Member Agreement

Opson, Inc., a Delaware corporation ("Opson"), has created an online community that connects employers, employees, and consultants through personal networks built by its users (the "Opson Network"). If you wish to become a member of the Opson Network (a "Member"), you must read this Member Agreement and indicate your acceptance of its terms by following the instructions on the "Create your Member Account" page and entering your initials in the box labeled "Initials." This Member Agreement sets out the legally binding terms of your use of the Opson website (the "Opson Site") and Opson Network (the Opson Site and the Opson Network are referred to collectively as the "Opson Services") and your membership in the Opson Network.

The terms of our Terms of Use and Privacy Statement are incorporated into and made a part of this Member Agreement.

1. Description of the Opson Services. The Opson Network connects companies with service providers through personal referral networks populated by persons seeking employment and consulting opportunities.

2. Registration; Account; Profile; Password. To become a Member, you must create an account, password, and a profile by submitting a valid, current email address, your name, and your hourly consulting fee, billing rate, and/or salary requirements (in U.S. Dollars) on the Opson Site.

(a) Additional Profile Information. Once you have created an account and are a Member, you may submit additional information in the profile section describing your skills, professional experience and background, education, career objectives, and any other information you choose to include. The more information you provide, the better you are able to identify yourself, your skills, your experience and as a result find new opportunities in the Opson Network. All such information you submit to the Opson Site is referred to herein as your "Profile." All information that you submit will be used in accordance with Opson's Privacy Statement.

(b) Consulting Fees; Billing Rates; Salary Requirements. You are solely responsible for determining your hourly consulting fee, billing rate, and salary requirements ("Billing Rate"). If you wish to change your Billing Rate, you may do so by amending your Profile on the Opson Site.

(c) Security of Account and Password. You are solely responsible for maintaining the confidentiality of your password and account, and agree not to transfer your email address or password, or lend or otherwise transfer your use of or access to the Opson Services, to any third party. You are also solely responsible for any and all activities that occur under your account or Profile. You may update your Profile, change your password, or any other account information, at any time by following instructions available on your account page. You agree to immediately notify us of any unauthorized use of your Profile, account or any other breach of security related to your account or the Opson Services, and to ensure that you "log off" or exit from your account and Profile at the end of each session. You understand and agree that Opson is not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.

(d) No Ownership Rights in Account or Profile. You understand and acknowledge that you have no ownership rights in your account or Profile. If you cancel your account, all your account information, including resumes, Profiles, network contacts, saved jobs, questionnaires and email mailing lists, will be marked as deleted in Opson's databases and will be removed from any public area of the Opson Sites. Information may continue to be available for some period of time because of delays in propagating such deletion through Opson's web servers. In addition, third parties may retain copies of your Profile or information contained in your Profile.

(e) Accurate and Complete Information. In consideration for using the Opson Services, you agree to: (a) provide certain current, complete, and accurate information about you when prompted to do so by the Opson Services, and (b) maintain and update this information as required to keep it current, complete and accurate. If any information provided by you during the Term of this Member Agreement is inaccurate, Opson reserves the right to terminate your account immediately and your right to use the Opson Services.

3. Assignments. Once your Profile is active on the Opson Network, you may begin searching the Opson Network for consulting or employment opportunities and companies may review your Profile to determine if you meet their requirements for employment or consulting opportunities.

(a) Employment Positions; Consulting Projects. Companies requiring the services of either a consultant or an employee ("Purchasers") may post a description of an available employment position ("Employment Position") or consulting project (a "Consulting Project") on the Opson Site and/or search the Opson Network for a Member who meets their requirements. If you wish to apply for an Employment Position or a Consulting Project, you must do so via the Opson Services. If you are contacted by a Purchaser for an Assignment, you must reply to such Purchaser via the Opson Services. You are prohibited from offering payment to a Purchaser in exchange for an Employment Position or Consulting Project.

(b) Communications with Purchasers. You agree to use only the Opson Services to accept Employment Positions or Consulting Projects from Purchasers. You are prohibited from contacting a Purchaser about an Employment Position or Consulting Project directly or from circumventing or attempting to circumvent the Opson Services to contact a Purchaser about an Employment Position or Consulting Project. You are prohibited from using any means other than the Opson Services to enter a contract with or accept employment from a Purchaser for an Employment Position or Consulting Project that is posted on the Opson Site or that was introduced through the Opson Services. Any attempt to contact a Purchaser directly will be deemed a material breach of this Member Agreement and Opson will terminate your access to the Opson Services immediately without prior notice and delete your account and Profile. Any and all communications you have with a Purchaser, except face-to-face interviews or telephone interviews, shall be via the Opson Services.

(c) Role of Opson. You understand and agree that (i) Opson is merely the venue or conduit to connect Purchasers and Members; (ii) Opson is not a party to any agreement between you and a Purchaser and you are solely responsible for negotiating the terms and conditions under which you will accept and perform an Employment Position or Consulting Project; and (iii) Opson shall have no liability or obligations under any agreement between you and a Purchaser.

(d) Terms and Conditions of Employment Positions or Consulting Projects. You and the Purchaser shall determine the terms and conditions under which you will accept an Employment Position or Consulting Project; provided however that your Billing Rate shall be the rate you posted in your Profile. Such terms and conditions may include, but not be limited to, your agreement to produce certain work product or deliverables or to assign your work product to the Purchaser.

(e) Employment Positions and Consulting Projects are Confidential. You may only share information about Employment Positions or Consulting Projects only with other Members.

(f) Performance of Assignments. Opson does not deliver or monitor its Members' performance and completion of Employment Positions or Consulting Projects. Regardless, you acknowledge that Opson's and other Member's reputation would be adversely affected if you fail to use reasonable efforts to perform an Employment Position or Consulting Project. Accordingly, you agree to complete each Employment Position or Consulting Project in a professional and workmanlike manner. If Opson receives three (3) or more complaints from Purchasers regarding your performance of an Employment Position or Consulting Project, Opson reserves the right to terminate this Member Agreement pursuant to Section 6 herein, terminate your access to the Opson Services, and to delete your account and Profile. You further acknowledge that Opson is an intended third party beneficiary of any agreement you may enter with a Purchaser and has the right to take such legal actions against the Purchaser or you as Opson, in its sole discretion, deems necessary to protect the interests of Opson.

4. Building a Personal Referral Network. Once you are a Member, you may begin building your personal referral network ("Personal Referral Network") on the Opson Site by sponsoring additional members who become Members and connect to your Profile (a "Sponsored Member").

(a) Personal Referral Network; Opson Network. Each Sponsored Member who connects to your Profile is a constituent of your Personal Referral Network. A Sponsored Member may in turn sponsor other members who connect to such Sponsored Member's Profile ("Additional Sponsored Members"). This process may continue indefinitely and any Additional Sponsored Member who originates from a Sponsored Member connected to your Personal Referral Network is considered a constituent of your Personal Referral Network. The aggregate of all the Personal Referral Networks built by the Members compose the Opson Network.

(b) Sponsoring Members. To sponsor other Members, you must submit each prospective Member's name and email address to Opson. This information will be used by Opson to send your invitation including a message that you write and will be covered by the same terms of Opson's Privacy Statement. Each person who becomes a Member of Opson as a result of your invitation is a Sponsored Member in your Personal Referral Network. Any person who is already a Sponsored Member in another Member's Personal Referral Network is not eligible to become a Sponsored Member in your Personal Referral Network. Opson reserves the right, in its sole discretion, to reject any prospective Member's account or Profile. You are prohibited from charging a fee to, or receiving payment from, any potential Member to become a member of your Personal Referral Network.

5. Fees; Cash Payments. You understand and agree that Opson, as the venue or conduit connecting Members and Purchasers, will receive a fee for each Member that accepts an Employment Position or Consulting Project from a Purchaser. Such fees will be paid by the Purchaser and are set forth in Opson's Billing Policy. Opson's fees may not be waived, reduced, or negotiated in any way by you. As set forth in Opson's Billing Policy, certain fees may be a one-time payment and other fees may be added to the amount of your Billing Rate. Please review the Billing Policy carefully. This Billing Policy is subject to change with or without notice to you. The most current Billing Policy will always be posted on the Opson Site. You are prohibited from charging a fee to, or receiving payment from, any person or entity, except Opson, in exchange for a Purchaser offering you or a Sponsored Member in your, or another Member's, Personal Referral Network an Employment Position or Consulting Project.

(a) Opson Fees (Employees). If you accept an Employment Position from a Purchaser, Opson shall be paid a one-time fee paid by the Purchaser for such placement. The amount of such fee is set forth in Opson's Billing Policy.

(b) Opson Fees (Consultants): You understand and agree that if you accept a Consulting Project from a Purchaser, Opson shall act as the processor for all fees due and payable to you by the Purchaser as set forth in the Billing Policy. The fee that Opson receives from the Purchaser shall be added to your Billing Rate and charged to the Purchaser.

(i) Time Sheets; Payment. In order to be paid, you must complete and submit Opson's time sheet in accordance with the Purchaser's requirements detailing the number of hours you have worked on each Consulting Project for which you have been hired. Instructions for completing and submitting Opson's time sheets are posted on the Opson Site under "time sheets". You will not be paid for any hours worked until you have submitted a complete and correct time sheet for such work to Opson. You will be paid for the hours submitted on a time sheet within thirty (30) days of submission of the time sheet to Opson; provided however, that no payments shall be made to you for the hours on a specific time sheet until Opson has received payment for the hours on that time sheet from the Purchaser. All payments shall be made via direct deposit to your Paypal or other similar account. Any fees charged by Paypal or any other similar account for such payments shall be paid by you. (ii) Expenses. You shall not be entitled to any reimbursement for expenses except as agreed between you and the Purchaser. Opson shall reimburse you for any expenses which the Purchaser has agreed to pay after it receives payment for such expenses from the Purchaser. (iii) No Direct Payments. You shall not accept any payments relating to any Consulting Project (including expenses or bonuses) directly from the Purchaser or through any other payment channels other than those provided or specified by Opson. You shall immediately notify Opson if any Purchaser attempts to make any payments directly to you. (iv) Disputes Regarding Payment. You understand that Opson shall not mediate any disputes between you and a Purchaser regarding the chargeable nature of the number of hours recorded on any time sheet by you or the quality of the services provided by you. Any such disputes must be settled between you and the Purchaser. Please remember that you will not be paid for any hours worked until Opson has received payment from the Purchaser.

(c) Cash Payments to You. (i) Payments. If a Purchaser hires any Sponsored Member connected to your Personal Referral Network for an Employment Position or a Consulting Project, you will receive a cash payment from Opson. The amount of such cash payment and the method of payment will depend upon Opson's current Billing Policy, whether the Sponsored Member accepts an Employment Position or Consulting Project, and the position of the Sponsored Member in your Personal Referral Network. For example, if you sponsored the hired Sponsored Member, you will receive a larger cash payment than if the Sponsored Member was sponsored by another Sponsored Member in your Personal Referral Network. Please refer to the Billing Policy for the cash payments due to you. Cash payments shall be made on a quarterly basis to your Paypal or other similar account or as directed by you. Any fees charged by Paypal or any other similar account for such payments shall be paid by you. (ii) Purchaser Polices Against Payments. If you are fulfilling an Employment Position or a Consulting Project for a Purchaser whose policies prohibit its employees or consultants from accepting fees for referring other employees or consultants to such Purchaser, Opson, in its sole discretion, may not make payments to you pursuant to this Section 5(c) when a Sponsored Member in your Personal Referral Network is hired by such Purchaser for whom you are currently fulfilling an Employment Position or a Consulting Project.

6. Term. This Member Agreement will remain in full force and effect while you use the Opson Services and/or are a Member. You may terminate your membership at any time, for any reason by following the instructions on your account page. Opson may terminate your membership for any reason, at any time. Even after this Agreement is terminated, certain sections of the Terms of Use, Privacy Statement and this Agreement, including Sections 2(d), 6, and 7 will remain in effect.

7. General.

(a) Entire Agreement. This Agreement, including the Billing Policy, the Terms of Use, and the Privacy Statement, constitutes the entire agreement between you and Opson relating to the subject matter hereof, and supersedes all prior representations and agreements between the parties, whether oral or written.

(b) Relationship Between Parties; Expenses; No Employment. Opson and You will act hereunder as an independent contractor and will not act as, or be deemed to be, an agent, employee, partner or joint venturer of the other. Neither party hereto will in any way have authority to bind or obligate the other party hereto in any respect. Each party will be responsible for its own expenses in connection with this Agreement unless the parties specifically otherwise agree in writing. You acknowledge and agree that this Agreement does not constitute an employment agreement or an offer of employment or create an employment relationship between you and Opson.

(c) Applicable Law; Attorneys' Fees; Reimbursement. This Agreement will be deemed to have been made in the State of California, and the provisions and conditions of this Agreement will be governed by and interpreted in accordance with the laws of the State of California, without regard to conflict of laws principles thereof. In the event of any claim, dispute, litigation, arbitration or action concerning or related to this Agreement, or any alleged breach of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, costs of suit and disbursements in addition to any other remedies or damages which may be properly awarded.

(d) Amendments and Waivers. This Agreement may be amended only by a writing executed by the parties hereto. The observance of any term of this Agreement by a party hereto may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the other party hereto. Any amendment or waiver effected in accordance with this Section will be binding upon the parties. No delay in enforcing, or failure on the part of any party hereto to enforce, any provision hereof, or to exercise any right hereunder, will be deemed a waiver thereof or of any other right.

(e) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision, or such portion of such provision as may be necessary, will be excluded from this Agreement and the balance of the Agreement will be interpreted as if such provision were so excluded and will be thereafter enforceable in accordance with its terms.

(f) Notices. Any notice or other communication required or permitted to be given by either party will be given in writing either personally or by registered or certified mail, postage prepaid, addressed (i) to you at the email address listed in your Profile; or (ii) to Opson at the email address provided in the last paragraph of this Agreement, or to such other address as either party will indicate by proper notice to the other in the same manner as provided above. All notices will be deemed effective either upon sending via email.

You acknowledge that you have read this Agreement, understand it and agree to be bound by its terms and conditions as well as the terms and conditions of the Billing Policy, the Terms of Use, and the Privacy Statement, each of which is incorporated herein. You are advised to review each of these documents carefully as each effects your rights and obligations. You further agree that this Agreement (including the Billing Policy, the Terms of Use, and the Privacy Statement) is the complete and exclusive statement of the agreement between you and Opson with respect to the Opson Service and supercedes any proposal or prior agreement, oral or written, and any other communications between us in relation to the subject matter of this Agreement We suggest you print out a copy of this Agreement for your records. Should you have any questions concerning this Agreement, you may contact Opson by writing to Opson, Inc., 100 Century Center Court, Suite 501, San Jose, California 95112, telephone: (408) 922-9568, facsimile (253) 369-8374, or via www.opson.com.