Dated 08/01/2010

1. ACCEPTANCE. Welcome to MyAssist! MyAssist, Inc., a Wisconsin corporation, ("MyAssist") provides to you the customer ("Customer") the MyAssist Services (defined below) according to these terms and conditions (the "Agreement"). This is a legal agreement between you and MyAssist. This Agreement is intended to be fully effective and legally binding upon you and us. You may agree to be bound by all of the terms and conditions of this Agreement or you may decline the entire Agreement. The choice is yours. If you decline, then you are not authorized to access any MyAssist Services (defined below).

If you are located in any jurisdiction in the world where the common, statutory, regulatory or codified law of such jurisdiction would void this Agreement in whole or in any essential part (the essential parts being at least, but not only, the exclusive jurisdiction and venue and exclusive remedy provisions, the warranty disclaimers, the limitations of liability and the privacy guidelines), or would make accessing the MyAssist Services illegal, then you are not authorized to use the MyAssist Services and, if you do, you do so entirely at your own risk.

2. DESCRIPTION OF SERVICES. MyAssist provides Customers with both Information Assistance and Transaction Assistance, which are collectively the "MyAssist Services." In providing the MyAssist Services we may obtain personally identifiable information from you such as email address, telephone numbers, usernames, passwords, bank account numbers, credit card account numbers or other sensitive information ("Personal Information"). For MyAssist Exclusion of Warranties and Limitations on Liability, please see Sections 8 and 9 below.

a. Information Assistance. MyAssist Information Assistance involves the search, retrieval and provision of public information to you. Examples include driving directions, directory services, locating third party service providers (e.g. auto repair and towing, medical providers, tuxedo rental) and other general research of public information systems. Because MyAssist relies on information that is publically available and provided by third parties we cannot guarantee the accuracy or completeness of the information. While MyAssist will use reasonable efforts to provide you with appropriate information, you acknowledge that we are not responsible or liable for the truthfulness, accuracy or timeliness of the information provided. While MyAssist personnel are trained in general research of publically available information, MyAssist personnel do not have any specific training, certification or professional credentials related to the MyAssist Services.

b. Transaction Assistance. MyAssist Transaction Assistance involves the interaction of MyAssist personnel with a third party on your behalf. Examples include filing lost luggage claims, notifying card companies of stolen credit cards, booking reservations, making tee times, securing tickets for movies, sporting events or concerts, arranging for tow service and purchasing other goods and services on your behalf. Due to the wide range of Transaction Assistance that MyAssist may provide, we cannot verify the authenticity, legitimacy or quality of any third party with whom we may interact on your behalf. If you do not want us to provide your Personal Information for use on your behalf you may opt-out of Transaction Assistance by notifying us at 1-877-692-7747. If you opt-out of Transaction Assistance, then MyAssist personnel will only provide you with Information Assistance. If you do not opt-out, then MyAssist will use whatever Personal Information you have provided to us that MyAssist deems necessary in providing Transaction Assistance, to include, but not limited to, providing your credit card, bank account or other information to third parties to assist you in a transaction you have requested. By utilizing the Transaction Assistance you acknowledge that you will be solely responsible for all costs, charges, fees and expenses incurred on your behalf with third parties, including, but not limited to, credit card transaction fees, non-refundable booking fees and fees for services or products.

c. Service Limitations. You acknowledge that MyAssist is not providing any legal, accounting, investment, financial, medical or other professional advice in connection with MyAssist Services. If you desire such advice, please seek-out a certified or licensed professional in your jurisdiction. Furthermore, you acknowledge that there is no fiduciary, contractually implied or other relationship created between you and MyAssist through your use of the MyAssist Services other than as expressly provided in this Agreement. MyAssist reserves the right to decide, in our sole discretion, not to act upon any specific requests for service that we subjectively consider excessive, obscene, lewd, lascivious, violent, harassing, or otherwise objectionable. You agree that you will not make any request of MyAssist that violates any law, rule, regulation or agreement or that would otherwise expose MyAssist to any civil or criminal liability.

3. SERVICE AVAILABILITY. You acknowledge that MyAssist Services are provided to you through, and are reliant upon, various modes of communication including telephone, electronic mail, and internet provider systems and services. Neither party will be liable for delay in performing or failure to perform any of its obligations under this Agreement which is caused by circumstances beyond its reasonable control, including, but not limited to, the failure, malfunction or unavailability of telecommunications, data communications and computer systems and services, war, acts of terrorism, civil unrest, government action, strikes, lock-outs, power outages, extreme adverse weather, or acts of God.

4. THIRD PARTY CHARGES AND SECURITY.

a. Third Party Charges. MyAssist is not responsible for any charges you incur as a result of accessing MyAssist Services through or by another party's system or service. Furthermore, any and all charges, fees and liabilities incurred with a third party on your behalf in the rendering of Transactional Assistance shall be solely your responsibility.

b. Security. We will take commercially reasonable steps to protect account numbers and other sensitive Personal Information that we store. Except as specifically provided in our Privacy Policy, you agree and understand that transmission to and from MyAssist Services is not confidential and your communications may be read or intercepted by others.

5. MODIFICATION, SUSPENSION AND CANCELLATION.

a. Cancellation by Customer. You may request termination of your MyAssist Services at any time by submitting your request to MyAssist. Any such termination shall be effective at the end of your current contract period. For example, if you purchase MyAssist Services on a monthly basis and you request termination half-way through your current month, then you shall continue to have access to the MyAssist Services (under the terms of the current Agreement) until the end of that month. There shall be no refund issued for amounts already paid to MyAssist for the current period.

b. Modification and/or Termination of Services. MyAssist reserves the right, at any time and from time to time, to modify, limit, suspend, or terminate, either temporarily or permanently, the MyAssist Services (or any part thereof). Such action may be taken without your consent and with or without notice to you. You agree that MyAssist shall not be liable to you or to any third party for any such modification, limitation, suspension, or termination of MyAssist Services except as expressly provided in the next section.

c. Complete Termination. If your MyAssist Services are completely terminated without cause, then MyAssist shall issue you a refund on a pro-rated basis from the date of termination. There shall be no refunds for partial termination, limitation or suspension of your MyAssist Services. If your MyAssist Services are completely terminated for one of the following reasons, then MyAssist shall be under no obligation to issue a refund, either partial or whole, for any amount of unused MyAssist Services: (a) your violation of this Agreement or any other MyAssist agreements, policies or guidelines incorporate herein, (b) requests or orders by a government agency, (c) discontinuance, modification or suspension of any part of the MyAssist Services (so long as such part is not substantially all of the MyAssist Services), (d) technical or security problems associated with MyAssist Services or any supporting or underlying service, (e) your engaging in fraudulent or illegal activities, and/or (f) your failure to pay any fees, charges or costs owed by you to MyAssist or any third party in connection with MyAssist Services.

6. TRANSFERABILITY. MyAssist Services are personal services to the individual originally named on the account. Any and all rights to or benefits from your account are non-transferable by you. Your account shall terminate upon your death and as otherwise provided for herein. Upon receipt of a death certificate, your account may be terminated and all contents therein permanently deleted. You agree that, except as expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement or of your account. MyAssist reserves the right to assign its rights and obligations under this Agreement to a company affiliated with us now or in the future and/or to a third party that purchases or otherwise acquires the business assets of MyAssist and that assumes this Agreement. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties.

7. RESTRICTIONS ON USE. MyAssist Services are solely for your personal, non-commercial use. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the MyAssist Services. Unless specified otherwise herein, all users must be at least eighteen (18) years of age and a legal resident of the United States to use the MyAssist Services or otherwise submit Personal Information. MyAssist Services are designed and targeted to United States audiences and are governed by and operated in accordance with the laws of the United States. MyAssist makes no representation that the MyAssist Services are operated in accordance with the laws or governed by the laws of other nations. By your use of the MyAssist Services, you certify that you are at least eighteen (18) years of age and located in the United States. If you are located in the European Union or anywhere else outside the United States and you use the MyAssist Services contrary to the restrictions of this Section, then you do so at your own risk and initiative, and are responsible for compliance with any applicable local laws. Any Personal Information you voluntarily submit to us will be transferred to the United States and subject to United States Law.

8. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. YOUR USE OF THE MYASSIST SERVICES ARE AT YOUR SOLE RISK. THE MYASSIST SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MYASSIST AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b. MYASSIST AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE MYASSIST SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE MYASSIST SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MYASSIST SERVICES WILL BE ACCURATE; AND (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE MYASSIST SERVICES WILL MEET YOUR EXPECTATIONS.

c. ANY MATERIAL OBTAINED THROUGH THE USE OF THE MYASSIST SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOU OR YOUR PROPERTY.

d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MYASSIST OR THROUGH OR FROM THE MYASSIST SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

9. LIMITATION ON LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT MYASSIST AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MYASSIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE MYASSIST SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA OR PERSONAL INFORMATION; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY IN CONNECTION WITH THE MYASSIST SERVICE OR TO WHOM THE MYASSIST SERVICE REFERRED YOU TO; OR (e) ANY OTHER MATTER RELATING TO THE MYASSIST SERVICE.

10. EXCLUSIONS AND LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 8 AND 9 MAY NOT APPLY TO YOU, TO THE EXTENT THAT SUCH LIMITATIONS AND JURSIDICTIONS ARE APPLICABLE YOU.

11. INDEMNITY. You agree to indemnify and hold MyAssist and its subsidiaries, affiliates, directors, officers, agents, employees, partners and licensors harmless from any claim or demand made by any third party due to or arising out of any action taken by MyAssist at your direction or on your behalf, your violation of this Agreement or your violation of any rights of another. Such indemnification includes reasonable costs and attorneys' fees related to the defense to any such third party claim or demand.

12. EXCLUSIVE REMEDY. Your exclusive remedy and the limit of MyAssist's liability for any and all losses, injuries, or damages resulting from the use of MyAssist Services shall be the return of the purchase price paid by you for the period of service which gives rise to the claim. Under no circumstances shall MyAssist be liable for any special, direct, or consequential damages suffered by you. Under no circumstances, implied or otherwise, is MyAssist to be liable for more than the purchase price of the MyAssist Services.

13. PRIVACY POLICY. Your use of the MyAssist website and/or the MyAssist Services is subject to our Privacy Policy posted at www.myassist.com.

14. SUBSCRIPTION FEES AND PAYMENT.

a. Payment Terms. MyAssist Services are provided on either a monthly or yearly subscription basis. The cost of a particular subscription is provided at the time you activate your account. The membership fee is calculated from the day upon which your paid membership commences, subject to any trial offers we provided you at the time you sign-up. You agree that if you apply for a free trial period ("Trial Plan") and do not cancel such Trial Plan, you authorize MyAssist to convert the Trial Plan into a regular paid plan for the term selected. You hereby authorize MyAssist to charge your credit card or debit card, in advance, for the amount of your regular plan fee on the first day following the expiration of your current plan unless you cancel your subscription prior to such date. For example, if you sign up on June 1 for a monthly plan you will be charged for the month of June on June 1 and then automatically charged for the month of July on July 1 unless you cancel your subscription by June 30th. The subscription fee, when paid, is non-refundable (except as expressly provide herein) and accrues on the first day of each term or successive renewal term until canceled, regardless of whether or not you actually use the MyAssist Services. Notwithstanding the language in this paragraph, if a subscription resulted from a special introductory promotional offer, then the terms of that specific promotional offer shall control. All fees are quoted and payable in United States Dollars. You are also responsible for paying all applicable taxes and any other costs incurred in connection with the use of or access to the MyAssist Services. Various services, whether offered by MyAssist, third-party service providers or others, may require additional fees or charges.

b. Current Card Information. MyAssist will only accept payment by credit or debit card. You are required to pay all charges on time, and agree, when requested, to submit appropriate payment authorization in connection with charges for your account or subscription. Credit card transactions require an acceptable and currently working/continuously valid credit card number/account. MyAssist may terminate or disable your access to MyAssist Services if you fail to fully pay all amounts due in a timely manner. If your credit card expires or is otherwise declined for payment, access to the MyAssist Services may be modified, suspended or cancelled, in MyAssist's sole discretion and without notice to you. You shall pay all costs incurred by MyAssist with respect to collection of any past due amount, including legal fees. Each time you access or use the MyAssist Services, you re-affirm that MyAssist is authorized to obtain payment through a selected payment method.

c. Account Discrepancies. You may contact the MyAssist Customer Service Department by e-mail at info@myassist.com or telephone at 1-877-692-7747 concerning charges or other questions regarding the status of your account. However, if your account-related questions are not satisfactorily resolved within fifteen (15) business days of your first calling or sending an e-mail to the MyAssist Customer Service Department regarding such questions, you must write to the MyAssist Customer Service Department at: 1145 Clark St Stevens Point WI 54481, delivered by United States mail. Notwithstanding the foregoing, in no event may you dispute any charge or account billing hereunder later than ninety (90) days after such account billing or other discrepancy that you question should have been or could have been reasonably discovered by you. Otherwise, except as required by applicable law, any and all such complaints are waived by you.

15. COPYRIGHT/TRADEMARK.

a. Copyright. All content included on this site or in connection with the MyAssist Services, such as text, graphics, logos, button icons, images, audio clips, video clips, digital downloads, data compilations, and software, is the property of MyAssist or its content suppliers and is protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of MyAssist and protected by United States and international copyright laws. All software used on this site is the property of MyAssist or its software suppliers and is protected by United States and international copyright laws.

b. Trademarks. "MyAssist" is a registered trademark and the MyAssist logo and other marks indicated on our site or in connection with the MyAssist Services are trademarks of MyAssist, or of its content suppliers, in the United States and/or other countries. Other MyAssist graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of MyAssist. MyAssist's trademarks and trade dress may not be used in connection with any product or service that is not MyAssist's, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits MyAssist. All other trademarks not owned by MyAssist that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by MyAssist.

c. License and Site Access. MyAssist grants you a limited non-exclusive license to access and make personal use of this site but not to download (other than page caching) or modify it, or any portion of it, except with express written consent of MyAssist. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of MyAssist. This license does not include any resale or commercial use of this site or its contents or any derivative use of this site or its contents.

16. CHANGES TO THIS AGREEMENT. Due to the constantly evolving legal, business and economic environment (especially on the Internet) it may be necessary for MyAssist to modify this Agreement from time to time. When changes are made, we will post a revised agreement to our website and send an email notification to the most recent email address we have on file for you. In order to continue to receive MyAssist Services, you will need to login and accept the revised Agreement. If you decide to decline the revised Agreement, then MyAssist reserves the right to continue to offer MyAssist Services to you upon the same terms and conditions as the most recently accepted Agreement or to discontinue your access to MyAssist Services and issue a pro-rated refund based on the amount of time left in your subscription. The current version of this Agreement that you have agreed to shall control as to any dispute or claim you or MyAssist has regarding your MyAssist Services. Unfortunately we cannot accept any modifications to the Agreement by you. Furthermore, none of our employees, partners, contractors or other service providers are authorized to modify the Agreement you have with us, either orally or in writing. You may access the current version of this Agreement at: www.myassist.com.

17. GENERAL PROVISIONS.

a. Severability. If any provision of this Agreement is found or declared to be invalid or unenforceable by any court having jurisdiction, such finding or declaration shall not invalidate any other provision hereof, and this Agreement shall thereafter continue in full force and effect except that such invalid or unenforceable provision, and (if necessary) other provisions hereof, shall be reformed by a court of competent jurisdiction so as to effect insofar as is practicable the intention of the parties as set forth in this Agreement. Provided, that if such court is unable or unwilling to effect such reformation, the invalid or unenforceable provision shall be deemed deleted to the same extent as if it had never existed.

b. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior and contemporaneous representations, proposals, agreements, negotiations, advertisements, statements, or understandings, whether oral or written.

c. Headings. Section headings in this Agreement are for convenience of reference only and shall not govern the interpretation of any of the provisions of this Agreement.

d. No Third Party Beneficiaries. No provision of this Agreement shall be deemed to confer upon other third parties any remedy, claim, reimbursement, cause of action or other right.

e. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin and any applicable federal trademark, copyright and/or patent laws. The exclusive forum for any lawsuit or legal action that arises in whole or part out of this Agreement shall be the Circuit Court of Portage County, Wisconsin and federal courts sitting in Wisconsin and Customer hereby consents to the personal jurisdiction of the Circuit Court of Portage County, Wisconsin and the federal courts sitting in Wisconsin.

 

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