Client Agreement

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE USING IDEAHUNTING.NET PLATFORM SERVICES. BY ACCEPTING THIS AGREEMENT AND BY USING IDEAHUNTING.NET PLATFORM SERVICES, YOU WILL BE ESTABLISHING A CONTRACTUAL RELATIONSHIP WITH THE COMPANY THAT OWNS THE IDEAHUNTING.NET PLATFORM. YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT WILL BE EQUIVALENT TO THE ACT OF SIGNING.

 “Hunter”, and Projecto Manhattan Ltd., tax nº 508 004 330, with a share capital of 5,000 Euros, headquartered at Travessa Particular à Rua da Centieira, 8, 1800-300 Lisbon, Portugal, here represented by its CEO, Miguel Jorge Correia Velhinho, and hereinafter referred to as “Company”.

1.2. The website www.ideahunting.net and all its associated services are owned by the Company.

1.3. The website www.ideahunting.net consists of an Internet platform whose purpose is to facilitate the creative and innovation transaction services between individuals and companies that produce creative solutions in various business areas (“Creators”) and individuals and companies that buy creative solutions in various areas (“Hunters”).

1.4. According to the available services in www.ideahunting.net (“Platform”), the individuals or companies designated as “Idea Hunters” publish on the Internet their requests (“Pitches”) for creative solutions.

1.5. According to the available services in www.ideahunting.net (“Platform”), the individuals or companies designated as “Idea Creators” check the Pitches, developing and publishing ideas, concepts and/or maquettes (“Creative Solutions”) that they submit to the assessment of the Idea Hunter that has started a certain Pitch.

1.6. The Creators who happen to be the authors of the Creative Solution (or Creative Solutions) chosen by the Hunter, will be awarded a Prize Money in cash, previously set by the Hunter at the time it orders the publishing of its Pitch.

2.1. The Hunter freely wishes to publish a Pitch on the Platform, providing all the information requested by the Platform and that it finds it necessary, in order to obtain, electronically, an indefinite number of Creative Solutions, which may assume the shape of texts, concepts, ideas, maquettes, images, designs, videos or similar.

2.2. The Hunter states that, by publishing its Pitch on the Platform, intends to select a number of Creative Solutions set by it, according to the Appendix A of this Agreement.

2.3. The Hunter states that intends to make commercial use of the Creative Solutions it chooses about the Pitch it has published on the Platform.

2.4. The Hunter states that it has defined, voluntarily, from the minimum values set by the Company, the amount of the Prize Money in cash (Euros) it is willing to pay for the acquisition of the Creative Solutions it selects on the Pitch it has published on the Platform.

3.2. After the settlement of the Contracted Price to the Service, the Company will consider the Agreement effective and will order the electronic publishing of the Pitch, making it immediately visible to the registered Creators on the Platform.

3.3. After publishing the Pitch on the Platform, the company will confirm the date of effectiveness of this Agreement by sending to the e-mail address provided by the Hunter at the user registration a digital copy of the Agreement, including the Appendix A, which contains information about the Pitch.

3.4. If for some reason the Hunter does not receive this confirmation, it still must comply with the duties and obligations stipulated in this Agreement.

4.2. Complying with all the procedures required by the Hunter, the Company undertakes to publish the Pitch online on the website www.ideahunting.net, allowing it to be fully consulted only by the registered Creators on the Platform.

4.3. In order to get a Pitch published online and visible to the Creators, the Hunter will have to fully transfer to the Company the “Contracted Price to the Service”, which is the sum of the following parts (excluding VAT):

a. An amount set by the Hunter as the Prize Money to be paid by the Creative Solution (according to the established minimum limits of item 5 of this Agreement).

b. An amount consisting of 20% of the value described in item 4.3.a, which sets the fee to be paid by using the Platform.

c. An amount resulting from the acquisition of Additional Services that may be requested by the Hunter, whose values are described in item 5.4 of this Agreement.

4.4. The Company is the depositary of the sum the Hunter has set as the remuneratory Prize Money of the Creative Solution to be chosen by it, being obliged to transfer it to the author of the Creative Solution after this one has been chosen by the Hunter.

The Company can not be liable for any breach of contract from the author of the Creative Solution.

5. COSTS OF THE SERVICES PROVIDED BY PROJECTO MANHATTAN LTD.

5.1. By using the Platform, the Company will charge a 20% fee over the value the Hunter has set to the Prize Money of the Creative Solution.

5.2. By submitting a Creative Pitch, the company will charge a minimum of 1,000 Euros (excluding VAT), which will be the minimum value to be paid to the author of the Creative Solution chosen by the Hunter.

a. On a Creative Pitch, the Hunter may only choose one Creative Solution.

b. If the Hunter wishes to purchase more than one Creative Solution, on a Creative Pitch, it will have to pay each author of the other Creative Solutions it intends to buy the same amount that it has established as Prize Money of that Pitch, even if the additional chosen Creative Solutions belong to a single individual.

5.3. By submitting an Innovation Pitch, the Company will charge a minimum of 250 Euros per Creative Solution (excluding VAT), which will be the minimum value to be paid to each author of the Creative Solutions chosen by the Hunter.

a. On an Innovation Pitch, the Hunter may choose sets of Creative Solutions, being able to acquire 5, 10 or 15 Creative Solutions.

b. Above the minimum value of 250 Euros (excluding VAT), the Hunter may set the amount of the Prize Money to pay per each Creative solution.

c. If the Hunter wishes to purchase more than the Creative Solutions it has set on the Innovation Pitch, it will have to pay per each additional Creative Solution the same amount that it has established as individual Prize Money to each Creative Solution.

5.4. The Hunter may optionally employ the Company Additional Services, consisting of the following:

a. The Hunter may translate its Pitch into other languages as a way to involve a larger number of Creators living in other countries. The Company charges 200 Euros (excluding VAT) for the translation of the Pitch into each language the Hunter requests. This value does not contemplate the translations of documents the Hunter places on the Pitch as attachments.

b. The Hunter may ask the Company to make a preselection of the Creative Solutions submitted to its Pitch, defining a number of pre-finalists. The Company charges 100 Euros (excluding VAT) for each preselected idea.

c. The Hunter may ask the Company to write the briefing of the Pitch, with the purpose of making it more effective, by providing all the necessary information. The Company will produce the briefing, submitting it to the approval of the Hunter, and will publish the Pitch, charging 1,500 Euros (excluding VAT) for this service.

d. The Hunter may request the Company support in order to implement the Creative Solution it has chosen. The Company may advise the Hunter to choose the best partner for this implementation, free of any charges.

Each Pitch the Hunter submits the Platform must meet the following procedures:

6.1. The initial stage of the publication of a Pitch by the Hunter is called “Pitch in Draft Status” which will be indicated on the Platform. At this stage, the Hunter must insert all the necessary data to the publishing of the Pitch, namely:

a. Choose the kind of Pitch it wants to start (Creative Pitch or Innovation Pitch);

b. Give the Pitch a name, a description of its objectives, the contracted price, deadline and, if an Innovation Pitch, establish how many Creative Solutions you wish to buy;

c. Select additional services available on the Platform, described in item 5.4;

d. Attach documents to the Pitch: images or other kind of data relevant to the proper creative development of the Creators;

e. Delete the Pitch and all the information about it you have inserted, or

f. Keep your Pitch in Draft Status during a maximum period of 60 days;

i. During this period, the Hunter may access the information you have placed on the Pitch, changing it and reviewing it until it thinks it is over and ready to publish.

ii. The Company reserves itself the right to delete a Pitch in Draft Status from the Platform server, if the Hunter does not order its publishing within 60 (sixty) days.

g. Order the online publishing of the Pitch. From this moment on, the Pitch will be set in “Waiting Status” and may not be checked or edited by the Hunter.

6.2. The phase of “Pitch in Waiting Status” will have the maximum duration of 30 (thirty) days and on this period the following procedures should happen:

a. The Company will send to the user registration tax address an invoice for prompt payment on the amount of the agreed Contracted Price to use of the Platform services and simultaneously will send to the Hunter’s e-mail a copy in PDF file of that invoice;

b. The Hunter agrees to settle the invoice by check or bank transfer, with the Contracted Price by the deadline specified in 6.2;

c. The Company undertakes to place the Pitch online on the Platform as soon as it receives the amount of the Contracted Price to use the services of the Platform, and the Pitch becomes a “Pitch in Active Status”;

 d. If the Company does not receive the stipulated amount of the Contracted Price in a 30 (thirty) days period, as stated in 6.2, the Pitch will go back into “Pitch in Draft Status”, during a 60 (sixty) days maximum period, after which the Company shall act according to item 6.1.f.ii

6.3. The “Pitch in Active Status” phase is the online publication of the Pitch on the Platform, according to the following procedures:

a. The Company undertakes to place the Pitch on the online Platform in a maximum period of 1 (one) working-day from the date it has received the stipulated amount of the Contracted Price, provided that the Hunter has not requested the translation services described in 5.4.a.

b. The Company undertakes to place the Pitch on the online Platform in a maximum period of 4 (four) working-days from the date it has received the stipulated amount of the Contracted Price, provided that the Hunter has requested the translation services described in 5.4.a.

c. The Pitch in Active Status may be fully checked by the registered Creators of the Platform.

d. The Pitch in Active Status may be fully checked by other registered Hunters of the Platform or by individuals not registered on the Platform. However, both will only have access to the public information of your Pitch in Active Status, namely:

i. Name and logo of the Hunter’s Brand (if it chooses not to remain anonymous);

e. The Deadline set by the Hunter will run from the moment the Pitch is set on Active Status and will have a minimum limit of 7 (seven) days, including weekends and holydays, and a maximum limit of 60 (sixty) days, including weekends and holydays.

f. During the interval of time set as Deadline, the Hunter will receive, on its Dashboard Platform, the Creative solutions submitted by the Creators. This will happen until 23:59 GMT of the day set as Deadline.

6.4. The “Pitch in Evaluation Status” phase will start at 00:00h GMT of the following day of the set Deadline and it contains the following procedures:

a. The Hunter will assess all the submissions of its Pitch and will select the number of Creative Solutions it has set to the Pitch, as described in 6.1.b.

b. Within a maximum of 10 (ten) working-days counting from the set Deadline’s last day, the Hunter will identify which is the winning Creative Solution (or Solutions) and then the Pitch is set on “Pitch in Closed Status”.

c. If the Hunter is unable to choose a winner among the received Creative Solutions, it should activate the “Relaunch Pitch” option, within the deadline set in 6.4.b. This option is available on the Dashboard of the Platform and it allows the Hunter to request the reopening of the Pitch, as established in 11.

d. If the Hunter does not identify a winner within the set deadline in 6.4.b, or does not engage contact with the Company in order to reopen the Pitch, it agrees that the Company shall choose the winning Creative Solution(s) and remunerate its authors with the stipulated amount set by the Prize Money published by the Hunter.

6.5. The “Pitch in Closed Status” phase starts from the moment the Hunter has chosen one or more Creative Solutions according to the nature of the Pitch. During it, the Company undertakes to transfer the Intellectual Property Rights of the Creative Solution, according to what is described in 10., then finishing the business relationship established by this Agreement, between Hunter and Company. The Hunter may then make free commercial use of the Creative Solutions it has purchased under this Agreement.

7. SHARING OF THE CREATIVE SOLUTIONS WITH THE HUNTER

7.1. During the Creative Solutions assessment phase, and according to the terms and conditions of this Agreement, the Company will provide the Hunter the electronic access to several Creative Solutions submitted by the Creators replying to the Pitch published by the Hunter.

7.2. The Hunter agrees not to have the right to obtain the identification of the authors of the Creative Solutions in the evaluation phase of the Pitch it has published.

7.3. The Hunter agrees not to have the right to directly contact the authors of the Creative Solutions in the evaluation phase, other than the existing contact forms available on the Platform, at the risk of the Company preventing its access to the Platform, terminating its user account.

8.1. The Hunter accepts its access to the Creative Ideas in the evaluation phase, aiming exclusively to purchase one or more Creative Solutions, according to the objectives set on the Pitch it has published on the Platform.

8.2. The Hunter accepts that in the Creative Solutions evaluation phase it does not own any rights about them and that it is forbidden to use any elements included in each Creative Solution whether for commercial purposes or other.

8.3. The abusive use by the Hunter of aspects included in a Creative Solution in the evaluation phase will entitle the Company to operate all the necessary legal means in order to criminalize the Hunter by breach of the terms and conditions of this Agreement, notwithstanding any liability to the author of that Solution.

9. SELECTION AND ACQUISITION OF A WINNING CREATIVE SOLUTION

9.1. Once the Hunter identifies on the Platform a Creative Solution (or Creative Solutions) it wishes to purchase, the Company will send you an e-mail with a confirmation link that will request the activation by the Hunter, to ensure the acquisition of the Creative Solution.

9.2. Having not received this confirmation e-mail, the Hunter may request the Company to send again this confirmation link, via comercial@ideahunting.net.

9.3. Upon the Hunter’s reception of this confirmation, the Company will transfer to it the intellectual property rights of the selected Creative Solution (or Creative Solutions), as described in 10., making it free to use the Solutions as it understands.

9.4. By selecting a Creative Solution or a set of Creative Solutions, in order to purchase them, the Hunter must accept that it will not have any rights over all the other Creative Solutions it has not chosen, being unable to use them for commercial purposes or other.

9.5. The Hunter understands and accepts that its misuse of information contained in Creative solutions that it has purchased will entitle the Company the right to operate all the necessary legal means in order to criminalize the Hunter by breach of the terms and conditions of this Agreement.

10. TRANSFER OF THE INTELLECTUAL PROPERTY RIGHTS OF THE CREATIVE SOLUTION

10.1. The transfer to the Hunter of all intellectual property rights arising from the Creative Solution (or Creative Solutions) the Hunter has selected to purchase will be made directly by the author of the Creative Solution through the Company, being the transfer effective from the moment that every obligation of the customer has been fulfilled, under this Agreement, providing the Company has received the payment due to the acquisition of the Creative Solutions selected by the Hunter.

10.2. The Company believes that “intellectual property rights” is the following: confidential or other information property of the Creators, rights of authorship, copyrights, know-how, technologies, designs, images, plans, ideas, concepts, maquettes, inventions (whether they were previously patented or registered by their authors or not).

10.3. We will not transfer Third Party Rights, except for the rights of the Creators, which may be included in the Creative Solution (e.g.: images, songs, videos, jingles, fonts and similar) and have been properly identified by the Creator on the submitted Solution to the Pitch as not property of the Creator. It will be the Hunter’s responsibility the acquisition of Third Party Rights that might be included and identified on the purchased Creative Solution.

10.4. The Company will send the Hunter, by mail, the statement issued by the author of the transmission of the intellectual property rights of the Creative Solution bought by the Hunter. Should the Hunter not receive this statement, it may request it to the Company via comercial@ideahunting.net.

10.5. After receiving the statement that stipulates the transfer of the intellectual property rights of the Creative Solution to the Hunter, it may use it accordingly to this transmission.

11.1. The Hunter may reopen a Creative Pitch in which it was unable to select a Creative Solution to purchase, according to the following procedures:

a. During the timeframe to select a Creative Solution, set in 6.4.b., the Hunter should choose the option “Relaunch Pitch”, which can be found on its Dashboard on the Platform.

b. The “Relaunch Pitch” option can only be done once in each Pitch.

c. When relaunching the Pitch, the Hunter must choose one of the following cases:

ii. To increase the Prize Money value, initiating the procedure described in 6.2;

iii. To perfect the Briefing of the Pitch, where changes will be subject to the Company’s approval, according to what is set in 11.1.e;

iv. To combine some or all of the previous options;

d. The Company reserves itself the right to check the contents of the relaunched Pitch and to prevent its publishing if it understands that its content has been structurally changed, being considered a new Pitch.

e. If the Company deems that the contents changes are not a refinement of the Pitch Briefing, but a whole new Briefing to the same Pitch, it will contact the Hunter by e-mail and with its approval will charge it the set in 4.3.b., starting the process described in 6.2.

11.2. The Hunter may reopen an Innovation Pitch in which it was unable to select the number of Creative Solutions previously set to purchase, according to the following procedures:

a. During the timeframe to select a Creative Solution, set in 6.4.b., the Hunter should choose the option “Relaunch Pitch”, which can be found on its Dashboard on the Platform.

b. The “Relaunch Pitch” option can only be done once in each Pitch.

c. When relaunching the Pitch, the Hunter must choose one of the following cases

i. To extend the Deadline to get Solutions;

ii. To increase the Prize Money value, initiating the procedure described in 6.2;

iii. To perfect the Briefing of the Pitch, where changes will be subject to the Company’s approval, according to what is set in 11.1.e;

iv. To combine some or all of the previous options;

d. If the Hunter has chosen some Creative Solutions, although fewer than the number it had set on the original Pitch, these will be attached to its Pitch on the Dashboard of the Hunter on the Platform. When the Pitch is relaunched, the Hunter may only select the number of Creative Solutions enough to make up the number that it has contracted on the original Pitch, including the number of Creative Solutions it has selected on the original Pitch.

12.1. To publish its Pitch online, the Hunter must pay in advance, by check or bank transfer, the amount of the contracted price for the use of the service of the Platform, after receiving an invoice sent by the Platform’s owner Company:

 Projecto Manhattan Ltd Travessa Particular à Rua da Centieira, 8 1800-300 Lisbon Portugal TAX NUMBER: 508 004 330

Address: Avenida Engº Duarte Pacheco, C.C. Amoreiras Loja 5004, 1070-103 Lisbon, Portugal

IBAN: PT50 0033 0000 4532 7138 9250 5  BIC/SWIFT: BCOMPTPL

12.1. The costs of bank transfers should be entirely borne by the Hunter.

12.2. In case of non-payment of the service or incorrect payment, it applies the set in 6.2.d.

13. ACQUISITION OF ADDITIONAL CREATIVE SOLUTIONS

13.1. The Hunter may purchase additional Creative Solutions to the ones it got under a Pitch it has published, simply by informing the Company of its intention by sending an e-mail to comercial@ideahunting.net.

13.2. The cost of each additional Creative Solution will be equal to the Prize Money the Hunter has set to purchase a Creative Solution when launching the Pitch, plus a 20% fee for using the services of the Platform and excluding VAT.

13.3. The company undertakes to transfer to the additional Creative Solutions authors the Prize Money amount concerning these acquisitions.

13.4. The additional purchase of Creative Solutions by the Hunter will require an amendment to this Agreement, which will contain the additional Creative Solutions.

13.5 Despite the billing and payment being made through the Company, this Company is just an intermediary in the contract, therefore not being responsible by any breach of it.

14.1. If at the conclusion of the Deadline to submit Creative Solutions to a Pitch there has been less than 5 (excluding) Creative Solutions, if the Hunter does not show intention to relaunch the Pitch, the Company undertakes to repay to the Hunter the full value of the set Prize Money to the Creative Solution (or Creative Solutions) and to declare the Pitch null.

14.2. If at the conclusion of the Deadline to submit Creative Solutions about a Pitch that has been relaunched with at least 14 days of extended deadline, there has been less than 5 (excluding) Creative Solutions, the Company undertakes to repay to the Hunter the full value of the set Prize Money to the Creative Solution (or Creative Solutions), deducting, in the case of Innovation Pitches, the amounts aimed to pay the Creative Solutions selected by the Hunter on the original Pitch.

14.3. If the Hunter does not select Creative Solutions or relaunch the Pitch within the deadlines set by the platform, described in 6.4.b, the Company undertakes the right to select a Creative Solution (or Creative Solutions) on behalf of the Hunter and to proceed to the transfer of the Prize Money to its authors. The Company undertakes to make this selection within 7 working-days after the deadline for the decision of the Hunter.

14.4. The Company reserves the right to publish online on the website www.ideahunting.net the results of a Pitch whose Creative Solution has been decided by it, according to what is described in 14.3.

15.1. The Hunter guarantees under the terms and conditions of this Agreement that:

a. It is a legitimate representative of the Company referred in 1.1. and inserted in its user registration of the Platform, and that it is authorized by it to provide information about its business and other data without infringing Third Party Rights, such as copyrights, patents, author rights, property rights, confidentiality rules, etc.

b. It has legitimacy and authority to accept the terms and conditions of this Agreement and to launch a Pitch in the Platform.

c. The execution of this Agreement does not mean any contractual, legal or organizational breach of the obligations that the Hunter has to the entity it represents or to third parties.

d. By posting information on the Platform, the Hunter is authorizing its administrators and the registered Creators to make use of that material without restriction.

e. By posting information on the Platform, the Hunter is tacitly declaring that it is or is part of corporate entity with legal existence and duly registered in its country of origin, in accordance with the rules and jurisdiction of that country.

f. The Hunter is entirely responsible for all content it publishes on the Platform and by doing so it is tacitly ensuring to the Company that it has legal power or copyrights of such contents.

15.2. The Hunter pledges not to breach the stated in the this Agreement, by not making any abusive use of the Creative Solutions submitted to its Pitch and to which it has not acquired its intellectual property rights and/or others.

15.3. The Hunter accepts to indemnify the Company in the amount of court fees and others that it incurs, concerning any legal proceedings that may be brought by third parties, for infringement of Third Party Rights or breaches and/or contractual conflicts created by the Hunter.

15.4. If the Creator is a Company, by submitting its Creative Solution to the Platform, it is tacitly declaring that:

a. It is a Company with legal existence and duly registered in its country of origin, in accordance with the rules and jurisdiction of that country.

b. It has legitimacy and authority to accept the terms and conditions of this Agreement and to submit the Creative Solution to the Platform.

16.1. The Hunter and the Company acknowledge that the unauthorized sharing with third parties of any Creative Solution, before its purchase, may damage the Creator.

16.2. The Hunter pledges to take actions to respect the confidentiality of the Creative Solutions submitted to its published Pitch.

16.3. Despite carrying out efforts to maintain the confidentiality of the Creative Solution of the Creator, the Company can not be liable by the Creator of the negligence of the Hunter in protecting from a third party the confidentiality of the Creative Solution the Creator has submitted.

16.4. The Company undertakes to keep confidential all the information that the Hunter has entered in its user registration page, with the following exception, that will by publicly available on the Platform whenever it publishes a Pitch:

a. Logo, name and/or brand of the entity the Hunter represents (whenever it does not choose to keep this information anonymous).

b. Business area of the entity the Hunter represents.

16.5. The Company agrees to limit the access to the information published by the Hunter on its Pitch, as follows:

a. Only users registered as Creators and the Platform administrators can fully access the information in the Pitch published by the Hunter.

b. Users registered as Hunters, other than the author of the Pitch, and the non registered visitors of the Platform will have limited access to the information of the Pitch published by the Hunter, as described in 6.3.d.

17.1. The Hunter understands and accepts that the Company may not be liable, in any event, by the misconduct of the Creators when submitting Creative Ideas about its published Pitch on the Platform, or by the non-compliance by the Creators of the service usage Terms and Conditions available on the Platform.

17.2. The Hunter understands and accepts that the Company may not be liable, in any event, by the breach of the service usage Terms and Conditions and/or the Privacy Policy by the Creator.

17.3. The Hunter understands and accepts that the Company may not be liable, in any event, by the nature of the contents published by the Creators on their submitted Creative Solutions or by the published contents by the Creators on the Comments Box of the Pitch.

17.4. The Hunter understands and accepts that it may not come into direct contact with the Creator except through the communication channels available on the Platform. Should this happen, the Hunter will be unable to access the Platform and the Company will be responsible by the selection of a Creative Solution (or Creative Solutions), if the Pitch is not in Closed Status.

17.5. The Company reserves the right to terminate or suspend, at any time and without notice, the services provided by the Platform.

17.6. Should the Company suspend the services of the Platform during a Pitch that has already been paid by the Hunter, it undertakes to repay the Hunter, by check or bank transfer, the value of the Contracted Price for the services of the Platform, fully assuming the entire bank charges associated with such transfer.

a. The terms and conditions on how should the Hunter submit a Pitch on the Platform.

b. An Appendix (A), containing all the elements of the submitted Pitch of the Hunter.

19.1. This Agreement is governed in accordance with the Portuguese law.

19.2. Any disputes arising under this Agreement shall be settled in the County Court of Lisbon.

Last update in 12.01.2012