Passguard ("Passguard") welcomes you. Please read these Terms of Service ("TOS") carefully as they contain the legal terms and conditions that you agree to when you use the services provided by Passguard. These TOS and the incorporated agreements Passguard Privacy Policy and Passguard Toolbar Terms and Conditions constitute the entire contract between you and Passguard. Use of our Service constitutes acceptance of these TOS. The service is offered to you by Random Research Group, LLC, d/b/a Passguard, a Connecticut Limited Liability Corporation. Our offices are located at 5 Glen Court, Greenwich, CT 06830 and our telephone number is 203-716-8088.

The TOS constitutes the entire agreement between you and Passguard and governs your use of the Service, superseding any prior agreements between you and Passguard with respect to the Service

The TOS may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at: http://www.passguard.com/tos.php. Passguard may provide you with notices, including those regarding changes to the TOS, by either email, regular mail, or postings on the Service.

Passguard provides users with access to tools to store and manage personal information, navigate the internet and interact with web sites. You understand and agree that the exchange of information on the internet is subject to a number of risks and that Passguard cannot be and is not responsible for the secure transmission of any data or information. You further agree that Passguard is not responsible for the content or security of other internet sites. You understand and agree that the Service is provided "AS-IS" and that Passguard assumes no responsibility for the timeliness, accuracy. deletion, mis-delivery or failure to store, secure or transmit any user data or personal settings.

The Service may include certain communications from Passguard, such as service announcements and administrative messages, and that these communications are considered part of the Passguard service and are not spam and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Passguard features, shall be subject to the TOS. You are responsible for obtaining access to Passguard and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the Service.

(a). ADDITIONAL SERVICES - PASSWORD GENERATOR

Passguard may from time to time provide tools and services to help you manage your personal information, for example, the Password Generator. Password Generator is intended to help you generate passwords that are difficult for others to guess. You agree that these tools are for your convenience, and that PasssGuard does not guarantee that others will not guess passwords generated by Password Generator or that similar passwords do not exist.

In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Passguard has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Passguard has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). YOUR EMAIL ADDRESS MUST BE CORRECT AT ALL TIMES. SOME COMMUNICATIONS FROM PASSGUARD, POSSIBLY INCLUDING LOST PASSWORD REQUESTS, WILL ONLY BE DELIVERED TO THE EMAIL ADDRESS OF RECORD.

Passguard is concerned about the safety and privacy of all its users. Registration Data and certain other information about you is subject to our Privacy Policy. For more information, see our full privacy policy at http://www.passguard.com/privacy.php. You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing, and use by Passguard and its affiliates.

You will select a user ID and password as part of completing the Service's registration process. YOU ARE RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE USER ID, PASSWORD AND ACCOUNT, AND ARE FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER YOUR PASSWORD OR ACCOUNT. YOU AGREE THAT YOUR PASSWORD CONTAINS SENSITIVE INFORMATION AND YOU WILL KEEP IT CONFIDENTIAL AND SECRET; YOU AGREE

(a) TO IMMEDIATELY NOTIFY PASSGUARD OF ANY UNAUTHORIZED USE OF YOUR PASSWORD OR ACCOUNT OR ANY OTHER BREACH OF SECURITY OR IF YOU BELIEVE SUCH UNAUTHORIZED USE OR BREACH MAY OCCUR, OR IF YOU BELIEVE SOMEONE ELSE HAS LEARNED YOUR PASSWORD.

(b) TO ENSURE THAT YOU EXIT(LOGOFF) FROM YOUR ACCOUNT AT THE END OF EACH SESSION;

(c) THAT PASSGUARD IS AUTHORIZED TO ACT ON INSTRUCTIONS RECEIVED UNDER YOUR PASSWORD WITHOUT ANY REQUIREMENT TO QUESTION THOSE INSTRUCTIONS; AND

(d) THAT PASSGUARD IS NOT LIABLE FOR ANY UNAUTHORIZED ACCESS TO YOUR PERSONAL INFORMATION.

(e) SECURITY - YOU AGREE THAT PASSGUARD IS NOT LIABLE FOR ANY UNAUTHORIZED ACCESS TO YOUR ACCOUNT. PASSGUARD HAS VARIOUS SERVICES TO ALERT US TO POSSIBLE SECURITY BREACHES. THESE SERVICES MAY INCLUDE PROGRAMS THAT MEASURE UNUSUAL ACTIVITY ON YOUR ACCOUNT. ALTHOUGH WE ARE UNDER NO OBLIGATION TO DO SO PASSGUARD MAY DENY ACCESS OR BLOCK ANY REQUEST MADE UNDER YOUR PASSWORD WITHOUT PRIOR NOTICE IF WE BELIEVE YOUR PASSWORD IS BEING USED BY SOMEONE OTHER THAN YOU, OR IF ANY UNAUTHORIZED ACCESS TO YOUR PERSONAL INFORMATION HAS OCCURRED OR MAY OCCUR, OR FOR ANY OTHER REASON. PASSGUARD CANNOT AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION V AND V(e).

You understand that all information, data, text, or other materials ("Content"), you submit, transmit to or store on Passguard are the sole responsibility of the person from which such Content originated. This means that you, and not Passguard, are entirely responsible for all Content that you upload, submit, transmit or otherwise make available via the Service.

Passguard does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity, quality or security of such Content. Under no circumstances will Passguard be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

Passguard may access, preserve, and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; or (c) respond to your requests for customer service.

You understand that the technical processing and transmission of the Service, including your Content, may involve (d) transmissions over various networks; and (e) changes to conform and adapt to technical requirements of connecting networks or devices. You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected. You may not attempt to override or circumvent any of the security components embedded into the Service.

You agree to indemnify and hold Passguard, and its subsidiaries, affiliates, officers, agents, or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your Passguard I.D.), use of the Service, or access to the Service.

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by Passguard you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

Passguard grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer. You may not, and may not allow any third party, to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Passguard for use in accessing the Service.

You acknowledge that Passguard may establish general practices and limits concerning use of the Service, including without limitation the maximum disk space that will be allotted on Passguard's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that Passguard has no responsibility or liability for the deletion or failure to store any information or other Content maintained or transmitted by the Service. You acknowledge that Passguard reserves the right to deny access to accounts that are not current in their payment for the service. You further acknowledge that Passguard reserves the right to modify these general practices and limits from time to time.

Passguard reserves the right to modify the Service (or any part thereof) with or without notice. You agree that Passguard shall not be liable to you or to any third party for any modification of the Service.

You agree that Passguard may, under certain circumstances and without prior notice, immediately terminate your Passguard account and access to the Service. Cause for such termination includes, but is not limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) we have reason to believe you have engaged in fraudulent or illegal activities, and/or (g) nonpayment of any fees owed by you in connection with the Service. Termination of your Passguard account includes removal of access to all offerings within the Service, including but not limited to Passguard Login Manager, deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and barring further use of the Service. Further, you agree that all terminations for cause shall be made in Passguard's sole discretion and that Passguard shall not be liable to you or any third-party for any termination of your account, any associated email address, or access to the Service.

(a)YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PASSGUARD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(b)PASSGUARD MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, SAFE OR SECURE, OR (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

(c)ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PASSGUARD OR THROUGH OR FROM ANY AGENT OR AFFILIATE OF PASSGUARD SHALL CREATE ANY WARRANTY OR OTHER AGREEMENT NOT EXPRESSLY STATED IN THE TOS. THESE TOS AND THE INCORPORATED AGREEMENTS CONSTITUTE THE ENTIRE CONTRACT BETWEEN YOU AND PASSGUARD.

YOU UNDERSTAND AND AGREE THAT PASSGUARD SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (EVEN IF PASSGUARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (a) THE USE OR THE INABILITY TO USE THE SERVICE; (b) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (c) THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES); (d) ANY OTHER MATTER RELATING TO THE SERVICE. SUCH LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN THE EVENT THAT ANY INDIVIDUAL PROVISION OF THIS CONTRACT IS FOUND UNENFORCEABLE ALL OTHER TERMS REMAIN IN FULL FORCE AND EFFECT.

The Passguard name and the Passguard logo are registered trademarks of Random Research Group, LLC (the "Passguard Marks"). You agree not to display or use in any manner the Passguard Marks without Passguard's prior written permission.

(a)Choice of Law and Forum: The TOS and the relationship between you and Passguard shall be governed by the laws of the State of Connecticut. You and Passguard agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Fairfield in the state of Connecticut.

(b)Waiver and Severability of Terms: The failure of Passguard to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS shall remain in full force and effect.

(c)No Right of Survivorship and Non-Transferability: You agree that your Passguard account is non-transferable and any rights to your Passguard I.D. or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.

The section titles in the TOS are for convenience only and have no legal or contractual effect.

Please report any violations of the TOS to our Customer Care Group.