Affiliate Recruiter Terms and Conditions — United States

Introduction

Nitron Advisors ("Nitron") is pleased to offer you a fee for its referral of Active Experts who sign up on the Circle of Experts Website (currently placed at CircleOfExperts.net). This agreement outlines the terms and conditions of our arrangement.

Active Experts

Active Experts are defined as those experts who do ALL of the following: apply for the Circle of Experts; are accepted to the Circle of Experts; mention your name or your organization's name as a referrer; AND whom Nitron Advisors uses on a consulting assignment at least once.

Fee

A one-time finder's fee of $150 per Active Expert, ONLY paid after the initial use of that Active Expert. Fees are paid promptly every month.

Referral

Payment will only be made if the expert identifies your name or organization when signing up to the Circle of Experts Website.

Entire Agreement and Binding Effect

This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, distributors, successors and assigns.

Changes to this Agreement or to Additional Rules or Policies

You acknowledge that our policies and practice of recruiting and administering experts are evolving, and therefore you agree that Nitron may modify this Agreement, as well as any additional rules or policies. Except as otherwise provided in this Agreement, you agree, during the term of this Agreement, that we may: (1) revise the terms and conditions of this Agreement at any time; and (2) Any such revision will be binding and effective 30 days after posting of the revised Agreement, or upon transmission to you at the e-mail address or postal address (by United States mail) provided by you. Your agreement to our terms and conditions shall constitute your acceptance of this Agreement as well as additional rules or policies that are or may be published by Nitron Advisors, each with the new modifications.

Governing Law

This Agreement shall be governed by the laws of the State of New York applicable to agreements made and to be performed entirely therein.

Severability

To the extent permitted by applicable law, if it should ever be held that any provision contained herein does not contain reasonable limitations as to time, geographical area or scope of activity to be restrained, then the court so holding shall at the request of either Party to reform such provisions to the extent necessary to cause them to contain reasonable limitations as to time, geographical area and scope of activity to be restrained and to give the maximum permissible effect to the intentions of the parties as set forth herein; and the court shall enforce such provisions as so reformed. If, notwithstanding the foregoing, any provision hereof is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or enforceable provision or by its severance here from. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically by either Party as a part hereof a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable, and the Parties hereby agree to such provision.

Notices

Subject to the terms of this Agreement, you agree that notices required to be given under this Agreement will be deemed to have been given if delivered by email or fax, or sent by certified mail, return receipt requested, or by Federal Express or other recognized overnight delivery service, to each of the parties in accordance with the most current contact information you have provided to us. All notices shall be effective upon receipt, except that email and fax notices shall be effective upon transmission.

Waiver or Breach

It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party.

Arbitration

Any claim or controversy that arises out of or relates to this agreement, or the breach of it, shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court with jurisdiction. The administration costs of arbitration, including the arbitrator's fees, shall be paid for by the Company.

Survival

The merger, acquisition of or sale, liquidation, insolvency or dissolution of either Party shall not affect the enforceability of this Agreement, to the extent permitted under the laws of the State of New York .

Assumption of Agreement by Company's Successors and Assignees

The Company's rights and obligations under this Agreement will be binding upon the Company's successors and assignees.

Further Assurances

The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.