EXPERTS ONLY, INC. - EXPERT / PROFESSIONAL AGREEMENT        1. Preamble. Nothing contained in this Expert / Professional Agreement or any document on ExpertsOnly (also referred to herein as ExpertsOnly.com and ExpertsOnly, Inc.) shall be construed to create an employer-employee, partnership or joint venture relationship between ExpertsOnly and any other person or entity. This Expert / Professional Agreement and the Terms of Use and Service (incorporated herein in its entirety by this reference) of ExpertsOnly shall determine all the rights, obligations and conditions of Services offered to you. 2. Definitions In this Expert / Professional Agreement, the words “you” and ”your” refer to each customer or Expert or Professional or Site visitor, as the case may be. The words “we,” “us” and “our” refer to ExpertsOnly, Inc., and “Services” refers to all services provided by us. a. Where the term “Expert” is used or referred to in every category except the legal categories, it shall mean a person with unique knowledge in a specific area, or a person engaged in an occupation as a paid job rather than a hobby. An Expert must show a high degree of competence or skill in that specific area or occupation, conforming to the standards of competence, skill and character normally expected of a properly qualified person in that profession. b. Where the term “expert” is used or referred to in any legal category, it shall mean a professional attorney or lawyer with knowledge in a specific area or areas of law. It shall not mean “specialist” or “certified specialist.” Such a professional Attorney or Lawyer must show a high degree of competence or skill in that specific area or areas of law, conforming to the standards of competence, skill and character normally expected in a properly qualified attorney or lawyer in that profession. c. The term “User” or “Customer” shall mean someone who asks a question of an Expert and, depending upon the context, may also refer to any person using the Site. 3. No Employer-Employee Relationship. You as the Expert, agree that you are not an employee of ExpertsOnly or any subsidiary of ExpertsOnly. You agree that any payment to you under this agreement, if any at all, shall be the sole consideration due to you. It is understood that ExpertsOnly will not withhold any amounts for payment of taxes, social security or any other fees or taxes whatsoever. You agree that you will not represent to be or hold yourself out as an employee of ExpertsOnly and acknowledge that you shall not have the right or entitlement in or to any of the pension, retirement or other benefit programs now or hereafter available to regular employees of ExpertsOnly. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall be your sole responsibility and you shall indemnify and hold ExpertsOnly harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments. 4. Acceptance of Terms, Conditions and Policies. Your acceptance of these terms is signified by your use of ExpertsOnly. You agree to complete all online registration procedures prior to using the Site and by using the Site you agree to be bound by all of the terms and conditions contained in this Expert / Professional Agreement. You have the right to have a record of this and any agreements available on ExpertsOnly. ExpertsOnly will provide you a hard copy of any such agreement if you send an email to Legal @ExpertsOnly.com. In addition to signifying your acceptance of these terms, in order to use or continue to use the Services you may be required to and you agree to provide information as requested by ExpertsOnly. In such an event, you consent to the disclosure by ExpertsOnly of such information to third-parties in order to verify such information. ExpertsOnly will use due diligence in verifying all information to maintain the integrity of the Site for the benefit of all parties, including the Experts. 5. Percentage of Fees Payable to Experts. An Expert receives 50% (fifty percent) of the fees they generate for ExpertsOnly. All payments to Experts will be made in U.S. dollars and ExpertsOnly uses PayPal for all transfers of funds, which ensures security and efficiency. ExpertsOnly reserves the right to modify this percentage and even the method of payment at any time and without notice. After an Expert has more than $50.00 of earned income in his or her ExpertsOnly account, the Expert may request payment be made. ExpertsOnly will transfer the payment to the Expert through PayPal on the 5th (fifth) business day of the month following the Expert’s request for payment. ExpertsOnly reserves the right to remove funds already earned by you from your account to compensate or reimburse parties for purposes related to fraud, refunds or disputed amounts. To the extent insufficient “earned” funds are in your account, you are required to reimburse ExpertsOnly in the full amount necessary to compensate for such fraud, returns, disputed amounts or uncollected revenue within fifteen (15) days of written request by ExpertsOnly. 6. Confidentiality and Non-Solicitation. You may come in contact or become familiar with information which ExpertsOnly considers confidential. This information may include, but is not limited to, information pertaining to other experts, users, systems or procedures, which may be of value to a competitor of ExpertsOnly. You agree to keep all such information confidential and not discuss or divulge it to anyone other than appropriate ExpertsOnly personnel or their designees. Further, you are prohibited from negotiating payment with a user either on or off ExpertsOnly.com and you shall not discuss with other users or Experts how much you are paid. You are not permitted to post anything other than responses to questions or reasonable requests for information. 7. Rights and Remedies Reserved to ExpertsOnly. ExpertsOnly may suspend, terminate or temporarily hold your account inactive without cause. Further, we may suspend or terminate your account, at our sole discretion, if we suspect that you in any way have engaged in fraudulent activity in connection with the Site or have engaged in activities in violation of the terms of this Expert / Professional Agreement, the Terms of Use and Serve or related Agreements with ExpertsOnly. Also, you shall refrain from posting any obscenities, pornography or discriminatory or rude content, the nature of which shall be judged solely by ExpertsOnly. In this vein, you agree by your use of the Site that you will be solely and fully liable and responsible for all activities and responses provided under your username and password and any damages or claims resulting from your activities, communications and responses to users. You may be liable financially fro any suspensions due to providing inaccurate or fraudulent information. We reserve the right to refuse any person or entity the right to use ExpertsOnly. ExpertsOnly provides a venue where you may respond to questions by other members of the Site. The specific features of the Site are to be determined solely by ExpertsOnly and are subject to change or termination without notice. Expert has no rights in and to the Site and Services or in and to any use or continued se of such Site or Services. ExpertsOnly makes no representation or warranty of any kind as to the ability or willingness of other members to pay for the responses provide by Expert. You agree that any information provided in responses on the Site will not be consider confidential and may be used by ExpertsOnly. As between you and ExpertsOnly, you will maintain whatever ownership interest you have in and to the content and information you provide on the Site. You hereby grant to ExpertsOnly a fully-paid, worldwide, royalty-free, license to use, reproduce, display, edit, copy, transmit, publicly publish or create derivative works of such content and information. Nothing in this agreement shall limit in any way all other rights and remedies available to ExpertsOnly. 8. Competent Work. All responses by you to users asking questions will be done in a competent fashion in accordance with applicable standards of the profession you represent and all services are subject to final approval by a representative of ExpertsOnly. 9. Representations and Warranties By using this Site you agree to all terms under this Expert / Professional Agreement. You agree to be truthful about who you are and your background, experience, and education and agree to immediately notify us regarding any material changes in this information. You will not provide responses to questions in the legal, medical, securities, dentistry, tax or other categories requiring that such responses only be provided by a licensed professional unless you are a licensed professional in good standing and you abide by all the rules and regulations of such profession. You will operate according to the Terms of Use and Service and all other policies of ExpertsOnly at all times. By using the Site, submitting your online application and/or interacting in any form with others on ExpertsOnly, you irrevocably agree to indemnify, defend and hold harmless ExpertsOnly, any and all parent, subsidiary, or affiliate organizations, officers, agents and employees, from any claim, demand, or damage including reasonable attorneys’ fees asserted by any third party that are in any way due to or arising out of your use of or conduct on or related to ExpertsOnly and its Services, including, without limitation, that result from any responses provided and/or relied upon the Site. ExpertsOnly shall provide you reasonable notice of any such claim. 10. Term. This Agreement shall commence upon notification by ExpertsOnly to you of your successful acceptance as an Expert on the Site and shall continue until terminated by either party upon 30 (thirty) days notice. ExpertsOnly may, at its option, renew any terminated agreement. 11. Notice. Any notice or communication permitted or required by this Agreement shall be made and shall be deemed effective when delivered to you at the email address you provide in your online application. 12. Miscellaneous a. Entire Agreement and Amendments. This Agreement, in addition to the Terms of Use and Service and all other Disclaimer and Privacy agreements and policies, all of which are hereby incorporated herein in their entirety by this reference, constitute the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties. b. Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to the benefit of you and ExpertsOnly and to the successors and assigns of ExpertsOnly. Nothing in this Agreement shall be construed to permit the assignment by you of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of ExpertsOnly. c. Governing Law, Severability. This Agreement shall be governed by the laws of the State of California. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. © 2009 Experts Only, Inc. - Updated April 2009