GOGETHELP, INC. TERMS OF SERVICE

This GOGETHELP, INC. TERMS OF SERVICE (“Agreement”) contain the terms and conditions that apply to a company and/or user, as applicable (“User”, “you” or “your”) of the services provided by GoGetHelp, Inc. (“GoGetHelp”) (collectively, the “Services”) its web site at http://www.GoGetHelp.com. Please read this Agreement carefully.

By clicking on the “I ACCEPT” button, you acknowledge that you have agreed to all of the terms of this Agreement and that you have agreed to become a party to, and legally bound by, this Agreement. If you do not agree to all of the terms of this Agreement, click on the “I DECLINE” button. You will not be able to register for or use the Services if you click on the “I DECLINE” button.

If you have any questions regarding this Agreement, please contact gogethelp@bellsouth.net. This Agreement was last revised on June 3, 2004.

1. Description of Services and Grant of License. GoGetHelp hereby grants to you a non-exclusive, non-transferable, non-sublicenseable, world-wide, license to use the Services for internal business and/or personal purposes only subject to the restrictions in this Agreement. For purposes of this Agreement, the term “Services” shall also include, without limitation, any and all software, data, content, or information in whatever form. GoGetHelp reserves any rights not expressly granted herein. You shall be solely responsible for hardware and interconnections and telecommunications to access the Services. The standard term for a subscription is one year from the date of approved payment of the subscription fee in effect at the time of subscription.

2. License Restrictions. You may not: (a) copy the Services or any software or programming related thereto; (b) permit other individuals or companies to use the Services; (c) modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon the Services or any software or programming related thereto; (d) rent, lease, transfer, resell and/or or otherwise transfer rights to the Services; or (e) delete or write over any portion of any software relating in any manner to the Services. You also agree that you shall only use the Services in a manner that complies with all applicable laws in the jurisdictions in which you use the Services, and that you shall not violate or infringe the rights of any third party. Any such forbidden use shall immediately and automatically terminate your license to use the Services without notice, and all license fees shall become immediately due and payable.

3. Term, Fees and Payment Terms.

4. Registration and Your Information. You agree to (i) provide true, accurate, current and complete information about yourself as prompted by the registration form and (ii) maintain and promptly update such information to keep it true, accurate, current and complete, which may be done by updating the form using Account Setup.

5. Account, Password and Security. You will receive a password and an account identifier upon completing the registration process. You are fully responsible for maintaining the confidentiality of your password and account and all activities that occur under your password or account. Your password and account are for your use only, and you are prohibited from allowing any third parties to use your password or account. You agree to immediately notify GoGetHelp of any unauthorized use of your password or account or any other breach of security.

6. Termination of Access to Services or Account. GoGetHelp may, in its sole discretion, terminate your account or your use of the Services if GoGetHelp believes that you have violated, breached or acted inconsistently with any of your obligations under this Agreement. Upon termination for such violation or breach, You acknowledge and agree that GoGetHelp may at any time deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. Further, you agree that GoGetHelp shall not be liable to you or any third party for any termination of your access to the Services.

7. Modification or Discontinuation of Services. GoGetHelp may, in its sole discretion and at any time, modify or discontinue providing the Services, or any part thereof. In such event, you will be prompted to accept this Agreement, as amended, when you login to your account. If you do not accept the amended Agreement, GoGetHelp reserves the right to immediately terminate your account and your access to the Services as set forth above.

8. Proprietary Rights. The Services, including any of GoGetHelp’s Internet operations, design, content, hardware designs, algorithms, software (in source and object forms), user interface designs, other templates and designs, architecture, class libraries, and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world, and any derivative works, improvements, enhancements or extensions thereof used in connection with the Services are and shall remain the sole and exclusive property of GoGetHelp.

9. Incorporation of Terms of Access. You agree to follow and be bound by all of the terms and conditions contained in the Terms of Access, which bind all users of GoGetHelp web site and are incorporated into and made a part of this Agreement by this reference. You may view the Terms of Access by clicking "Terms of Access" on the home page.

10. User Conduct. Your are solely responsible for the contents of your transmissions through the Services. Your use of the Services is subject to all applicable local, state, national and international laws and regulations.

11. Indemnification. You agree to immediately notify GoGetHelp of and indemnify and hold GoGetHelp, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Services, (including the unauthorized use of your account or any other breach of security known to you), the violation of this Agreement by you, or the infringement by you, or another User using your computer, on any intellectual property or other right of any person or entity.

12. Disclaimer of Warranties. You agree that use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis, and GoGetHelp assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any of your communications, data, or personalization settings.

GoGetHelp hereby disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement, quiet enjoyment, title, merchantability of computer programs and informational content.

GoGetHelp makes no warranty that the Services will meet your requirements, or that the Services will be uninterrupted, timely, secure, or error free; nor does GoGetHelp make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy or reliability of any information obtained through the Services or that defects in the software driving the Services will be corrected.

User understands and agrees that any material and/or data downloaded or otherwise obtained through the use of the Services is done at User’s own discretion and risk and that User will be solely responsible for any damage to User’s computer system or loss of data that results from the download of such material and/or data.

No advice or information, whether oral or written, obtained by User from GoGetHelp or through the Services shall create any warranty not expressly made herein.

13. Limitation of Liability. Neither GoGetHelp, nor its parents, subsidiaries, affiliates, officers and employees, shall be liable for any direct, indirect, incidental, special or consequential damages, resulting from or concerning the use or the inability to use the Services or your failure to comply with this Agreement, including but not limited to, damages for loss of profits, use, data or other intangibles, even if GoGetHelp has been advised of the possibility of such damages. In no event shall the total, aggregate liability of GoGetHelp exceed the amounts paid by you for the Services provided hereunder. Any claim or cause of action made by you under this Agreement must be within one (1) year from the date of the alleged injury.

14. Notices. Unless otherwise provided herein, notices given by GoGetHelp to you will be given by e-mail or by conventional mail. Notices will be sent to the e-mail address or mailing address you provide to GoGetHelp as part of the registration process, or to updated addresses which you provide to GoGetHelp via notice consistent with this paragraph. Notices given by you to GoGetHelp must be given by e-mail to gogethelp@bellsouth.net, or such updated address and number as GoGetHelp may provide you consistently with this notice provision. Notwithstanding anything herein to the contrary, it is your sole responsibility to update your address for notices hereunder, and notice sent to the e-mail or conventional mailing address last provided by you to GoGetHelp shall be valid and binding on you regardless of whether such address has been changed, canceled, has expired, has been terminated, or otherwise becomes inoperative.

15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Georgia, notwithstanding any conflict of laws provisions. You irrevocably and unconditionally (i) consent to submit to the exclusive jurisdiction of the courts of the State of Georgia in the City of Atlanta (the “Georgia Courts”) for any litigation arising out of or relating to this Agreement, (ii) agree not to commence any litigation arising out of or relating to this Agreement except in the Georgia Courts and (iii) agree not to plead or claim in any court that such litigation brought therein has been brought in an inconvenient forum.

16. General. If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. GoGetHelp failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by GoGetHelp in writing. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. This Agreement may be assigned in whole or in part by GoGetHelp. This Agreement may not be assigned in any manner by you without the express, prior written permission of GoGetHelp.