ADVISOR Agreement Please read the following agreement (the Agreement) carefully, as it sets forth some of the terms

and conditions of your contract with Pivot, Inc. (d/b/a PivotPlanet), an Oregon corporation (Pivot). Please note that this Advisor Agreement, the Terms of Use and the Privacy Policy (each available at www.pivotplanet.com), as such may be modified or amended by Pivot from time to time, and the confirmation page that includes the details of your engagement as an advisor (the Confirmation) (collectively, the Advisor Agreement), all describe the terms of your relationship with Pivot and should be read carefully. By accessing the PivotPlanet Program or offering the Advisor Services (as each is defined below), you hereby agree that you have the requisite authority, power and right to fully bind the person and/or entity wishing to use the Advisor Services (the Advisor) and you also agree to the terms of the Advisor Agreement. If Advisor does not agree to these terms, Advisor should not use the Advisor Services and should discontinue the registration process. 1. The Advisor Agreement. The Advisor Agreement is a contract made by and between Advisor and Pivot. The Advisor Agreement will govern Advisors access to and use of the online and other services offered by Pivot (the PivotPlanet Program), Advisors mentorship and advisory activities through the PivotPlanet Program, including, but not limited to, one-hour live, video and/or VoIP phone career expertise sessions with Clients (the Advisor Services), in-person mentorship experiences at the Advisors work premise and any materials provided by Pivot for use in connection with the PivotPlanet Program. As used herein, Client shall mean any individual who uses the PivotPlanet Program to connect with experienced professionals about a given profession. The Advisor Agreement is the complete and exclusive understanding and agreement between the parties and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Advisors access to and use of the PivotPlanet Program and provision of the Advisor Services. Pivot reserves the right, in its sole discretion, to change, modify, add, or remove all or part of the Agreement at any time and agrees to give Advisor notice of any material changes by posting such changes on www.pivotplanet.com (the Site). 2. Advisor Services. In connection with Advisors use of the PivotPlanet Program, Advisor agrees to the details set forth in the Confirmation, including, but not limited to, fees and other costs, and materials to be provided by Pivot, if applicable. Advisor will complete the information requested on the Confirmation and Pivot will use such information to create a profile for Advisor on the Site (the Advisor Profile). Advisor hereby agrees to:
a. provide only correct and accurate representations of skills, degrees, qualifications, background

and any other information requested by Pivot;

b. provide prompt updates to Pivot for any changes in the Advisor Profile; c. maintain such skills, qualifications and licenses, including remaining in good standing as licensed

professional in any jurisdiction, as may be required by that jurisdiction, where Advisor practices his or her profession;
d. provide Pivot notice of any change in pricing for the Advisor Services, which will be effective

five (5) days after notification to Pivot;

e. provide only true and correct information to Clients and not to mislead Client to believe that

Advisor can provide advice or a service which is outside Advisors field of expertise;

f. respond to each meeting request and follow-up requests submitted by a Client for an hour-long

consultation (a Client Consultation) within 72 hours of such request being submitted to Advisor;
g. hold each Client Consultation as scheduled via the Site; h. maintain appropriate equipment and internet connections in order to fulfill the Client

Consultations through voice-over IP and live video conferences (collectively, the Conference Services) through accounts hosted by the PivotPlanet Program;
i. if a Client requests an in-person meeting through Pivot, respond to Pivot within 72 hours; j. endeavor to accept as many requests for Client Consultations as reasonably possible, provided,

however, that Advisor shall not be expected to accept requests for Client Consultations in situations that may place Advisors business at risk, including competitive risks; and
k. comply with all applicable laws.

3. Exclusive Agreement. Advisor hereby agrees to offer the Advisor Services exclusively through the PivotPlanet Program. Advisor will not conduct any additional Client Consultations, meet with Clients for Advisor Services other than as arranged through the PivotPlanet Program, or advertise Advisor Services other than in connection with the PivotPlanet Program. Advisor will conduct all contact with Clients through and all interactions with Clients will be billed through the PivotPlanet Program. If Advisor fails to comply with this section, Pivot may terminate the Advisor Agreement immediately and without prior notice. 4. Fees and Payment. Prices. Clients will pay fees for the Advisor Services offered through the PivotPlanet Program as set forth in the Confirmation (the Client Fees). Advisor shall pay Pivot 5% of each Client Fee for use of the PivotPlanet Program and for bill processing (the Pivot Fees). All Pivot Fees are non-refundable. Fees for in-person consultations shall be determined on a case-by-case basis. Payment. Clients will pay the Client Fees to Pivot directly. Pivot will submit the Client Fees, less the Pivot Fees, to Advisor no later than thirty (30) days after the related Client Consultation. 5. Term and Termination. This Agreement shall be effective as of the date Advisor accepts the Agreement by selecting the I Accept option presented on the screen after this Agreement is displayed. Either party may terminate the Advisor Services and this Agreement upon at least thirty (30) days prior written notice after any previously confirmed and booked Client Consultation. Upon termination of this Agreement, Pivot and Advisor shall remove one another from all marketing communications and cease any references to one another. Pivot may terminate the Advisor Agreement, effective immediately, if (i) Advisor has materially breached any provision of the Advisor Agreement, (ii) Advisor repeatedly turns down requests from Clients, or (iii) Pivot determines in its sole discretion, after a background check or identification check, that Advisor is no longer suitable for the PivotPlanet Program. 6. Independent Contractors. Pivot and Advisor are independent contractors. Neither has any authority to make contracts on behalf of the other. Nothing contained herein shall be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment or other similar relationship

between Pivot and Advisor. Neither Pivot and Advisor shall reference, nor use, its mutual logos or other representations for any purpose(s) not directly related to the Advisor Agreement. 7. Confidential Information. Advisor shall not, without prior written authorization of Pivot, disclose to anyone outside Pivot or use in other than the PivotPlanet Program any information, documentation or materials provided by Pivot. Such materials shall be considered confidential and proprietary, including without limitation, this Agreement and any other information, documentation and materials not generally disclosed by Pivot outside the PivotPlanet Program. Advisor shall use information received from PivotPlanet only to exercise rights and perform obligations under this Agreement. 8. Publicity. From time to time Pivot may produce advertising material for publication detailing the PivotPlanet Program and particular Advisors. Advisor hereby permits the use of such information as is reasonably necessary for these purposes and consents to the publication of relevant text and images in Pivots materials and publicity. 9. Background Checks. Advisor hereby authorizes and acknowledges Pivot may from time to time perform identification and background checks to determine suitability for participation in the PivotPlanet Program. Advisor agrees to furnish any authorizations necessary to perform such identification and background checks. Pivot retains absolute and final discretion for the duration of this Agreement in determining the suitability of participants in the PivotPlanet Program. 10. Anti-Discrimination Policy. Pivot is committed to achieving and maintaining and diverse and representative group of Advisors and Clients and a program free of discrimination. Based on law and Pivots policy, Pivot prohibits discrimination on the basis of race, color, religion, sex (including pregnancy and gender identity), national origin, disability, age, veterans status, sexual orientation, genetic information, marital status, parental status, political affiliation, and any other conduct that does not adversely affect the performance of an individual as an Advisor or Client. Pivot does not tolerate any type of harassment. 11. Notice. Any notice, consent, approval and other communication (Notice) provided to Pivot by Advisor under the Advisor Agreement must be delivered in writing by e-mail to hello@pivotplanet.com. Pivot may provide Notice to Advisor under the Advisor Agreement by (a) posting of a general notice on www.pivotplanet.com (the Site), (b) electronic mail to Advisors e-mail address on record with Pivot, or (c) certified or registered mail (postage prepaid and return receipt requested) to Advisors address on record. Any Notice sent under this Section 8 will be effective upon (x) receipt, (y) the expiration of fortyeight (48) hours after posting to the Site or (z) twelve (12) hours after sending (if sent by email), whichever occurs earliest. 12. Assignment; Modification. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement shall be assigned by either party without the prior written consent of the other party; provided, however, that Pivot may assign its rights and obligations under this Agreement without Advisors consent in connection with any merger, consolidation, sale of all or substantially all of Pivots assets or stock, or any other similar transaction. Any attempted assignment or transfer in violation of the foregoing will be null and void. Except as expressly set forth in the Advisor Agreement, the Advisor Agreement may be amended or modified only by a writing signed by both parties. 13. Disclaimers, No Warranty. ADVISORS USE OF THE PIVOTPLANET PROGRAM AND MATERIALS IS AT ADVISORS OWN RISK. PIVOT PROVIDES THE PIVOTPLANET PROGRAM AND MATERIALS AS IS, WITH ALL FAULTS, AND AS AVAILABLE, AND PIVOT WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERROR, DELAY, OR INTERRUPTION IN OR IMPROPER USE BY ADVISOR, ITS EMPLOYEES OR ITS AGENTS OF THE PIVOTPLANET

PROGRAM AND MATERIALS. IF ADVISOR DECIDES TO PROVIDE ADVISOR SERVICES THROUGH THE USE OF THE PIVOTPLANET PROGRAM, ADVISOR MUST EXERCISE A REASONABLE STANDARD OF CARE, AT LEAST THE SAME AS ADVISOR WOULD IN A SIMILAR TRANSACTION NOT CONDUCTED THROUGH THE INTERNET OR THE STANDARD OF CARE MANDATED BY HIS OR HER PROFESSION, WHICHEVER IS HIGHER. ADVISOR SHALL NOT HAVE ANY PLEA, CLAIM OR DEMAND AGAINST PIVOT, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS IN RESPECT OF ANY SERVICES ADVISOR DECIDES TO PROVIDE IN CONNECTION WITH THE USE OF THE PIVOTPLANET PROGRAM. PIVOT WILL NOT BE DEEMED THE PROVIDER OR RECIPIENT OF ANY SERVICES ACQUIRED THROUGH THE PIVOTPLANET PROGRAM. THE SALE OF SERVICES IS ACCORDINGLY EFFECTED AT ADVISOR'S SOLE AND ENTIRE RISK. PIVOT DOES NOT MAKE ANY GUARANTEES OR ANY REPRESENTATION OR WARRANTY REGARDING THE TIMELINESS, RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THE PIVOTPLANET PROGRAM OR THE APPROPRIATENESS, FITNESS, OR SUITABILITY OF ANY ACTIVITIES TO WHICH THE PIVOTPLANET PROGRAM RELATES. 14. Limitation on Liability. PIVOT IS NOT LIABLE TO ADVISOR FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COMPENSATORY, SPECIAL, OR OTHER INTANGIBLE LOSSES CONNECTED WITH OR RESULTING FROM THE ADVISOR AGREEMENT OR ADVISORS (OR ITS EMPLOYEES OR AGENTS) USE OR MISUSE OF THE PIVOTPLANET PROGRAM. UNDER NO CIRCUMSTANCE WILL PIVOTS TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO ADVISORS (OR ITS EMPLOYEES OR AGENTS) USE OR MISUSE OF THE PIVOTPLANET PROGRAM, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $500. ADVISOR ACKNOWLEDGES AND AGREES THAT PIVOT DISCLAIMS ANY LIABILITY WITH RESPECT TO ANY CLAIM, SUIT OR ACTION BROUGHT BY A CLIENT IN CONNECTION WITH THE PROVISION OF ANY ADVISOR SERVICES BY ADVISOR (INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS BY ADVISOR AS TO ADVISORS QUALIFICATIONS AND ADVICE PROVIDED BY ADVISOR) THROUGH THE PIVOTPLANET PROGRAM AND ADVISOR AGREES TO INDEMNIFY AND HOLD PIVOT HARMLESS IN CONNECTION WITH ANY SUCH CLAIM AND ANY DAMAGES OR EXPENSES ARISING THEREFROM INCLUDING LEGAL FEES AND COSTS. PIVOT WILL NOT BE LIABLE FOR ENFORCING ANY AGREEMENT THAT WAS MADE BETWEEN ADVISOR AND A CLIENT, INCLUDING CLIENT FEE AGREEMENT. ADVISOR WILL BE SOLELY RESPONSIBLE FOR ANY AGREEMENT MADE WITH A CLIENT. ADVISOR FURTHER ACKNOWLEDGES THAT ADVISOR WILL SOLELY BE RESPONSIBLE AND LIABLE FOR ANY DAMAGES TO ANY CLIENT TO WHOM ADVISOR PROVIDES SERVICES AND WHERE THAT CLIENT SUFFERS DAMAGES ARISING FROM OR CONNECTED TO SUCH SERVICES. IN THE EVENT OF A DISPUTE REGARDING ANY TRANSACTION CONDUCTED THROUGH THE PIVOTPLANET PROGRAM, ADVISOR HEREBY RELEASES PIVOT 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 ADVISOR MAY HAVE AGAINST ONE OR MORE OF THE ABOVE. 15. Indemnification by Advisor. Advisor hereby agrees to indemnify, defend, and hold harmless Pivot and its directors, officers, representatives, agents, and employees against all third-party claims or

demands, and damages, costs, penalties, fines, and expenses (including reasonable attorneys fees and costs) sustained by Pivot, arising out of or related to the Advisor Profile or the Advisor Services provided by Advisor. 16. Return of Materials. At any time upon Pivots request and upon the termination of the Advisor Agreement, Advisor will return to Pivot all materials and documents provided by Pivot to Advisor during the term of and in connection with the Advisor Agreement. 17. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer on any person, other than the parties to this Agreement, any right, remedy, or claim under or with respect to this Agreement. 18. Further Assurances. Each party agrees (a) to execute and deliver such other documents and (b) to do and perform such other acts and things, as any other party may reasonably request (including, without limitation, a background check of Advisor), in order to carry out the intent and accomplish the purposes of this Agreement. 19. Governing Law and Venue. The Advisor Agreement will be governed by the laws of the State of Oregon, USA, excluding its conflict of laws principles. The parties hereby irrevocably consent to jurisdiction and venue in the state and federal courts sitting in Multnomah County, Oregon, USA and agree that the courts of Multnomah County shall be the proper forum for any arbitration brought under the Advisor Agreement. In any such dispute, the prevailing party will be entitled to recover its reasonable attorneys fees and expenses from the other party. 20. Waiver and Severability; Survival. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. Sections 12-20 shall survive the termination of the Advisor Agreement.