Definition of Service

Evisors.com provides a platform where Customers can locate an Expert and ask for advice or services. Evisors will enable a Customer to communicate with Experts. This communication may or may not require the Customer to pay for services provided by Experts. Evisors makes no representation or warranty whatsoever as to (a) the willingness or ability of any Expert to give advice, (b) whether the Customer will find the advice given by an Expert satisfactory, (c) whether the advice of the Expert will provide an adequate solution to the Customer’s question(s) or (d) whether the Expert’s advice will otherwise be suitable to the Customer’s needs.

Evisors does not refer, endorse, recommend, verify, evaluate or guarantee any advice, information or other services provided by Experts. Customers should not consider anything to be a referral, endorsement, recommendation or guarantee by Evisors of an Expert’s advice, information or other services. Evisors does not guarantee the validity, accuracy, completeness, safety, legality, quality or applicability of the content on the Site and anything spoken or written by its Experts, including any information contained in an Expert listing. Evisors will not be liable for any damages sustained due to reliance by Customer on information or advice provided by any Expert. The advice or information provided by our experts is for informational purposes only and cannot be considered a substitute for professional advice.

Customer hereby releases and agrees to hold harmless Evisors, its directors, shareholders, officers, members, managers, employees, agents, successors, advisors, consultants and assigns from any and all causes of action, claims of any nature and damages resulting from the advice of Experts accessed through the Site or from the content of the Site.

Disclaimer of Warranty and Limitation of Liability

THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE EVISORS.COM SERVICE IS PROVIDED “AS IS”, AND THEREFORE THE CUSTOMER WILL NOT HAVE ANY CLAIM OR DEMAND VIS-A-VIS EVISORS IN RESPECT TO EVISORS’S EXPERTS, PROPERTIES, LIMITATIONS OR COMPATIBILITY WITH THE CUSTOMER'S NEEDS. THE USE OF EVISORS.COM IS AT THE CUSTOMER'S SOLE RISK. TO THE FULLEST EXTENT OF THE LAW, EVISORS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY.

EVISORS EXPRESSLY DISCLAIMS ALL WARRANTIES FOR INFORMATION POSTED OR TRANSMITTED BY EXPERTS. IF A CUSTOMER DECIDES TO RELY ON INFORMATION PROVIDED BY AN EXPERT FOLLOWING THE USE OF EVISORS.COM, THE CUSTOMER MUST EXERCISE A HIGH STANDARD OF CARE. THE CUSTOMER SHALL NOT HAVE ANY CLAIM OR DEMAND VIS-A-VIS EVISORS, ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS IN RESPECT TO ANY SERVICE OR ADVICE THE CUSTOMER DECIDES TO RECEIVE AND/OR RELY ON. EVISORS WILL NOT BE DEEMED THE PROVIDER OR RECIPIENT OF ANY SERVICES OR INFORMATION ACQUIRED THROUGH EVISORS.COM. THE PURCHASE OF SERVICES IS EFFECTED AT THE CUSTOMER'S SOLE RISK.

UNDER NO CIRCUMSTANCES WILL EVISORS, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS BE LIABLE TO ANY CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER IN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION OR ARISING FROM THE SERVICES OR ANY PROVISION OF THIS AGREEMENT. EVISORS, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS’ AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY PAID BY A CUSTOMER TO EXPERTS THROUGH EVISORS.COM IN THE SIX MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT EVISORS DISCLAIMS ANY LIABILITY WITH RESPECT TO ANY CLAIM, SUIT OR ACTION BROUGHT BY AN EXPERT IN CONNECTION WITH PAYMENT FOR SERVICES BY THE CUSTOMER AND CUSTOMER AGREES TO INDEMNIFY AND HOLD EVISORS HARMLESS IN CONNECTION WITH ANY SUCH CLAIM.

IN THE EVENT OF A DISPUTE REGARDING ANY TRANSACTION CONDUCTED THROUGH EVISORS.COM, THE CUSTOMER HEREBY RELIEVES EVISORS, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS FROM ALL MANNER OF ACTIONS, CLAIMS OR DEMANDS AND FROM ANY AND ALL LOSSES (DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL), DAMAGES, COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, COURT COSTS AND ATTORNEYS' FEES, WHICH THE CUSTOMER MAY HAVE AGAINST ONE OR MORE OF THE ABOVE.

Customer's Conduct

You warrant and declare that while you are using Evisors.com you will agree to and act according to the following rules:

• Evisors is not involved in any transactions between Customer and Expert. Evisors does not control or verify the quality, relevance or accuracy of the advice, whether the Expert is qualified to provide the specific advice, whether the Expert is categorized correctly or in the most appropriate category to provide the advice sought by the Customer, the accuracy of any postings on the Site or any transmissions through it by Customers or Experts.

• Customer will not make arrangements outside of the Evisors platform to have paid relations or any contact with Experts contacted through Evisors.com without written consent from Evisors or its agents.

• Customer agrees that any information or content that he or she posts, transmits or receives through Evisors.com will not be considered confidential. Customer grants Evisors.com an unlimited, irrevocable, royalty-free license to use, reproduce, display, edit, copy, transmit, publicly perform, create derivative works, or communicate to the public any such information and content on a world-wide basis.

• Customer consents to Evisors.com collecting and processing any personal information, as per the terms of Evisors’s Privacy Policy.

• All interactions between Customer and Expert will be billed through Evisors regardless of if the interaction is online or offline. Customer agrees to abide by the pricing terms agreed upon with an Expert while utilizing Evisors.com and to pay Evisors for all services rendered to Customer by Experts.

• Customer will not take any actions that may undermine, disrupt or manipulate the integrity of the Customer feedback (rating) system on the Site.

• Customer will not interfere with or disrupt the Evisors.com servers or networks connected to the Site.

• Customer will not attempt to gain unauthorized access to other computer systems or networks connected to the Site.

• Customer will not transmit through the site any unlawful, harassing, libelous, privacy invading, abusive, threatening, defamatory, vulgar, obscene, racist, harmful, or otherwise objectionable material of any kind.

• Customer will not disobey or breach this Agreement or any other applicable instructions conveyed by Evisors.

• Customer will not violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code.

• Customer will not upload, post, e-mail, transmit or otherwise make available: (A) any information or material that infringes upon a third party right, especially intellectual property rights; (B) any third party advertisements, including banner exchange services; (C) any software viruses, Trojan horses, worms or any other malicious application; or (D) any information or material which may constitute or encourage conduct that is a criminal offense, civil wrong or which otherwise violates any applicable law.

• Evisors enables the transfer of files between Customers and Experts. Opening any such files is at the sole risk of the Customer. It is the Customer's responsibility to scan such files with an anti-virus software application prior to opening them. Evisors is not responsible for any the transfer of any computer viruses, malicious software or other damage resulting from opening such files.

• Customer will not stalk, threaten or harass Experts or other Customers or infringe upon or attempt to infringe upon their privacy.

International Users

Evisors makes no claim that the content of the Site is appropriate or may be downloaded outside the United States. If you access the Site from a location outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction regarding online conduct and acceptable content.

Modifications and Termination of Evisors.com

Evisors reserves the right in its sole discretion, and from time to time, to modify or discontinue, temporarily or permanently, the services in Evisors.com, with or without notice to Customer. Customer agrees that Evisors shall not be liable to Customer or any third party for any modification or discontinuance of Evisors.com's services or for any losses or damages that may result to Customer from such discontinuation or interruption of service.

Evisors's services depend on various factors such as software, hardware and communications networks of Evisors, its contractors and suppliers and factors outside its control. Hence, Evisors cannot guarantee that Evisors.com's service will be uninterrupted or that it will be timely, secure or error-free.

Evisors may, in its sole discretion and for any reason or no reason, terminate Customer's participation in Evisors.com and refuse any and all current or future use by Customer of Evisors.com.

Indemnification

Customer shall indemnify, defend and hold harmless Evisors and its members, managers, employees, representatives, agents and affiliates against any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and attorneys' fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against Evisors or such party, to the extent that such a claim, suit, action or other proceeding is based on or arises from: (a) any breach of any representation, warranty, covenant or agreement to be performed by Customer according to this Agreement; (b) Customer's refusal to pay for services provided by any Expert; or (c) any materials that Customer had posted to Evisors.com or transmitted through it and/or any content on Customer's Web site or otherwise provided by Customer.

No Assignment

Customer shall not assign his or her rights and obligations according to this Agreement, in whole or in part, whether voluntarily or by operation of law, without the prior, written consent of Evisors. Any purported assignment by Customer without the appropriate prior written approval will be null and void and of no force or effect.

Modifications to this Agreement

Evisors may change this Agreement or any part hereof at any time according to its absolute discretion and without any prior notice. Therefore, Customer is encouraged to check the terms of this Agreement frequently. By using the service or Site after any changes, Customer agrees to be bound by such changes to this Agreement.

Violation

Customer may report any violation of this Agreement to support@evisors.com.

YOU AGREE THAT BY USING THIS SERVICE YOU ARE:

(A) AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT
AND
(B) LEGALLY AUTHORIZED TO WORK IN THE COUNTRY FROM WHICH YOU WILL BE OFFERING SERVICES ON EVISORS

This Agreement contains all of the terms and conditions between you ("Expert") and Evisors. Your use of Evisors.com as an expert implies your acceptance of the terms and conditions of this Agreement.

By registering as an Expert and agreeing to the terms and conditions of this Agreement, you also are agreeing to the terms of Evisors’s Privacy Policy, which is incorporated into this Agreement.

Definition of Service

Evisors.com provides a platform where an Expert may present his or her expertise and sell advice or services to interested users (“Customers”) from Evisors.com or its affiliates. Evisors makes no representation or warranty whatsoever as to the willingness or ability of Customers to pay for any advice given by the Expert. However, payment will be gathered in advance of all consultations.

Disclaimer of Warranty and Limitation of Liability

THE EXPERT ACKNOWLEDGES AND AGREES THAT EVISORS.COM IS BEING PROVIDED FOR USE AS IS, AND THEREFORE EXPERT WILL NOT HAVE ANY PLEA, CLAIM OR DEMAND VIS-A-VIS EVISORS IN RESPECT TO EVISORS.COM'S CUSTOMER, PROPERTIES, LIMITATIONS OR COMPATIBILITY WITH THE EXPERT'S NEEDS. THE USE OF EVISORS.COM IS ACCORDINGLY BEING MADE AT THE EXPERT'S SOLE AND ENTIRE RISK, WITHOUT WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. EVISORS EXPRESSLY DISCLAIMS ALL WARRANTIES FOR INFORMATION POSTED OR TRANSMITTED BY ITS CUSTOMERS. IF AN EXPERT DECIDES TO PROVIDE EXPERT’S SERVICES THROUGH THE USE OF EVISORS.COM, EXPERT MUST EXERCISE A REASONABLE STANDARD OF CARE, AT LEAST THE SAME AS EXPERT WOULD IN A SIMILAR TRANSACTION NOT CONDUCTED THROUGH THE INTERNET OR THE STANDARD OF CARE MANDATED BY HIS OR HER PROFESSION, WHICHEVER IS HIGHER. THE EXPERT SHALL NOT HAVE ANY PLEA, CLAIM OR DEMAND AGAINST EVISORS, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS IN RESPECT OF ANY SERVICES EXPERT DECIDES TO PROVIDE IN CONNECTION WITH THE USE OF EVISORS.COM. EVISORS WILL NOT BE DEEMED THE PROVIDER OR RECIPIENT OF ANY SERVICES ACQUIRED THROUGH EVISORS.COM. THE SALE OR PURCHASE OF SERVICES IS ACCORDINGLY EFFECTED AT THE EXPERT'S SOLE AND ENTIRE RISK. UNDER NO CIRCUMSTANCES WILL EVISORS, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS BE LIABLE TO ANY EXPERT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER IN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ARISING FROM THE SERVICES OR ANY PROVISION OF THIS AGREEMENT. EVISORS, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS’ AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY PAID TO EXPERTS THROUGH EVISORS.COM IN THE SIX MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. EXPERT ACKNOWLEDGES AND AGREES THAT EVISORS DISCLAIMS ANY LIABILITY WITH RESPECT TO ANY CLAIM, SUIT OR ACTION BROUGHT BY A CUSTOMER IN CONNECTION WITH THE PROVISION OF ANY SERVICES BY EXPERT (INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS BY THE EXPERT AS TO EXPERT’S QUALIFICATIONS AND ADVICE PROVIDED BY THE EXPERT) THROUGH THE EVISORS SERVICE AND EXPERT AGREES TO INDEMNIFY AND HOLD EVISORS HARMLESS IN CONNECTION WITH ANY SUCH CLAIM AND ANY DAMAGES OR EXPENSES ARISING THEREFROM INCLUDING LEGAL FEES AND COSTS. EVISORS WILL NOT BE LIABLE FOR ENFORCING ANY AGREEMENT THAT WAS MADE BETWEEN AN EXPERT AND A CUSTOMER, INCLUDING EXPERT FEE AGREEMENT. EXPERT WILL BE SOLELY RESPONSIBLE FOR ANY AGREEMENT MADE WITH A CUSTOMER. EXPERT FURTHER ACKNOWLEDGES THAT EXPERT WILL SOLELY BE RESPONSIBLE AND LIABLE FOR ANY DAMAGES TO ANY CUSTOMER TO WHOM EXPERT PROVIDES SERVICES AND WHERE THAT CUSTOMER SUFFERS DAMAGES ARISING FROM OR CONNECTED TO SUCH SERVICES. IN THE EVENT OF A DISPUTE REGARDING ANY TRANSACTION CONDUCTED THROUGH EVISORS.COM, EXPERT HEREBY RELEASES EVISORS AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS FROM ALL MANNER OF ACTIONS, CLAIMS OR DEMANDS AND FROM ANY AND ALL LOSSES (DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL), DAMAGES, COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, COURT COSTS AND ATTORNEY'S FEES, WHICH EXPERT MAY HAVE AGAINST ONE OR MORE OF THE ABOVE.

By submitting the Expert registration form, you the Expert, represent, warrant and agree to the following:

• At all times you the Expert will provide correct and accurate representation of skills, degrees, qualifications, background and other information as prompted in any form on Evisors.com, and will maintain and update all such information during the term of this Agreement (or during the course of your use of the site) to keep it true, accurate, current and complete. You will maintain such skills, qualifications and other information, including maintaining your status in good standing as a licensed professional in any jurisdiction, as may be required by that jurisdiction, where you practice your profession. You shall not perform services or offer advice in any jurisdiction where you are not authorized, licensed or in good standing to do so.

• You will not offer or provide advice, directly or through writings, as to the value of securities or as to the advisability of investing in, purchasing or selling securities or any report or analysis concerning securities. You will not offer advice or provide any product or services related to or claiming success with lottery numbers.

• You will not misrepresent yourself or create a misleading name or listing.

• You consent to the recording of each and every call made in connection with Evisors, which recordings shall be the sole property of Evisors. Expert further acknowledges that Evisors may sell such recordings to the customer with which such recording was made and, in addition, Evisors may sell such recordings to anyone Evisors, in its sole discretion, wishes to sell such recordings to, and expert hereby relinquishes all rights to such recordings.

• The aforementioned is an ongoing affirmative obligation for the Expert to maintain and update on a regular basis.

Expert's Conduct

You the Expert will be solely and fully liable for all conduct, services, advice, postings and transmissions that are made in your communications through Evisors.com or under your Evisor user name and password. You represent, warrant and declare that while you are using Evisors.com as and Expert, you will act according to the following rules:

• Expert will be solely responsible for the services provided to Customers and for the verification of Customers’ identities and other information delivered to you by Customers

• As a platform where Expert can offer services, Evisors is not involved in any transactions between Expert and Customers. Evisors does not control the accuracy of any postings on the Site or transmissions through it by Customers. In addition, Evisors cannot and will not make any effort to verify the identity of any of its Customers

• Expert will not mislead Customers to believe that he or she can provide a service which is outside Expert’s fields of expertise

• All interactions between Expert and Customer will be billed through Evisors regardless if the interaction is online or offline. Expert agrees to abide by the pricing terms agreed upon with Customers while utilizing Evisors.com.

• All contact between Experts, customers and any other users who are introduced through the Evisors platform must be conducted only through the Evisors platform. Exchange of personal contact information is strictly prohibited. Any exchange of contact information or communication outside of the Evisors platform, whether via personal email, phone, in person or any other means, is strictly prohibited and is a violation of this Agreement. In the event Evisors suspects or determines any such unauthorized contact, Evisors reserves the right to withhold payments, levy fines, and/or suspend or terminate service in its sole and absolute discretion.

• Expert will not take any actions which may undermine, disrupt or manipulate the integrity of the Customer feedback (rating) system on the Site.

• Expert will not interfere with or disrupt the Evisors.com site or servers or networks connected to the Site.

• Expert will not attempt to gain unauthorized access to other computer systems or networks connected to the Site, and will not transmit "junk mail", or any unsolicited mass distribution of e-mail or bulletin board postings.

• Expert will not transmit through the site any unlawful, harassing, libelous, privacy invading, abusive, threatening, defamatory, vulgar, obscene, racist, harmful or otherwise objectionable material of any kind.

• Expert will not disobey or breach this Agreement or any other applicable instructions conveyed by Evisors or its officers.

• Expert will not violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code.

• Expert will not participate in Evisors in any manner that is in violation of the rules, regulations or code of conduct of his or her current employer(s), including not divulging any restricted, confidential or otherwise proprietary information of any sort.

• Expert will not upload, post, e-mail, transmit or otherwise make available: (a) any information or material that infringes a third party right, especially copyright or other intellectual property rights; (b) any third party advertisements, including banner exchange services; (c) software viruses, Trojan horses, worms or any other malicious application; or (d) any information or material which may constitute or encourage conduct that is a criminal offense or civil wrong or otherwise violates any applicable law.

• Expert will not impersonate any person or entity, or make any false statement regarding Expert’s employment, agency or affiliation with any person or entity.

• Expert will not stalk, threaten or harass Customers or other Experts or invade or attempt to invade their privacy.

• Expert will not disclose any information that was provided to Expert by a Customer and will use his or her best efforts to guard Customer's privacy

• Expert agrees to comply with all applicable laws regarding use of this Site. Expert may not use this Site to solicit the performance of any illegal activity or other activity which infringes the rights of Evisors or others. Expert agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any other person’s use of the Site. Expert may not attempt to gain unauthorized access to any portion or feature of the Site by hacking, password "mining" or other illegitimate method of gaining access to restricted data.

• Evisors may review the Expert's personal profile and amend any typing or spelling errors. Evisors may, in its absolute discretion, remove or refuse to post or transmit in part or full any content uploaded by the Expert. In such case, Evisors may, but is under no obligation to, notify Expert of such removal or removal or refusal. Without limiting the foregoing, Evisors may remove any content violating this Agreement. The Expert will bear all the risks associated with uploading and transmitting material utilizing Evisors.com, including reliance on its accuracy, reliability or legality.

Expert and Customer Communication

International Users

Modifications and Termination of Evisors.com

Evisors's services depend upon different factors such as: software, hardware and communications networks of Evisors, its contractors and suppliers, and other factors outside its control. Hence, Evisors cannot guarantee that Evisors.com will not be interrupted, or that it will be timely, secure or error-free.

Evisors, in its sole discretion and for any or no reason, may terminate Expert's participation in Evisors.com and refuse any and all current or future use by Expert of Evisors.com.

Termination of Account by Expert

Expert may terminate their Agreement with Evisors at any time by sending an email to support@evisors.com. Evisors shall invalidate Expert's user name and password within thirty (30) days of receiving such notice. Expert may inactivate his or her own account for any desired period of time from within their Evisors account. Notwithstanding termination, all obligations of Expert under this Agreement relating to any activity prior to the termination date shall remain in full force and effect.

Copyright Policy

Evisors respects the intellectual property of others, and we ask our users to do the same. Evisors may, in appropriate circumstances and at its discretion, terminate the account or access of users who infringe the intellectual property rights of others.

Limited License

Evisors grants Expert a nonexclusive, revocable right to use the Site provided that Expert does not copy, modify, create a derivative work of, reverse engineer, disassemble or otherwise attempt to discover any source code, or breach this Agreement.

Indemnification

Expert will indemnify, defend and hold harmless Evisors, and its members, managers, employees, representatives, agents and Affiliates against any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and attorneys' fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against Evisors or such party, to the extent that such claim, suit, action or other proceeding is based on or arises from: (a) any breach of any representation, warranty, covenant or agreement to be performed by Expert according to this Agreement; (b) Expert's provision of services to any third party, regardless of whether or not they are Customers of the Evisors service; or (c) any materials that Expert has posted to Evisors.com and/or any content on Expert's Web site or otherwise provided to Customers. Expert represents and warrants that it maintains and will continue to maintain adequate insurance if such insurance is required by any applicable laws or regulations which apply to the provision of services by Expert, including, without limitation, professional liability insurance applicable to the legal and medical professions.

Insider Trading

A.    Legal Prohibitions and Penalties

U.S. federal securities laws and the laws of most jurisdictions worldwide generally prohibit "insider trading" or the purchase or sale, or the recommendation of a purchase or sale, of any stock, bond, option or other security by a person while he or she is in possession of "material nonpublic information" (sometimes also referred to as "inside information") about the security or its issuer. The use of such material nonpublic information to avoid losses is no less a violation than the use of such information to generate profits.

Regulators have treated the detection and prosecution of insider trading violations as an enforcement priority, and violations have also been the subject of private legal actions. U.S. federal and state securities laws provide for criminal and civil penalties for violations of the insider trading laws. Sanctions or penalties include jail sentences, civil injunctions, fines for the person who committed the violation of up to three times the profit gained or loss avoided as a result of the unlawful trades, whether or not the person fined actually traded, and fines for the person's employer or other controlling person.

A person can be subject to some or all of these penalties as a "tipper" if he or she discloses material nonpublic information to another person who then trades while in possession of such information. A person can incur "tipper-tippee" liability if his or her disclosure of information breaches a duty owed to the issuer or the source of the information. A tipper can be liable even if he or she does not personally receive a direct monetary benefit from the ensuing trading activity.

It is also important to understand that the prohibitions on disclosing or misusing information do not apply only to "insiders" such as officers, directors, employees and significant shareholders of an issuer. The prohibitions can also apply to "outsiders" such as consultants, accountants, lawyers and underwriters who have a duty of trust or confidence to the source of the material nonpublic information. In addition, the prohibitions can also apply to persons with a family relationship to the source of the information, and to persons with any other relationship of trust or confidence with the source (such as when people have a history, pattern or practice of sharing confidences).

You are prohibited from disclosing any nonpublic information in breach of any duty of trust or confidence to the source or subject matter of the information.

B.    Material Information

Information is "material" if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to purchase, sell or hold a security or other financial instrument. It is also information that, if disclosed, is reasonably likely to affect the market price of the security or instrument. Information may be material even if it relates to speculative or contingent events. Information that is material with respect to a security is also likely to be material with respect to options and other related derivatives.

Information that is material usually includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition discussions or agreements, major litigation or regulatory investigations, regulatory approvals or disapprovals, and extraordinary management developments.

Because the determination of whether information is "material" involves questions of judgment (that may be second-guessed by a regulator who has the benefit of hindsight), you should refrain from disclosing nonpublic information if you have any questions about whether the information might potentially be considered material.

C.    Nonpublic Information

Information is nonpublic until it has been effectively communicated to the market place or made widely available to the general public such as by means of a press release carried over a major news services, a public filing made with a regulatory agency, or material sent to security holders or potential investors (such as a proxy statement or prospectus).

It is sometimes difficult to know whether information has been made public. The fact that nonpublic information is reflected in rumors in the marketplace does not mean that the information has been publicly disseminated. Even when some information regarding a matter has been made public, other aspects of the matter may remain nonpublic.

No Assignment

Expert shall not assign his or her rights and obligations according to this Agreement, in whole or in part, whether voluntarily or by operation of law, without the prior, written consent of Evisors. Any purported assignment by Expert without the appropriate prior written approval will be null and void and of no force or effect.

Modifications to this Agreement

Evisors may change this Agreement without prior notice by posting modifications on the Site. Unless otherwise specified by Evisors, all modifications shall be effective upon posting. Therefore, Expert is encouraged to check the terms of this Agreement frequently. By using the service or Site after the changes become effective, Expert agrees to be bound by such changes to the Agreement. If Expert does not agree to the changes, Expert may terminate access to the Site and participation in Evisors services by following the procedures set forth above.

Violation

The Expert may report any violation of this Agreement to support@Evisors.com.