MEMBER ACCOUNT, PASSWORD, AND SECURITY

If a particular Helpupay.com web page, or any product or service offered on the Helpupay.com Web Site (each a "ERS Site/Service", and collectively "ERS Sites/Services") requires you to open an account or provide your personal information, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You then will be provided with a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify ERS immediately of any unauthorized use of your account or any other breach of security. ERS will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by ERS or another party due to someone else using your account or password. You may not use anyone else's account at any time, without the permission of the account holder.

MODIFICATION OF THESE TERMS OF USE

ERS reserves the right to change the terms, conditions, and notices under which the ERS Sites/Services are offered, including but not limited to the charges associated with the use of the ERS Sites/Services. You are responsible for regularly reviewing these terms and conditions and additional terms posted on particular websites. Your continued use of the ERS Sites/Services constitutes your agreement to all such terms, conditions, and notices.

PERSONAL AND NON-COMMERCIAL USE LIMITATION

Unless otherwise specified, the ERS Sites/Services are for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the ERS Sites/Services. Without the advance express written permission of ERS, you may not 'meta-search' the ERS Sites/Services, send, or cause to be sent, any automated queries of any sort to the ERS Sites/Services, or use the ERS Sites/Services in any commercial manner.

LINKS TO THIRD PARTY SITES

The ERS Sites/Services may contain images of and links to third party Web sites ("Linked Sites"). The Linked Sites are not under the control of ERS and ERS is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. ERS is not responsible for webcasting or any other form of transmission received from any Linked Site nor is ERS responsible if the Linked Site is not working appropriately. ERS is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by ERS of the site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites. Any dealings with third parties (including advertisers) included within the ERS Sites/Services or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. ERS shall not be responsible or liable for any part of any such dealings or promotions.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the ERS Sites/Services, you will not use the ERS Sites/Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the ERS Sites/Services in any manner that could damage, disable, overburden, or impair any ERS Site/Service(s) (or the network(s) connected to any ERS Site/Service(s)) or interfere with any other party's use. You may not attempt to gain unauthorized access to any ERS Site/Service, other accounts, computer systems or networks connected to any ERS Site/Service, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the ERS Sites/Services.

USE OF SERVICES

The ERS Sites/Services may contain payment services and/or other message or communication facilities designed to enable you to communicate with ERS (collectively, "ERS Communication Services"). You agree to use the ERS Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using an ERS Communication Service, you will not:

1. Use the ERS Communication Service in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).

2. Violate the legal rights (such as rights of privacy and publicity) of others.

3. Use any material or information, including images or photographs, which is made available through the ERS Sites/Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.

4. Use of meta tag searches on the web sites.

5. Violate any code of conduct or other guidelines which may be applicable for any particular ERS Communication Service.

6. Harvest or otherwise collect information about others, including e-mail addresses.

7. Violate any applicable laws or regulations.

8. Create a false identity for the purpose of misleading others.

ERS has no obligation to monitor the ERS Communication Services. However, ERS reserves the right to review materials posted to an ERS Communication Service and to remove any materials in its sole discretion. ERS reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. ERS reserves the right at all times to disclose any information as ERS deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in ERS's sole discretion.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE ERS SITES/SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE ERS SITES/SERVICES AND TO THE INFORMATION THEREIN. ERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE ERS SITES/SERVICES AT ANY TIME. ADVICE RECEIVED VIA THE ERS SITES/SERVICES SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. ERS MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED WITHIN THE ERS SITES/SERVICES FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. ERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT.

YOU SPECIFICALLY AGREE THAT ERS SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH AN ERS SITE/SERVICE. YOU SPECIFICALLY AGREE THAT ERS IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT ERS IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN AN ERS SITE/SERVICE BY ANY THIRD PARTY. IN NO EVENT SHALL ERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE ERS SITES/SERVICES, WITH THE DELAY OR INABILITY TO USE THE ERS SITES/SERVICES OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE ERS SITES/SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE ERS SITES/SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ERS OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE ERS SITES/SERVICES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE ERS SITES/SERVICES.

OTHER LIMITATIONS

You agree that ERS may establish limits concerning use of any ERS Service offered on an ERS Web Site, including without limitation the maximum number of days that e-mail messages will be retained by any ERS Service, the maximum number of e-mail messages that may be sent from or received by an account on any ERS Service, the maximum size of an e-mail message that may be sent from or received by an account on any ERS Service, the maximum disk space that will be allotted on ERS's servers on your behalf, and the maximum number of times and duration you may access any ERS Service in a given period of time.  You agree that ERS has no responsibility or liability for the deletion, corruption or failure to store any messages or other content maintained or transmitted by any ERS Service. You acknowledge that ERS reserves the right to log off accounts that are inactive for a period of ninety (90) days or more.

ERS MAKES NO WARRANTY THAT ANY ERS SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

TERMINATION/ACCESS RESTRICTION

ERS reserves the right, in its sole discretion, to terminate your access to any or all ERS Sites/Services and the related services or any portion thereof at any time, without notice. ERS may also terminate or suspend your access to ERS Site/Service(s) for inactivity, which is defined as failing to log into a particular service for a period of ninety (90) days or more, as determined by ERS. Upon termination of the ERS Site/Service, your right to use the ERS Site/Service immediately ceases. ERS shall have no obligation to maintain any content or to forward any unread or unsent messages to you or any third party.

GENERAL

This agreement is governed by the laws of the State of Illinois, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Cook County, Illinois, U.S.A. in all disputes arising out of or relating to the use of the ERS Sites/Services. You agree that no joint venture, partnership, employment, or agency relationship exists between you and ERS as a result of this agreement or use of the ERS Sites/Services. You agree to indemnify and hold ERS, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your use of or conduct on the ERS Sites/Services. ERS reserves the right to disclose any personal information about you or your use of the ERS Sites/Services, including its contents, without your prior permission if ERS has a good faith belief that such action is necessary to: (1) conform to legal requirements or comply with legal process; (2) protect and defend the rights or property of ERS or its affiliated companies; (3) enforce the terms or use; or (4) act to protect the interests of its members or others. ERS's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of ERS's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the ERS Sites/Services or information provided to or gathered by ERS with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and ERS with respect to the ERS Sites/Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and ERS with respect to the ERS Sites/Services. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

COPYRIGHT AND TRADEMARK NOTICES:

All contents of the ERS Web Sites are: Copyright (c) 2002 Enterprise Recovery Systems, Inc. and/or its affiliates, 2400 South Wolf Road, Suite 200, Westchester, Illinois 60154 U.S.A. All rights reserved.

TRADEMARKS. ERS and/or other ERS products and services referenced herein may also be either trademarks or registered trademarks of ERS in the United States and/or other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.

ADDITIONAL TERMS:

General

You represent and warrant that: (1) you are at least 21 years of age or the age required or allowed under applicable law for making a legal and binding contract; (2) all information that you submit is true and accurate (including without limitation information relating to your Payment Method); and (3) you are an individual (or in the case of an entity, an agent of the entity) authorized to use the designated Payment Method. You agree to pay for all charges (including charges by other persons) and to comply with your responsibilities and obligations as stated in this Agreement. If you are an agent of an entity user, you represent and warrant that you are duly authorized to legally bind the entity to all terms and conditions of this Agreement and that you have made the entity aware of them. You agree not to assign, transfer or sublicense any rights in your Billing Account. ERS may: (1) generate print copies of its electronic records and introduce them in evidence as original documents; and (2) prove your agreement or consent in any manner, including without limitation, by showing that a procedure existed by which you must have provided consent or engaged in conduct to obtain the applicable Products or Services

CONSUMER DISCLOSURES AND CONSENTS FOR ELECTRONIC INFORMATION

Disclosure to Receive Information in Electronic Form

ALL INFORMATION THAT ERS IS REQUIRED BY LAW TO SEND TO YOU REGARDING THE SUBSCRIPTIONS, SERVICES AND OTHER ITEMS PROVIDED TO YOU UNDER THIS AGREEMENT, INCLUDING ANY BILLING AND PAYMENT INFORMATION (COLLECTIVELY REFERRED TO AS "REQUIRED INFORMATION"), AND ANY OTHER INFORMATION PROVIDED TO YOU FROM ERS, MAY BE PROVIDED TO YOU IN ELECTRONIC FORM. ERS MAY PROVIDE ALL REQUIRED INFORMATION TO YOU IN ELECTRONIC FORM EITHER: (1) VIA E-MAIL AT THE E-MAIL ADDRESS YOU SPECIFY DURING YOUR SIGN-UP FOR SUBSCRIPTIONS, SERVICES OR OTHER ITEMS UNDER THIS AGREEMENT; (2) BY ACCESS TO AN ERS WEB SITE THAT WILL BE DESIGNATED IN AN E-MAIL NOTICE SENT TO YOU AT THE TIME THE INFORMATION IS AVAILABLE; OR, (3) TO THE EXTENT PERMISSIBLE BY LAW, BY ACCESS TO A ERS WEB SITE THAT WILL BE GENERALLY DESIGNATED IN ADVANCE FOR SUCH PURPOSE.

Requesting Copies of Records

ERS is not responsible for keeping records previously provided to you in electronic form by ERS. However, ERS may provide you the required information, if available, in other forms. ERS may charge a reasonable fee for providing such information. To make a request, please call 1-800-377-1904 or write to Enterprise Recovery Systems, Inc., 2400 South Wolf Road, Suite 200, Westchester, Illinois 60154.

Hardware, Software, and Service Requirements

In order to receive Required Information electronically from ERS, you must have an e-mail address and submit it to ERS upon sign-up for any subscription, service or other item provided under this Agreement. Your computer also must have either Internet Explorer 5.x (or above) or Netscape Navigator 6.x (or above) and an e-mail software program capable of sending and receiving e-mail from ERS via the Internet. Your computer must also have extra plugins or software for your specific web browser if required. Finally, your computer must be capable of receiving, accessing, displaying, and either printing or storing, Required Information received in electronic form from ERS via a plain text-formatted e-mail or by access to a ERS web site using one of the browsers specified above. You are responsible for obtaining access to the Service 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.

Changes to Hardware, Software, and Service Requirements

In the event that there are any changes to the hardware, software, and service requirements listed above that are likely to have a significant impact on your ability to receive, access, display, store, and print Required Information that ERS sends to you in electronic form, ERS will notify you of these changes. In such case, you will be required to reconfirm your agreement to receive, and your ability to access, such Required Information in electronic form in order to avoid any disruption in the subscriptions, services or other items provided to you under this Agreement. You may, however, always choose to withdraw your consent to receive Required Information in electronic form without the imposition of any fees, but ERS may terminate your Account, username, and password to any subscriptions, services or other items provided
to you if you do so.

Consent to Receive Information in Electronic Form

YOU AGREE THAT BY ACCEPTING THE TERMS IN THIS AGREEMENT, YOU CONSENT TO RECEIVE REQUIRED INFORMATION, AND ANY OTHER INFORMATION PROVIDED TO YOU FROM ERS, BY ELECTRONIC COMMUNICATION. YOU ALSO CONFIRM THAT YOUR COMPUTER SATISFIES THE HARDWARE AND SOFTWARE REQUIREMENTS STATED ABOVE FOR RECEIVING, ACCESSING, DISPLAYING, PRINTING, AND STORING COPIES OF SUCH REQUIRED INFORMATION, AND YOU CONFIRM THAT YOU HAVE PROVIDED ERS A CURRENT E-MAIL ADDRESS FOR RECEIVING REQUIRED INFORMATION. YOU MAY WITHDRAW YOUR CONSENT OR UPDATE YOUR E-MAIL ADDRESS BY CALLING 1-800-377-1904 OR BY WRITING TO ENTERPRISE RECOVERY SYSTEMS, INC., 2400 SOUTH WOLF ROAD, SUITE 200, WESTCHESTER, ILLINOIS 60154. HOWEVER, IF YOU CHOOSE TO WITHDRAW THIS CONSENT, ERS MAY TERMINATE ANY SUBSCRIPTIONS, SERVICES OR OTHER ITEMS PROVIDED TO YOU UNDER THIS AGREEMENT.