New Inventor Registration

REGISTRATION AGREEMENT

MICROFUNDING LIMITED (microFunding, Company) - REGISTRATION

You hereby confirm that your registration with the Company (Registration) for the purpose of posting and or seeking business ideas on the microFunding website www.microfunding.co.uk (Website) shall be subject to the terms set out in this agreement.

1 In consideration of the Company authorising the Registration (together with your payment of the prevailing registration fee) and allowing you access to other permitted users of the microFunding website you hereby agree as follows:

1.1 for the period of six months from the date of this agreement (the Exclusivity Period), you undertake that you shall not, other than as permitted by the Company and in accordance with the terms and direction specified by the Company, either directly or indirectly (whether or not in conjunction with any third party):

(i) enter into or continue, facilitate or encourage, any discussions or negotiations with any party other than parties authorised by microFunding Limited (Permitted Parties) relating to any business idea, concept, invention, technology or anything else you post to the Website (Idea(s)); or

(ii) enter into any agreement or arrangement with any party other than Permitted Parties relating to the exploitation of the Idea(s) for commercial purposes; or

(iii) make available any information relating to the Idea(s) other than to Permitted Parties; or

(iv) withdraw the Idea(s) from the Website; or

(v) do or omit to do anything which frustrates the ability or affects the willingness of any Permitted Party to exploit the Idea(s) for commercial purposes;

1.2 You confirm you have represented to microFunding that you are not now, directly or indirectly, in discussions or negotiations relating to the Idea(s) with any person other than microFunding and you acknowledge that microFunding may incur costs and expenses in connection with discussions or negotiations with other Parties in relation to the commercial exploitation of the Idea(s) in reliance on this representation and the other representations and agreements set out in this agreement.

1.3 You confirm that you have read and understood the Terms and Conditions posted on this site and that you will be required to enter into a binding agreement subject to these Terms and Conditions in the event that the business idea you post to the website is taken up by a permitted party.

2 The obligations (save any arising out of any accrued breach) contained in paragraph 1.1 of this agreement shall cease to have effect on the expiry of the Exclusivity Period, or, if earlier, upon the Company notifying you in writing that the Company wishes to withdraw the Idea(s) from the Website.

3 Without prejudice to any other rights microFunding may have, in the event of a breach of any of your obligations contained in this agreement you shall forthwith on demand reimburse to microFunding all its costs and expenses incurred in relation to the Idea(s) and all associated and connected matters;

4 You acknowledge that reimbursement of costs and expenses under 3 above would alone not provide adequate remedy for any breach by you of the provisions of this agreement and accordingly, without prejudice to any and all other rights or remedies microFunding may have, microFunding shall be entitled without proof of special damage to the remedies of injunction and other equitable relief for any threatened or actual breach of the provisions of this agreement.

5 Any dispute, controversy, proceedings, or claim of whatever nature arising out of or relating to this agreement or breach of its terms shall be governed by, and this agreement shall be construed in accordance with, English law and you hereby irrevocably submit to the exclusive jurisdiction of the High Court of Justice in London for the purpose of hearing and determining any dispute arising out of this agreement.

6 The terms of this agreement shall not be construed so as to affect or prejudice any other right or remedy available to microFunding, above and beyond that contained in this agreement, in the event of a breach of this agreement by you.

7 No neglect, delay or indulgence on our part in enforcing the terms of this agreement shall be construed as a waiver thereof.

8 You agree that any notice, demand or other communication:

8.1 to be served under this agreement may be served upon microFunding only by posting by first class post (air mail if abroad) or delivering the same by hand at the address set out on the website www.microFunding.co.uk, or at such other address as microFunding may from time to time notify in writing to you; and

8.2 if served by hand shall be deemed to have been served at the time of delivery of it or if served by first class post shall be deemed duly served 48 hours (or ten business days in the case of post sent from outside the United Kingdom to an address in the United Kingdom or from the United Kingdom to an address outside the United Kingdom) after the envelope containing the same was put into the post and in proving service of the same it will be sufficient to prove, in the case of a agreement, that such agreement was properly stamped or franked first class (air mail if abroad), addressed and placed in the post.

TERMS AND CONDITIONS

You may not enter into a microFunding arrangement without accepting these terms and conditions. Please read in order to understand what will be required of you.

The terms and conditions are not negotiable. The sums raised in microFunding are, in Venture Capital terms, very modest and do not allow for variations. All parties are protected.

1 Definitions

1.1 Concept The definition in specific measurable terms of the idea of a product or service created by the Inventor which is believed to be original protectable and commercial

1.2 Inventor the individual, individuals or body who creates the Concept

1.3 Investor the individual individuals or body who provides money to the Project

1.4 Manager the individual, individuals or body who identifies the Concept as having commercial potential and develops the Project for microFunding

1.5 microFunding The process to assist identify and exploit a Concept for commercial gain with specific predetermined methodology and structure

1.6 microFunding Ltd The company that created the microFunding process and coordinates and administers the microFunding Projects

1.7 Project The exercise to determine by enquiry and experiment whether or not the commercialisation of the Concept is viable;

1.8 Project Manager The individual, individuals or body who scopes defines and carries out the microFunding Project

1.9 Proof The successful determination by the Project that the Concept has commercial potential

2 microFunding Structure: Inventor – Manager

2.1 If the Concept fails to attract a Manager to take it forward, then the Inventor retains all rights to the Concept

2.2 If the Concept attracts a Manager then both Inventor and Manager irrevocably commit to the whole microFunding process and structure

2.3 The Manager agrees that his CV can be sent to Inventors and Investors in whose project he has expressed interest or who have expressed an interest in his project

2.4 microFunding Ltd will provide professional services to the Project and will charge a reasonable fee for this provision, the fee and any VAT and taxes to be included in the project costings.

3 microFunding Structure: Project - Investor

3.1 If the Project fails to attracts an Investor then the Inventor retains all rights to the Concept

3.2 If the Project attracts sufficient funding to complete it then:

3.2.1 A new company is incorporated to provide the commercialisation vehicle for the Concept

3.2.2 All Intellectual Property associated with the Concept is assigned to the new company

3.2.3 All future Intellectual Property associated with the Concept is the property of the new company

3.2.4 The share capital of the new company is authorised as ordinary voting shares

3.2.5 The Inventor receives 30% of the share capital

3.2.6 70% of the share capital is held in a nominee account by the Solicitors

3.2.7 The Investor has a right to subscribe to 30% of the share capital if the Project determines that the Concept does have viable commercial potential

3.2.7.1 microFunding Ltd has the right to agree to the allocation of no more than 7.5% of the share capital to any party only in circumstances where failure to do so would prejudice the Project. If this 7.5% is not allocated, the shares are not issued and are returned to the company

3.2.8 The Investor irrevocably commits to the whole process and structure

4 microFunding Structure: Project Termination

4.1 If the project determines at any stage that the Concept does not have a viable commercial potential

4.1.1 The project is stopped and any remaining funds after outstanding commitments have been met are returned to the Investor

4.1.2 The 70% shares held in the nominee account are assigned to the Inventor

4.1.3 The auditor will produce a report to confirm proper accountability of the funds spent and certificates the investment loss to the Investor

4.2 If the Project determines that the Concept does have a viable commercial potential then

4.2.1 The auditor will produce a report to confirm proper accountability of the funds spent

4.2.2 The Manager will produce a full report of the project including a proposed Business Plan for the commercialisation of the Concept

4.2.3 The Investor is invited to subscribe the required funds

4.2.3.1 If the investor fails to provide the required funds he has the right to sell his entitlement to subscribe for the shares to a third party on condition that the third party is then bound by these terms and conditions

4.2.4 Irrespective of the value now placed upon the new company the Investor receives 30% of the share capital

4.2.5 microFunding Ltd receives 2.5% of the capital of the new company

4.2.6 If there has been an allocation of the 7.5% of the share capital by microFunding Ltd this is issued to the appropriate party

4.2.7 An option over 30% of the share capital is granted to the Project Manager to distribute to the management team as he thinks fit in his absolute discretion. The terms of the Option agreement will include that the options are exercisable only at a profitable liquidity event.

4.2.8 The auditor will apply for Enterprise Investment Relief status for the subscription for the shares if appropriate and required

5 Liability

5.1 microFunding Ltd does not accept any liability whatsoever for the success or failure of any Project, disclosure of any intellectual property associated with any Concept or any damages to any party arising from participation in microFunding howsoever caused

5.2 Notwithstanding the above microFunding and its associates and collaborators will use all reasonable endeavours to ensure that all monies spent are spent properly in the pursuance of the Project and are fully accounted for and that:

5.3 All Projects will be carried out and will be seen to have been carried out to the highest possible standard

6 Confidentiality

6.1 Any information concerning a Concept Project or new company is commercially sensitive and all parties agree to keep such information strictly confidential

7 Exclusivity

7.1 As soon as a Manager has responded to an Inventor to express his interest in taking the Project forward the Inventor agrees to grant exclusive rights to microFunding for the commercialisation of the Concept for the Period of three months

WEBSITE TERMS AND CONDITIONS

IMPORTANT LEGAL NOTICE

ATTENTION: This legal notice applies to the entire contents of the Website under the domain name microFunding.co.uk and to any correspondence by e-mail between microFunding and you. Please read these terms carefully before using the Website. Using the Website indicates that you accept these terms regardless of whether or not you choose to register with us. If you do not accept these terms, do not use the Website. This notice is issued by microFunding Ltd (Company).

1 Introduction

1.1 You may access most areas of the Website without registering your details with us. Certain areas of the Website are only open to you if you register.

1.2 By accessing any part of the Website, you shall be deemed to have accepted this legal notice in full. If you do not accept this legal notice in full, you must leave the Website immediately.

1.3 The Company may revise this legal notice at any time by updating this posting. You should check the Website from time to time to review the then current legal notice, because it is binding on you. Certain provisions of this legal notice may be superseded by expressly designated legal notices or terms located on particular pages at the Website.

2 Licence

2.1 You are permitted to print and download extracts from the Website on the following basis:

2.1.1 no documents or related graphics on the Website are modified in any way;

2.1.2 no graphics on the Website are used separately from the corresponding text; and

2.1.3 the Company's copyright and trade mark notices and this permission notice appear in all copies.

2.2 Unless otherwise stated, the copyright and other intellectual property rights in all material on the Website (including without limitation photographs and graphical images) are owned by the Company or its licensors. For the purposes of this legal notice, any use of extracts from the Website other than in accordance with clause 2.1 for any purpose is prohibited. If you breach any of the terms in this legal notice, your permission to use the Website automatically terminates and you must immediately destroy any downloaded or printed extracts from the Website.

2.3 Subject to clause 2.1, no part of the Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without the Company's prior written permission.

2.4 Any rights not expressly granted in these terms are reserved.

3 Service access

3.1 While the Company endeavours to ensure that the Website is normally available 24 hours a day, the Company shall not be liable if for any reason the Website is unavailable at any time or for any period.

3.2 Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the Company's control.

4 Visitor material and conduct

4.1 Other than personally identifiable information, which is covered under our Privacy Policy, any material you transmit or post to the Website shall be considered non-confidential and non-proprietary. The Company shall have no obligations with respect to such material. The Company and its designees shall be free to copy, disclose, distribute, incorporate and otherwise use such material and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.

4.2 You are prohibited from posting or transmitting to or from the Website any material:

4.2.1 that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or

4.2.2 for which you have not obtained all necessary licences and/or approvals; or

4.2.3 which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or

4.2.4 which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

4.3 You may not misuse the Website (including, without limitation, by hacking).

4.4 The Company shall fully co-operate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or locate anyone posting any material in breach of clause 4.2 or clause 4.3.

5 Links to and from other websites

5.1 Links to third party websites on the Website are provided solely for your convenience. If you use these links, you leave the Website. The Company has not reviewed all of these third party websites and does not control and is not responsible for these websites or their content or availability. The Company therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk.

5.2 If you would like to link to the Website, you may only do so on the basis that you link to, but do not replicate, the home page of the Website, and subject to the following conditions:

5.2.1 You do not remove, distort or otherwise alter the size or appearance of the microFunding logo;

5.2.2 You do not create a frame or any other browser or border environment around the Website;

5.2.3 You do not in any way imply that the Company is endorsing any products or services other than its own;

5.2.4 You do not misrepresent your relationship with the Company nor present any other false information about the Company;

5.2.5 You do not otherwise use any microFunding trade marks displayed on the Website without express written permission from the Company;

5.2.6 You do not link from a website that is not owned by you; and

5.2.7 Your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.

5.3 The Company expressly reserves the right to revoke the right granted in clause 5.2 for breach of these terms and to take any action it deems appropriate.

5.4 You shall fully indemnify the Company for any loss or damage suffered by the Company or any of its group companies for breach of clause 5.2

6 Registration

6.1 Each registration is for a single user only. The Company does not permit you to share your user name and password with any other person nor with multiple users on a network.

6.2 Responsibility for the security of any passwords issued rests with you.

7 Disclaimer

7.1 While the Company endeavours to ensure that the information on the Website is correct, the Company does not warrant the accuracy and completeness of the material on the Website. The Company may make changes to the material on the Website, or to the products and prices described in it, at any time without notice. The material on the Website may be out of date, and the Company makes no commitment to update such material.

7.2 The material on the Website is provided "as is", without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, the Company provides you with the Website on the basis that the Company excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of [satisfactory quality, fitness for purpose and the use of reasonable care and skill) which, but for this legal notice, might have effect in relation to the Website.

8 Liability

8.1 The Company, any other party (whether or not involved in creating, producing, maintaining or delivering the Website), and any of the Company's group companies and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with the Website in any way or in connection with the use, inability to use or the results of use of the Website, any websites linked to the Website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Website or your downloading of any material from the Website or any websites linked to the Website.

8.2 Nothing in this legal notice shall exclude or limit the Company's liability for:

8.2.1 death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977); or

8.2.2 fraud; or

8.2.3 misrepresentation as to a fundamental matter; or

8.2.4 any liability which cannot be excluded or limited under applicable law.

8.3 If your use of material on the Website results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.

9 Governing law and jurisdiction

This legal notice shall be governed by and construed in accordance with English law. Disputes arising in connection with this legal notice shall be subject to the exclusive jurisdiction of the English courts.

CONFIDENTIALITY AGREEMENT

1. Prior to viewing on the microFunding website or receiving further information in respect of any and all opportunities described on the microFunding website you hereby agree that any accounts, vouchers, documents, papers, information, know-how, property rights or other detail revealed or supplied to you in the course of negotiations, or howsoever otherwise relating to an enquiry regarding any such opportunity, its financial or business arrangements and the provision of services (other than any such matters as are in the public domain) shall be treated by you as secret and confidential. The information will be used solely for the purpose of deciding whether to proceed with discussions or negotiations.

2. Neither you nor any associated company or business nor any of your respective partners, directors or other officers or employees as may be appropriate, nor your professional advisors, will at any time:

(a) disclose to any third party information pertaining to any and all such opportunities

(b) disclose the existence of any negotiations relating any and all such opportunities

(c) use the information otherwise that for the purpose of considering a financial or commercial agreement with any such opportunity

(d) disclose or use any of the information contained in the information memorandum, accounts, brochures, or any other documentation which may be supplied to you in the course of the negotiations, otherwise than for the purpose of considering whether to proceed with discussions or negotiations with any such opportunity

3. On request, you shall forthwith return to any such opportunities any accounts, Business Plan, brochures or any other information which may have been provided.

4. These provisions shall not apply to:

(a) information which you can show to the reasonable satisfaction of microFunding Ltd was within your possession prior to its receipt hereunder;

(b) information which you receive from a third party (other than a third party acting at the request of any and all such opportunities in connection with the matter) with good legal title thereto and without restrictions on disclosure or use.

5. This agreement is given by you in consideration for microFunding allowing access to and or providing the aforesaid information, and it is to be clearly understood that this shall constitute sufficient consideration for your being legally bound in respect of this undertaking, which may be enforced by way of a claim for an injunction for damages as appropriate against you should you breach this undertaking.

6. you further confirm that you know of no conflict of interest which exists with your reviewing and dealing with this matter.

I accept the Terms and Conditions listed above
  No   Yes