DEBTFOLIO, INC.

USER AGREEMENT

BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON.

This User Agreement (the "Agreement") is a legal agreement between you and DebtFolio, Inc., a Delaware corporation ("DebtFolio") for the Service. the term "Service" means (i) analyzing your current debt position, and the impact of various strategies on your debt position, (ii) providing you with referrals to potential new lenders, and (iii) any other services offered by this web site. The term "You" or "you" means the company, entity or individual who is accessing the Service under this Agreement.

Your Information and Authorization. In order to provide you with the Service, DebtFolio will collect, as you register for the Service, your name, email address, phone number, and zip code and other information as requested from time to time ("Your Information"). In addition, you may provide DebtFolio with various other information about your financial situation ("Financial Information").

You are responsible for and must provide all telephone and other equipment, software (other than any software provided by DebtFolio) and services necessary to access the Service.

By posting updated versions of this Agreement on the Service or otherwise providing notice to you, DebtFolio may modify the terms of this Agreement, and may discontinue or revise any or all other aspects of the Service in its sole discretion and without prior notice. All such changes shall become effective upon posting of the revised Agreement on the Service, as to your future use of the Service. The updated, on-line version of this Agreement shall supersede any prior paper or other media-based copies of this Agreement that may have been included in any software or related materials provided by DebtFolio

Privacy. DebtFolio will not sell, exchange, or release any of Your Information or Financial Information to a third party without your express permission except as provided in the DebtFolio Privacy Policy or as required by law or court or governmental order. However, DebtFolio may share, exchange, sell or publicly disclose compiled, aggregated data containing no personally identifiable information (See DebtFolio Privacy Policy: http://debtfolio.com/register/privacypolicy.php). DebtFolio may contact you regarding account status and other matters relevant to the underlying Service and/or the information collected. DebtFolio may also use your Financial Information for the purpose of improving the operation of the Service. This provision and the policies outlined herein do not imply contractual or other legal rights of any other party

Endorsements. All product and service marks contained on or associated with the Service that are not DebtFolio marks are the trademarks of their respective owners. References to any names, marks, products or services of third parties or hypertext links to third party site or information do not constitute or imply DebtFolio's endorsement, sponsorship or recommendation of the third party, information, product or service.

Ownership. The Service, the DebtFolio company names and logos, and all related product and service names, design marks and slogans, are the property of DebtFolio or its affiliates (collectively, the "Marks"). You will not use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of DebtFolio. All ownership rights remain in DebtFolio or its third party suppliers, as the case may be.

Usage Restrictions. You warrant that you will not access or use the Service in any unlawful manner, for any unlawful purpose or in violation of these terms and conditions or applicable laws, rules and regulations. You agree that you will be responsible for all usage of the Service through your account and all related fees and any fees associated with use of other services accessed through the Service on your account whether or not authorized by you.

Except to the extent permitted above, you may not: permit other individuals to use the Service; modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on any product, service, information, content, software, message, advertisement or any other work found at, aggregated at, contained on, distributed through, linked to or from, downloaded to or from or in any other manner accessed from the Service (the "Materials"); copy (including copying onto a bulletin board or similar system) the Service or Materials other than as specified herein; rent, lease, grant a security interest in, or otherwise transfer rights to the Service or Materials or remove any proprietary notices or labels on the Service and Materials. With regard to any Materials in which DebtFolio or any subsidiary or other affiliate of DebtFolio claims a proprietary interest, you may download one copy of such Materials on any single computer for your personal, noncommercial use, provided you keep intact all copyright and other proprietary notices. If you are using the Service in any country in the European Community, the prohibition against modifying, translating, reverse engineering, decompiling, disassembling or creating derivative works based on the Materials does not affect you rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs

Your Risks. DebtFolio acts solely as an operator of the Service for your convenience, and use of the Service and any reliance by you upon any Materials, including any action taken by you because of such use or reliance, is at your sole risk. Neither DebtFolio nor any of its underlying service providers, business partners, licensors, employees, distributors or agents is responsible or liable for, or makes any representations or warranties as to:

A. Any representations, promises, recommendations or inducements that may be made by or through any party (including vendors) found at, on, through or from the Service;

B. The timeliness, accuracy, reliability, completeness, legality, copyright compliance or decency of the Service or any Materials;

C. Any inaccuracy, omission, error or delay in the Service or any Materials;

D. Nonperformance of or interruption in the Service or any Materials due to: (i) any act or omission by any disseminating party, (ii) any force majeure (e.g., flood; riot; labor dispute; accident; action of government; communications, transmissions or power failure; equipment, systems or software malfunctions) or any other cause beyond the control of any disseminating party or (iii) outages, transmission quality or malfunctions of telephone circuits or computer systems including but not limited to any defects or failures with respect to your software, computer systems or Internet access provider;

E. The quality of the Service or any Materials (including the results to be obtained from use of them); or

F. Any loss resulting from, arising out of or related to your access and/or use of or interaction with the Service or the Materials.

Remedies. Your sole and exclusive remedy for any failure or nonperformance of the Service or any Materials (including any associated software) shall be for DebtFolio to use commercially reasonable efforts to adjust or repair the Service or the Materials

LIMITATIONS ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER TORT, CONTRACT, OR OTHERWISE) SHALL DEBTFOLIO OR ANY OF ITS SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY, ITS "AFFILIATES") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF DEBTFOLIO OR ANY OF ITS AFFILIATES SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IF, NOTWITHSTANDING THE FOREGOING, DEBTFOLIO OR ANY OF ITS AFFILIATES IS FOUND LIABLE TO YOU FOR DAMAGES FOR ALL CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE AGGREGATE LIABILITY OF DEBTFOLIO AND ANY OF ITS AFFILIATES SHALL BE LIMITED TO ONE HUNDRED DOLLARS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU

Indemnification by You. You shall indemnify and hold harmless DebtFolio and any of its Affiliates from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys fees, arising from or relating to your use of the Service, or any act, error, or omission of you or any user of your account in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property; any defective product or any injury or damage to person or property caused by any products sold or otherwise distributed through or in connection with the Service; or violation of any applicable law

Export Controls. None of the Service or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Service, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or use the Service, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.

Term. You or DebtFolio may terminate this agreement at any time. Upon any such termination or expiration, you must discontinue all use of the Service, and immediately destroy the Materials together with all copies. The provisions of this Agreement (other than your right to use the Service) shall survive termination or expiration of this Agreement.

Controlling Law and Severability. This Agreement constitutes the entire agreement between you and DebtFolio with reference to this transaction. This Agreement will be governed by the laws of the Commonwealth of Massachusetts, except for that body dealing with conflicts of law. In any dispute involving this Agreement, DebtFolio and you consent to exclusive jurisdiction and venue in either the state or federal courts in the Commonwealth of Massachusetts and agree that the prevailing party shall be entitled to its reasonable attorney fees and costs. If any provision of this Agreement shall be deemed unenforceable, void or invalid, such provision shall be modified so as to make it valid and enforceable, and as so modified the entire Agreement shall remain in full force and effect. No decision, action or inaction by DebtFolio shall be construed to be a waiver of any rights or remedies available to it