Compliance Information

We acknowledge that, in connection with this engagement, that Stock Photo Insight’s (“SPI”) clients may rely on the acknowledgements and undertakings set forth below.

1. Confidentiality: We acknowledge that SPI’s clients are in the business of investing and trading in securities. We shall keep confidential our engagement with our clients, and the information (including the content and substance of any information or opinion) that we transmit to our clients. In addition, we shall keep confidential and not use any information disclosed to us by or on behalf of our clients.

2. Conflict of Interest: We agree to decline participation in this or any consultation with our clients that presents or may present a conflict of interest or an appearance of a conflict of interest. Such conflicts include any activity that may violate an obligation that we may have to any other person, including any employer, self-regulatory organization or professional association. In addition, we represent that we are not subject to an employment contract or non-disclosure agreement with any company including our current employer (if we are currently employed) which would prevent us from engaging in a consulting relationship with our clients. We agree to notify our clients in writing prior to the intro call should there be any concerns regarding a prior agreement to which we are a party or to any conflict of interest considerations.

3. Confidential and Material Non-Public Information: We must not transmit information to our clients if we believe that to do so would result in a violation of any duty that we owe to a third party (including a breach of contract or of a confidentiality agreement), including anyone who is currently or has previously retained or employed. We agree to not transmit information if we believe that someone breached a duty of confidence by disclosing the information to us. We agree to not transmit information where the source of the information believes that we agreed to hold such information in confidence. We shall not transmit to our clients any material, non-public information (or similar concept as defined under any applicable law or regulation) concerning any publicly traded company. By offering our knowledge to our clients, we represent that we have sufficient knowledge to make a reasonable determination of what constitutes material, non-public information, and that, when in doubt, we will refrain from passing along such information.

4. Compliance with Law. In transmitting information to our clients, we agree to abide by all relevant laws, regulations and standards of care. In complying with relevant law, we understand that the information provided to our clients will be used for investment purposes.