Terms of Service for Identity Theft Protection Customers

IMPORTANT TERMS AND CONDITIONS

SkyGuard Security, LLC d/b/a SkyGuard360 (hereinafter referred to as "us", "we" or "SkyGuard") presents these Terms of Service to you as a condition of SkyGuard's providing identity theft protection services. By agreeing to these terms, you are bound not only by the following Terms of Service, but also SkyGuard's Privacy Policy and WebSite Terms of Use, all of which are available at SkyGuard's website.

1. SERVICES. SkyGuard has agreed to provide to Buyer the services described as follows ("Services"): The SkyGuard identity theft protection service contacts credit bureaus on your behalf to enable fraud alerts on your credit reports. In addition this service will add you to do-not-mail lists. You may request up to three (3) free credit reports every year. All of this is backed by a $1 million service guarantee ("Service Guarantee") more particularly defined in Section 6 of this Agreement. These services are included in the $29.97 per month subscription to SkyGuard360. Up to two (2) persons may be added for identity theft protection as part of the SkyGuard360 subscription.

2. ACCEPTANCE. The Buyer, by entering into this Agreement, accepts all terms and conditions hereof. This Agreement constitutes the entire agreement between the parties and takes precedence over any and all previous verbal or written arrangements in connection with Services performed by SkyGuard for Buyer. Any deletions, modifications, alterations of, or additions to the terms and conditions of this Agreement, to be binding, shall be in writing and signed by authorized representatives of both Buyer and SkyGuard.

3. PAYMENT. All charges are payable in advance. All sales, property, excise and other federal, state or local taxes (other than those taxes based upon SkyGuard's net income), including interest and penalties, shall be paid by Buyer. Our Services will begin upon activation through your member account on our website. Our Services are provided on a month-to-month basis and will automatically renew for successive thirty (30) day terms unless terminated by either party's written notice before the end of the then-current term. If terminated, this Agreement ends on the last day of the then-current term. You authorize us to obtain a NON-INVESTIGATIVE CONSUMER REPORT about you from a consumer reporting agency at any time during the term. We have the right to increase the monthly service charge at any time. We will provide you written notice of any increase at least thirty (30) days before the increase takes effect.

4. EXCLUSIVE WARRANTY AND REMEDY. THE EXCLUSIVE WARRANTY OF SKYGUARD AND THE EXCLUSIVE WARRANTY RELATING TO THIS AGREEMENT IS THAT THE SERVICES SHALL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER. IN THE EVENT THIS WARRANTY IS BREACHED, THE SOLE OBLIGATION OF SKYGUARD, AND THE EXCLUSIVE REMEDY OF BUYER, SHALL BE TO HAVE ALL REASONABLE ADJUSTMENTS, REPAIRS AND REPLACEMENTS NECESSARY TO CORRECT ANY SUCH DEFECT MADE AT THE SOLE COST AND EXPENSE OF SKYGUARD, SUBJECT TO THE LIMITATION SPECIFIED IN PARAGRAPH 5. SKYGUARD MAKES NO OTHER EXPRESS OR IMPLIED WARRANIES CONCERNING ANY SERVICES OR ANY OTHER ITEMS PROVIDED UNDER THIS AGREEMENT. SKYGUARD HEREBY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTIES NOT OTHERWISE SPECIFICALLY SET FORTH HEREIN.

5. LIMITATION OF LIABILITY. IN NO EVENT SHALL SKYGUARD BE LIABLE IN CONTRACT, TORT OR OTHERWISE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOST PROFITS OR DAMAGE OR DESTRUCTION OF DATA, EVEN IF SKYGUARD HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME. IF IT IS DETERMINED THAT WE OR ANY OF OUR AGENTS, EMPLOYEES, SUBSIDIARIES, AFFILIATES OR PARENT COMPANIES ARE DIRECTLY OR INDIRECTLY RESPONSIBLE FOR ANY SUCH LOSS, DAMAGE, INJURY OR OTHER CONSEQUENCE, YOU AGREE THAT DAMAGES SHALL BE LIMITED TO THE LESSER OF $20 OR AMOUNTS ACTUALLY PAID BY YOU UNDER THIS CONTRACT. THESE AGREED UPON DAMAGES ARE NOT A PENALTY. THEY ARE YOUR SOLE REMEDY NO MATTER HOW THE LOSS, DAMAGE, INJURY OR OTHER CONSEQUENCE IS CAUSED, EVEN IF CAUSED BY OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE TO PERFORM DUTIES UNDER THIS CONTRACT, STRICT LIABILITY, FAILURE TO COMPLY WITH ANY APPLICABLE LAW, OR OTHER FAULT. AT YOUR REQUEST, WE MAY ASSUME ADDITIONAL LIABILITY BY ATTACHING AN AMENDMENT TO THIS CONTRACT STATING THE EXTENT OF OUR ADDITIONAL LIABILITY AND THE ADDITIONAL COST TO YOU. YOU AGREE THAT WE ARE NOT AN INSURER EVEN IF WE ENTER INTO ANY SUCH AN AMENDMENT.

6. SERVICE GUARANTEE. The Service Guarantee is provided in support of our Services under this agreement and is provided without additional charge. The Service Guarantee is provided by ID Armor, LLC, a Delaware Limited Liability Corporation ("ID Armor"). You acknowledge and agree that ID Armor is solely responsible for performance of the Service Guarantee, and SkyGuard in no way guarantees or warrants ID Armor's ability to perform its responsibilities under the terms the Service Guarantee. IN NO EVENT SHALL SKYGUARD BE LIABLE IN ANY WAY WHATSOEVER IF ID ARMOR FAILS TO PERFORM ITS RESPONSIBILITIES RELATIVE TO THE SERVICE GUARANTEE. The terms of the Service Guarantee are as follows:

a. If you are our client when someone accesses your personal identifying information and subsequently uses it without your authorization to commit a fraud, due to a failure or defect in our Service, and you have complied with this Agreement, subject to the terms herein, ID Armor will pay professionals to assist in restoring any such loss or recover such expenses, as required, provided however that the maximum limit of ID Armor's Service Guarantee is $1 (one) million per lifetime for all incidents in the aggregate.

b. You must be truthful with us and you must tell us of the use of your personal identifying information without your authorization to commit a fraud within 30 days of first learning of it. You agree to cooperate with those we or ID Armor hires to help you.

c. If you need professional assistance to help remediate damages caused by the failure or defect in our Service, ID Armor will arrange for, and cover the expense of, that assistance to be provided to you through persons or firms ID Armor selects; ID Armor will not reimburse fees of professionals or other service providers unless ID Armor chooses those providers for your particular matter. Any such professionals, if required or applicable, will be licensed in the jurisdiction where your particular matter resides.

d. ID Armor will cure any failure or defect in the Services, resulting in damages you incur, subject to the terms of this Agreement as follows: If the amount involved is over $1,000, ID Armor reserves the right to investigate the Service Guarantee request in order to determine whether the request is valid before ID Armor does anything else. ID Armor will perform its investigation as promptly as it can. If its investigation shows that a reasonable person would conclude that your personal identifying information was used without your authorization to commit a fraud while you were our client and you have complied with all of this Agreement, ID Armor will perform as described herein.

e. If we or ID Armor find that you intentionally misrepresented damages or committed a fraud related crime and misrepresented that you were our client when your information was misused, you agree to pay us back upon demand any amount we and/or ID Armor have paid in connection with your claim, including any costs we and/or ID Armor incur to collect the money from you. Being found guilty of a crime related to the loss which you attributed to identity theft is sufficient evidence to conclude that we and/or ID Armor are entitled to recover all amounts paid on your behalf as described above, but it is not the only basis upon which we and/or ID Armor may so conclude.

f. Similarly, should ID Armor decline your Service Guarantee request following its investigation and that decision subsequently is determined to have been wrong, ID Armor will honor its Service Guarantee.

g. ID ARMOR'S SERVICE GUARANTEE IS SIMPLE, BUT IT IS LIMITED. ID ARMOR WILL PAY UP TO $1,000,000 TO CURE THE FAILURE OR DEFECT IN OUR SERVICE, PER CLIENT, PER LIFETIME FOR ALL INCIDENTS IN THE AGGREGATE, REGARDLESS OF CIRCUMSTANCE (‡ IN NORTH CAROLINA, ID ARMOR WILL MAKE PAYMENTS TO PROFESSIONALS ID ARMOR CHOOSES). ID ARMOR WILL NOT MAKE PAYMENTS TO YOU FOR ANY LOSS YOU MAY INCUR. OTHER THAN ITS SERVICE GUARANTEE, AND EXCEPT AS OTHERWISE SET OUT HEREIN ID ARMOR MAKES NO REPRESENTATION OR WARRANTY ABOUT OUR SERVICE OF ANY KIND, AND ID ARMOR DISCLAIMS ANY IMPLIED WARRANTIES OUTSIDE OF ITS SERVICE GUARANTEE, SUCH AS A WARRANTY OF MERCHANTABILITY OR FITNESS OF OUR SERVICE FOR ANY PARTICULAR PURPOSE.

7. NONDISCLOSURE. Buyer hereby acknowledges and agrees that this Agreement, the terms set forth herein, and any other information relating to the performance of the Services by SkyGuard which may be received by Buyer are and shall be treated as strictly secret and confidential by Buyer and as the sole and exclusive property of SkyGuard. Buyer hereby agrees for itself, its employees, officers, directors, shareholders, agents, subcontractors, successors and assigns that they will not, without the express written permission of SkyGuard, furnish, disclose or make available or cause to be furnished, disclosed or to be made available, directly or indirectly, to any person, corporation, firm or any other entity at any time whatsoever any information, description, design, concept, idea, technique, client list or other information concerning the performance of the Services by SkyGuard, no matter from whom or in what manner Buyer may have acquired such information.

8. FORCE MAJEURE. SkyGuard shall not be liable for any delay or failure to perform its obligations hereunder due to any strikes, lockouts, secondary boycotts, labor organization stoppages and harassments, damages caused by fire, lightning, earthquake, other natural disasters, or other casualty, and any other conditions beyond the control of SkyGuard.

9. BUYER'S WARRANTIES. In order to induce SkyGuard to enter into this Agreement, Buyer hereby represents and warrants that the following are true and correct on the date hereof and shall be true and correct at all times during the term and any renewal term of this Agreement:

a. Buyer has the full right, power and authority to execute, deliver and perform this Agreement and all actions and transactions contemplated hereby.

b. This Agreement constitutes a valid and binding obligation of Buyer in accordance with its terms. Neither the execution, delivery nor the performance of this Agreement will result in any breach of any term or provision of any contract, agreement or other instrument, or any judgment, decree or order of any court to which SkyGuard is a party or by which Buyer may be bound. No consent and authorization of any person, firm, corporation or other entity pursuant to any of the aforementioned instruments or otherwise is required as a condition precedent to the consummation of Buyer of this Agreement or the transactions contemplated hereby.

c. All documents, instruments, books and records furnished to SkyGuard by Buyer, whether or not referred to or made a part of this Agreement, are in all respects true, correct and complete.

d. The representations and warranties made by Buyer in this Agreement, and the statements contained in any certificate, schedule, list or other writing furnished to SkyGuard pursuant hereto, contain no incorrect statement or omission of any material fact.

10. INFORMATION SHARING. In order to fulfill its Services, SkyGuard must provide Buyer's personal identifying information with third parties including, but not limited to ID Armor or other credit bureau as may become appropriate. Buyer agrees that SkyGuard may provide Buyer's information to these third parties. Therefore, you waive any and all claims against SkyGuard for the acts and omissions of these companies with regard to the use or disclosure of such information.

11. REFUSAL OF SERVICE. SkyGuard will determine whether or not to accept Buyer as a client and provide to Buyer the Services, and SkyGuard may refuse to provide to Buyer the Services for any reason. These reasons include, but are not limited to, credit review, the unavailability of the Services, loss of contract with a vendor, and errors in the prices and descriptions pertaining to the Services.

12. COMPLIANCE WITH LAWS. Without limitation of any other provision of this Agreement, Buyer hereby warrants that it will properly comply with all laws in a timely manner, and Buyer agrees to indemnify, defend and hold SkyGuard harmless for any and all costs, penalties, fines or other liability incurred by SkyGuard, directly or indirectly, including without limitation, reasonable attorneys' and other professional fees, relating to any failure of Buyer to comply fully or properly with the requirements of any applicable laws.

13. AUTHORIZATION. By accepting these terms and conditions, Buyer expressly authorizes SkyGuard's authorized employees to: complete and execute on Buyer's behalf documents required to provide the Services; speak to parties on Buyer's behalf as required to provide the Service; and, act as Buyer's personal representative under 15 U.S.C. § 1681c-1, under which consumers or their authorized representatives have the right to obtain fraud alerts.

14. INDEMNIFICATION. Buyer agrees to indemnify, defend and hold SkyGuard and any of its affiliates and all of their agents, directors, employees, information providers and licensors and licensees harmless from and against any and all liability and costs (including attorneys' fees and costs) incurred by any of these parties in connection with any claim arising out of any willful or intentional breach by Buyer of this Agreement. In the event that either (a) Buyer is the subject of claims for which Buyer properly seeks damages from SkyGuard under this Agreement, or (b) SkyGuard is subject to any claim for which it has the right to be indemnified by Buyer, SkyGuard reserves the right at its expense in the case of claims in clause (a) and at Buyer's expense in the case of claims in clause (b), to assume the exclusive defense and control of any such claim, and Buyer will not in any event settle any such claim without SkyGuard's written consent.

15. CREDIT REPAIR AND INSURANCE. SKYGUARD IS NOT A CREDIT REPAIR ORGANIZATION. SKYGUARD CANNOT IMPROVE BUYER'S CREDIT HISTORY OR CREDIT RATING. SKYGUARD WILL NOT PROVIDE BUYER WITH ADVICE OR ASSISTANCE IN IMPROVING BUYER'S CREDIT HISTORY OR CREDIT RATING; RATHER SKYGUARD WILL HIRE PROFESSIONALS TO ASSIST BUYER. SKYGUARD IS NEITHER AN INSURANCE COMPANY NOR AN AGENT FOR ANY INSURANCE COMPANY AND DOES NOT SELL, SOLICIT OR NEGOTIATE INSURANCE.

16. NOTICES. Any notice, communication, request, reply or advice (hereinafter severally and collectively called "Notice") in this Agreement provided or permitted to be given, made or accepted by either party to the other must be in writing and must be given or served by depositing the same in the United States mail, addressed to the party to be notified, postage prepaid, and registered or certified with return receipt requested. Notice deposited in the mail in the manner hereinabove described shall be effective only if and when received or refused by the party to be notified. For purposes of Notice, the addresses of the parties, until changed as herein provided, shall be those addresses set forth above in this Agreement.

17. GOVERNING LAW. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be construed in accordance with, and shall be governed by, the substantive laws of the Commonwealth of Pennsylvania without regard to its principles of conflicts of law.

18. ARBITRATION. Any and all disputes or claims arising out of this Agreement shall be resolved and determined solely and exclusively by arbitration, pursuant to the rules, then obtaining, of the American Arbitration Association, or any successor, at its office nearest Lansdale, Pennsylvania. The prevailing party in any arbitration shall be entitled to receive reasonable costs and reasonable attorney's fees from the non-prevailing party. SkyGuard shall select one arbitrator and Buyer shall select one arbitrator and the two so selected shall select a third. The arbitrators shall be individuals skilled in the legal and business aspects of the subject matter of this Agreement. Notice of the demand for arbitration shall be made in writing to the other party to this Agreement and to the American Arbitration Association. The demand shall be made within a reasonable time after the claim or dispute has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on the claim or dispute would be barred by the applicable statute of limitations. The arbitration award shall be final and binding upon the parties. Judgment upon the award shall be binding and may be entered in any court of competent jurisdiction.

19. MISCELLANEOUS.

a. Buyer shall be bound by any representation or undertaking made by any of its agents or employees with respect to the Services.

b. In the event that any provision of this Agreement is declared invalid by any tribunal or law, the remainder of the provisions shall not be affected thereby, and each term and provision not declared invalid or unenforceable shall be valid and shall be enforced to the fullest extent permitted by law.

c. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

d. No claim or right arising out of a breach of this Agreement by Buyer may be discharged in whole or in part by a waiver of the claim or right, unless the waiver is in writing signed by an authorized representative of SkyGuard. SkyGuard's waiver or acceptance of any breach by Buyer of any provisions of this Agreement shall not constitute a waiver of or an excuse for nonperformance as to any other provision of this Agreement nor as to any prior or subsequent breach of the same provision.

e. SkyGuard is neither a subsidiary nor an affiliate of Buyer. Nothing contained in this Agreement shall be deemed to create a partnership or joint venture between the parties thereto, and each of the parties hereto shall in all matters connected herewith be an independent contractor. Neither party shall incur any indebtedness or obligation in the name of, or which shall be binding on, the other without prior written consent.

20. WAIVER. Any failure of a party to comply with any obligations, agreements or conditions as hereinafter set forth may be expressly waived in whole or in part in writing by the other party.

21. ENTIRE AGREEMENT. THIS CONTRACT CONSTITUTES OUR ENTIRE AGREEMENT. BY SIGNING IT YOU ADMIT THAT YOU ARE NOT RELYING ON OUR ADVICE OR ADVERTISEMENTS. YOU AGREE THAT YOU AND WE ARE NOT BOUND BY ANY REPRESENTATION, PROMISE, CONDITION, INDUCEMENT OR WARRANTY, EXPRESS OR IMPLIED, THAT IS NOT INCLUDED IN WRITING IN THIS CONTRACT. THE TERMS AND CONDITIONS OF THIS CONTRACT APPLY AS PRINTED WITHOUT ALTERATION OR QUALIFICATION, UNLESS A CHANGE IS APPROVED IN WRITING BY OUR AUTHORIZED REPRESENTATIVE. THE TERMS AND CONDITIONS OF THIS CONTRACT SHALL GOVERN EVEN IF YOU SUBMITTED A PURCHASE ORDER OR OTHER DOCUMENT WITH INCONSISTENT OR ADDITIONAL TERMS AND CONDITIONS. IF A COURT DETERMINES THAT ANY PROVISION OF THIS AGREEMENT IS INVALID OR UNENFORCEABLE, THAT PROVISION SHALL BE DEEMED AMENDED AND ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY STATE LAW, HOWEVER, EACH AND EVERY OTHER PROVISION OF THIS AGREEMENT SHALL CONTINUE TO BE VALID AND ENFORCEABLE.