Welcome to the IntellectualPropertyBid.com Website (the "Website"), the premiere website for the business-to-business sale of intellectual property assets.

The services provided by IntellectualPropertyBid.com, ("IntellectualPropertyBid.com") through the Website ("Service" or "Services") and the use of the Website are governed by these Terms and Conditions (the "Terms and Conditions"). By accessing or using the Services or the Website or by registering as either a buyer or seller ("Buyer", "Seller" or "User"), you agree that (1) you have read and familiarized yourself with the Terms and Conditions, (2) you understand the Terms and Conditions, and (3) you are bound by the Terms and Conditions in your use of the Services and the Website. If you do not agree to the Terms and Conditions, you may not access or use the Services or the Website. The Terms and Conditions, together with any additional terms and conditions specific to a particular auction (incorporated herein by reference), constitute the entire agreement (the "Agreement") between IntellectualPropertyBid.com and User regarding its subject matter and supersede and replace any and all prior or contemporaneous agreements between the parties regarding such subject matter.

Registration and Eligibility. The Services and the Website are only available to persons with the legal capacity to enter into this Agreement. IntellectualPropertyBid.com may, at its sole and absolute discretion, refuse to accept a person's (or entity's) registration, and may, at any time after accepting registration, refuse to permit a person's (or entity's) continuing use of the Services and the Website for any reason.

Changes to Services, Website and Terms and Conditions. User acknowledges and agrees that IntellectualPropertyBid.com may change, modify, amend, suspend or discontinue any aspect of the Services or the Website, at any time, without notice and without liability to User or to any third party. IntellectualPropertyBid.com reserves the right to impose limits on certain features of the Services or the Website, at any time, without notice and without liability to User or to any third party.

Further, User acknowledges and agrees that IntellectualPropertyBid.com may amend any or all of the Terms and Conditions (including fees and transaction rules) at any time, at IntellectualPropertyBid.com's sole discretion, without notice. Any amendment of the Terms and Conditions will be reflected on the Website. User is encouraged to periodically review the Terms and Conditions posted on the Website. Use of the Services and the Website constitutes acceptance of the Terms and Conditions, including any amendments thereto. The Terms and Conditions were last revised on September 1, 2001.

Role of IntellectualPropertyBid.com. IntellectualPropertyBid.com provides the Services and the Website solely as a forum or venue in which Sellers may offer assets for sale and Buyers may place offers to purchase these assets. As such, IntellectualPropertyBid.com is neither a principal interested in the transactions, nor an agent of Buyer or Seller. IntellectualPropertyBid.com does not have the power to transfer title to any assets offered by Sellers. Because IntellectualPropertyBid.com is not a party to any transaction, IntellectualPropertyBid.com does not make, and should not be construed as having made, any representation or warranty of any kind concerning any of the offered assets or offerings, including without limitation any representation or warranty regarding the quality, safety or legality of the offered assets, or the truth or accuracy of any offerings. Additionally, IntellectualPropertyBid.com makes no representation or warranty of any kind as to the willingness or ability of either Buyer or Seller to complete a sale in accordance with the Agreement. Buyers and Sellers are solely responsible for independently verifying the background and credit-worthiness of those Users with whom they enter into, or with whom they prospectively will enter into, a transaction, as well as any description of an asset involved in a prospective transaction.

In the event of any dispute regarding any transaction conducted through use of the Services or the Website (a "Dispute"), User hereby releases IntellectualPropertyBid.com, its affiliates and subsidiaries, and their respective directors, officers, employees, agents, shareholders, co-branders, partners, successors and assigns (the "Released Parties"), and each of the foregoing, from any and all manner of action, claim or cause of action or suit, at law or in equity, and from any and all losses, damages, costs or expenses, including without limitation court costs and attorneys' fees, which User may have against the Released Parties, or any of them, known or unknown, disclosed or undisclosed, which arise out of or relate in any way to a Dispute. If User is a California resident, User waives its rights under Section 1542 of the California Civil Code, which states: "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."

Excluded Items. IntellectualPropertyBid.com only permits the sale of intellectual property, as that term is understood under generally accepted accounting principles (i.e., formula, trade secret, patent, trademark and copyright assets). IntellectualPropertyBid.com may, in its sole discretion, remove all listed assets that, in IntellectualPropertyBid.com's judgment, do not constitute intellectual property assets. The listing of illegal or inappropriate items is strictly prohibited.

Password and Security. After you register to use the Service or the Website, you will be prompted to select a User name and a User password. User is solely responsible for maintaining the confidentiality of its User name and User password. User is obligated to complete those transactions that occur using its User name and User password, whether such transactions are authorized or unauthorized. User agrees that it shall immediately notify IntellectualPropertyBid.com in writing or by electronic mail of any unauthorized use of its User name or User password.

User Information. User will provide information to IntellectualPropertyBid.com during the registration process and to IntellectualPropertyBid.com and other Users during the course of the use of the Services and the Website (the "User Information"). User represents and warrants: (1) that all User Information is accurate and complete at the time of registration, and (2) that User information will be continuously updated such that the User Information shall at all times be current, accurate, and complete. Subject to the terms of the IntellectualPropertyBid.com Privacy Policy, User grants to IntellectualPropertyBid.com a non-exclusive, worldwide, perpetual, royalty-free and irrevocable license to use the User Information, including any associated copyrights, trademarks, or other intellectual property or proprietary rights User may have in the User information, for any purposes in connection with the Services or the Website.

Privacy Policy. The terms of the IntellectualPropertyBid.com Privacy Policy are incorporated by reference into these Terms and Conditions. User is encouraged to periodically review the IntellectualPropertyBid.com Privacy Policy posted on the Website at www.IntellectualPropertyBid.com/privacy.htm

User Content. IntellectualPropertyBid.com is not responsible for the quality, accuracy, reliability, legality or completeness of any User-provided content, including any User Information. User is solely responsible for verifying the quality, accuracy, reliability, legality and competitiveness of all User-provided content, including any User Information. User acknowledges and agrees that IntellectualPropertyBid.com has the right, but not the obligation, to monitor User-provided content, including User Information, and to edit, correct or remove any such content that IntellectualPropertyBid.com, in its sole discretion, deems objectionable or in violation of this Agreement.

User Conduct. User is solely responsible for all conduct and transmissions that take place under its User name and password. User represents, warrants and covenants that its use of the Services and the Website shall not:

     (a) violate any applicable local, state, national or international law, statute, ordinance, rule or regulation. Without limiting the foregoing, User represents, warrants and covenants that it will not sell or buy any assets that may not be lawfully offered for sale or purchase in the United States and that User will not export from the United States any asset in violation of U.S. law;

     (b) interfere with or disrupt computer networks connected to the Service or the Website;

     (c) impersonate any other person or entity, or make any misrepresentation as to User's employment by or affiliation with any other person or entity;

     (d) forge headers or in any manner manipulate identifiers in order to disguise the origin of any User Information;

     (e) upload, post, transmit, publish, or distribute any material or information for which User does not have all necessary rights and licenses;

     (f) upload, post, transmit, publish, or distribute any material which infringes, violates, breaches or otherwise contravenes the rights of any third party, including any copyright, trademark, patent, rights of privacy or publicity or any other proprietary right;

     (g) interfere with or disrupt the use of the Services or the Website by any other User, nor "stalk", threaten, or in any manner harass another User;

     (h) upload, post, transmit, publish, or distribute any unauthorized or unsolicited advertising, solicitations, offers for the sale of services, unsolicited communications, or offers for any "investment opportunities" (except as may be permitted by the use of the Services or the Website as provided for herein);

     (i) upload, post, transmit, publish, or distribute any material or information which contains a computer virus, or other code, files or programs intending in any manner to disrupt or interfere with the functioning of the Services, the Website, or that of other computer systems;

     (j) use the Services or the Website in such a manner as to gain unauthorized entry or access to the computer systems of others;

     (k) upload, post, transmit, publish or distribute any material or information which constitutes or encourages conduct that would constitute a criminal offense, give rise to other liability, or otherwise violate applicable law;

     (l) upload, post, transmit, publish, or distribute any material or information that is unlawful, or which may potentially be perceived as being harmful, threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, or racially, ethnically, or otherwise objectionable; or

     (m) reproduce, copy, modify, sell, distribute or otherwise exploit for any commercial purposes the Services or the Website, or any component thereof (including, but not limited to any materials or information accessible through the Website).

Seller Conduct. In addition to those other obligations set forth herein, Seller agrees to be bound by the following:

     (a) Placing an asset for sale requires that Seller provide complete and accurate information regarding the asset offered (the "Listing Information"). It is the Seller's responsibility to review the Listing Information prior to its posting on the Website and to immediately notify IntellectualPropertyBid.com of any changes necessary to make the Listing Information complete and accurate at the time of its submission, without any misrepresentation of any kind. Seller represents, warrants and covenants that the Listing Information is complete and accurate and actually reflects the quantity, quality, and condition of the offered assets. Seller is obligated to update Listing Information to ensure that it is at all times complete and accurate;

     (b) Seller represents, warrants and covenants that (1) it has good and marketable legal title to the offered assets, free and clear of any lien, security interest, leasehold interest, co-ownership interest, or any other type of encumbrance or interest of any other person or entity, (2) it has authority to list the offered assets for sale and to sell the offered assets, (3) no asset provided for sale on the Website shall be fraudulent or counterfeit, (4) the offering by Seller of any asset on the Website and the payment by Seller of any fees to IntellectualPropertyBid.com as specified in this Agreement will not cause IntellectualPropertyBid.com to violate any applicable law, statute, ordinance or regulation; (5) each asset listed for sale is a "intellectual property asset" as that term is understood under generally accepted accounting principles (i.e., formula, trade secret, patent, trademark and copyright assets), (6) no listed asset infringes or violates (or contains any parts or components which infringe or violate) any third party's copyright, patent, trademark, trade secret or other intellectual property or propriety rights, and (7) no listed asset contains any Hazardous Substance. Notwithstanding the foregoing, Users agree that IntellectualPropertyBid.com shall have no duty or obligation to investigate the presence of any Hazardous Substances in or integral to the assets. For purposes of this subparagraph, the term "Hazardous Substances" shall mean, either individually or collectively, any chemical, solid, liquid, gas, or other substance having the characteristics identified in, listed under, or designated pursuant to (i) the "Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA)" as amended, 42 USCA Section 9601(4), as a "hazardous substance", (ii) the "Resource, Conservation and Recovery Act," 42 USCA Sections 6903(5) and 6921, as a "hazardous waste", or (iii) any other laws, statutes, or regulations of a government or political subdivision or agency thereof, as presenting an imminent and substantial danger to the public health or welfare or to the environment, or as otherwise requiring special handling, collection, storage, treatment, disposal, or transportation;

     (c) Seller agrees to pay all amounts due in connection with the listing of assets through the Services and the Website, as set forth in the "Rates and Payment Terms" available at www.IntellectualPropertyBid.com/rates.htm and incorporated by reference into this Agreement;

     (d) Seller agrees to pay to IntellectualPropertyBid.com all amounts due to IntellectualPropertyBid.com if a successful sale is made to a User, without regard for such User's willingness or ability to perform, in accordance with the "Rates and Payment Terms" referred to above; and

     (e) Seller agrees not to contact Users with respect to the sale of assets other than those listed through the Services.

Buyer Conduct. In addition to those other obligations set forth herein, Buyer acknowledges and agrees that by placing a bid on an asset, Buyer represents, warrants and covenants (1) that it shall not misrepresent its ability to close the transaction pursuant to the terms and conditions of sale, and in accordance with these Terms and Conditions, (2) that it has the capacity to close the transaction, (3) that it has actual authority to enter a bid, and to enter into an agreement to purchase the asset, and (4) that any bid that it makes on an item constitutes an irrevocable offer to buy the item for the full amount of the bid.

Improper Auction Behavior. All forms of shill bidding (for instance, bidding on an item that you have listed for sale), bid manipulation and collusion between Users are forbidden. Users may not make a bid under a false name or with an invalid credit card.

Buyer's Premium. IntellectualPropertyBid.com may, in its discretion, charge a buyer's premium or other service charge on assets sold. All such charges will be indicated in the relevant auction brochure, asset detail page or other clearly marked area of the Website. For more information, please see our "Rates and Payment Terms" referred to above.

Withdrawal of Auction/Auction Assets. User acknowledges and agrees that assets in an auction may be withdrawn or sold prior to the end of the designated auction period, and/or that the auction may be discontinued, either temporarily or permanently, all without notice to User.

Termination. IntellectualPropertyBid.com expressly reserves the right to terminate the use of, or to refuse to permit the use of, the Services and the Website by any person or entity, at the sole discretion of IntellectualPropertyBid.com, for any reason and without notice.

Taxes. User acknowledges and agrees that IntellectualPropertyBid.com does not collect, and shall not be held responsible for the collection of, any sales tax, use tax, transfer tax, or any other tax or fee which may be assessed by any jurisdiction having taxing authority over any transaction conducted through the Services or the Website. Additionally, IntellectualPropertyBid.com is not responsible for the calculation of any taxes or the reporting or remittance of any taxes to any taxing authority. User expressly agrees and warrants that it shall comply with any and all applicable laws and regulations, including without limitation, those with respect to taxes. Users agree to defend, indemnify, and hold harmless IntellectualPropertyBid.com from and against any and all damages, penalties, costs and expenses incurred by or imposed upon IntellectualPropertyBid.com resulting from any failure by User to comply with applicable tax laws.

No Relationship. User and IntellectualPropertyBid.com are independent contractors. Neither party is an agent, representative, broker, employee, partner or joint venturer of the other party. This Agreement shall not be interpreted or construed to create an association, joint venture, agency, franchise or partnership between the parties or to impose any partnership obligation or liability upon either party.

Links to Third Parties. The Services and the Website may provide links to the websites or services of others ("Third-Party Sites"). Links to such Third-Party Sites do not constitute an endorsement by IntellectualPropertyBid.com of such Sites, or the products, content, materials or information presented or made available by such Sites. User acknowledges and agrees that IntellectualPropertyBid.com is not responsible for any damages or losses caused or alleged to have been caused by the use of any Third-Party Sites, or from the products, content, material, services or information presented by or made available through such Sites.

Downloading Information/Material. User hereby releases IntellectualPropertyBid.com, its affiliates and subsidiaries, and their respective directors, officers, employees, agents, shareholders, co-branders, partners, successors and assigns from any and all actual or alleged damages which may result from User downloading any information or materials from the Website.

Choice of Law; Consent to Jurisdiction and Venue. This Agreement, and all questions with respect to the interpretation of this Agreement, shall be governed by and construed in accordance with the internal laws of the State of California, without regard for conflict of laws provisions. User expressly consents to personal and exclusive jurisdiction and venue in the courts of the State of California located in Los Angeles County.  Both parties waive their rights to change venue.

Indemnification. User will defend, indemnify and hold harmless IntellectualPropertyBid.com, its affiliates and subsidiaries, and their respective directors, officers, employees, agents, shareholders, co-branders, partners, successors and assigns (collectively, "Indemnified Parties"), from and against any claim, loss, damage, liabilities, judgments, fees and expenses related thereto (including, without limitation, reasonable attorney's fees) incurred by any of the Indemnified Parties arising from or related to: (1) the use of the Services or the Website by User, (2) any breach or violation of these Terms and Conditions by User and (3) any breach of any of User's representations, warranties and covenants.

Dispute Resolution. Any controversy involving IntellectualPropertyBid.com arising from or in any way related to this Agreement or User's use of the Services or the Website shall be submitted to binding arbitration to be conducted in accordance with the Rules of Commercial Arbitration of the American Arbitration Association ("AAA"). A single arbitrator with knowledge of the auction business shall conduct the arbitration in Los Angeles County, California. The parties shall mutually agree upon such arbitrator. In the event that the parties have not agreed to a mutually acceptable arbitrator within thirty (30) days of the date of the notice of intention to arbitrate, the arbitrator shall be selected by the AAA from its regularly maintained list of commercial arbitrators. Within 60 days after the arbitrator has been selected, the arbitrator shall conduct a single hearing no longer than one day in duration for the purpose of receiving evidence and shall render a decision within ten days after the conclusion of the hearing. The Federal Rules of Evidence and the Federal Rules of Civil Procedure shall apply to any arbitration hearing, and aggregate deposition discovery conducted in connection with any such hearing shall not exceed ten hours for each party. The decision of the arbitrator shall be binding and final, and the arbitration award may be filed in a court of competent jurisdiction. In the event that a civil or administrative proceeding with respect to any disputes subject to arbitration under this provision is commenced, any other party to such proceeding shall be entitled to demand arbitration with respect to that dispute and shall be entitled to a permanent stay and injunction against any such civil or administrative proceeding. In the event that a party asserts multiple claims or causes of action, some but not all of which are subject to arbitration under law, any and all claims subject to arbitration shall be submitted to arbitration in accordance with this provision.

Disclaimer of Warranties. THE SERVICES AND THE Website, INCLUDING ALL CONTENT, FUNCTIONS, MATERIALS, SERVICES AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICES OR THE Website, ARE PROVIDED ON AN "AS IS", "WHERE IS", "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IntellectualPropertyBid.com DOES NOT WARRANT THAT THE SERVICES OR THE FUNCTIONS, FEATURES OR CONTENT CONTAINED MADE AVAILABLE ON OR ACCESSED THROUGH SERVICES OR THE Website, INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY SOFTWARE, PRODUCTS OR OTHER MATERIALS USED IN CONNECTION WITH THE SERVICES OR THE Website, WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. IntellectualPropertyBid.com MAKES NO WARRANTY THAT THE Website OR THE SERVICES WILL MEET USERS' REQUIREMENTS, AND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT ANY ASSET POSTED THROUGH THE SERVICES OR THE Website WILL BE SOLD. IF USER IS DISSATISFIED WITH THE SERVICES OR THE Website, USER'S SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES AND THE Website. IntellectualPropertyBid.com MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE Website OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OF THE Website. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM IntellectualPropertyBid.com OR THROUGH THE SERVICES OR THE Website SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THE AGREEMENT. IntellectualPropertyBid.com EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY MISREPRESENTATIONS OR BREACHES COMMITTED BY ANY USER.

Limitation of Liability. IN NO EVENT SHALL IntellectualPropertyBid.com BE LIABLE FOR ANY DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICES, THE Website OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING WITHOUT LIMITATION, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, LOST GOODWILL, OR LOST SALES. IN NO EVENT SHALL THE TOTAL LIABILITY OF IntellectualPropertyBid.com TO A USER FOR ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THIS AGREEMENT OR THE USE OF THE SERVICES OR THE Website EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS (US$100.00).

THE FOREGOING LIMITATION SHALL APPLY AND SURVIVE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

Notices. Notices shall be given:
To IntellectualPropertyBid.com: To be valid, notices must be sent by email (auctions@IntellectualPropertyBid.com) and by certified mail, return receipt requested, to IntellectualPropertyBid.com; Attention IntellectualPropertyBid.com, 15515 Sunset Blvd., Suite 115, Pacific Palisades, CA 90272-3530, Fax: 310-454-9592 or to such other address as may be designated from time to time.

To User: Notices to User will be sent by email at the email address reflected in User's registration information.

Notices to User shall be deemed to have been received 24 hours after the email is sent. Notices to IntellectualPropertyBid.com shall be deemed to have been given three days after the date of mailing by certified mail, return receipt requested.

Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect.

Waiver. The failure of IntellectualPropertyBid.com to exercise or enforce any right or provision of this Agreement will not deemed a waiver of such right or provision.