ONLINE IDEA MANAGEMENT AGREEMENT

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BY YOU INDICATING YOUR ACCEPTANCE OF THIS MANAGEMENT AGREEMENT OR ACCESSING OR USING

CERTAIN FEATURES AND FUNCTIONALITY OF THE PLATFORM, YOU ACCEPT ALL OF THE TERMS AND

CONDITIONS OF THIS MANAGEMENT AGREEMENT.

IF A PARTY IS ACCEPTING THIS MANAGEMENT AGREEMENT ON BEHALF OF A COMPANY OR OTHER

LEGAL ENTITY, SUCH PARTY REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH COMPANY

OR OTHER LEGAL ENTITY TO THIS MANAGEMENT AGREEMENT, AND CUSTOMER, YOU AND YOUR AS

USED IN THIS MANAGEMENT AGREEMENT WILL MEAN THE COMPANY OR LEGAL ENTITY.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS MANAGEMENT AGREEMENT, THEN DO

NOT ACCESS AND USE THE PLATFORM TO CREATE YOUR IDEAS. YOU AGREE THAT THIS MANAGEMENT

AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.

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1. INTRODUCTION

This Online IDEA Management Agreement (“Management Agreement”) constitutes a binding legal agreement by and

between you, an individual (“User”, “you,” “your”), and Big Idea Inc. (“Big Idea”, “we”, “us”, “our”)(each Big Idea and

User referred to as a “Party”, and collectively Big Idea and User as the “Parties”).

The Parties agree that the terms and conditions of the Terms of Use (including the policies referenced in the Terms of

Use) are incorporated into this Management Agreement. Further, Customer agrees to comply with the Terms of Use.

This Management Agreement describes the use of the Platform to manage your intellectual property asset (“IDEA” or

“Intellectual Digital Encrypted Asset”).

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The Platform includes features that will update the Public Ledger to track information about the transactions

associated with your IDEAs. You agree and understand that any entries in the Public Ledger will be public, and will

remain available to the public regardless of whether you have terminated your access and use of the Platform and

your Account. For purposes of clarification, “Public Ledger” means the public distributed ledger that records many

entries, where the entries are securely linked with the prior entries, and each entry includes a timestamp and

transaction information.

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Defined terms are as specified throughout this Management Agreement and the Terms of Use (including the policies

referenced in the Terms of Use), and are identified in quotes. The singular meaning of a defined term will have the

same meaning as the plural meaning and visa versa. When section is used, it is referring to a section of this

Management Agreement.

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The “Effective Date” of this Management Agreement is the date when you accessed and used the specific features

and functionality of the Platform to manage your IDEAs in your Account.

You retain any and all rights which may exist in your IDEAs and Files. You agree that the Tokenization of your IDEAs

is a representation of your rights, and this Tokenization will be used to represent ownership, attribution, authorship,

and other designations which are linked to your IDEAs.

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2. OUR OBLIGATIONS

We will be responsible for issuing a digital representation of your IDEA to the public Ledger (“Tokenize”,

“Tokenization”), including updating the Public Ledger based upon when you create your IDEAs and based upon your

requests associated with adding Files, modifying your IDEAs; and any transactions associated with your IDEAs.

Further, we will be responsible for Managing your IDEAs and processing your signature when Electronically Signing

Contracts with us, as applicable, and any agreements with Other Users within the Platform.

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3. YOUR OBLIGATIONS

You are and will be responsible for managing the settings within your Account to appropriately protect your IDEA.

You are and will be responsible for the accuracy, quality, and legality of your IDEA, including your use of your IDEA

within the Platform.

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You are and will be responsible for the accuracy, quality, legality of any files and documents that are posted,

uploaded, or stored to the Platform that are related to your IDEA (“Files”).

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4. RIGHTS WE GRANT YOU

Subject to your compliance with the terms and conditions of this Management Agreement, the payment of Fees, and

during the Term, we grant you a limited, personal, revocable, non-exclusive, non-transferable, non-assignable,

non-sublicensable right to (a) access and use certain features and functions of the Platform to create, maintain, and

sell or transfer your IDEAs within the Platform, and (b) use our guides, manuals, handbooks, and other information

relating to the Platform, updated from time to time, in whatever form or regardless of the media on which it may be

contained, stored or transmitted through the Platform (“Documentation”) for the purpose of accessing and using the

Platform.

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5. RIGHTS YOU GRANT US

You grant us, directly and indirectly, a non-exclusive, worldwide, transferable, royalty-free license to:

● Tokenize your IDEAs;

● receive, use, collect, host, store, copy, reproduce, distribute, display, perform your IDEAs;

● allow the updating of your IDEAs;

● receive, use, collect, host, store, copy, reproduce, distribute, display, perform your Files;

● allow the updating of your Files;

● allow the sharing, sale, and transfer (“Managing”) of your IDEAs with Other Users;

● allow the Managing of your Files in combination of your IDEAs with Other Users;

● process your signature for the Electronic Signing of Contracts with us, as applicable, within the Platform;

● process your signature for the Electronic Signing of agreements with Other Users within the Platform; and

● update the Public Ledger to track information about the transaction associated with your IDEAs.

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6. CONFIDENTIALITY

“Confidential Information” means any information of a confidential or proprietary nature that is disclosed by you to us

under this Management Agreement, in written or oral form, including but not limited to, technical, financial, marketing,

commercial, legal, reports, drawings, designs, data, manufacturing or other processes, inventory, customer lists,

customer information, any information that by its nature would be deemed confidential, and/or any information from

third parties that you have agreed to treat as confidential and are authorized to disclose under this Management

Agreement. The Parties agree that the terms and conditions of this Management Agreement will be deemed

Confidential Information.

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We will (a) maintain the confidentiality of the Confidential Information using the same degree of care that we employ

to maintain the confidentiality of our own confidential information, but no less than a reasonable degree of care; (b)

disclose only to those individuals who have a need to know and who have signed an agreement with us to protect

your Confidential Information; (c) not disclose to any third party the Confidential Information except to our legal and

financial advisors who have a need to know and who have signed an agreement with us; and (d) use the Confidential

Information only to fulfill our rights and obligations under the terms of this Management Agreement.

This Management Agreement imposes no obligation upon us with respect to Confidential Information that: (a) is

known at the time of disclosure by us, without an obligation of confidentiality; (b) is, or becomes publicly know,

through no fault of us; (c) is developed by us independent of, and without use, access to, or reference to the

Confidential Information; or (d) is rightfully obtained by us from a third party without an obligation of confidentiality.

In the event that we are requested or required in a court or administrative proceeding, by court order or subpoena to

disclose your Confidential Information, without any liability to us. We will have no obligation to notify you of such

requests.

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We may report any activity that we suspect violates any law or regulation to the appropriate law enforcement

authorities, regulators, or other appropriate third parties. Our reporting may include disclosing any of your Confidential

Information, that is necessary for the investigation and prosecution of the violation, without any liability to us. We will

have no obligation to notify you of such reports.

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In the event that we (a) are contacted by any law enforcement authorities, regulators, or other appropriate third

parties, or (b) receive a court order or subpoena for violation of any law or regulation, then we will cooperate fully and

provide any of your Confidential Information, that is requested or necessary for the investigation and prosecution of

the violation, without any liability to us. We will have no obligation to notify you of such requests.

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7. REPRESENTATIONS AND WARRANTIES

You represent and warrant that you are not and will not be included on any list of entities or individuals maintained

and updated by the Department of Commerce, Bureau of Industry and Security, or any successor or replacement

agency (“BIS”) and the United States Department of Treasury’s Office of Foreign Assets Control, or any successor or

replace agency (“OFAC”) to whom the export of certain types of technology, materials, and information is prohibited

by United States laws.

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You represent and warrant that:

you own or have received the rights to create and register your IDEAs;

you own or have received the rights to Tokenize your IDEAs;

you own or have received the rights to post, upload, and store your IDEAs and Files on the Platform;

your IDEAs do not and will not violate any laws or regulations (including privacy and export laws and regulations);

your Files do not and will not violate any laws or regulations (including privacy and export laws and regulations);

your IDEAs do not and will not infringe or misappropriate the intellectual property rights of another party;

your Files do not and will not infringe or misappropriate the intellectual property right of another party;

you have not and will not post, upload, or store your IDEAs to the Platform which incorporate Viruses;

you have not and will not post, upload, or store your Files to the Platform which incorporate Viruses; and

that you have and will have sufficient rights to grant the licenses to us, as specified above.

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8. INDEMNIFICATION

You agree to indemnify us and hold us harmless from or against any and all third party claims, actions, and demands

(“Third Party Claims”), in each case including any related liabilities, losses, damages, judgements, settlements, costs,

and expenses (including reasonable attorneys’ fees) that are awarded against us, or agreed in settlement by you

insofar as such Third Party Claims were related to or arise from one or more of the following: (a) your IDEAs infringe

or misappropriate the intellectual property rights of a third party; (b) your Files infringe or misappropriate the

intellectual property rights of a third party; and (c) your breach of your representations and warranties as specified in

this Management Agreement.

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We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are

required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any

matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or

proceeding upon becoming aware of it.

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9. LIMITATION OF LIABILITY

The limitation of liability will be governed by section 16 of the Terms of Use.

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10. TERMINATION

Prior to termination of your Account, you should make a copy of your User Content, IDEAs, and Files, for your own

records. After you terminate your Account, we have no obligation to maintain any of your User Content, IDEAs, and

Files, unless we are required by law.

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After your Account is terminated, this Management Agreement will terminate, except that the following provisions will

continue to apply: section 1, last paragraph (Introduction); section 6 (Confidentiality); section 7 (Representations and

Warranties); section 8 (Indemnification); and any other provisions that by their nature will survive termination of this

Management Agreement.

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11. CHANGES TO THIS MANAGEMENT AGREEMENT

From time to time, we may modify the terms of this Management Agreement. If we make changes to this

Management Agreement, we will provide you with notice by displaying a prominent notice on our website or our

Platform or by

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12. CONTACT US

We welcome comments, questions, concerns, or suggestions. Please send us a message via email at

legal@bigideaplatform.com.

This Management Agreement was last updated: December 22, 2023

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