USER AGREEMENT-TERMS OF SERVICE

This web site located at www.OutSorcerer.com (this "Site") is provided by OutSorcerer.com. Your access to this Site is conditional on your acceptance of the terms of service of use set forth below (this "Terms of Service"). By browsing, accessing, linking, using and/or downloading information ("Access" or similar term) from this Site, you agree to accept and abide by these Terms of Service for each use and each visit of this Site. If you do not agree to these Terms of Service, you should not access this Site.

These Terms of Service are entered into between OutSorcerer.com and you. If you are using the Services on behalf of another person then you are authorized to accept these Terms of Service on that person's behalf. Unless explicitly stated otherwise, these Terms of Service will govern your use of any new features that augment or enhance the current services, including the release of new products or services. OutSorcerer.com may amend or modify these terms and conditions without notice, effective immediately, by updating this posting.

Definitions
In addition to the terms defined throughout this Terms of Service, the terms "you", "your" and "yours" refer to you, the User of this Site. The terms "we", "us" and "our" refer to OutSorcerer.com. "Virtual Research Assistant," "VRA," "Service Provider" are used interchangeably to refer to Users who provide services through OutSorcerer.com.

Services
This Site acts as an intermediary connecting employers and service providers across the globe. This Site only provides the platform and is not directly involved in the actual transactions between Users of the Site. This Site is a neutral facilitator. We cannot and do not confirm the identification details of Users, except those details provided by the Users at the time of registration. We also do not confirm nor verify the qualifications, background, or abilities of Users. It is the sole responsibility of Users to meet their payroll, tax and legal requirements and you agree not to hold us responsible for the same.

OutSorcerer.com has the right (but no obligation) to take any action deemed appropriate with respect to User content if it is believed that such content may create liability for us, harm our business operation or reputation, or cause us to lose the services of our suppliers.

This Site acts merely as a venue for Users to list services or to connect with clients. We are not involved in the actual completion or execution of the services. Therefore, we have and shall have no control over the quality, accuracy, suitability or legality of the listed and performed services and the suitability and ability of the User to perform the services. We shall take no part in the execution of any agreement between You and the other User in relation to the service or any other work and do not ensure in any way that a transaction between You and the other User(s) will actually be completed.

By engaging OutSorcerer, You agree to purchase the services of a Virtual Research Assistant. If you are selected to complete a project, you agree to provide the services according to the terms of this agreement. You agree to not directly contact other Users who have posted their jobs on the Site and deal with them outside this Site for those jobs. You will conduct all transactions at the price agreed upon through this Site.

Changes to Terms of Service
We reserve the right, at any time, to modify, add to, delete from, alter, or update this Terms of Service ("Changes"), and you agree to be bound by such Changes. Changes shall be effective immediately upon notice thereof, which may be given by any means including, but not limited to posting on this Site or by electronic or conventional mail. You agree to regularly review this Terms of Service posted at this Site and to be aware of Changes. Your use of this Site following any Changes constitutes your agreement to follow and be bound by this Terms of Service as changed.

Permitted and Prohibited Uses
This Site is intended for the lawful use of members of the general public. Subject to this Terms of Service, we grant to you a non-exclusive, non-transferable, limited right to access, use and view this Site and the information thereon, including without limitation, all text, design, graphics, drawings, photographs, video clips and sounds, and all trade marks, service marks and trade names used at this Site and the selection and arrangements thereof (collectively, the "Content"), solely for your own personal use, provided, however, that you may not, nor may you allow others to, directly or indirectly:

• sell, license, rent, reproduce, modify or attempt to modify or create derivative works from the Content in any way or reproduce or publicly display, perform, transmit or distribute or otherwise use the Content for any public or commercial purpose, including without limitation use of the Content on any other website or in any environment of networked computers;
• transfer the Content to any other person without our prior written explicit consent;
• use this Site in any manner that could damage, disable, overburden or impair this Site;
• upload, post or otherwise transmit or distribute on this Site any items, including without limitation computer viruses, Trojan horses, worms, backdoor, shutdown mechanism or other harmful, disruptive or destructive files or computer programs;
• interfere with the security of, or otherwise abuse, this Site or any Services, system resources, accounts, servers or networks connected to or accessible through this Site or associated or linked sites;
• infringe on any patent, trade-mark, trade secret, copyright, right of publicity, or other proprietary right of any person, or impersonate any person or entity;
• disrupt or interfere with any other person's use or enjoyment of this Site or associated or linked sites;
• use any automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from this Site or the Content in whole or in part;
• use or attempt to use another's account, password, service, system or other information without our prior written consent, or create or use a false identity on this Site;
• transmit on, to or from this Site spam, chain letters, junk mail or any other type of unsolicited mass e-mail;
• upload to, distribute to, or otherwise disseminate through this Site any material or information of any kind that is threatening, harassing, libelous, defamatory, obscene, pornographic, fraudulent, deceptive, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services; or
• attempt to obtain unauthorized access to this Site or portions of this Site which are restricted from general access.

You also agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of this Site, and that you will comply with all laws that apply or may apply to your use of or activities on this Site or in respect of the Content.

Copyright and Trademarks
Unless otherwise noted, all Content is subject to intellectual property rights including copyrights and trade marks held or licensed by us. Any reproduction or use without our express prior written is not permitted. Except as expressly provided herein, no license to use or reproduce the Content is given to you and all intellectual property rights therein are expressly reserved. Systematic retrieval of data or other Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory without our express prior written permission is prohibitedWe may, in appropriate circumstances and at our sole discretion, terminate the accounts of users who infringe our intellectual property rights. We retain the right to initiate appropriate civil and criminal legal proceedings against the infringers of our intellectual property rights.

Submission of Information
Although we may provide certain security in an effort to protect the electronic transmission of certain information that you submit to us through this Site, we do not guarantee the security of any information transmitted to or from this Site, other users of this site, or Virtual Research Assistants providing services through this site. Any information you do send to us or service providers connected through this Site will be deemed NOT to be confidential ("Non-Confidential Information"). For any Non-Confidential Information you do send, you hereby grant us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute and sublicense any and all material or information submitted by you to this Site and/or to incorporate it in other works regardless of form, medium or technology. Any information you post on the bulletin board/forum on the Site may at our sole discretion be opened to the public and we may at our sole discretion permit the public to use such information. You agree not to hold us liable for the misuse by service providers of the information you provide in the context of completing services through OutSorcerer.com.

Clients agree that:

• Clients will not redistribute any of the content on OutSorcerer.com.
• Client will not use his Account to post false or misleading project descriptions. He will not post project descriptions that are inappropriate to OutSorcerer.com's audience, viewers, or visitors in the judgment and discretion of our Site.
• Clients will not falsify his own or any other identity.
• Client will comply with all OutSorcerer.com's policies.
• Clients will not hold OutSorcerer.com, Atlas Enterprises LLC or any agents thereof liable for the misuse of confidential information about themselves or any other individuals or organizations. Clients agree to use discretion in providing information deemed sensitive about themselves or others to OutSorcerer service providers.
• Clients agree to be bound by the dispute resolution process outlined below.

Virtual Research Assistants ('VRA') agree that:

• VRA will not redistribute any of the content on OutSorcerer.com.
• VRA will not falsify Freelancer's own or any other identity.
• VRA will comply with all our policies.
• VRA will not use information sent from clients for any purpose other than what is explicitly instructed by the client.
• VRA agrees to be bound by the dispute resolution process outlinedbelow.

Liability
All content and services provided on or through this site are provided "as is" and "as available" for your use. The content is provided without warranties or conditions of any kind either express or implied, including but not limited to implied warranties and conditions of merchantability, fitness for a particular purpose or non infringement. Your use of this site is solely at your risk. In no event shall we be liable to you for your accessing of this site or under or related to this agreement for any indirect, special, punitive, incidental, reliance, exemplary or consequential damages, loss of profits, loss of expected savings, or any other non-direct damages howsoever caused. We will not be liable to you for any dispute you may have with another party on account of your using this Site nor will we be a party to such disputes. If we are named a party to such disputes, the party naming us will be liable for our costs.

Indemnity
You agree to defend, indemnify and hold harmless OutSorcerer.com, its owner, officers, employees, representatives, contractors, affiliates, successors or assigns, including all third parties mentioned at this Site, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of this Site and the Content or your breach of these Terms of Service or in connection with your use of the Site.

Choice of law
These Terms of Service shall be deemed to have been made and performed exclusively in Cambridge, MA, USA and shall be governed by and construed under the laws of Massachusetts and the laws of USA applicable therein without giving effect to its conflict of laws principles. You hereby submit to the exclusive forum, jurisdiction and venue of the courts of Cambridge, MA, USA for any claim related hereto, arising from or in connection with this Terms of Service and agree not to bring any action, claim, suit or proceeding against OutSorcerer.com or any officer, director, partner or employee thereof in any jurisdiction other than Cambridge, MA, USA.

Disclaimer
We are not responsible for the success or failure of your decisions relating to any information presented by us through the Site. The site should be carefully considered and evaluated, before reaching any decision, on whether to use the information and contents provided by us through the Site. There can be no assurance that any prior successes or past results can be used as an indication of your future success or results. Results are based on many factors. We have no way of knowing how well you will do, as we do not know you, your background, your work ethic, or your business skills or practices. We also do not know this about other Users nor service providers. Therefore we do not guarantee or imply that you will be successful. Use caution and seek the advice of qualified professionals. You agree that we are not responsible for any success or failure that you may experience as a result of using the site.

General
The Privacy Policy, Copyright Policy and Online Payment Security Policy are a binding part of these Terms of Service and together with these Terms of Service constitute the entire agreement between OutSorcerer.com and you with respect to your use of this Site. Our failure to insist upon or enforce strict performance of any provision of these Terms of Service shall not be construed as a waiver of any provision or right. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms of Service, and the remainder of these Terms of Service shall continue in full force and effect. Any cause of action you may have with respect to your use of this Site or which is the subject of these Terms of Service must be commenced within six months after the claim or cause of action arises.

Our clients should make all payments to hired assistants via this Site's secure online payment system. We are not responsible in any way for payments made directly to assistants outside our knowledge or without our permission.

DISPUTE RESOLUTION

Any disputes regarding arrangements between Virtual Research Assistants and clients

remain solely between the two parties. We are not involved in any transactions between You and any other users of our Site. You acknowledge and agree that we will not be a party to any such dispute or be obligated to take any action or refrain from taking any action toward resolving any such dispute. If you have a dispute with any other users of the Site, you hereby release us from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, related to such a dispute.

With this limitation on our liability in mind, we will attempt to help clients and Virtual Research Assistants to resolve any disputes that may arise. If a dispute arises, we will mediate based on a review of the email log. Depending on the specifics of each case, the resolution may involve paid or unpaid additional VRA hours, the assignment of a different VRA, or the termination of an open project with or without a refund. Please contact us immediately if you become concerned about the project as mutually satisfactory resolutions are more likely to be found when our mediators are involved early into the dispute.