Registation Agreement User Agreement THE FOLLOWING DESCRIBES THE TERMS ON WHICH THE SMART GUIDES OFFERS YOU ACCESS TO OUR SERVICES. This User Agreement ("Agreement") is a contract between you and The Smart Guides, LLC and applies to your use of The Smart Guides™ related products and services available through The Smart Guides, LLC related Web sites (collectively the "Service"). Please do not use or access our Services if you do not agree to be bound by the terms and conditions of this Agreement. You must read, agree with, and accept all of the terms and conditions contained in this Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may become an “Online” client of The Smart Guides, LLC. We strongly recommend that, as you read this Agreement, you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions that apply to you as a Smart Guides client. Please note: underlined words and phrases are links to these pages and websites. By accepting this Agreement, you also agree that your use of related Smart Guides websites and Services will be governed by the terms and conditions posted on those websites. We may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms shall be effective 30 days after they are initially posted on our site. Upcoming changes will be posted on the "Policy Updates" page, accessible from "Policy Updates" link on the website. You may review the current Agreement prior to initiating a transaction at any time. In this Agreement, "you" or "your" means any person or entity using the Service ("Users"). Unless otherwise stated, "The Smart Guides," "we" or "our" will refer collectively to The Smart Guides, LLC and its subsidiaries. This Agreement was last modified on September 26, 2007. 1. Eligibility. In order to use the Service located within the back office, you must register as an online client. A client may only hold one account. These Services are only available to individuals or that can form legally binding contracts under applicable law. Without limiting the foregoing, our Service is not available to minors (under 18), persons who are suspended from our Service. 2. The Legal Relationship between You and The Smart Guides, LLC. 2.1 Identity Authentication. We use many techniques to identify our users when they register on our site. Verification of Users is only an indication of increased likelihood that a User's identity is correct. You authorize The Smart Guides, directly or through third parties, to make any inquiries we consider necessary to validate your registration. This may include verifying the information you provide against third party databases. However, because user verification on the Internet is difficult, The Smart Guides cannot and does not guarantee any user's identity. 2.2 Release. In the event that you have a dispute with one or more Associates/Affiliates, you release The Smart Guides (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. 2.3 No Warranty. WE, OUR PARENT, SUBSIDIARIES, EMPLOYEES OR OUR ASSOCIATES/AFFILIATES PROVIDE OUR SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, EMPLOYEES, SUPPLIERS AND OR ASSOCIATES/AFFILIATES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The above clause is completely separate from any guarantee offered by The Smart Guides. 2.4 Limitation of Liability. IN NO EVENT SHALL WE, OUR SUBSIDIARIES, EMPLOYEES, SUPPLIERS OR OUR ASSOCIATES/AFFILIATES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY OF OUR WEB SITES, OUR SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, EMPLOYEES, SUPPLIERS OR OUR ASSOCIATES/AFFILATES, TO YOU IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES. 2.5 Indemnification. You agree to indemnify and hold The Smart Guides, its subsidiaries, associates/affiliates, officers, directors and employees harmless from any claim or demand (including attorneys' fees) made or incurred by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party relating to your use of the Service. 2.6 Liability for Violations of the Acceptable Use Policy. If you engage in the following behavior, The Smart Guides may fine you, as explained below. i. Using The Smart Guides service to render unlawful financial services. ii. Distributing The Smart Guides intellectual property without the expressed written permission of The Smart Guides. You and The Smart Guides agree that the damages that The Smart Guides will sustain as a result of the behavior outlined above will be substantial, including (without limitation) fines and other related expenses from its payment processors and service providers, but may be extremely difficult and impracticable to ascertain. In the event that you engage in such activities, then The Smart Guides may fine you $500.00 USD and/or The Smart Guides may take legal action against you to recover losses that are in excess of the amount fined. You acknowledge and agree that $500.00 USD is presently a reasonable minimum estimate of The Smart Guides damages, considering all currently existing circumstances, including (without limitation) the relationship of the sum to the range of harm to The Smart Guides that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult. You agree that The Smart Guides is entitled to deduct such fines directly from any existing Debit Card, Credit Card, or Checking or Savings account held in file by The Smart Guides. If you use The Smart Guides service in a manner that violates The Smart Guides policy, your account will be subject to limitation or immediate termination. You further understand that, if you use The Smart Guides service in a manner that violates The Smart Guides policy, The Smart Guides may incur substantial liability and/or suffer significant damages, including (without limitation) fines and other related expenses from its payment processors and service providers. By selling goods or services (including access to content) in contravention of The Smart Guides policy or any restricted activities of this User Agreement, you acknowledge liability to The Smart Guides for any and all damages suffered by The Smart Guides. Without limiting the foregoing, you agree to reimburse The Smart Guides for any and all costs, expenses, and fines levied on The Smart Guides by its payment processors and/or service providers as a result of your activities. You agree that, if either you or The Smart Guides commence litigation or arbitration in connection with this paragraph, the prevailing party is entitled to recover reasonable attorneys’ fees and any other costs incurred in such proceeding in addition to any other relief to which the prevailing party may be entitled. 3. Your Information and Restricted Activities 3.1 Definition. "Your Information" is defined as any information you provide to us in the registration, payment process, or other features of our Service. You are solely responsible for Your Information. 3.2 Restricted Activities. Your Information and your activities (including your payments) through our Service shall not: (a) be false, inaccurate or misleading; (b) be fraudulent; (c) violate The Smart Guides Policy; (d) infringe on any affiliate or third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (e) violate any law, statute, ordinance, contract or regulation (including, but not limited to, those governing consumer protection, unfair competition, antidiscrimination, or false advertising); (f) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (g) be obscene or transmit child pornography; (h) contain any viruses, Trojan horses, worms, time bombs cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or other personal information; or (i) create liability for us or cause us to lose (in whole or in part) the services of our ISP's or other suppliers. If you use, or attempt to use the Service for purposes other than its intended use, including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Service, your account will be terminated and you will be subject to damages and other penalties, including criminal prosecution where available. 3.3 License. Solely to enable The Smart Guides to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensible (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. The Smart Guides will use and protect Your Information in accordance with our Privacy Policy. 3.4 Trademarks. The Smart Guides, LLC, The Smart Guides, and all related websites, logos, products and services described in those websites are either trademarks or registered trademarks of The Smart Guides, LLC, or its licensors, and (aside from the circumstances described below) may not be copied, imitated or used, in whole or in part, without the prior written permission of The Smart Guides. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of The Smart Guides and may not be copied, imitated, or used, in whole or in part, without the prior written permission of The Smart Guides. Notwithstanding the above, HTML logos provided by The Smart Guides through its Affiliate Program, Website Payments features, or other features ("Logos"), may be used without prior written consent for the purpose of directing web traffic to the Service. These Logos may not be altered, modified, or changed in any way, or used in a manner that is disparaging to The Smart Guides or the Service. Logos may not be displayed in any manner that implies sponsorship or endorsement by The Smart Guides. The Smart Guides is a consumer retailer and service provider, and no partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. 4. Access and Interference. Our web site contains intellectual material and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to bypass our intellectual material, or to interfere or attempt to interfere with the proper working of any Smart Guides website or any activities conducted on those sites. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our sites is proprietary or is licensed to The Smart Guides by our affiliates or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, publicly display or frame any content (except for Your Information) from our web site without the prior expressed written permission of The Smart Guides or the appropriate affiliate or third party. If you use, or attempt to use the Service for purposes other than sending payments, managing your account or accessing related documents, including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Service, your account will be terminated and you will be subject to damages and other penalties, including criminal prosecution where available. 5. Privacy and Security. We do not sell or rent your personal information to third parties for marketing purposes without your consent and we only use Your Information as described in the Privacy Policy. We view protection of users' privacy as a very important principle. We understand clearly that you and Your Information are one of our most important assets. We store and process Your Information on computers located in the United States that are protected by physical as well as technological security devices. You should only utilize information received as a result of access you have as a Smart Guides client from one of our websites (e.g. www.TheMortgageSurvivalKit.com). If you object to your information being transferred or used in this way, please do not use our Services. 6. Termination or Closing Your Account. You may close your account at any time by notifying The Smart Guides in writing at the address listed below. Upon closure of an account, any pending transactions will be cancelled and any discounts associated with Redemption Codes will be forfeited. Any funds that we are holding in custody for you at the time of closure, less any applicable fees, will be paid to you by check, assuming all payment related authentication requirements have been fulfilled. You may not use closure of your account as a means of evading investigation - if an investigation is pending at the time you close your account; The Smart Guides may continue to hold any refund due you for up to 180 days as appropriate to protect The Smart Guides against the risk of reversals. If you are later determined to be entitled to some or all of the funds in dispute, The Smart Guides will release those funds to you. You will remain liable for all obligations related to your account even after such account is closed. If you do not access your account for a period of three years, it will be terminated. After the date of termination, we will use the information you provided to try to send you any funds that we are holding in custody for you. If that information is not correct, and we are unable to complete the payment to you, your funds will be subject to applicable state laws regarding escheat of unclaimed property. 7. Remedies and The Smart Guides Right to Collect From You. Without limiting other remedies, we may update inaccurate or incorrect information you provide to us, contact you by means other than electronically, immediately warn our community of your actions, place a hold on any pending processing of funds, limit your access to any Smart Guides intellectual material, indefinitely suspend or close your account and refuse to provide our Services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; (c) we believe that your account or activities pose a significant credit or fraud risk to us; (d) we believe that your actions may cause financial loss or legal liability for you, our users or us. Even if they have been recorded as completed in the Recent Activity or History Transaction Log of your account, transactions are not considered completed until the funds have been applied to our bank account. In addition, The Smart Guides reserves the right to hold funds beyond the normal distribution periods for transactions it deems suspicious or for accounts conducting high transaction volumes to ensure integrity of the funds. If we close your account, we will provide you notice and pay you all of the unrestricted funds owed you. Additionally, to secure your performance of this Agreement, you grant to The Smart Guides a lien on and security interest in your account. 8. Assignability. You may not transfer any rights or obligations you may have under this Agreement without the prior written consent of The Smart Guides. The Smart Guides reserves the right to transfer this Agreement or any right or obligation under this Agreement without your consent. 9. Legal Compliance. You shall comply with all applicable U.S. laws, statutes, ordinances, regulations, contracts and applicable licenses regarding your use of our Services. 10. Notices. 10.1 Electronic Communications. You agree that this Agreement constitutes "a writing signed by You" under any applicable law or regulation. To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding your account and/or your use of the Service ("Communications"), may be provided to you electronically and you agree to receive all Communications from The Smart Guides in electronic form. Electronic Communications may be posted on the pages within The Smart Guides websites and/or delivered to your e-mail address. You may print a copy of any Communications and retain it for your records. All Communications in either electronic or paper format will be considered to be in "writing," and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the Communication. The Smart Guides reserves the right but assumes no obligation to provide Communications in paper format. 10.2 Procedure. Except as explicitly stated otherwise, any notices shall be given by postal mail to The Smart Guides, LLC, 3155 E. Patrick Lane, Ste 1, Las Vegas, Nevada 89120-3481 (in the case of The Smart Guides) or to our online message center or the email address you provide to The Smart Guides during the registration process (in your case). Notice shall be deemed given 24 hours after posted or email is sent, unless the sending party is aware that the electronic communication was not received. Alternatively, we may give you notice by mail to the address provided to The Smart Guides during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing. 11. Legal Disputes. In the event a dispute arises between you and The Smart Guides, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and The Smart Guides agree that any controversy or claim at law or equity that arises out of this Agreement or The Smart Guides services ("Claims") shall be resolved in accordance with one of the subsections below, or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, The Smart Guides strongly encourages users first to contact The Smart Guides directly to seek a resolution. The Smart Guides will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation. 11.1 Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 USD, you or The Smart Guides must resolve the dispute through binding arbitration conducted by telephone, on-line, and/or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association or JAMS, in accordance with their applicable rules, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 11.2 Court. Alternatively, any Claim may be adjudicated by a court of competent jurisdiction located in Clark County, Nevada or where the defendant is located (in The Smart Guides case, Las Vegas, Nevada, and in your case, your home address or principal place of business). You and The Smart Guides agree to submit to the personal jurisdiction of the courts located within the county of Clark, Nevada. 11.3 Alternative Dispute Resolution. The Smart Guides will consider use of other alternative forms of dispute resolution, such as binding arbitration to be held in Clark County, Nevada or another location mutually agreed upon by the parties. 11.4 Violations of Section 15. All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution mechanism that is selected in accordance with this Section by the party first to assert a Claim, either through a court filing or commencement of arbitration. Should either party file an action contrary to this Section 15, the other party may recover attorneys' fees and costs up to $1,000.00 USD, provided that the party seeking the award has notified the other party in writing of the improperly filed Claim, and the other party has failed to withdraw the Claim. 12. General. This Agreement is governed by and interpreted under the laws of the state of Nevada, U.S. as such laws are applied to agreements entered into and to be performed entirely within Nevada by Nevada residents. Notwithstanding the foregoing sentence, the Federal Arbitration Act ("FAA"), and all of its rules and procedures, shall govern hereof, to the extent that the FAA is inconsistent with Nevada law. We do not guarantee continuous, uninterrupted or secure access to our service, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by The Smart Guides, in our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement and the documents it incorporates set forth the entire understanding between us with respect to the subject matter hereof. Sections (3) Fees, (2.4) Release, (8) Access and Interference, (2.6) Limitation of Liability, (2.7) Indemnity, and (16) Legal Disputes shall survive any termination or expiration of this Agreement. 13. Disclosures. The Services are offered by The Smart Guides, LLC, 3155 E. Patrick Lane, Ste 1, Las Vegas, Nevada 89120-3481. If you are a Nevada resident, you may have this same information emailed to you by sending a letter to the address above with your email address and a request for this information. Disputes between you and The Smart Guides regarding our Services may be reported at any time, or by calling 817-778-4410 from 8 AM to 5 PM Central Time, Monday through Friday.