AssetWatch®, Inc. Terms of Use Agreement

April, 2007

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OF THE SERVICES DESCRIBED BELOW. THIS TERMS OF USE AGREEMENT (“AGREEMENT”) SETS FORTH THE TERMS AND CONDITIONS THAT APPLY TO YOUR ACCESS AND USE OF THE INTERNET WEB SITE OWNED AND OPERATED BY ASSETWATCH, INC., A CALIFORNIA CORPORATION, AND LOCATED AT www.assetwatch.com (“AW.net”) BY USING THE SERVICES YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, PLEASE EXIT THIS PAGE WITHOUT ACCESSING OR USING ANY OF THE SERVICES.

Welcome to AssetWatch® (“AW”). AW provides members a safe and easy way to document and manage your personal assets and loss recovery services, (collectively, the ``Services``) However, before you enter the AW site (the ``Site``) or use any of the Services, you must carefully review the Terms and Conditions set forth below (the ``Terms and Conditions``). In addition, specific pages on the Site may set forth additional terms and conditions, all of which are incorporated by reference into the Terms and Conditions. The Terms and Conditions may be modified or amended at any time, but you can always find the most recent version here. In the case of inconsistencies between the Terms and Conditions and information included in off-line materials (for example, promotional materials and mailers), the Terms and Conditions will prevail. You should periodically return to this page to make sure you are up to date.

By completing the account registration process on the AW website, you acknowledge that you have read and understood, and agree to be bound by, this Agreement. If you do not accept this Agreement in its entirety, you may not access or use the Services. You must be of a legal age to form a binding and enforceable contract with AW. If you are not of a legal age, you may not use this Service. By using and accepting this Agreement, you represent to AW that you have the legal capacity to be bound by it or if you are acting on behalf of a company or entity that you are authorized to bind such entity. AW recommends that you print or save a copy of this Agreement for your records for future reference.

Subject to AW's acceptance of your registration and your compliance with the terms and conditions of this Agreement, you will receive one AW on-line account in your name (the ``Account``). You will be able to create, retrieve and amend data records in your Account. As set forth herein, by using AW.net you agree to be bound by the terms and conditions of this Agreement and AssetWatch’s Privacy and Security Policy, as they may be amended from time to time in the future.

1. Personal Information and Your Privacy

For information about AW’s data protection practices, please read AW’s Privacy and Security Policy, which is incorporated by reference into this Agreement. The Privacy and Security Policy explains how AW handles your personal information when you access AW.net and utilize the Service. The Privacy and Security Policy is updated occasionally at our discretion. Changes to the Privacy and Security Policy will be effective upon posting to the site.

2. Service Description

This Service is a personal information management service that allows Members to organize, consolidate, store and retrieve their personal information on AW.net. Based on such information, the Service may also present information relating to third party products or services (“AW Offers”).

This Service is provided to you by AW for a minimal fee and is meant as an aid to assist you in organizing and managing your vital personal information. It is not intended to provide legal, tax or financial advice.

3. AW and Third-Party Offers

Some parts of the Service may be supported by sponsored links from advertisers and display AW Offers that may be custom matched to you based on information stored in the Service, queries made through the Service or other information. AW will always disclose when a particular AW Offer is sponsored.

In connection with AW Offers, the Service may provide links to other web sites belonging to AW advertisers and other third parties. AW does not endorse, warrant or guarantee the products or services available through the AW Offers (or any other third-party products or services advertised on or linked from our site), whether or not sponsored, and AW is not an agent or broker or otherwise responsible for the activities or policies of those web sites.

4. Your Registration Information

You agree and understand that you are entirely responsible for maintaining the confidentiality of your password which, together with your LoginID e-mail address, allows you to access the Service. The Login ID and password, together with any other requested information you provide form your “Registration Information.

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. You are solely responsible for updating or changing your e-mail address, as appropriate. If you become aware of any unauthorized use of your Registration Information, you agree to notify AW immediately at the email address - ______________________.

5. Your Right to Use the Service

You may not transfer to any other person or entity your right to access and use AW.com as the Service is personal to you. You are only entitled to access and use AW.net for lawful purposes.

Your access and use of AW.net may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of AW.net or other actions that AW, in its sole discretion, may elect to take.

6. Email Alerts

Occasionally, AW may provide alerts by either automatic alerts or voluntary account-related alerts. Automatic alerts may be sent to you following certain changes made online to your AW account, including a change in your Registration Information.

Voluntary Alerts may be customized, deactivated or reactivated by you. These alerts allow you to choose alert messages for your accounts. AW may add new alerts or discontinue certain alerts at any time in its sole discretion. Electronic alerts will be sent to the email address you have provided as your primary email address for AW.net. If your email address or your mobile device’s email address changes, you are responsible for informing us of that change. Because alerts are not encrypted, we will never include your password.

7. Rights We Receive from You

By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content to AW through the Service, you are licensing that content to AW solely for the purpose of providing the Service. AW may use and store the content, but only to provide the Service to you. By submitting this content to AW, you represent that you are entitled to submit it to AW for use for this purpose, without any obligation by AW to pay any fees or other limitations.

8. Your Responsibilities

You are responsible for obtaining, maintaining and paying for all Internet connections, computer equipment, hardware and software needed to access and use the Services and your Account. To fully access all the content and features of the Services and your Account, you may need to enhance or update the hardware or software in your computer system; such enhancements or upgrades are your responsibility. The Services are to be accessed and used by means of web browsing software, but AW does not commit to support all browsing platforms.

You are responsible for how you use the Services and your Account. This includes responsibility for the content of all data you store or retrieve from, or attempt to store or retrieve from, your Account, and its accuracy, integrity, legality and reliability.

You will not use your Account or the Services for any illegal purposes, and you will abide by all applicable laws and regulations when using the Services.

Your Account may not be ``shared`` or otherwise used by more than one individual, except by your parent, spouse or child living at the Residence.

9. AW’s Intellectual Property Rights

Subject to the terms of this Agreement, AW grants you a limited, personal, non-transferable, and non-exclusive right to use the Services and your Account during the term of this Agreement. Except as expressly provided in this Agreement, you have no proprietary right, title or interest in or to your Account, the Services, or the AW system components (including databases, graphics, text, files, software, interfaces, and web pages) (collectively, the ``System Components``). All System Components are protected by copyright, trademark, patents, trade secrets and/or other proprietary rights and laws, and you may not use them in any manner other than to access and use the Services and your Account. You may not modify copy, distribute, create derivative works from or sell any such System Components, except as expressly provided in this Agreement.

The AW company names, trademarks and logos, and all related product and service names, marks and slogans (the ``Marks``) are the property of AW or its third party suppliers as the case may be. You are not authorized to use any of the Marks in any advertising, marketing or any other commercial manner without the prior written consent of AW.

10. Your Access and Non-Interference Agreement

You agree that you will not: (1) Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor AW.net or any portion of AW.net, without AW’s express written consent, which may be withheld in AW’s sole discretion; (2) Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search AW.net, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Microsoft Explorer); (3) Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of AW.net or the Service; or (4) Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of AW.net or the Service.

11. Rules for Posting and Communicating with Others

As part of the Service, AW may allow Members to post content on bulletin boards, blogs and at various other publicly available locations on AW.net. We maintain a helpful FAQ at assetwatch.com that helps to explain how to use and to navigate our forum boards. In addition, you agree in posting content to follow certain rules.

  1. You are solely responsible for all content you submit to AW.net.
  2. By submitting content to us, you represent that you have all necessary rights and hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content in connection with AW.net and our business, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your posted content through AW.net, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of AW.net and under this Agreement.
  3. You may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate.
  4. You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.
  5. You may not interfere with other Users’ use of the Service, including, without limitation, disrupting the normal flow of dialogue in an interactive area of AW.net, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Service infrastructure or that negatively affects the availability of the Service to others.
  6. Except where expressly permitted, you may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose.
  7. You may not copy or use personal identifying or business contact information about other Users without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Service are prohibited.

12. You Indemnify AssetWatch

You agree to indemnify and hold AW harmless, including AW’s officers, directors, shareholders, and employees, from and against all claims and costs, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.

13. Payment

For access to and use of the Services and your Account, you agree to pay the amounts set forth in the fee schedule with AW. The fee will be charged whether you use the Services or not. You are responsible for any taxes, including personal property taxes or sales taxes, resulting from your use of the Services. Payments not paid when due shall be subject to late charges equal to the lesser of (1) one and one-half percent (1.5%) per month of the overdue amount or (2) the maximum amount permitted under applicable law. You agree to pay all attorney and collection fees arising from efforts to collect any past due amounts from you.

14. Ending your relationship with AssetWatch

You may terminate your Account or the use of the Services at any time, with or without cause, by contacting member service support. AW reserves the right to terminate your Account or your use of the Services at any time, with or without cause, and provide a prorated refund for undelivered services. AW also reserves the right to terminate your Account or your use of the Services immediately if you breach this Agreement, including any violation of applicable laws, regulations, court orders, or intellectual property rights of AW or a third party.

Upon termination of this Agreement by either you or AW, all rights to the Services and your Account terminate immediately. You remain liable for any fees due and owing up to the time this Agreement is terminated. AW and/or its agent may delete any data files associated with your use of the Services or your Account upon termination of this Agreement.

15. Disclaimer of Warranties and Liabilities

AW MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS OR ACCURACY OF THE SERVICES FOR ANY SPECIFIC PURPOSE FOR WHICH YOU WANT TO USE THEM. EXCEPT FOR THE OBLIGATIONS AND REMEDIES EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ``AS IS AND AW DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AW DOES NOT WARRANT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AW OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. YOU ARE ENTIRELY RESPONSIBLE FOR AND ASSUME ALL RISK FOR USE OF THE SERVICES. AW DOES NOT WARRANT OR REPRESENT THAT IT’S SECURITY PROCEDURES WILL PREVENT THE LOSS OF OR IMPROPER ACCESS TO YOUR DATA. AW IS NOT RESPONSIBLE FOR TRANSMISSION ERRORS OR CORRUPTION OR SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATION LINES.

IN NO EVENT WILL AW BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, DATA OR PROFITS, EVEN IF AW WILL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE.

IN THE EVENT THAT AW IS FOUND LIABLE TO YOU FOR DAMAGES FOR ANY CAUSE WHATSOEVER, THE LIABILITY OF AW WILL BE LIMITED TO THE AMOUNT THAT YOU HAVE PAID FOR THE SERVICES.

16. Alert Disclaimer

You understand and agree that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. AW uses its best efforts to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that AW shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.

17. Modifications

AW may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the AW.net site. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.

18. General Terms

Neither party will be liable to the other for any delay or failure in performance under this Agreement resulting directly or indirectly from acts of nature or causes beyond its reasonable control.

In addition to and separate from any subscription fees, You agree to be responsible for any sales, use, license, transaction or other taxes (excluding taxes based upon AW’s net income) based on this Agreement or the Services provided herein.

The state and federal courts of California are the exclusive forum and venue to resolve any and all disputes arising out of or otherwise relating to this Agreement. By entering into this Agreement, you are consenting to personal jurisdiction and venue of the state and federal courts located in or closest to the State of California, County of Contra Costa. You understand that, in return for agreement to this provision, AW is able to offer the Service at the terms designated, without charge to you, and that your assent to this provision is an indispensable consideration to this Agreement. You also acknowledge and understand that, with respect to any dispute with AW, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement: (1) YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and (2) YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

No joint venture, partnership, agency or employment relationship is created between you and AW as a result of this Agreement or the Services, and you do not have any authority of any kind to bind AW in any respect whatsoever.

If any provision of this Agreement is determined to be void, invalid or unenforceable pursuant to applicable law, such void, invalid or unenforceable provision will be deemed stricken and superseded by a valid and enforceable provision that will most closely match the intent of the original provision, and the remainder of this Agreement will continue in full force and effect.

You may not assign this Agreement without AW's prior written consent, which consent may be withheld in AW’s sole and absolute discretion, and any such assignment without AW’s prior written consent shall be null and void.

This Agreement binds and inures to the benefit of the parties and their heirs, personal representatives, lawful successors and permitted assigns.

This Agreement constitutes the entire agreement between you and AW with respect to the Services and your Account and related matters, and supersedes all previous proposals, both oral and written, and all negotiations, representations, writings and other communications between the parties.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of California.

No legal action or proceeding of any kind, including tort or contract, may be commenced against AW, or its officers, agents or employees more than one year after the earlier of (i) the termination of this Agreement; or (ii) the loss, denial of claim, or other circumstances giving rise to your claim against AW. Time is expressly of the essence herein. THIS TIME PERIOD IS SHORTER THAN OTHERWISE PROVIDED BY LAW.