ONLINE SERVICES AGREEMENT

Welcome to PaymentChek.com. Use of this site is subject to the terms and conditions contained in the Online Services Agreement set forth below (the “Agreement”). In continuing to access or use our site, you agree to be bound by those terms and conditions within the Agreement applicable to your use.

Consent to Electronic Records and Signature

The Agreement, other online agreements, and our Web site include important disclosures and information that are associated with the Services. From time to time, VitalChek may ask you to review other important disclosures or agreements about our Services. We refer to all of these items as “Records and Disclosures.”

When you click “I agree” below, you will be consenting to electronic delivery of the Agreement and the Records and Disclosures in HTML format. To access, retain, and print the Agreement and other Records and Disclosures, you should use a Netscape™ Navigator 4.0 or Microsoft™ Internet Explorer 4.0 browser or higher with JavaScript enabled.

By clicking "I agree" you will also be providing your electronic signature that will affirm:

• You understand and intend that the Agreement is a legally binding agreement and the equivalent of a signed, written contract;
• You will use all Services, and our Web sites generally, in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions of the Agreement and any other applicable rules, guidelines or other conditions that govern the use of a particular Service as they may be amended by Vital Check from time to time; and
• You understand, accept, and have received the Agreement and its terms and conditions, and acknowledge and demonstrate that you can access the Agreement and other Records and Disclosures on our Web site.

If you do not agree with the terms and conditions in the Agreement, please select “Cancel” below and you will exit the registration process. You should be aware, however, that the use of any Service, including our Web site, is subject to the terms and conditions of the Agreement. The Agreement will always be available for your review as a link at the bottom of the PaymentChek.com home page. If you click “I agree” below we will create an electronic record of your agreement and you will be able to continue with the registration process. Please carefully review the following terms and conditions.

SCOPE OF THE AGREEMENT

VitalChek, Inc. (“VitalChek,” “we” or “us”) operates the PaymentChek.com Web site and the Services, either alone or in conjunction with its affiliates, agents and partners. This Online Services Agreement (this “Agreement”) applies to VitalChek's Web sites and electronic content, services and tools, as well as any features or content we may add in the future (collectively, the “Services”). This Agreement applies to all Services regardless of the means by which you access such Services. Services may be offered on the PaymentChek.com domain as well as on other Internet domains operated by our agents or alliance partners.

We may also ask you to follow additional rules, guidelines or other conditions that govern the use of a particular Service (“Rules and Guidelines”) at the time you register for or use that Service. This Agreement incorporates by reference the Rules and Guidelines of any Service for which you register.

REVISIONS AND RELATION TO OTHER AGREEMENTS OR DISCLOSURES

VitalChek may revise this Agreement at any time, and you agree to be bound by future revisions. It is your responsibility to visit the link at the bottom of the PaymentChek.com home page periodically to review the most current terms and conditions. VitalChek may also offer other services from time to time that are governed by different or additional terms and conditions. Services are subject to any disclosures or disclaimers found within the Services.

REGISTRATION INFORMATION, CREDIT CARDS, PRIVACY AND PERSONALIZATION

When you register for a Service, we may ask you to give us certain identifying information (“Registration”). You agree to provide true, accurate, current and complete information about yourself. You also agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, use false headers or otherwise conceal your identity from VitalChek for any purpose. We agree to treat with care the information you entrust to us, in accordance with the disclosures we give during the Registration process and in our Privacy Policy.

You agree, represent and warrant that (i) the credit card information supplied is true, correct and complete and (ii) charges incurred by you will be honored by your credit card company and (iii) you shall pay charges incurred by you in the amounts in effect at the time incurred, including all applicable taxes.

For your protection and the protection of our other customers and Web site users, we ask you not to share your Registration information with any other person for the purpose of facilitating their access and unauthorized use of Services. You alone are responsible for all transactions and charges incurred, initiated, messages posted, statements made, or acts or omissions that occur within any Service through the use of your Registration information. We do not protect you from unauthorized use of your Registration information.

Please be aware that "cookies" and other similar identification techniques are used to associate you with the computer or electronic device that you are using. For more information about these techniques, see “Cookies” in our Privacy Policy. If you access the Services from a public location or if you otherwise share a computer or electronic device, some features could reveal non-public personal information about you to others. You alone are responsible for deciding whether use of our Web site is appropriate for you and for any consequences that result from your decision.

UNAUTHORIZED USE OF YOUR REGISTRATION

If you believe that someone has used your Registration information to access any Service without your authorization, please call VitalChek immediately at (800) 669-8313, ext. 6863.

VITALCHEK'S LICENSE TO YOU

VitalChek grants you a single, non-exclusive, non-transferable and limited personal license to access and use the Services. This license is conditioned on your continued compliance with the terms and conditions in this Agreement.

YOUR LICENSE TO VITALCHEK

Unless otherwise indicated for a particular Service, any communications or material of any kind that you e-mail, post or otherwise transmit through the Services, including data, questions, comments or suggestions (your “Communications”) will be treated as non-confidential and non-proprietary. You hereby grant a license to VitalChek to reproduce, disclose, transmit, publish, broadcast, or post your Communications either on a VitalChek Web site or elsewhere with no liability or obligation to you. VitalChek is free to use any ideas, concepts, know-how or techniques contained in your Communications for any purpose including, but not limited to, developing and marketing products using such information.

USE OF THIRD-PARTY SERVICE PROVIDERS

VitalChek may use third-party service providers to assist in providing certain Services with or without notice to you (each, a “Third-Party Service Provider”). VitalChek may also change Third-Party Service Providers or may itself provide a Service without the assistance of such third party. You consent and authorize VitalChek to delegate the authorizations you provide to VitalChek to its Third-Party Service Provider(s) as VitalChek deems necessary or desirable to provide the applicable Service to you. You agree that the terms and conditions of this Agreement, including any of the other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement, inure to the benefit of such Third-Party Service Providers and such Third-Party Service Providers are deemed to be third party beneficiaries of this Agreement, including any other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement. You also agree that all references to "VitalChek" within this Agreement and any incorporated terms are also deemed to include, where applicable, VitalChek's agents, such as the Third-Party Service Providers.

To protect the privacy and security of your personal information, Third-Party Service Providers will only be authorized to use or maintain your personal information only in accordance with VitalChek's privacy policy.

NOTICES, COMMUNICATIONS AND ELECTRONIC SIGNATURES

You agree to accept all communications from us regarding use of the Services at the addresses you provide during Registration. Please promptly update any changes to your registration information by using the "Update User Information" link associated with each Service. VitalChek is entitled to rely on the e-mail address and U.S. mail address that you last provided to us. You agree to waive all claims resulting from failure to receive communications because of changes in your e-mail or U.S. mail address. From time to time, we would like to send you information about VitalChek products and services. If you register for a Service, you are granting VitalChek permission to communicate with you by e-mail. You can opt not to receive such information from us in the future by following the instructions in any e-mail that we send to you.

You agree to be bound by any affirmation, assent or agreement you transmit through the Services you access by computer or other electronic device, including Internet, telephonic and wireless devices, including but not limited to any consent you give to receive communications from us solely through electronic transmission. You agree that, when in the future you click on an "I agree," "I consent" or other similarly worded "button" or entry field with your mouse, keystroke or other device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

USE OF SERVICES

The following requirements apply to your use of all Services: You will not use any electronic communication feature of a Service for any purpose that is unlawful, tortuous, abusive, intrusive on another's privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening or hateful. You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights. You will not collect or store personal data about other users. You will not use any Service for any commercial purpose not expressly approved by VitalChek in writing. You will not upload, post, e-mail or otherwise transmit any advertising or promotional materials, including without limitation, "junk mail," "surveys," "spam," "chain letters," "pyramid schemes," or any other form of solicitation or unauthorized communication. You will not upload, post, e-mail or otherwise transmit any material that contains viruses or any other computer code, files or programs which might interrupt, limit or interfere with the functionality of any computer software or hardware or telecommunications equipment.

SECURITY OF DATA TRANSMISSIONS AND STORAGE

Electronic (including wired and wireless) communications through the Services may not be encrypted. You acknowledge that there is a risk that data, including e-mail, electronic and wireless communications and personal data, may be accessed by unauthorized third parties when communicated between you and VitalChek or between you and other parties.

MONITORING BY VITALCHEK

VitalChek, its affiliates and agents are entitled, but not obligated, to review or retain your Communications. We and our Third-Party Service Providers may monitor your Communications to evaluate the quality of service you receive, your compliance with this Agreement, the security of the Services, or for other reasons. You agree that these monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which VitalChek or its Third-Party Service Providers monitor your Communications and enforce or fail to enforce the Rules and Guidelines of any Service and the terms of this Agreement. In no event will VitalChek or its Third-Party Service Providers be liable for any costs, damages, expenses or any other liabilities incurred by you as a result of any monitoring activities.

HYPERLINKS

VitalChek may make available links from a Service to other, third-party sites or electronic services providers that are not affiliated with VitalChek. VitalChek does not control these other sites or services, and VitalChek makes no representations or endorsements whatsoever concerning those sites or services. The fact that VitalChek has provided a link to a site is not an endorsement, authorization, sponsorship or affiliation with respect to such site, its owners or its providers. There are risks in using any information, software, service or product found on the Internet, and VitalChek cautions you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will you hold VitalChek liable for any loss or damage caused by use of or reliance on any content, goods or services available on other sites.

DISCLAIMERS OF WARRANTIES

PLEASE NOTE THAT ALL SERVICES, INCLUDING YOUR REQUIREMENTS, PROCESSING TIMES, AND CHARGES MAY VARY ACCORDING TO THE ANSWERS IN YOUR APPLICATION(S), AND ARE SUBJECT TO CHANGE WITHOUT NOTICE. THE ISSUANCE OF A TRAVEL DOCUMENT IS ENTIRELY AT THE DISCRETION OF THE ISSUING AUTHORITY, AND EACH COUNTRY'S IMMIGRATION OFFICIALS MAKE THE FINAL ENTRY DECISION EVEN WITH VALID DOCUMENTATION. VITALCHEK MAKES NO GUARANTEE THAT ANY ISSUING AUTHORITY WILL ISSUE ANY DOCUMENT IN A TIMELY MANNER; OUR WARRANTY IS LIMITED TO US TAKING REASONABLE ACTIONS TO FOSTER ISSUANCE OF YOUR DOCUMENT WITHIN THE TIME SPECIFIED. BY USING THE SERVICES, YOU ACCEPT THE ABOVE AND SPECIFICALLY AGREE THAT VITALCHEK IS NOT LIABLE FOR THE ACTION OR INACTION OF ANY GOVERNMENT BODY, NOR FOR ANY DELAYS, LOSS OF DOCUMENTS OR MATERIALS DURING THE PERFORMANCE OF THE SERVICES OR BY ANY DELIVERY SERVICES SUCH AS FEDEX, UPS, OR THE US POSTAL SERVICE.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." VITALCHEK DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE SERVICES. VITALCHEK PROVIDES NO GUARANTEE AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. YOU ASSUME THE ENTIRE RISK AS TO THE USE OF THE SERVICES.

FURTHER, VITALCHEK MAKES NO WARRANTIES REGARDING THE SERVICES. VITALCHEK AND ITS AFFILIATES AND AGENTS (INCLUDING THIRD PARTY SERVICE PROVIDERS) DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

LIMITATION OF LIABILITY AND INDEMNIFICATION

YOU AGREE TO INDEMNIFY AND HOLD VITALCHEK AND ITS AFFILIATES, AGENTS, EMPLOYEES, AND LICENSORS (INCLUDING THE THIRD PARTY SERVICE PROVIDERS) HARMLESS FROM ANY CLAIM, DEMAND, LOSS, COSTS OR EXPENSE, INCLUDING ATTORNEYS' FEES, MADE BY ANY PERSON ARISING OUT OF YOUR VIOLATION OF THIS AGREEMENT, STATE OR FEDERAL LAWS OR REGULATIONS, OR ANY OTHER PERSON'S RIGHTS, INCLUDING BUT NOT LIMITED TO INFRINGEMENT OF ANY COPYRIGHT OR VIOLATION OF ANY PROPRIETARY OR PRIVACY RIGHT.

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL VITALCHEK OR ITS AFFILIATES, AGENTS, EMPLOYEES, OR LICENSORS (INCLUDING THIRD-PARTY SERVICE PROVIDERS) BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, ANY SERVICE, EVEN IF ANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

IN NO EVENT WILL VITALCHEK OR ITS THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TORT, CONTRACT OR ANY OTHER LIABILITY ARISING IN CONNECTION WITH THE USE OF A SERVICE, OR RELIANCE ON ANY INFORMATION OR SERVICES PROVIDED BY VITALCHEK. VITALCHEK AND ITS THIRD PARTY SERVICE PROVIDERS WILL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU AND/OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION, FOR ANY LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER, EVEN IF VITALCHEK OR ITS THIRD-PARTY SERVICE PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER DATA, COMMUNICATIONS OR PERSONALIZATION SETTINGS; (iii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICES; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICES; (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY, EVEN IF THE THIRD PARTY HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICES. YOU AGREE THAT YOU WILL NOT IN ANY WAY HOLD VITALCHEK RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES (INCLUDING THIRD PARTY SERVICE PROVIDERS) IN CONNECTION WITH THE SERVICES.

Because some states prohibit the limitation of liability for consequential or incidental damages, in such states the limitation of liability only with respect to consequential or incidental damages may not apply to you, and the respective liability of VitalChek and its Third-Party Service Providers, employees, distributors and agents is limited to the greatest extent allowable under applicable law in those states.

In the event that a court or arbitration panel, as the case may be, should hold that the limitations of liabilities or remedies available as set forth in this Agreement, or any portions thereof, are unenforceable for any reason, or that any of your remedies under this Agreement fail then you expressly agree that under no circumstances will the total, aggregate liability of VitalChek and its Third-Party Service Providers, employees, distributors, agents or affiliates, to you or any party claiming by or through you for any cause whatsoever exceed $100 (U.S.), regardless of the form of action and whether in contract, statute, tort or otherwise.

RESTRICTIONS ON USE

Except as otherwise permitted by VitalChek, no materials from the Services or any site owned, operated, licensed or controlled by VitalChek may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You may download material displayed on the Services for non-commercial, personal use. If you do so, you agree to retain all copyright and other proprietary notices contained on the materials. You may not use, distribute, modify, transmit, or post the content of the Services for public or commercial purposes, including any text, images, audio or video without VitalChek's written permission.

TRADEMARKS AND COPYRIGHTS

The Services are owned by VitalChek or its affiliates or agents (including the Third-Party Service Providers) and are protected by United States copyright laws and international treaty provisions. All content, trademarks, services marks, trade names, logos and icons are proprietary to VitalChek or its affiliates, licensors or agents (including the Third-Party Service Providers). Other third-party products and brand names may be trademarks or registered trademarks of their respective owners, and may not be affiliated with VitalChek. Nothing contained in the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any trademark displayed on the Services without the written permission of VitalChek or such third party that may own the trademarks displayed on the Services. Your use of the trademarks displayed on the Services, or any other content in the Services, except as provided herein, is strictly prohibited.

Images displayed through the Services are either the property of, or used with permission by, VitalChek. You are prohibited from using or authorizing the use of these images unless specifically permitted under this Agreement. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes. Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, VitalChek has designated an agent to receive notifications of claimed infringement, as described within our Copyright Policy.

MODIFICATIONS, SUSPENSIONS AND TERMINATIONS OF SERVICES

VitalChek reserves the right to modify or discontinue temporarily or permanently, a Service (or any part thereof) with or without notice. You agree that VitalChek will not be liable to you or to any third party for any modification, suspension or discontinuance of a Service. The license granted under this Agreement will terminate if VitalChek believes that any information provided by you, including your e-mail address, is no longer current or accurate, or if you fail to otherwise comply with any term or condition of this Agreement and all Rules and Guidelines for each Service. Upon such violation, you agree to terminate access to the Services.

GOVERNING LAW

The Agreement, and all future agreements you may enter into with VitalChek, unless otherwise indicated on such other agreement, will be governed by the law of the state of Georgia, without regard to conflicts of law principles thereof. This is the case regardless of whether you reside or transact business with VitalChek in Georgia or elsewhere. Unless a dispute would be governed by an applicable arbitration clause, you agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Atlanta, Fulton County, Georgia. If any part of this Agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.