable license to use one (1) copy of the Licensed Materials in User’s business on the number of computers specified in the membership agreement by Licensee at a time.
2. RESTRICTIONS.
1. This Agreement does not grant User any title or right of ownership in the Licensed Materials.
2. User specifically shall not and shall not authorize any third party to:
3. have or be granted access to the source code for software under this Agreement;
4. reverse engineer, disassemble, create derivative works, and/or modify the Licensed Materials;
5. rent, lease, sell, transfer including electronically, or further sublicense the Licensed Materials;
6. translate the Licensed Materials into another computer language; or
7. reproduce, distribute or otherwise make available the Licensed Materials, other than as specifically authorized herein, to any third party.
8. User shall have no right to reproduce any of the Licensed Materials in a manner inconsistent with the uses enumerated above.
3. LICENSE FEE. 
1. The annual fee for the license granted herein (the “License Fee”) shall be zero until December 31, 2009. Following this date, User will be offered the opportunity to renew their annual License by paying a License Fee whose price will be determined by Licensor and communicated to User at least 1 month prior to the term of this license agreement.
4. ACCESS.
1. Licensee reserves the right to grant or deny access to any User.
2. Payment of the License Fee, if any, grants the User on-line access to information on third party companies selectively chosen by Licensor (the “Selected Companies”) and notification of all conferences and events held by Licensor.
5. TERM. 
1. The license granted under this Agreement shall extend until December 31, 2009, and be renewed automatically, pending payment of agreed upon License Fee, for a period of one (1) year commencing on the date the Licensor receives the License Fee from the User.
6. TERMINATION.
1. User or Licensor may terminate this Agreement at any time with immediate effect by providing fifteen (15) days notice of such termination to the other party.
2. The right to use the Licensed Materials will terminate automatically without notice from Licensor if User: (i) fails to comply with any restrictions, terms, and conditions of this Agreement, (ii) fails to take all appropriate measures to safeguard the Licensed Materials and prevent unauthorized access or use thereof, (iii) commits fraud, willful misconduct or willful material misrepresentation; (iv) fails to use the Licensed Materials or Licensor’s Website according to the rules and procedures as set forth by the Licensor, (v) fails to contact, deal and negotiate with the Selected Companies in good faith, or (vi) fails to conduct itself in a professional and courteous manner.
3. Termination of the license granted to User under this Agreement requires that the User destroy all copies of the Licensed Materials upon notice of termination of this Agreement.
7. INTELLECTUAL PROPERTY RIGHTS AND RESTRICTED USE. 
1. Licensor Rights. User acknowledges that Licensor is the sole owner of the Licensed Materials and has the sole right to grant licenses to the Licensed Materials. User acknowledges that the Licensed Materials constitute valuable confidential information and trade secrets, proprietary to Licensor. User acknowledges that all copies, whether partial or complete, of the Licensed Materials as well as proprietary rights in and appurtenant to the Licensed Materials, including without limitation to copyright, patent and trade secret rights, are and shall remain the sole property of Licensor. User shall have only the limited use rights specifically granted by this Agreement and the License granted hereunder.
8. THIRD PARTIES.
1. Certain portions of the Licensed Materials may contain files, components, external web links, or other material, from third parties which have been provided for User’s convenience or licensed for use in the software by Licensor. Additionally, certain processes used by the software may require portions of User’s data to be submitted to and or stored by various servers and/or other services to enhance the functionality of the software. User acknowledges and agrees that Licensor is not responsible for examining or evaluating any aspect of the accuracy, infringement, completeness, legality, or quality of any such third party websites, licensed files, data access, data storage, components, or other materials.
9. CONFIDENTIALITY.
   1. Confidentiality.
      1. User hereby agrees that User will keep confidential any information or data (“Confidential Information”) obtained from Licensor in connection with this Agreement and shall not divulge the same to any third parties except in accordance with this Agreement.
      2. User allows Licensor to use the information submitted by User to create an online profiles. Company profiles will only be access by investor members while investor profiles will be access by both other investor members and companies.
      3. User hereby understands and agrees that all Confidential Information is and shall remain the sole property of Licensor or the third party it belongs to. User has no implied licenses or other rights in the Confidential Information not specifically granted herein.
      4. User shall not disclose the Confidential Information to anyone other than employees and contractors with a demonstrable need to know, who have a binding, written, confidentiality obligation to User that protect such Confidential Information against unauthorized disclosure or use.
      5. User acknowledges that any unauthorized use or disclosure of the Confidential Information would cause irreparable harm the Licensor and any third party this Confidential Information may belongs to.
      6. Licensor also may use and disclose statistical data regarding the use of the Licensed Materials; however, no user shall be identified in connection with such statistics, unless duly authorized by the user.
      7. User is responsible for safeguarding the confidentiality of its password(s) and user name(s) issued to User by Licensor, and for any use or misuse of User’s account resulting from any third party using a password or user name issued to User. User agrees to immediately notify Licensor of any unauthorized use of User’s account or any other breach of security known to User.
   2. Upon termination of this Agreement, User agrees to destroy all Confidential Information within three (3) days of the date of termination, and to provide a written certification to Licensor that such Confidential Information was destroyed in accordance with this provision.
   3. This Article shall survive for a period of three (3) years from the date of termination
10. DISCLAIMER OF WARRANTIES.
1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT ANY INSTALLATION AND/OR USE OF SOFTWARE, ITS RELATED FILES, CONTROLS, DOCUMENTATION, UPDATES, SERVICES, WEBSITES, AND THIRD PARTY CONTENT, IS AT USER’S SOLE RISK; AND THAT THE SOFTWARE, ITS RELATED FILES, CONTROLS, DOCUMENTATION, UPDATES, SERVICES, WEBSITES, AND THIRD PARTY CONTENT, ARE PROVIDED TO USER “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND; LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, ACCURACY OF DATA, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SPECIFICALLY LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR ITS SERVICES WILL OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR ACHIEVE ANY SPECIFIC RESULTS. ANY STATEMENTS OR REPRESENTATIONS MADE BY ANY OTHER PERSON OR FIRM ARE VOID.
2. USER ACKNOWLEDGES AND AGREES THAT THE INFORMATION POSTED ON THE WEBSITE HAS BEEN PROVIDED TO LICENSOR BY THIRD PARTIES. LICENSOR MAKES NO REPRESENTATION OR WARRANTY AS TO THE CORRECTNESS OR COMPLETENESS OF SUCH INFORMATION.
3. ACCESS TO THE LICENSED MATERIALS IS PROVIDED VIA THE INTERNET THROUGH THE WORLD WIDE WEB. YOU ARE REQUIRED TO SUPPLY ALL SOFTWARE OR HARDWARE NEEDED BY YOU TO ACCESS THE SERVICE, SUCH AS A COMPUTER, AN INTERNET CONNECTION, AND COMPATIBLE WEB BROWSER SOFTWARE. IN ADDITION, YOU MAY BE REQUIRED TO DOWNLOAD AND/OR INSTALL ADDITIONAL SOFTWARE (E.G., CERTAIN SOFTWARE PLUG-INS OR SOFTWARE APPLICATIONS) IN ORDER TO ACCESS CERTAIN DATA ON THE SERVICE.
11. LIMITATION OF LIABILITY.
    1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ANY OF ITS SHAREHOLDERS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR REPRESENTATIVES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE LICENSED MATERIALS, OR THE CONTENTS THEREOF, INCLUDING LOSS OF GOODWILL, LOST PROFITS, OR LOST OPPORTUNITIES IN ANY WAY RELATING TO THIS AGREEMENT EVEN IF LICENSOR OR SUCH OTHER PARTY HAS BEEN NOTIFIED OF OR REASONABLY COULD HAVE FORESEEN THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, OR OTHERWISE. IN NO EVENT SHALL LICENSOR’S LIABILITY FOR ANY DAMAGES OR LOSS TO USER OR TO ANY THIRD PARTY EVER EXCEED THE LICENSE FEE ACTUALLY PAID BY THE USER TO LICENSOR FOR THE LICENSED MATERIALS.
12. REPRESENTATIONS AND WARRANTIES.
    1. Representations and Warranties of Licensor. Licensor represents and warrants that it has the right to grant the licenses herein granted to User.
    2. Representations and Warranties of User. User represents and warrants that User has the right to enter into this Agreement and to fulfill its obligations hereunder.
    3. Some jurisdictions may not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer; or some jurisdictions may not allow the limitation of liability for personal injury, or of incidental or consequential damages; so portions of the limitations in the above limitation and exclusion may not apply to User.
13. INDEMNIFICATION.
    1. User agrees to indemnify, defend, and hold harmless Licensor and its agents, officers, directors, employees, contractors, and representatives, from any suits, claims, demands, liabilities, costs and expenses (including reasonable attorneys fees) that Licensor may sustain or incur from User’s use of the software, from User’s breach of any of User’s obligations, or any restrictions set forth herein, or from Licensor’s enforcement of this Agreement against User.
14. EXPORT CONTROLS.
1. User agrees to abide by all U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization.
15. JURISDICTION.
1. This Agreement is acknowledged to have been made in and shall be governed by, and interpreted in accordance with the laws of the State of California within the United States of America, without regard to, or application of, rules or principles regarding conflicts of law.
2. All disputes pertaining to, or arising out, of this Agreement shall be subject to binding arbitration in Palo Alto, California according to the rules of the American Arbitration Association with the exception that Licensor may seek preliminary injunctive relief in a state or federal court of competent jurisdiction in Palo Alto, California, to prevent irreparable harm resulting from breach of this Agreement.
16. MISCELLANEOUS.
    1. This Agreement represents the entire agreement between User and Licensor concerning the subject matter hereof and supersedes and merges all prior oral and written agreements, discussions and understandings between the parties, and neither of the parties shall be bound by any conditions, inducements or representations.
    2. User may not assign or transfer all or part of this Agreement to any third party.
    3. This Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement.
    4. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
    5. The failure of either party to insist upon any of its rights under this Agreement upon one or more occasions shall not be deemed a waiver of such rights on any subsequent occasions.
    6. The headings of sections are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.
    7. Users agree to disclose all transactions, including but not limited to, private financing, public offering, merger, acquisitions (the “Transaction”), that result from the direct or indirect use of the Licensed Materials within 30 days of the closing of such Transaction.
    8. When a User accesses data through the Licensed Materials (e.g., presentation, comment, or attachments to a publication or comment), a copy of that data is copied to that user's local computer (this is called "caching" and is part of how web browsers work). Caching is used to improve the speed of the Service when you repeatedly access graphics or data during a session. Once pages and/or data has been cached on your local computer, that data is beyond the control of Lisensor, and may be accessible to anyone with access to your computer. Each User assumes all risk and liability associated with any data cached to that User's local computer. Licensor strongly recommends that you empty your web browser cache when you log out of a Licensed Materials session to ensure that any cached files from your session are deleted from your computer.
    9. User consent to the receipt of alerts from Licensor regarding information posted to Licensed Materials on which you are a Licensee, and other email communications from Licensor relating to the Licensed Materials.
17. CHANGES TO END USER AGREEMENT.
1. Licensor will have the right to modify this Agreement from time to time. Licensor will notify you of any such material modification by posting a notice on the Licensed Materials that Licensor has so modified the Agreement. You understand and agree that your continued use of the Licensed Materials following the posting of such notice indicates your acceptance of any such modifications, which will become a part of this Agreement. We will not post notification of non-material changes.

BY ACCEPTING THIS AGREEMENT AND CONTINUING TO USE THE LICENSED MATERIALS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.