This Member Profile Member Agreement (“Agreement”) is between you and Personal Estate Manager, Inc., doing business as (“we,” “us”). This Agreement sets forth the terms and conditions of your subscription (also referred to as your membership) to our Services offered on our member profile (“Site”). Information posted on the Site describes our Services, offered by us, to which you are subscribing. You may wish to print this Agreement for your reference.

By clicking on the box next to “I’ve read and agree to the Member Profile Member Agreement,” you you agree to be bound by the terms and conditions contained in this Agreement. If you do not agree to all of the terms of this Agreement, do not click on this box.

PERSONAL INFORMATION, MEMBER PROFILE INFORMATION, CONTACT PERSON AND PROMO CODES

A.   Personal Information. As part of the registration process, you will be required to provide us with the main information that identifies you, including among other things, your name, your mailing address, the name of your Contact Person(s), and information about the credit card or debit card used to process the payment for your subscription fees (“Personal Information”). This Personal Information will be treated in accordance with Member Profile Privacy Policy which is posted on the Site and is hereby incorporated by reference and in accordance with the privacy provisions set forth in this Member Agreement.A. Personal Information. As part of the registration process, you will be required to provide us with the main information that identifies you, including among other things, your name, your mailing address, the name of your Contact Person(s), and information about the credit card or debit card used to process the payment for your subscription fees (“Personal Information”). This Personal Information will be treated in accordance with Member Profile Privacy Policy which is posted on the Site and is hereby incorporated by reference and in accordance with the privacy provisions set forth in this Member Agreement.

B.   User Name and Password. You shall provide us with certain registration information, all of which must be accurate and updated as appropriate. You must select a unique name that will be used as the “User Name” for your account and a password. You agree to be responsible for maintaining the confidentiality of your password and User Name. You hereby acknowledge that any person to whom you give your User Name and your password will be able to sign-on to your account, will have access to your Member Profile and will have the ability to modify information or add information to your Member Profile. You agree that you will not give your User Name and your password to anyone else unless you want such person to have full access to your Member Profile and account.

C.   Email Address. We will use the email address that you provide to communicate with you as authorized in this Agreement. You agree that it is your sole responsibility to continue to maintain this email address or provide us with another email address. It is also your sole responsibility to ensure that email from us will not be blocked by any email filters such as junk mail filters. You agree to promptly notify Personal Estate Manager Inc. in the event that the email address you provided becomes invalid, inactivated or changes. You may do so by sending an email to [email protected].

D.   Contact Person. You shall provide us with the name, mailing address and phone number of at least one person to whom you authorize us to disclose your Subscription Profile upon your death or disability and to send the notices described in this Member Agreement. This person is your “Contact Person.” You agree that it is your sole responsibility to update the information about your Contact Person.

E.   Member Profile Information As a subscriber to our Services, you are entitled to list certain information about your financial and personal affairs in your Member Profile. This information, which will be referred to as Member Profile Information, includes, among other things, information about bank accounts, certificates of deposit, stocks, bonds, mutual funds, assets you own such as real estate, pension funds, retirement accounts, insurance policies, investments, credit cards, legal advisers, financial advisers, stockbrokers, your safe deposit boxes, and information about where your important personal and financial documents are stored. It is up to you to decide what information you want to enter into your Member Profile. You can take as much time as you wish to enter information into your Member Profile. You may access your Member Profile at any time to review it and you may add information to it, change information in it or delete information from it at any time. You agree that you are solely responsible for the accuracy and completeness of the information entered into your Member Profile and that you are solely responsible for updating information that changes.

F.   Special Rules if You Signed Up with a Promo Code If you signed up for our Services by using a promo code, then Personal Estate Manager Inc. payment arrangements with the person who is linked to the promo code (“Business Associate”) may require Personal Estate Manager Inc. to confirm your membership status. If such confirmation is required, Personal Estate Manager Inc. will confirm to its Business Associate whether you have signed-up, remain enrolled, have renewed a subscription, have canceled your subscription or have had your subscription terminated. Personal Estate Manager Inc. will provide the Business Associate only with the information minimally necessary to confirm your membership status.

FEES, TERM OF SUBSCRIPTION AND TERMINATION OF SUBSCRIPTION

A.   Subscription Fee. When you first enroll for our Services, you will be charged the Initial Subscription Fee, then in effect, as stated on the Site. You agree to pay this Initial Subscription Fee.

B.   Term and Automatic Renewal. Unless earlier terminated by Personal Estate Manager Inc., your subscription shall automatically renew and shall continue unless Personal Estate Manager Inc. notifies you at least thirty (30) days in advance of a renewal date that Personal Estate Manager Inc. is not renewing your account or unless you notify Personal Estate Manager in writing via email to [email protected]. of your decision to cancel your subscription to the our Services. Your renewal date will be the day that is the one year anniversary of the day on which you enrolled for our Services and thereafter it will be the day that is the one year anniversary of the day on which your subscription last renewed. The charge for a renewal Subscription Fee will be put through on your renewal date. We may notify you by email sent to the email address associated with your account thirty days before your renewal date that your subscription is being renewed unless you previously notified us that you did not want to renew or that you were canceling your subscription. The notice will state the subscription fee that will be in effect on the renewal date. Under certain promo codes your subscription will terminate if the person linked to the promo code terminates its agreement with Personal Estate Manager Inc.

C.   Method of Payment. You may pay the Initial Subscription Fee or any renewal Subscription Fee by credit or debit card. You hereby authorize Personal Estate Manager Inc. to charge your credit card or debit card to pay for the Initial Subscription Fee and for the amount of the renewal Subscription Fee that is in effect on your renewal date until such time as you cancel your subscription to the Site or until such time as Personal Estate Manager Inc. terminates your subscription. Personal Estate Manager Inc. will notify you by email each time a payment is automatically charged to your card. You agree to notify us of any changes to your credit or debit card account (including without limitation, applicable account number or cancellation, expiration or closing of the account), your billing address or any information or events that may prohibit My Peace of Mind from charging your account.

D.   Cancellation of a Subscription At Your Request. You may cancel your subscription to our Services at any time by sending an email to [email protected] or sending a written notice to the address specified in paragraph 9. Such cancellation will be effective as of the day we receive a written cancellation notice from you, or if the notice specifies a later date, effective as of the date you specified in the notice. If you cancel your Initial Subscription within thirty (30) days of signing up for our Services, then we will refund your Initial Subscription Fee in full. If you signed-up using a promo code and the Business Associate linked to this promo code paid your Initial Subscription Fee, refunds, if any, will be made by us to our Business Associate. If you cancel a renewal Subscription within thirty (30) days after the renewal date, then we will refund the Renewal Subscription Fee in full. If you renewed using a promo code and the Business Associate paid your renewal fee, then a refund, if any, would be made to the Business Associate. In some cases, if you signed up using a promo code, the cancellation period may be longer. If it is we will so advise you.

E.   Cancellation or Termination by Us. If you violate the Terms of Use for the Site or otherwise breach this agreement or if you (or our Business Associate who is paying your subscription fees) fail to pay any amount under this Agreement when due, in addition to any other remedies available at law or in equity, we will have the right, in our sole discretion, to immediately suspend your subscription, suspend your right to purchase or use any other services provided by or offered by Personal Estate Manager Inc., and to remove or block access to your Member Profile. In the event we cancel or terminate your subscription, we will not be obligated to refund the Initial Subscription Fee or any Renewal Subscription Fee.

F.   Effect of Termination. Upon termination, expiration or cancellation of your subscription, this Agreement shall terminate and our obligation to provide by our Services to you shall end. We shall, as soon as is practical, remove your Member Profile from the Site and thus the Member Profile will no longer be accessible by signing onto the Site. We shall be entitled to maintain archival copies of your Member Profile and shall have no obligation to remove your Member Profile from our servers or stored back-ups of our servers. Use of such archival copies shall be for internal business purposes, to address issues relating to compliance with our agreements with you, to address compliance with any applicable laws or regulations and respond to a request from a Contact Person sent after the termination, expiration or cancellation of this Agreement.

          If your Contact Person or an Authorized Representative (which means a person with the legal authority to represent your estate such as the executor of your estate) provides verification of your death, and such death occurred while you were a subscriber to our services but such verification is received by us after this Agreement has terminated, we will provide your Contact Person or Authorized Representative with your Member Profile as follows. If the verification is received within one year after the termination of this Agreement, we will release your Member Profile to your Contact Person or Authorized Representative free of charge. If the verification is received more than one year after the termination of this Agreement, we will release your Member Profile to your Contact Person or Authorized Representative if it is still available in our archives; however, there will be a reasonable charge for our services in retrieving your Member Profile from our archives. Notwithstanding the foregoing, if you canceled your Initial Subscription and received a full refund of your Initial Subscription fee, we will not be required to perform the foregoing services after termination of this Agreement.

G.   Survival of Provisions. The terms and provisions contained in paragraphs 1(A), 2(F), 3(A), 3(B), 3(F) and 3(G) shall survive the termination, cancellation, or discontinuance of this Agreement and paragraphs 6, 7, 8, and 11.

H.   Terms of Use. The Terms of Use, which are hereby incorporated by reference and made a part of this Agreement, set forth the terms relating to your use of the Site.

THE MEMBER PROFILE SERVICES

A.   Privacy of Member Profile Information. Your Member Profile Information shall be treated as private information and shall not be disclosed or used except as otherwise provided in this Agreement. You agree that we have has the right to reproduce, save and maintain copies of your Member Profile Information in order to provide to our Services to you and for archival purposes, internal business purposes, anonymous data aggregation and compliance purposes.

B.   Release of Member Profile Information. As specified in subparagraph 1(B) of this Agreement, any person (whether that person is or is not named as a Contact Person) to whom you give your User Name and password will be able to sign onto the Site and obtain your Member Profile Information. In the event that you have not given a Contact Person your User Name and password, we will release Member Profile Information to a Contact Person only if we obtain verification that you are incapacitated or have died. Verification will consist of a court order appointing a guardian, personal representative, or executor or a death certificate (which, at our option, we may require to be certified) issued by a governmental agency or other record from a governmental agency confirming your death. We will also release such Member Profile Information as otherwise required by law.

C.   Notification Services. If we learn of your death or incapacity from sources that we, in our sole discretion, consider reliable, we will contact, preferably by email, each Contact Person listed on your account to inform them that we have received information that indicates you may have died or become incapacitated and ask your Contact Person to confirm your status. Upon receipt of verification that you have died or are incapacitated, we will release your Member Profile Information to each Contact Person listed on your account. We will also send a notice to the advisers listed in your Member Profile and a notice to any beneficiary of a life insurance policy informing such persons of your death but only if you have specifically requested that we do so.

D.   Email Notices to You and Your Contact Person. Your account will be deemed to be inactive if it has not been accessed for a period of 90 days. If your account becomes inactive, we will send an inquiry notice by email to you at the email address associated with your account to confirm your well being. If you fail to respond to this inquiry notice within seven (7) days, then we will notify, preferably by email, each Contact Person listed on your account that you have failed to respond to an inquiry notice and ask your Contact Person(s) to check on you and confirm your well being.

E.   Notice of Enrollment. When you enroll in the Site, we will send a notice to anyone you have listed as a Contact Person. If you change or add a Contact person, we will notify the new Contact person that you have enrolled in our services. If you specifically authorize us to do so, we may also notify any advisers you initially list (or add later) in your Member Profile that you have enrolled in our services. Our notice will inform the recipient that you have subscribed to our Services and that the recipient should contact us in the event of your death or incapacity. The notice will contain your name and mailing address but no other Personal Information and no Member Profile Information. You hereby acknowledge and agree that we may send such notices and authorize us to do so.

F.   YOUR OBLIGATION TO UPDATE YOUR MEMBER PROFILE. YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION YOU PROVIDE IN YOUR MEMBER PROFILE. YOU ARE SOLELY RESPONSIBLE FOR UPDATING SUCH INFORMATION. WHEN WE SEND NOTICES TO YOUR CONTACT PERSON(S), ADVISERS OR BENEFICIARIES WE WILL RELY ON AND USE THE INFORMATION IN YOUR MEMBER PROFILE. WE WILL NOT HAVE ANY OBLIGATION TO DETERMINE WHETHER THE INFORMATION IS CORRECT OR TO UPDATE THE INFORMATION.

G.   ADDITIONAL STEPS YOU MUST TAKE TO GIVE YOUR CONTACT PERSON(S) LEGAL AUTHORITY TO ACT FOR YOU. MY PEACE OF MIND IS AN INFORMATION STORAGE AND NOTIFICATION SERVICE. IT IS USEFUL FOR SOMEONE HANDLING YOUR FINANCIAL AFFAIRS BUT YOU MUST TAKE OTHER STEPS TO GIVE YOUR CONTACT PERSON(S) THE LEGAL AUTHROITY TO ACT FOR YOU. AN ATTORNEY CAN ADVISE YOU OF THESE ADDITIONAL STEPS. MY PEACE OF MIND CANNOT BE USED TO TRANSFER ASSETS TO OTHERS UPON YOUR DEATH. BY ENROLLING IN MY PEACE OF MIND, YOU ARE NOT AUTHORIZING YOUR CONTACT PERSON(S) TO ACT AS THE PERSONAL REPRESENTATIVE OR +EXECUTOR OF YOUR ESTATE. YOU ARE NOT GIVING YOUR CONTACT PERSON(S) A POWER OF ATTORNEY TO SIGN DOCMENTS ON YOUR BEHALF. YOU ARE NOT TRANSFERRING ASSETS TO THE CONTACT PERSON(S).

MODIFICATIONS TO THIS AGREEMENT BY US

WE RESERVE THE RIGHT TO CHANGE THE SERVICES AND BENEFITS PROVIDED TO YOU AS PART OF YOUR SUBSCRIPTION TO THE SITE AND TO CHANGE THIS AGREEMENT FROM TIME TO TIME. IF ANY OF THESE FUTURE CHANGES ARE UNACCEPTABLE TO YOU, YOU MAY TERMINATE YOUR SUBSCRIPTION BY SENDING A WRITTEN NOTICE TO MY PEACE OF MIND BY EMAIL, REGULAR MAIL OR OVERNIGHT DELIVERY. YOUR CONTINUED USE OF THE SITE OR CONTINUED PAYMENT OF SUBSCRIPTION FEES FOLLOWING THE POSTING OF NOTICE OR RECEIPT OF NOTICE OF ANY CHANGES IN THIS AGREEMENT SHALL INDICATE ACCEPTANCE BY YOU OF SUCH CHANGES.

ACCESSIBILITY OF SITE

We shall use commercially reasonable efforts, including, without limitation, the use of back-up or mirror web sites, to make the Site accessible on a 24 hour-7 day a week basis. Personal Estate Manager Inc. shall have the right to periodically conduct routine scheduled maintenance of the Site. During such time, the Site will be inaccessible. We will use reasonable efforts to notify you of any scheduled maintenance of the Site. However, in the event the Site is inaccessible, our liability is limited in accordance with the disclaimers set forth herein.

DISCLAIMERS.

A.   SITE ACCESSIBILITY AD LIMITATION OF DAMAGES. WE WILL TAKE COMMERCIALLY REASONABLE MEASURES TO ENSURE THAT THE SITE CAN BE ACCESSED AT ANY TIME. WE, HOWEVER, ARE NOT LIABLE FOR INACCESSIBIITY OF THE SITE UNLESS SUCH INACCESSIBILITY SHALL OCCUR FOR MORE THAN ONE WEEK AT ANY ONE TIME. IN NO EVENT WILL OUR MAXIMUM AGGREGATE LIABILITY TO YOU DUE TO INACCESSIBILITY OF THE SITE EXCEED THE TOTAL AMOUNT OF PRORATED SUBCRIPTION FEES APPLICABLE TO THE PERIOD OF INACCESSIBILITY.

B.   DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF QUIET ENJOYMENT, NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. PERSOANL ESTATE MANAGER INC. DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABE ARE FREE OF VIRUSES, TROJAN HORSES OR OTHER HARMFUL CODE THAT MAY MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. PERSONAL ESTATE MANAGER INC. DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES, TYPOGRAPHICAL OR OTHER ERRORS OR BUGS, AND WE MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME.

LIMITATIONS OF LIABILITY.

WE, OUR SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, EMOTIONAL DISTRESS OR SIMILAR DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMIATATION OR EXCLUSION MAY NOT APPLY TO YOU.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL OUR MAXIMUM AGGREGATE LIABILITY TO YOU RELATED TO OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED BY US EXCEED THE AMOUNT YOU HAVE PAID FOR YOUR CURRENT SUBSCRIPTION TO THE MY PEACE OF MIND SERVICES (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE).

INDEMNITY

You will indemnify, defend and hold harmless us, our officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs including, but not limited to, attorney’s fees arising from your breach of this Agreement or your use of the Site.

NOTICE

All notices required or permitted to be sent under this Agreement to Personal Estate Manager Inc. shall be delivered by email to [email protected]. or delivered by mail to Personal Estate Manager, Inc., P.O. Box 183096, Shelby Township, MI 48318-3096. We shall have the right to change the notice address at any time by listing a new address in the “contact us” section of the Site. Any notice required or permitted to be sent under this Agreement to you will be sent to the email address associated with your account. We may, but are not obligated, to provide notice by sending such notice to the mailing address you have provided as your home address.

FORCE MAJEURE.

If the performance of any part of this Agreement (other than the payment of any fees due hereunder) by the parties is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, terrorism, earthquake, fire, judicial or governmental action, labor disputes, act of God, crashes of the server(s) hosting the Site, or other causes beyond the control of either party, that party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such causes; provided, however, that if such period of force majeure lasts more than thirty (30) days, then the other party hereto may terminate this Agreement.

GOVERNING LAW, VENUE, HANDLING OF DISPUTES

A.   Governing Law. This Site was created by and is controlled by us in the State of Michigan. Thus, this Agreement and any dispute of any sort that might arise between you and Personal Estate Manager Inc. concerning your use of the Site, the Terms of Use, the Privacy Policy, or this Agreement will be governed by and interpreted pursuant to the laws of the State of Michigan and of the United States of America, without giving effect to any principles of conflicts of laws.

B.   Court Jurisdiction and Venue. You specifically consent to and agree to submit any dispute or claim arising out of or relating to this Agreement, the Terms of Use (including any breach thereof), of our Services, Member Profile Privacy Policy, use of any information you give to us, or use of the Site, or the services that are offered through the Site to binding and confidential arbitration in Oakland County, Michigan administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect (including without limitation the Supplementary Procedures for Consumer Related Disputes if appropriate). The arbitration panel shall consist of one arbitrator, to be mutually agreed upon by you and Personal Estate Manager Inc. If you and Personal Estate Manger Inc. cannot agree on an arbitrator within the time period given by the American Arbitration Association for the choosing of an arbitrator or within thirty (30) days of the filing of the arbitration proceeding, whichever is longer, then the American Arbitration Association shall choose the arbitrator. The arbitration may be conducted in person, through the submission of documents, or by phone. The arbitrator shall provide a written decision, and if a party so requests, the arbitrator will provide a statement of reasons supporting the decision. The arbitrator’s award shall be binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. To the fullest extent permitted by applicable law, any such dispute or claim shall be arbitrated on an individual basis and shall not be consolidated with any dispute or claim of any other party. Each party shall be liable for its own fees and costs. The foregoing shall not preclude Personal Estate Manager Inc. from seeking any injunctive relief in state or federal courts located in the State of Michigan for protection of the intellectual property rights of Personal Estate Manager Inc. or its licensors or licensees. You agree you will not start any litigation relating to the matters specified in this paragraph except through arbitration. You also waive any claim that venue in these courts is not proper or is a forum nonconveniens. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE THE RIGHT TO A JURY TRIAL.

C.   Statute of Limitations. Any cause of action for a breach of this Agreement or other matters relating to your use of the Site must be brought within one year of the events giving rise to the cause of action.

MISCELLANEOUS

A.   Binding Effect, Waiver, Severability, and Headings. The provisions of the Agreement shall be binding upon and shall inure to the benefit of you, your heirs, administrators, successors and assigns and to the benefit of us, our agents, successors and assigns. No waiver by us of any default shall be deemed as a waiver of prior or subsequent default of the same or of other provisions of this Agreement. If any provision(s) of this Agreement is unlawful, void, or unenforceable, that provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other parts remaining in full force and effect. The section and paragraph headings contained in this Agreement have been inserted only as a matter of convenience and for reference, and in no way shall be construed to define, limit or describe the scope or intent of any provision of this Agreement.

B.   Integration. This Agreement, Member Profile Privacy Policy, as the same may be amended from time to time, and Member Profile Terms of Use, as the same may be amended from time to time, and any Supplemental Terms Rider to which you separately agreed constitute the entire understanding of you and Personal Estate Manager Inc. and revokes and supersedes all prior agreements between Personal Estate Manager Inc. and you and shall not be modified or amended except in writing signed by you and Personal Estate Manager Inc. and specifically referring to this Agreement. This Agreement shall take precedence over any other documents such as the Privacy Policy and Terms of Use in case of a conflict with the provisions of this Agreement.

C.   Relationship between You and Personal Estate Manager Inc. Nothing in the Agreement shall be deemed to constitute, create, give effect to or otherwise recognize a partnership, joint venture or formal business entity of any kind between you and Personal Estate Manager Inc. The rights and obligations of the parties shall be limited to those expressly set forth herein.

BY CLICKING ON THE BOX NEXT TO “I’VE READ AND AGREE TO THE MEMBER PROFILE MEMBER AGREEMENT” YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN IT.