Your use of any of the services offered by GPass1.com, Inc is contingent upon your adherence to the following terms of service, which we refer to as the agreement. GPass1.com reserves the right to update and refine the Agreement at any time without prior notice. By accessing or using the service, you are indicating that you are aware of the Agreement and consent to abide by it Failure to comply with the Agreement negates any service commitment on GPass1.com's end and may result in the termination of your membership.
1. DESCRIPTION OF SERVICE AND MEMBERSHIP GUIDELINES

GPass1.com provides its members with the ability to privately retrieve information contained on third party web sites through the World Wide Web, among other benefits. In exchange for this service, GPass1.com might charges its members a monthly fee (depends on the service level). Members must be at least 18 years old (or have the explicit permission of a parent/guardian) and competent to enter into a contract to use the Service. Members must also provide current, complete, and accurate personal information when registering with the service and maintain it accordingly.

2. MEMBER ACCOUNT, PASSWORD, AND SECURITY
To open an account, you must complete the registration process and successfully complete the payment authorization from our offered payment companies. You will be provided login to the GPass1.com system. 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 through the use of your account and/or password. You agree to notify GPass1.com immediately of any unauthorized use of your account or any other security breaches.

3. MEMBER PRIVACY
It is GPass1.com' policy to respect the privacy of its members. GPass1.com will not monitor, edit, or disclose any personal information about you or your use of the Service, including its contents, without your prior permission unless GPass1.com has reason to believe 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 GPass1.com; (3) enforce the Agreement; or (4) to protect the interests of its other Members. GPass1.commay elect to provide certain demographic user information in aggregate form to third parties (that is, it will not identify you personally or compromise your own security). You agree that GPass1.commay access your account, including its contents, as stated above or in order to respond to service or technical issues.

4. MEMBER CONDUCT
As a condition of your use of the Service, you warrant that you will not utilize the Service for any purpose that is unlawful or prohibited by these terms, conditions, and notices. By accessing any content (including information, data, text, software, music, sound, photographs, graphics, video, or messages) through the GPass1.com Service, you warrant that: (1) you are the owner of such Content, or have been granted all the rights necessary from the Content owner, and (2) that the use of such Content will not infringe the intellectual property rights, or otherwise violate the rights, of any third party. By submitting Content to GPass1.com, you automatically grant GPass1.com (or warrant that the Content owner has granted) a nonexclusive, royalty-free license to use, modify, copy, duplicate, transmit, publicly display, publish, create derivative works of, distribute, or transfer any such Content, for any purpose whatsoever without any compensation to you.

YOU AGREE TO USE THE SERVICE ONLY TO PERFORM WORK ON YOUR OWN BEHALF. ANY UNAUTHORIZED OR COMMERCIAL USE OF THE SERVICE, OR THE RESALE OF ITS SERVICES, IS EXPRESSLY PROHIBITED.

PERSONAL AND NONCOMMERCIAL USE LIMITATION

You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any materials, information, software, products or services obtained from this web site and Service without the express written permission of GPass1.com, Inc. and/or the rightful owner or licensor of such materials, information, software, products or services.

You agree to abide by all applicable local, state, national, and international laws/regulations and are solely responsible for all the acts or omissions that occur through your account or password, including the content of your transmissions through the Service. You may not use the Service in any manner which could damage, disable, overburden, or impair any GPass1.com Site/Service(s) (or the network(s) connected to any GPass1.com Site/Service(s)) or interfere with any other party's use and enjoyment of any GPass1.com Site/Service(s). You may not attempt to gain unauthorized access to any GPass1.com Site/Service, other accounts, computer systems or networks connected to any GPass1.com 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 GPass1.com Site/Service(s). You are responsible for any content that you post or transmit on or through the Service. By way of example, and not as a limitation, you agree not to:

* Use the Service in connection with surveys, contests, pyramid schemes, chain letters, junk e-mail, spamming, or any duplicative or unsolicited messages (commercial or otherwise);
* Defame, abuse, harass, stalk, threaten, or otherwise violate any of the legal rights of others;
* Publish, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful material/information;
* Advertise or offer to sell or buy any goods or services for any non-personal purpose;
* Harvest or otherwise collect information about others, including e-mail addresses, without their consent;
* Create a false identity for the purpose of misleading others as to the identity of the sender or the origin of a message;
* Transmit or upload any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
* Transmit or upload any material that contains software or other material protected by intellectual property laws, rights of privacy or publicity or any other applicable law unless you own or control the rights thereto or have received all necessary consents;
* Interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks;
* Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service through password mining or any other means;
* Violate any applicable laws or regulations including, but not limited to, laws regarding the transmission of technical data or software exported from the United States through the Service;
* Interfere with another Member's use and enjoyment of the Service or another individual's or entity's use and enjoyment of similar services;
* Violate GPass1.com's own copyrights or take any part of the service or its written components and manipulate or copy it for your own use.

GPass1.com has no obligation to monitor the Service or any user's use thereof or retain the content of any user session. However, GPass1.com reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

You will comply with all applicable laws and regulations regarding online conduct and content. You will not use the Service to collect, store, or use information about others for the purpose of sending unsolicited or unauthorized communications. If you violate any of these terms and conditions, your permission to use the GPass1.com Site/Service(s) automatically terminates.

5. THIRD PARTY CONTENT
Any information, data, text, software, music, sound, photographs, graphics, video, messages or any other materials retrieved from third party web sites is not under the control of GPass1.com and GPass1.com is not responsible for the contents accessed from any site or any link contained in a linked site or any link site or any link contained in a linked site, or any changed or updates to such sites. GPass1.com does not imply endorsement of the content provided by other sites or any association with their operators.

6. DISCLAIMERS/LIMITATION OF LIABILITY
By using the GPass1.com web site or any applications, software, and content contained therein, you agree that use of the Service is entirely at your own risk.The information and services included in or available through the Service may include inaccuracies or typographical errors. Changes are periodically made to the information herein. GPass1.com and/or its respective suppliers may make improvements and/or changes in the Service at any time.

GPass1.com does not represent or warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service or the server that makes it available are free of viruses or other harmful components. GPass1.com does not warrant or represent that the use or the results of the use of the Service or the materials made available as part of the Service will be correct, accurate, timely, or otherwise reliable.

You specifically agree that GPass1.com 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 the Service. You specifically agree that GPass1.comis 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 GPass1.com is not responsible for any content sent using and/or included in the Service by any third party.

GPass1.com AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE SERVICE FOR ANY PURPOSE. THE SERVICE IS PROVIDED "AS IS" AND HAS NO WARRANTY OF ANY KIND. GPass1.com AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL GPass1.comAND/OR ITS SUPPLIERS 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 SERVICE OR RELATED WEB SITES, WITH THE DELAY OR INABILITY TO USE THE SERVICE OR RELATED WEB SITES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF GPass1.comOR 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 SERVICE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE AND ITS RELATED WEB SITES.
7. INDEMNIFICATION

You agree to indemnify and GPass1.com, its parents, subsidiaries, affiliates, officers and employees immune from any claim, demand, or damage, including reasonable attorneys' fees, that are asserted by any third party due to or arising out of your use of or conduct on the Service. You agree that we will respond to your complaints only with a refund for the current and remaining months of your Membership agreement.

8. TERMINATION
GPass1.com may terminate your access to any part or all of the Service and any related service(s) at any time, with or without cause, with or without notice, to be effective immediately, for any reason whatsoever. GPass1.com may also terminate your account for inactivity, which is defined as failing to log in to the Service for an extended period of time, as determined by GPass1.com. Upon termination of the Service, your right to use the Service immediately ceases. If you wish to terminate your account, your only recourse is to discontinue the use of the Service. GPass1.com shall have no obligation to maintain any content in your account or to forward any unread or unsent workflow notification to you or any third party. This Agreement will continue to apply to all past use of the service by you, even if you are no longer using it.

9. NO SPAM; DAMAGES
GPass1.com will immediately terminate any account which it believes, through its own discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk e-mail. In addition, in cases where actual damages cannot be reasonably calculated since they are often difficult to quantify, you agree to pay GPass1.com liquidated damages of $3 for each piece of spam or unsolicited bulk e-mail transmitted from or otherwise connected with your account; otherwise you agree to pay GPass1.com' actual damages, to the extent such actual damages can be reasonably calculated.

10. PROPRIETARY RIGHTS TO CONTENT
You acknowledge that Content including, but not limited to, text, software, music, sound, photographs, video, graphics, or other material contained in either sponsor advertisements or electronically distributed, commercially produced information presented to you by the Service, by GPass1.com, or GPass1.com' Advertisers or other content providers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way Content available through the Service and its associated Web sites, including code and software.

11. MODIFICATIONS TO TERMS OF SERVICE
GPass1.com reserves the right to change the Agreement or policies regarding the use of the Service at any time. You agree that notification will consist of posting an updated version of the Agreement on this Web site. You are responsible for regularly reviewing the Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

The Service is currently accessible to Members for a monthly fee; however, GPass1.com reserves the right to modify the pricing structure in the future. GPass1.com will notify you of any fees associated with any portion of the Service, and will require you to subscribe to any such portion of the Service prior to charging you any fees.

12. GENERAL
You and GPass1.com agree that any cause of action arising out of or related to this Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and GPass1.com as a result of this agreement or use of the Service. GPass1.com' performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of GPass1.com' right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by GPass1.com 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. You agree that GPass1.com may communicate with you, or with others on your behalf, via email, any similar technology, or regular mail for the purposes relating to your user account, the Service, any software provided with the Service or any other services provided now or in the future by GPass1.com or on GPass1.com behalf. Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and GPass1.com with respect to the Service (excluding the use of any software which may be subject to an end-user license agreement) and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and GPass1.com with respect to the Service. 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. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.

This Agreement was updated on 1/30/2006