Official Rules

Last revision: April 23, 2008 Version 3

1. HOW TO ENTER: Entry into the SemanticHacker $1M Innovators’ Challenge (“Challenge”) sponsored by TextWise, LLC (“Sponsor”) begins at 9:00 A.M. (EST) on Wednesday, March 19, 2008 and ends at 11:59 P.M. (EST) on Wednesday, June 18, 2008 (the “Entry Period”). Sponsor’s servers and clock shall be deemed the official time for the Entry Period to begin and end. Proof of an entry does not constitute proof of receipt by Sponsor. To enter, each Entrant must log onto http://www.semantichacker.com/challenge/how-to-enter during the Entry Period, complete the appropriate entry form following the instructions provided and include either an software prototype, business plan or both.

2. CRITERIA FOR ENTRY: Each entry must be the original creation of the Entrant. Entries that do not meet the requirements outlined in these Official Rules may be disqualified at Sponsor’s sole discretion. Each Entrant may submit more than one entry. Entrants are responsible for all costs associated with preparing and submitting their application prototype and/or business plan. All entries that violate any intellectual property, local, state or federal laws or violate Entrant’s employer’s policies will be deemed ineligible. Sponsor is not responsible for lost, misdirected, late, illegible, incomplete or unintelligible entries or by any of the equipment or programming associated with or utilized in this Challenge, or by any technical or human errors that may occur in submitting, receiving or processing entries.

3. ASSIGNMENT OF RIGHTS: Upon entry into the Challenge, Entrant shall grant TextWise an irrevocable, royalty-free, perpetual, non-exclusive worldwide right and license under its intellectual property (including without limitation patent) rights to use the entry for all uses throughout the world. If Entrant is selected by Sponsor to receive the award, Entrant will irrevocably assign and transfer all rights, title and interest in their entry, including but not limited to their copyrights, patent(s) rights and all other proprietary or intellectual property rights to the Sponsor. Entrants agree to any additional written authorization, assignment or other documentation requested by the Sponsor in connection with the transfer and assignment of rights to their entry, and such written documentation will be required as a condition of selection.

4. JUDGING: All qualified entries will be judged by a panel of judges selected by the Sponsor (“Panel”). The Panel is subject to change or modification at any time at the sole discretion of the Sponsor. The panel may change depending upon the number of applications received. The Panel may be drawn from:

(a) Venture capitalists from the Rochester community;

(b) Members from our Board of Advisors who are former executives from the search and online advertising community;

(c) Members from the semantic developer community;

(d) Members from the TextWise team.

The Panel may select one Entrant to receive the award based on their entry using the following judging criteria:

(a) The potential to generate revenue via an application that can have demonstrable commercial viability and have the potential for significant financial impact on the application space to which it is applied;

(b) The uniqueness of the idea;

(c) How it utilizes TextWise’s base technology;

(d) How it solves a problem for the intended user/consumer/business audience.

Any of the above judging criteria is subject to change, modification, or elimination at the sole discretion of the Sponsor and/or the Panel and without any prior notification to the Entrant.

5. ELIGIBILITY: An Entrant can be a single individual; or a company, partnership or other legal entity domiciled and headquartered in the United States. If an individual, Entrants must be US citizens or permanent legal US residents (green card holders) of one of the 50 United States (includes DC) and 18 years of age or older at the time entries are submitted. The Challenge and these Official Rules are void where prohibited by law. By entering, each Entrant represents and warrants that the entry submitted is original and was created solely by the named Entrant. Employees of Sponsor and each of their respective parent companies, subsidiaries, affiliates, sales representatives, agencies, retailers, wholesalers, distributors, and promotional and other vendor agencies, but only if such entities are involved in the promotion of this Challenge, and the immediate relatives (spouse, child, sibling, parent) and those residing in the households of all such employees, are not eligible. The Challenge is void where prohibited or restricted by law.

6. SELECTION: The total amount of each award available under this Challenge is $1,000,000. If your software prototype and/or business plan is selected by Sponsor, you will receive an initial amount of $100,000, “Initial Payout” and may be eligible to receive up to a total of one million dollars (US$1,000,000). Subject to the terms and conditions of a Revenue Sharing Agreement between you and Sponsor, you will be eligible to participate in a Revenue Sharing Agreement and receive 50% of revenue generated by TextWise using your software prototype and/or business plan idea for a period of one (1) year from the launch date of your software prototype and/or business plan is made publicly available by Sponsor (“Revenue Sharing Payment”). The total maximum potential payout under this Challenge is $1,000,000 inclusive of the Initial Payout and all Revenue Share Payments. Participation in the Revenue Sharing Agreement is not required to receive the Initial Payout. TextWise does not claim or promise to select any Entrant or dispense any money if, in the Sponsor’s sole discretion, none of the entries meet the Sponsor’s Challenge criteria. All awards will be made in United States dollars. Awards are made as unrestricted gifts to the Entrant. ALL NECESSARY AND APPLICABLE TAXES ARE THE SOLE RESPONSIBILITY OF THE ENTRANT. TextWise may, at its sole discretion, offer employment to an Entrant as a result of their entry in the SemanticHacker $1M Innovators’ Challenge. Participants are under no obligation to accept this employment and their acceptance of employment has no impact on the selection process of this Challenge.

7. ADDITIONAL CONDITIONS OF PARTICIPATION: Notification of a selection will be made on an individual basis to the Entrant, solely by email to the Entrant's email address Entrant submitted to Sponsor on the entry form, within 12 weeks after the close of the Challenge, which is Wednesday, September 10, 2008. The Entrants agree to be bound by the terms of these Official Rules and by the decisions of the Sponsor, which are final and binding on all matters pertaining to the Challenge. The selected Entrant will be required to sign and return an Affidavit of Eligibility, Liability/Public Release, and provide any additional tax filing information (such as W-9, social security number or Federal tax ID number) within fourteen (14) days following notification of selection; and if a selected Entrant wants to participate in the revenue sharing program and TextWise consents in its sole discretion, such Entrant will be required to sign a separate Revenue Sharing Agreement. The Affidavit of Eligibility will certify, among other things, the selected application submitted as an entry is original and was created solely by the Entrant. Failure to comply with these terms may result in forfeiture of the selection. Acceptance of selection by Entrant constitutes permission for Sponsor and its agencies to use selected Entrant’s names and/or likenesses for advertising and promotional purposes without additional compensation, unless prohibited by law. By participating in the Challenge, each Entrant agrees to hold Sponsor, its parents, affiliates and subsidiaries, and their respective directors, officers, and employees harmless for any injury or damage caused or claimed to be caused by the Entrant’s participation in the Challenge. Sponsor is not responsible for any typographical error in any materials associated with the Challenge.

8. TREATMENT OF ENTRY MATERIALS: By submitting an entry to the Challenge, each Entrant warrants that it has the sole authority as sole owner of its entry to provide it to the Sponsor, and that its entry and any other materials or information provided by it in connection with the Challenge (“Submission Materials”) do not infringe or misappropriate any intellectual or other property right of any other person or entity, including any patent or trade secret. Each Entrant understands that its Submission Materials are non-confidential and may be made public, in whole or in part. Further, Sponsor and its affiliates shall have the right to otherwise use and disclose any Submission Materials in connection with the Challenge. The Entrant acknowledges that Sponsor or its affiliates may currently or in the future be developing information internally, or receiving information from other parties, that is similar to Submission Materials. Any entry may be eliminated, in the Sponsor’s sole discretion (i) if it is not consistent with Sponsor’s reputation in the marketplace, including its reputation for quality and integrity or (ii) if it does not reflect the goals of the Challenge.

9. SPONSOR RIGHTS AND REMEDIES:

9.1 Sponsor is not responsible for transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission, theft or destruction or unauthorized access to or alterations of entry materials, or for technical, network, telephone equipment, electronic, computer, hardware or software malfunctions or limitations of any kind, or inaccurate transmissions of or failure to receive entry information by Sponsor on account of technical problems or traffic congestion on the Internet or at any web site or any combination thereof. Sponsor is not responsible for injury or damage to any Entrant’s or any other computer resulting from downloading any materials in connection with the Challenge. If for any reason the Challenge is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity, or proper conduct of this Challenge, Sponsor reserves the right at its sole discretion to change these Official Rules or cancel, terminate, modify or suspend the Challenge. Sponsor reserves the right to select Entrants from eligible entries received as of the termination date.

9.2 TO THE EXTENT PERMITTED BY LAW, ENTRANT INDEMNIFIES SPONSOR, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY LIABILITY, CLAIMS, LOSSES, DAMAGES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES) RESULTING, ARISING OUT OF, OR ACCRUING FROM: (A) ANY ACT OR OMISSION OF THE ENTRANT AND/OR A BREACH OF ANY ENTRANT WARRANTY IN THESE OFFICIAL RULES, (B) ANY MATERIAL UPLOADED OR OTHERWISE PROVIDED BY THE ENTRANT THAT INFRINGES ANY COPYRIGHT, TRADEMARK, TRADE SECRET, TRADE DRESS, PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY PERSON OR DEFAMES ANY PERSON OR VIOLATES THEIR RIGHTS OF PUBLICITY OR PRIVACY, (C) ANY MISREPRESENTATION MADE BY THE ENTRANT IN CONNECTION WITH THE CHALLENGE, (D) ANY NON-COMPLIANCE BY THE ENTRANT WITH THESE OFFICIAL RULES, (E) CLAIMS BROUGHT BY PERSONS OR ENTITIES OTHER THAN THE PARTIES TO THESE OFFICIAL RULES ARISING FROM OR RELATED TO THE ENTRANT'S INVOLVEMENT WITH THE CHALLENGE, AND (F) ANY INJURY OR DAMAGE CAUSED OR CLAIMED TO BE CAUSED BY PARTICIPATION IN THE CHALLENGE, EXCEPT TO THE EXTENT THAT ANY DEATH OR PERSONAL INJURY IS CAUSED BY THE NEGLIGENCE OF SPONSOR.

9.3 These Official Rules shall be governed by, subject to, and construed in accordance with the laws of the State of New York, United States of America, excluding all conflict of law rules. If any provision(s) of these Official Rules are held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect. To the extent permitted by law, the rights to litigate, seek injunctive relief or make any other recourse to judicial or any other procedure in case of disputes or claims resulting from or in connection with this Challenge are hereby excluded, and all Entrants expressly waive any and all such rights.

9.4 By entering the Challenge, you agree that exclusive jurisdiction for any dispute, claim, or demand related in any way to the Challenge, except as to any claim involving the construction or scope of any patent claim, will be decided by binding arbitration. All disputes between you and Sponsor, of whatsoever kind or nature arising out of these Official Rules, shall be submitted to Judicial Arbitration and Mediation Services, Inc. ("JAMS") for binding arbitration under its rules then in effect in the Rochester, NY, USA area, before one arbitrator in accordance with its applicable arbitration rules.

10. ADDITIONAL RULES: Entry constitutes acceptance of all Official Rules. All federal, state and local laws and regulations apply. Entrants assume all liability for any injury or damage caused, or claimed to be caused, by participation in this Challenge or their redemption or use of any monies received. Sponsor provides no warranty of any kind for the Challenge. By participating in this Challenge, Entrants agree to be bound by the Official Rules and the decisions of the Sponsor, whose decisions are final. Sponsor is not responsible for any typographical or other error in printing, or in the offering or the announcement of prizes. Sponsor is not responsible for lost, late, mutilated, misdirected, undelivered, or illegible entries or notifications. If for any reason the integrity or intended proper conduct of this Challenge is compromised, Sponsor reserves the right to terminate, modify or suspend the Challenge. Sponsor further reserves the right to disqualify any individual found to be tampering with the entry process or the operation of the Challenge or web site; to be acting in violation of these Official Rules; or be acting in an illegal or disruptive manner or with intent to annoy, abuse, threaten, or harass any other person. ANY ATTEMPT TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE INTERNET PORTION OF THE CHALLENGE IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM THOSE RESPONSIBLE TO THE FULLEST EXTENT OF THE LAW.

11. SPONSOR: This SemanticHacker $1M Innovators’ Challenge is sponsored by TextWise, LLC 274 North Goodman Street, Rochester, New York 14607.