CLIENT TERMS AND CONDITIONS

You must scroll down, read and accept the following terms and conditions (the “Agreement”) before you will be permitted to enroll in and purchase the service (the “Service”) provided by Identity Padlock LLC (the “Company”) as a Client (a “Client”). Your enrollment in the Service, either on the telephone, in person, or through the IdentityPadlock website at www.identitypadlock.com (the “Site”) constitute s your agreement, without limitation or qualification, to be bound by, and to comply with, the terms of this Agreement.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO REGISTER FOR THE SERVICE.

As a condition precedent to being able to enroll in the Service, I understand and agree to the following terms and conditions:

1. I am competent and of legal age to enter into binding contracts in the state in which I enter this Agreement with the Company.

2. This Agreement will continue until it is cancelled by me or by the Company pursuant to the terms hereof. I understand that the Service is not transferable.

3. I have carefully reviewed the Agreement and acknowledge that, upon notification to its Clients, the Company may, at its sole discretion, amend this Agreement. I agree to abide by any and all such amendments and acknowledge that such amendments shall become a binding part of this Agreement. I understand that continued acceptance of the Service after such changes implies acceptance of the changes. Further, I agree that publication of such changes on the Site shall be deemed notice to all Clients. I confirm that I have the equipment I need to receive this Agreement and other disclosures on the Site.

4. I affirm that I did not purchase any product or service solely for the purpose of qualifying for commissions or bonuses.

5. I understand that no portion of the initial payment for Service is refundable after ten (10) days from the date of this Agreement. To receive a refund of the initial payment for Service, cancellation must be postmarked no later than midnight of the tenth day subsequent to the date of this Agreement. Requests must be sent to Attn: Cancellation, IdentityPadlock, P.O. Box 5186, Westport, CT 06881-5186. Cancellation requests made to a Consultant will not be accepted.

6. This Agreement constitutes the entire agreement between the Company and me with regard to the subject matter hereof, and no other promises, representations, guarantees or agreements of any kind will be valid unless in writing and officially authorized by the Company. I understand that this provision does not limit, in any way, the right the Company has to unilaterally amend or modify this Agreement without my prior written consent.

7. As part of the Service, I understand that the Company and/or its affiliates will obtain my credit report on my behalf from the credit bureaus. I understand it is a violation of federal criminal laws to knowingly and willfully obtain information from a credit-reporting agency under false pretenses. I certify that my use of the Service does not violate any state or federal laws and agree to indemnify the Company and its present or future parents, subsidiaries, affiliates and agents and their respective members, officers, directors, and employees for any direct or indirect losses or damages, including attorneys fees, that result from any use of the Service in violation of any state or federal laws. I agree that this paragraph shall survive termination of this Agreement.

8. I acknowledge that the Service is provided by the Company and with the assistance of third parties, such as, but not limited to, Equifax, Experian and TransUnion (the “Providers”). I hereby consent to the free and unrestricted exchange of information between the Company and the Providers and among the Company and its present and future affiliates and among the Providers for the purpose of providing the Service to me.

9. I agree to defend, indemnify, and hold harmless the Company, its current and future parents, subsidiaries, affiliates, agents, and their respective members, shareholders, managers, directors, officers, employees, and any Provider of the Service (together, the “Parties”), harmless from and against any and all claims, expenses, harms, or damages (including attorneys’ fees and other professional fees), whether known or unknown, arising from, incurred as a result of, or in any manner related to (A) my use of the Service or (B) my promises, certifications, or statements made in this Agreement. I hereby agree to waive all laws that may limit the effectiveness of the foregoing releases. I agree that this indemnification shall apply to the fullest extent permitted by law and shall survive termination of this Agreement.

10. I agree that if any provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision or part(s) hereof shall be interpreted as closely as possible to the parties’ original intent so as to render such provision or part(s) hereof legal, enforceable, or valid, as applicable, without affecting the remainder of this Agreement. I agree that if any ambiguity exists with respect to any provision of this Agreement, such provision shall not be construed against the Company solely because it or its representatives drafted such provision.

11. I understand that this Agreement shall be deemed in effect upon its receipt and acceptance by the Company at its corporate office. If this Agreement is altered in any way, I acknowledge that it will not be deemed accepted by the Company, regardless of passage of time or provision of services by the Company. I understand that I will be billed beginning on the date this Agreement is signed.

12. As permitted by 15 U.S.C. § 1681c-1, I instruct the Company to request that Equifax, Experian and TransUnion, or their successors or similar nationally recognized credit reporting agencies, place fraud alerts on my credit record (and on the credit record of those I list during enrollment, as applicable). I certify that I am truthfully providing my own information for my own personal use and that I have a good faith suspicion that I have been or am about to become a victim of fraud or related crime, including identity theft. While I am an enrolled user of the Service, I understand that the Company will attempt to renew the fraud alerts about every 90 days, until I notify the Company that I no longer have a good faith suspicion that I have been or are about to become a victim of fraud or related crime, including identity theft. If a credit record is not found for an individual, I understand that the Company will confirm every one hundred eighty (180) days that no credit record has been created.

13. As permitted by 15 U.S.C. § 1681b(e), I instruct the Company to request that my name be removed from pre-approved credit card mailing lists.

14. [Reserved].

15. On my behalf, I instruct the Company to register up to three telephone numbers I designate on the National Do Not Call Registry, or any successor or similar registry, if available, maintained by the Federal Trade Commission under 68 Fed. Reg. 4580-4679.

16. I acknowledge that the Company will send, by email, a copy of ScamAlert, which contains information related to preventing identity theft. I acknowledge that ScamAlert may also contain advertisements that the Company believes, in its sole discretion, will be useful or informative, and I hereby consent to the use of my non-identifying personal information, such as, but not limited to, my sex, age, and geographic location, for such purposes.

17. Except as expressly set forth in paragraph 19, I acknowledge that I use the Service at my sole risk and liability. I understand that the Service is provided “as is” and that the Company makes no warranties whatsoever regarding the Service and disclaims any and all express or implied warranties of any kind, including any warranties of merchantability, fitness for a particular purpose, or warranties arising by course of dealing or custom or trade. I acknowledge that the Company does not authorize anyone to make a warranty of any kind on our behalf and that I should not rely on any such statement. I agree that this paragraph shall survive termination of this Agreement. I acknowledge that some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to me insofar as they relate to implied warranties. I agree that if I rely on the representations or warranties of any third party with respect to the Service (including, without limitation, those made by a Consultant), my sole remedy for such reliance is against the third party making such representation or warranty.

18. Except as expressly set forth in paragraph 19, I agree that in no event shall the Parties be liable for any damages, including but not limited to direct, compensatory, indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating to (A) my use of the Service; (B) the inability of the Service to prevent identity theft or to protect my personal information from misuse by third parties; or (C) non-performance or a failure of the Service caused by negligence, errors, or omissions. I understand that the foregoing shall apply even if the Company has been advised of the possibility of such damages. If, notwithstanding the other terms of this Agreement, the Company should have any liability to me or any third party for any loss, harm, or damage, I agree that in no event shall the Company’s liability to me for any reason exceed its Service charges during the affected period giving rise to such liability. I agree that this paragraph of the Agreement is an agreed allocation of risk between me and the Company. I acknowledge that absent my agreement to this limitation of liability the Company would not provide the Service to me. I agree that this paragraph shall survive termination of the Agreement.

19. Subject to the limitations set forth below, the Company will pay up to $1,000,000 per Client, per lifetime for all incidents in the aggregate, to cure a failure or defect in the Service (the “Service Guarantee”). In no event will the Company reimburse special, incidental, indirect or consequential damages, such as lost wages or profits, loss of business, or lost opportunities. The Service Guarantee is provided under the Client Agreement, without additional charge. The terms and conditions of the Service Guarantee are as follows: If you are enrolled in the Service and, due to a failure or defect in our Service, someone accesses your personal identifying information and subsequently uses it without your authorization to commit a fraud (an “Unauthorized Use”), and you have complied with the terms of the Client Agreement, the Company will pay professionals, who the Company will choose in its sole discretion, to assist in restoring damage done to your credit record and any out of pocket expenses that you incur that are a direct result of such failure or defect in the Service and the Unauthorized Use; provided, however, that the maximum limit of our Service Guarantee is one (1) million dollars per enrolled Client, per lifetime for all incidents in the aggregate. As a condition precedent to being entitled to claim any benefits under the Service Guarantee, you acknowledge and agree that you must (i) take all reasonable steps to mitigate any losses, damages, or expenses immediately upon becoming aware of an Unauthorized Use; (ii) report the Unauthorized Use within three (3) days of learning of such Unauthorized Use; (iii) cooperate to the fullest extent possible in our investigation of any claim of Unauthorized Use you make by immediately providing any evidence we reasonably request to support your claim; (iv) cooperate to the fullest extent possible with the Company and those we hire to help you; and (v) provide truthful and honest information concerning any claim regarding an Unauthorized Use and the circumstances surrounding any Unauthorized Use. The Service Guarantee does not cover any harm, damage, cost, or expense resulting from or arising out of, directly or indirectly, an Unauthorized Use that occurred (i) because of your own negligence or intentional wrongdoing; (ii) during any period when you were not enrolled in the Service; (iii) more than 90 from the date it is reported to the Company; (iv) because of any error, omission, negligence, or wrongdoing by the credit bureaus, any creditor, or their respective employees or agents; (v) because of any failure of any technology used by the Company to collect or convey personal information or to provide the Service; (vi) because of any act or failure to act by any Independent Consultant of the Company or (vii) because of any intentional wrongdoing by an employee or agent of the Company, its current or future parents, subsidiaries, or affiliates. The Service Guarantee does not cover reimbursement of any fees, expenses, or costs associated with recovering your identity, unless the Company has approved such fees, expenses, or costs in writing prior to their incurrence.

20. All accounts must be pre-paid by cashier’s check, money order, MasterCard, Visa, American Express, or Discover. If I elected to pay by credit card, I authorize the Company to charge the designated account on each successive billing date without further authorization from me.

21. I shall be responsible for the gross amount of any present or future federal, state, municipal or other government sales, use, excise, value-added or other similar taxes applicable to the price, sales or delivery of any services furnished hereunder or to their use by me.

22. Unless I notify the Company of any discrepancies or irregularities within sixty (60) days after they first appear on my bank statement or credit card statement, they will be deemed accepted by me for all purposes, including resolution of inquiries made by bank/card issuer. I release the Company from all liability and claim of loss resulting from any error or discrepancy that is not reported to the Company within sixty (60) days of its publication date.

23. To cancel the Service, I understand that I must notify the Company in writing via U.S. Postal Service at the address listed in paragraph 5, which must contain my name, social security number, date of cancellation, and signature. As an incentive for yearly prepayment, a discount is offered. I understand that accounts in which a discount was taken will terminate on the account expiration date following notice of cancellation; in these cases, no refund will be due. Except as provided in the Notice of Right to Cancel below, I understand that there are no refunds for time not used.

24. I understand that price schedules are published on the Company’s web site (www.identitypadlock.com) and that fees for services are subject to change at the Company’s sole discretion. I agree that all price changes will take place upon my next anniversary date for payment.

25. I agree that enforcement of this Agreement and any dispute between me and the Company, whether arising out of or relating to this Agreement or otherwise, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its choice of law principles.

26. I agree that if I am not able to resolve a dispute with the Company through informal negotiations, either I or the Company may elect to have the dispute (except those disputes expressly excluded below) finally and exclusively resolved by binding arbitration. I understand that an election to arbitrate by one party shall be final and binding on the other. I understand that absent this provision, I would have the right to sue in court and have a jury trial. I agree that the arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website (http://www.adr.org). I agree the determination of whether a dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. My arbitration fees and my share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. I agree that the following disputes are not subject to the above provisions concerning binding arbitration: (i) any disputes seeking to enforce or protect, or concerning the validity of, any intellectual property rights; (ii) any dispute related to, or arising from, allegations of theft, piracy, or unauthorized use of the Service; and (iii) any claim for injunctive relief. I agree that any arbitration will take place in the State, City and County of New York.

27. With respect to any dispute not subject to arbitration, or where no election to arbitrate has been made, I agree that any litigation must be instituted in the U.S. District Court for the Southern District of New York or the Supreme Court of the State of New York for the County of New York. I hereby irrevocably waive, to the fullest extent permitted by law, any objection, including, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such courts.

28. I hereby consent to process being served on me in any suit, action or proceeding by the mailing of a copy thereof by registered or certified mail, postage pre-paid, to me at the address set forth above and that such service shall be deemed completed and effective 30 days from the date of such mailing. Nothing contained herein shall affect the right to serve process in any other manner permitted by law.

29. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action, or proceeding relating to this Agreement.

NOTICE OF RIGHT TO CANCEL

DATE of Transaction: ______________________

You may CANCEL this transaction, without any penalty or obligation, within THIRTY DAYS from the above date. If you cancel, any property traded in, any payments made by you under the contract or sale, and any negotiable instrument executed by you will be returned within TEN BUSINESS DAYS following receipt by the seller of your cancellation notice, and any security interest arising out of the transaction will be canceled. To cancel this transaction, mail or deliver a signed and dated copy of this Cancellation Notice or any other written notice, or send a telegram, to IdentityPadlock, P.O. Box 5186, Westport, CT 06881-5186 NOT LATER THAN MIDNIGHT of the thirtieth day following the date set forth above.

I HEREBY CANCEL THIS TRANSACTION.

Buyer’s Signature ______________________________________ Date ________________________