Information We Collect and How We Use It

Our primary goal in collecting information is to provide and improve our Site, services, features and content, to administer your membership (together, the "Service"), and to enable users to enjoy and easily navigate the Site.

We Limit How Your Personally Identifiable Information is Used

• When you register with us through the Site as a Member we will ask you for personally identifiable information. This refers to information about you that can be used to contact or identify you ("Personal Information"). Personal Information includes, but is not limited to, your name, phone number, credit card or other billing information (if you purchase a subscription for use of the Service), email address and home and business postal addresses.
• We also collect the other information that you provide as part of registration and the administration and personalization of your profile webpage (e.g., without limitation, zip code (on its own) and individual preferences and Financial Information (as defined below)) ("Non-Identifying Information").
• We use your Personal Information (in some cases, in conjunction with your Non-Identifying Information) mainly to provide the Service, complete your transactions, and administer your inquiries.
• Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers (for example, combining your zip code with your street address) in a way that enables you to be identified. But, the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information and aggregate it with information collected from other Members (defined below) to attempt to provide you with a better experience, to improve the quality and value of the Service and to analyze and understand how our Site and Service are used. We may also use the combined information without aggregating it to serve you specifically, for instance to deliver a product or service to you according to your preferences or restrictions.
• We also use your Personal Information for the Company to contact you with our newsletters, marketing or promotional materials, and other Company information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the unsubscribe instructions provided in any of the communications, update your preferences from within the User Services Center, or contact us at privacy@lifecounts.com with a request that you wish to no longer receive such communications from us. (For more information see "Changing or Deleting Information.") However, the Company may use your Personal Information to contact you about significant announcements about the Site or Services, about your Account, about fulfillment of any transactions you may complete using the Service, or about other significant developments that may affect your use of the Site. You cannot choose to not receive these kinds of communications.

Your Financial Information Is Not for Sale

We do not and will not share, rent, or sell your financial information (which includes, without limitation, your transaction history and account balances) ("Financial Information"). As part of the Service, we may obtain Financial Information from financial institutions you have accounts with and make it available on the Site. Such Financial Information may or may not contain Personal Information. You will be given the opportunity to consent before we solicit financial institutions for your Financial Information. These financial institutions may have their own privacy policies that govern the sharing of your Financial Information with third parties. By soliciting a financial institution for your Financial Information after obtaining your consent, we do not represent or warrant, either expressly or implicitly, that the sharing of your Financial Information by that financial institution with us complies with that financial institution’s privacy policy. By consenting to our obtaining your Financial Information from a financial institution, you authorize us to obtain your Financial Information consistent with the terms of the agreement between you and the Company. If you wish to limit the financial institutions from which we obtain Financial Information about you, please update your preferences in the User Services Center. (For more information see "Changing or Deleting Information.")

How Log Data Improves Service Delivery

When you visit the Site as a Member (any of these, a "Company User"), our servers automatically record information that your browser sends whenever you visit a website ("Log Data"). This Log Data may include information such as your computer’s Internet Protocol ("IP") address, browser type, or the webpage you were visiting before you came to our Site, pages of our Site that you visit, the time spent on those pages, information you search for on our Site, access times and dates, and other statistics. We use this information to monitor and analyze use of the Site and the Service, and for the Site’s technical administration, to increase our Site’s functionality and user-friendliness, and to detect and deter fraudulent activity. For example, if you access your Account and minutes later subsequent attempts are made to access your Account from a remote location, we may suspend access to your Account in order to prevent privacy or security compromise by fraudsters. We also use this information to verify that visitors to the Site meet the criteria required to process their requests. We do not treat Log Data as Personal Information or use it in association with other Personal Information, though we may aggregate, analyze and evaluate such information for the same purposes as stated above regarding other Non-Identifying Information.

Limiting the Use of Cookies

We do not utilize persistent "cookies" to monitor your activity and movement throughout the Internet. We utilize per-session cookies, which are small data files transferred to your computer for the purpose of web application session tracking. Unlike persistent cookies, per-session cookies are deleted from your computer when you log off from the Site and Service and then close your browser. Nothing is permanently stored on your computer and everything is removed upon closing your session. You can instruct your browser, by changing its options, to stop accepting cookies or to prompt you before accepting a cookie from the websites you visit, though if you do not accept cookies, you may not be able to use all portions of the Site or all functionality of the Service.

Protect Yourself Against Phishing

We are committed to safeguarding your personal information and helping protect you from identity theft and "phishing." We do not and will not, at any time, request your credit card information, your account ID, login password, or national identification numbers in a non-secure or unsolicited e-mail or telephone communication. For more information about phishing, visit the Federal Trade Commission’s website at www.ftc.gov. If you do receive correspondence requesting any of the previously mentioned information, please submit a Customer Support Request from within the User Services Center immediately.

Aggregated Information and Non-Identifying Information Are Not For Sale

We do not and will not share, rent, or sell aggregated financial data or your Personal Information with marketers or unaffiliated third parties. However, we may share and otherwise disclose Non-Identifying Information and Log Data with affiliated third parties for industry analysis, demographic profiling and to improve user experience. Any aggregated information shared in these contexts will not contain financial data and Personal Information.

Limiting the Role of Service Providers

We may use third-party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Site-related services (e.g., without limitation, billing/payment services, marketing services, maintenance services, web analytics and improvement of the Site’s features) or to assist us in analyzing how our Site and Service are used. These third parties have limited access to Personal Information and are only provided with information necessary to perform these tasks on our behalf. They are obligated to maintain the confidentiality of the information disclosed to it and are prohibited from disclosing or using your Personal Information for any other purpose.

Complying with Laws and Law Enforcement

We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose any information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal processes (including but not limited to subpoenas), to protect the property and rights of Company or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, unethical or legally actionable activity.

Your Data May Only be Transferred as a Result of a Change of Control

Company may sell, transfer or otherwise share some or all of its assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy.

Retention

Subject to what is provided below in "Changing or Deleting Your Information," by becoming a Member, you are giving us consent to retain your Personal Information and Non-Identifying Information for as long as you are a Member.

Changing or Deleting Your Information

You may review, update, correct or delete the Personal Information in your Member Profile through the User Services Center accessible after you login to the Site. You can also review, add, and delete the financial institutions from which we obtain Financial Information about you on your Member Profile. If you completely delete all such information, then your Account may become deactivated. If you would like us to delete all or a portion of your record in our system, please contact us at privacy@lifecounts.com with a request that we delete your Personal Information and/or Financial Information from our database. We will use commercially reasonable efforts to honor your request. We may retain an archived copy of your records as required by law or for legitimate business purposes.

Protecting Your Security and Privacy

Security and privacy are cornerstones of our Service offering. We take our responsibility of safeguarding your information seriously and employ physical, technological, and administrative security measures in order to protect your information. These measures include: storing Member information in an undisclosed, high-security data center; using secured, encrypted servers to store Member information; storing your information in encrypted form behind a firewall designed to block access from outside our network; and backing up data files on a regular basis. However, we remind you that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, while we strive to use reasonable means to protect your personal information, we cannot guarantee its absolute security. As a result, we encourage you to take reasonable precautions to protect your anonymity and personal information when using the Site. Our policy is to limit access to your Personal Information to those of our employees who need access to perform their duties. Any employee who violates our privacy and/or security policies may be subject to disciplinary action. We will make any legally required disclosures of any breach of the security, confidentiality, or integrity of your unencrypted electronically stored "personal data" (as defined in applicable state statutes on security breach notification) to you via email or conspicuous posting on this Site (or any other means of communication required by law) in a reasonably prompt manner and without unreasonable delay, insofar as consistent with: (i) the legitimate needs of law enforcement, or (ii) any measures necessary to determine the scope of the breach and restore the reasonable integrity of the data system.

Our Policy Toward Children Under 13

THIS SITE IS NOT DIRECTED TO CHILDREN UNDER 13. We do not knowingly collect personally identifiable information from children under 13. If a parent or legal guardian becomes aware that his or her child has provided us with Personal Information without their consent, he or she should contact us at privacy@lifecounts.com. If we become aware that a child under 13 has provided us with Personal Information, we will use our best efforts to remove the information permanently from our records.

Links to Other Sites

The Site may contain links to third-party websites or resources. If you choose to visit a third party website by "clicking on" an advertisement, or click on another third party link, you will be directed to that third party’s website or resource. The fact that we link to a website or present an advertisement is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third-party websites or resources. These other websites or resources may place their own cookies or other files on your computer, collect data or solicit personal information from you. Other sites follow different rules regarding the use or disclosure of the personal information you submit to them. We encourage you to read the privacy policies or statements of the other websites you visit.

Contacting Us

If you have any questions about this Privacy Policy or any complaints, please contact the Company at privacy@lifecounts.com.

Account Registration

In order to access certain features of the Site and Services and to post any Content on the Site or through the Services, you must register for an account ("Account") and become a "Member." To become a Member you must be at least 13 years old. Any registration by anyone under 13 is expressly prohibited and shall be void. By completing the registration process to create an Account, you represent and warrant that you are 13 or older. If we become aware that a child under 13 has provided or attempted to provide us with personal information, we will use our best efforts to remove the information permanently from our records. If you are under the age of 18 but at least 13 years of age, you may use the Site and Service only under the supervision of a parent or legal guardian. If you are a parent or legal guardian who is responsible for supervising a child between the ages of 13 and 18 using the Site or Services, be advised that you are fully responsible for his or her use of the Site and Service, including all financial charges that he or she may incur. During the registration process, you will be required to provide certain information (see our Privacy Policy for more details) and you will establish a username and a password. Company reserves the right to reject or remove any username. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Company reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify Company of any unauthorized use of your Account.

Account Information

As a way of becoming familiar with our offerings and in helping to choose whether the Site is suitable for your use, we offer access to a demonstration account ("Demonstration Account") utilizing fictional financial information that may be used by you without cost and which is available to you without registration for an Account. If you would like access to a Demonstration Account, please click on "Test Drive" on the Site. If, after using the Demonstration Account, you wish to use the Site and Services, you will be required to purchase a subscription. If you choose to purchase a subscription, you will be required to provide customary billing information (such as name, billing address and credit card number) and to select a subscription term. Information on the subscriptions we offer may be found by clicking "Create Account" on the Site. If you choose not to purchase a subscription after using a Demonstration Account, no further action is required by you and any information acquired during your use of the Site will be retained by Company only to the extent required to comply with any applicable legal requirements.

Payment Terms of Service

You agree to pay the applicable subscription fee and any taxes and other fees that may accrue in relation to your use of the Site and Services, if any. The entire subscription fee for annual subscriptions will be payable in advance and may be renewed at the subscriber’s sole discretion. Annual subscriptions will not be automatically enrolled in recurring billing. Recurring billing will be activated for your Account only if you select this feature by following the instructions available on the Site. If you select recurring billing, we will charge you on the anniversary your Account was established, unless you cancel your Account at least fifteen [15] days before a new annual period begins. If you select a quarterly ongoing subscription, then the initial subscription fee will be payable in advance and you will be automatically charged for each subsequent quarter, unless you cancel your Account at least fifteen [15] days before the next quarterly period begins. If you use a promotional coupon, code, or other discount made available to you by Company to subscribe for the Site and Services, you will be charged in accordance with the terms of such coupon, code, or discount. All fees are non-refundable and non-transferable except as expressly provided in these Terms of Use. All fees and applicable taxes, if any, are payable in United States dollars. If we change the subscription rate applicable to your subscription, you will be given notice of the change at least thirty [30] days notice prior to the next payment date for your subscription.

Termination and Account Cancellation

If you breach any of these Terms of Use, Company will have the right to suspend or disable your Account or terminate these Terms of Use, at its sole discretion and without prior notice to you. Company reserves the right to revoke your access to and use of the Site, Services and Content at any time, with or without cause. In the event Company terminates these Terms of Use for your breach, you will remain liable for all amounts due hereunder. You may cancel your Account at any time by clicking "I want to deactivate my account" from within the Customer Support section of the User Services Center. To ensure that you do not inadvertently cancel your Account, your Account will be retained for fifteen [15] days before being completely deactivated.

Ownership

The Site, Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Use, Company and its licensors exclusively own all right, title and interest in and to the Site, Services and Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or Content.

Content License

Subject to your compliance with the Terms of Use and conditions of these Terms of Use, Company grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access, view, download and print any Content solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Services or Content, except as expressly permitted in these Terms of Use. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Company or its licensors, except for the licenses and rights expressly granted in these Terms of Use.

User Content and the Rights You Grant Us

Members may post, upload, publish, submit or transmit text, information or other materials to be made available through the Site and Services or consent for the Company to obtain information from third parties ("User Content"). By making available any User Content through the Site and Services, you hereby grant to Company a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to create derivatives of and to use, copy, archive, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit without limitation such User Content only on, through or by means of the Site and the Services and communications by the Company. We do not claim any ownership rights in any such User Content and nothing in these Terms of Use will be deemed to restrict any rights that you may have to use and exploit any such User Content. You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site or Services or consent for the Company to obtain on your behalf. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or Services or you have all rights, licenses, consents and releases that are necessary to grant to Company the rights in such User Content, as contemplated under these Terms of Use; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Company’s use of the User Content (or any portion thereof) on, through or by means of the Site and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. By using the Site and Service, you expressly authorize Company to access your Account Information maintained by identified third parties, on your behalf as your agent. When you use certain features of the Service, you will be asked to submit information including usernames and passwords that you provide to obtain access to sites containing your Account Information. You hereby authorize and permit Company to use and store information submitted by you to the Service (such as account passwords and user names) to accomplish the foregoing and to configure the Service so that it is compatible with the third party sites or services for which you submit your information. For purposes of these Terms of Use and solely to provide the Account Information to you as part of the Service, you grant Company a limited power of attorney, and appoint Company as your attorney-in-fact and agent, to access third party sites and databases, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN WE ARE ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, WE ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You understand and agree that the Service is not sponsored or endorsed by any third parties accessible through the Service.

Third Party Information

With the Site and Services, you may direct Company to retrieve your information maintained online by third-party financial institutions with which you have customer relationships, maintain accounts or engage in financial transactions ("Account Information"). We make no effort to review the Account Information for any purpose, including but not limited to accuracy, legality or non-infringement. We are not responsible for the products and services offered by or on third-party sites, or for any fees that a third-party may charge associated with retrieving your information or for using such third party's products or services. We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Service, Account Information is only as current as the time shown, which reflects when the information was last obtained by Company from such sites. Such information may be more up-to-date when obtained directly from the relevant sites. You can update your Account Information through the Service, in the manner prescribed in the associated instructions.

General Prohibitions

You agree not to do any of the following:

• Post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances.
• Use, display, "deep link", mirror or frame the Site, or any individual element within the Site, Company’s name, any Company trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Company’s express written consent;
• Access, tamper with, or use non-public areas of the Site, Company’s computer systems, or the technical delivery systems of Company’s providers;
• Attempt to probe, scan, or test the vulnerability of any Company system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Company or any of Company’s providers or any other third party (including another user) to protect the Site, Services or Content;
• Attempt to access or search the Site, Services or Content or download Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Company or other generally available third party web browsers;
• Use any meta tags or other hidden text or metadata utilizing a Company trademark, logo URL or product name without Company’s express written consent;
• Use the Site, Services or Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Use;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Content to send altered, deceptive or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Content;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
• Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

Company will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Company may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use. You acknowledge that Company has no obligation to monitor your access to or use of the Site, Services or Content or to review or edit any User Content but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Company reserves the right, at any time and without prior notice, to remove or disable access to any Content, including, any User Content, that Company, at its sole discretion, considers to be in violation of these Terms of Use or otherwise harmful to the Site or Services.

Links

The Site may contain links to third-party websites or resources. You acknowledge and agree that Company is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Company of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources.

Disclaimers

THE SITE, SERVICES AND CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, COMPANY EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. COMPANY MAKES NO WARRANTY THAT THE SITE, SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. COMPANY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR CONTENT PURCHASED OR OBTAINED THROUGH THE SITE OR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE OR SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH THE SITE, SERVICES OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Indemnity

You agree to defend, indemnify, and hold Company, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Services or Content, or your violation of these Terms of Use. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

We are Not a Financial Planner, Broker or Tax Advisor

NEITHER WE NOR THE SERVICE IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. WE ARE NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR. The Site and the Service is intended only to assist you in your financial organization and decision-making and is broad in scope. Your personal financial situation is unique, and any information and advice obtained through the Site and the Service may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any financial strategy, you should consider obtaining additional information and advice from your accountant or other financial advisers who are fully aware of your individual circumstances.

Alert Disclaimer

We may from time to time provide automatic alerts and voluntary account-related alerts. You understand and agree that any alerts provided to you through the Site and the Service may be delayed or prevented by a variety of factors. We do what is commercially reasonable 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 we shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert or 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.

Modification

Company reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Terms of Use, at any time and without prior notice. If we modify these Terms of Use, we will post the modification on the Site or provide you with notice of the modification. We will also update the "Effective as of" date at the top of these Terms of Use. By continuing to access or use the Site or the Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Use. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using the Site and the Services.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND CONTENT REMAINS WITH YOU. NEITHER COMPANY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO COMPANY FOR USE OF THE SITE, SERVICES OR CONTENT, IF YOU ARE REGISTERED FOR A PAID ACCOUNT, OR ONE HUNDRED DOLLARS ($100), IF YOU ARE USING THE SITE AND SERVICES DURING ANY TRIAL PERIOD, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Company used herein are trademarks or registered trademarks of Company.Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Controlling Law and Jurisdiction

These Terms of Use and any action related thereto will be governed by the laws of the State of Washington without regard to its conflict of laws provisions.The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Use will be the state and federal courts located in the Western District of Washington and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You agree that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability.BY AGREEING TO THESE TERMS OF USE, YOU ARE (1) WAIVING CLAIMS THAT YOU MIGHT HAVE AGAINST BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, THE STATE OR FEDERAL COURTS IN THE WESTERN DISTRICT OF WASHINGTON OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND(3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.

International Use

We make no representation that Content on the Site and the Service is appropriate or available for use in locations outside of the United States.If you choose to access the Site or use the Service from a location outside of the United States, you do so on your own initiative and you are responsible for compliance with local laws.

Entire Agreement

These Terms of Use constitute the entire and exclusive understanding and agreement between Company and you regarding the Site, Services and Content, and these Terms of Use supersede and replace any and all prior oral or written understandings or agreements between Company and you regarding the Site, Services and Content.

Assignment

You may not assign or transfer these Terms of Use, by operation of law or otherwise, without Company’s prior written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null and of no effect. Company may assign or transfer these Terms of Use, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Use, will be in writing and given: (i) by Company via email(in each case to the address that you provide) or(ii) by posting to the Site.For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Dispute Resolution

You and Company agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site, Services or Content(collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.You acknowledge and agree that you and Company are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.Further, unless both you and Company otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.

Arbitration Rules and Governing Law

The arbitration will be administered by the American Arbitration Association("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes(the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Washington or California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven [7] days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and Company otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Company submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Company will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Company will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions of the "Modification" section above, if Company changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by submitting a Customer Support Request from within the User Services Center) within thirty [30] days of the date such change became effective, as indicated in the "Effective as of" date at top of these Terms of Use or in the date of Company’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Company in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

General

The failure of Company to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Company. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect.

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services("Feedback"). You may submit Feedback through the "Feedback" section of the User Services Center.You acknowledge and agree that all Feedback will be the sole and exclusive property of Company and you hereby irrevocably assign to Company and agree to irrevocably assign to Company all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Company’s request and expense, you will execute documents and take such further acts as Company may reasonably request to assist Company to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback. Contacting Company If you have any questions about these Terms of Use, please contact Company at security@lifecounts.com.