SHOP INSURANCE 911, LLC

This Terms of Use (hereinafter referred to as "Terms of Use" &/or "ToU") sets forth the express terms and conditions under which Shop Insurance 911, LLC (hereinafter collectively referred to as "SI-911", "We", "Our", or "Us") agrees to (i) allow You, as an individual or, if You are representing a legal entity, such legal entity, including any agents, agencies, subsidiary, division and/or affiliate of the same in which such legal entity has a twenty-five (25%) percent or greater equity interest and/or control of a majority of the voting rights (hereinafter collectively referred to as "Agent", "Agency", "You" and/or "Your") to access the SI-911 Content, as further defined below; (ii) provide to You SI-911's services ("Services"); and/or (iii) provide You a limited right to use SI-911's software and related products, on a software-as-a-service delivery model ("SaaS") basis (hereinafter (i) thru (iii) may collectively be referred to as "Product(s)"). Please also note that these Terms of Use incorporate SI-911's Privacy Policy ( https://www.shopinsurance911.com/privacy ) and any other policy which SI-911 may choose to implement from time to time (hereinafter collectively referred to as the "SI-911 Policies"), which are displayed upon SI-911's Website, as further defined below. It is Your responsibility to review these Terms of Use and the SI-911 Policies on a frequent basis to ensure Your compliance.

YOUR ACCESS TO AND CONTINUED USE OF THE SI-911 WEBSITE AND/OR RECEIVING THE SERVICES ARE EXPRESSLY AND CONDITIONALLY PROVIDED TO YOU IN RELIANCE ON YOUR CONTINUED COMPLIANCE WITH THESE TERMS OF USE AND THE INCORPORATED SI-911 POLICIES HEREIN. BY CONTINUING TO ACCESS THE SI-911 WEBSITE, USING THE SI-911 PRODUCTS AND/OR RECEIVING THE SI-911 SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO BE BOUND TO THESE TERMS OF USE, YOU SHOULD ABSTAIN FROM ACCESSING THE SI-911 WEBSITE AND/OR IMMEDIATELY CEASE UTILIZING THE PRODUCTS AND SERVICES.

1. Definitions.

"Anonymous Data" means data or information in anonymized form (i) that does not specifically identify You; (ii) which is de-identified such that a person or entity, including but not limited a customer, cannot be identified; and/or (ii) for which the combination of such data with additional data sources will not allow the identification of You or such persons or entities.

"CRM System" means a third-party customer relationship management software application.

"Customer Data" means any data, information or material provided, submitted, or made available by You via the Products, which shall include but not be limited to Customer's email contacts, email attachments, and the content of email messages provided, submitted, or made available in a non-anonymous form, which may be considered Personal Information.

"End-User" shall mean a Prospect that via the SI-911 SaaS Product provides Customer Data to the Agent via the Forms, and for which the Agent is required to enter into an End-User Agreement, as further detailed in Section 3.2(v) "Agent Responsibilities" and Section 6.2(x) "Agent's Representations & Warranties", below. Representations & Warranties", below.

"End-User Agreement" shall mean a valid business-to-consumer (B-to-C) contractual agreement, duly entered into (via wet-ink signature, electronic signature, clickwrap, webwrap or otherwise) between the Agent and the End-User, which contains terms and condition no less protective of SI-911 than those (i) contained herein, including but not limited to protecting SI-911's intellectual property rights, limits of liability, disclaimers of consequential damages, general disclaimer of warranties; notifications required under applicable law; and waivers; and (ii) contained in Exhibit A "MANDATORY FLOW-DOWN TERMS"

"Effective Date" shall mean the calendar day SI-911 charged the initial deposit upon the credit card(s) You provided.

"Forms" means the proprietary forms developed by SI-911 used to collected Customer Data and generate Leads via the Services in conjunction with the Product.

"Intellectual Property Rights" and/or "IP-Rights" shall mean without limitation, all literary works, software, documentation, memoranda, musical works, photographs, artwork, sound recordings, audiovisual works, ideas, designs, inventions, discoveries, creations, conceptions, improvements, processes, algorithms, and so forth and derivations thereof, and related patent, trademark, service mark, copyright, suis generis database rights, mask work and trade secrets.

"Leads" shall mean Customer Data, generated by SI-911 by utilizing Customer Data and other information provided by Providers.

"Production Environment" shall mean a configuration of the Product that can operate and/or interoperate against any software applications residing on SI-911's internal or external production servers.

"Prospect(s)" means a natural person(s) or legal entity(ies) that is the subject of a Lead.

"Provider(s)" includes, but may not be limited to, the banks, lenders, financial institutions, insurers, service providers, real estate companies, dealers, agents, brokers and other entities offering products and services through the Website or otherwise partnered with SI-911 to facilitate and allow delivery of the products and services You request.

"Quote(s)" shall mean the document that sets forth the Products and Service(s) SI-911 agrees to provide to You in exchange for certain fees, which incorporates these Terms of Use by reference.

"SI-911 Content" shall mean the (i) Forms; (ii) and SI-911-supplied text, audio, video, graphics and other information and data available by means of the SaaS or on SI-911's Website under the Internet domain name shopinsurance911.com.

"SI-911 Technology" means all of SI-911's proprietary technology, including software, hardware, products, processes, algorithms, user and programming interfaces, know-how, techniques, designs and other tangible or intangible technical material or information, and all IP-Rights therein, made available to You via the Your use of the Product or otherwise.

"Term" shall mean the length of time You are permitted to access the Product.

"User(s)" shall mean a unique user ID and associated password assigned to an Agent for accessing the Products.

"Your Data" shall mean data, information or material provided or submitted by You in the course of utilizing the Product.

"Website" shall mean the contents of the collection of web pages located at the URL (www.shopinsurance911.com) and the Internet domain named shopinsurance911.com, which may be updated from time-to-time.

2. License Grant & Restrictions.

2.1 License Grant: In consideration for the payment of the fees, as reflected in the applicable Quote ("Fees"), which incorporates these Terms of Use by reference, SI-911 hereby grants to You and You accept a limited nonexclusive, non-transferable license for the SaaS Term to (i) access and use the Forms, in conjunction with the Product on a SaaS-basis during the SaaS Term via the Internet under and subject to the terms and conditions of these Terms of Use; (ii) store, print, and display the SI-911 Content and to permit employees to access such SI-911 Content only in connection with use of the SaaS. No other use of SI-911 Content is permitted.

2.2 Restrictions: You specifically agree to limit the use of the Forms, Product and/or SaaS to those specifically granted in these Terms of Use. Without limiting the foregoing, You specifically agree not to (i) attempt to reverse engineer, decompile, disassemble, or attempt to derive the source code of the Product, Forms or any portion thereof; (ii) modify, port, translate, localize or create derivative works of the Product or Forms; (iii) remove any of SI-911's, or its vendor's, copyright notices and proprietary legends (iv) use the Product or Forms (a) to infringe on the intellectual property rights of any third party or any rights of publicity or privacy, (b) to violate any law, statute, ordinance or regulation (including but not limited to the laws and regulations governing export/import control, unfair competition, anti-discrimination and/or false advertising), (c) to propagate any virus, worms, Trojan horses or other programming routine intended to damage any system or data, (d) in any application that may involve risks of death, personal injury, severe property damage or environmental damage, or in any life support applications, devices or systems, or (e) such that the total number of Users in excess of the total Users allocated to You as reflected in the applicable Quote; (v) to file copyright or patent applications that include the Product, Forms, or any portion thereof; and/or (vi) to initiate or cause to be initiated any load testing, penetration testing, vulnerability scans, URL manipulation, SQL injections system attacks, cross-site scripting attacks, session hijacking, clickjacking and/or any other malicious, detrimental or nonproductive resource consuming scans upon the SaaS or SI-911's or SI-911's vendor's computer information systems networks.

2.3 Limited License to Your Data: Subject to the terms and conditions of these Terms of Use, You hereby grant to SI-911 and/or its suppliers a limited non-exclusive non-transferable license to Your Data only to the extent necessary for SI-911 or its suppliers to perform its obligation in furtherance of these Terms of Use. You hereby authorize SI-911 to use Your Data to perform the Services pursuant to these Terms of Use. In the event that SI-911 needs to access Your Data to respond to any technical problems, queries, or requests from You, You shall ensure that both You and SI-911 are permitted to do so.

3. Operational Concerns.

3.1 SI-911's Responsibility: In exchange for prompt payment of certain Fees, including but not limited to Lead Fees as further specified in SI-911's then-current commercially available price list and so long as You are not in material breach of any section of these Terms of Use, SI-911 shall (i) make available to You the Forms, Product indicated in the applicable Quote or as indicated on the Website, on a hosted on-demand basis, subject to the exception that SI-911 reserves the right to make changes and updates to the functionality and/or documentation for the SaaS from time to time; and to suspend the services for regularly schedule maintenance periods; and (ii) supply to You with Leads via the Product or, at SI-911's sole option, from time-to-tie via other means of transmission (e.g. electronic mail, CRM databases feeds, etc..); provided, however, that SI-911 is not responsible should such other means of transmission fail to deliver to Agent such Leads.

3.2 Agent's Responsibilities: Agent is responsible for promptly initiating contact with and paying for all applicable Lead Fees for Leads supplied to Agent by SI-911. Further, Agent (i) agrees to initiate contact with each Lead within forty-eight (48) hours (excluding weekends and U.S. federal and bank holidays) of the Lead's placement in Agent's Account in order to verify the accuracy of the information and provide the Prospect with the requested insurance quotation and/or other product information; (ii) agrees to exercise all necessary due care and prudence in dealing with all Prospects, which shall include but not be limited to determining each Prospect's mental state and undertake all reasonable precautions to protect Agent's privacy and personal safety when dealing with Prospects; (iii) acknowledges and agrees that Agent is solely responsible for independently verifying all Lead and Prospect information supplied by SI-911 for accuracy prior to issuing quotations or any other information or writing any insurance policy; (iv) Agent further agrees to provide quotes only from those insurance underwriters or carriers for which Agent is authorized and/or licensed to sell insurance; (v) shall enter into an End-User Agreement with each End-User, which contains terms and condition no less protective of SI-911 than those contained herein, including but not limited to protecting SI-911's intellectual property rights, limits of liability, disclaimers of consequential damages, general disclaimer of warranties; notifications required under applicable law; and waivers and contained in Exhibit A "MANDATORY FLOW-DOWN TERMS", attached hereto; and/or (vi) IN THE EVENT AGENT OFFERS DISCOUNT HEALTH PLANS TO ANY PROSPECT, AGENT AGREES TO DISCLOSE CLEARLY TO EACH SUCH PROSPECT THAT SUCH PLANS ARE NOT INSURANCE PLANS AND TO DESCRIBE FULLY THE MATERIAL DISTINCTIONS BETWEEN DISCOUNT HEALTH PLANS AND INSURANCE PLANS

3.3 Password & Account Security: You are responsible for maintaining the security and confidentiality of all usernames, identification numbers, passwords, access keys and account information. If Agent requested that SI-911 deliver Leads to Agent via a CRM System, then Agent represents, warrants, and covenants to SI-911 that Agent has all rights to grant SI-911 the prerequisite permissions required to access and deliver the Leads to such CRM System. You shall not disclose or make available Your usernames, identification numbers, passwords, access keys and account information other than to Your authorized employees and shall use best efforts to prevent unauthorized access to, or use of, the Services. In the event that You make such passwords available to any third-party, as between SI-911, its suppliers and You, You shall be solely liable for all actions taken by such third-party and resulting consequences. You agree to notify SI-911 immediately of any unauthorized use, loss or theft of any username, password, or access key, or any other known or suspected breach of security.

3.4 Appropriate Use of the SaaS: You may not sublicense, resell, or supply the Service for use in or for the benefit of any other organization, entity, business, or enterprise without SI-911's prior written consent. You agree not to submit to the SaaS any material that is illegal, misleading, defamatory, indecent, or obscene, in poor taste, threatening, infringing of any third-party proprietary rights, invasive of personal privacy, otherwise objectionable or in violation of Section 15 "Acceptable Use of Web Services and/or the SI-911 Website" below (collectively "Objectionable Matter"). You will be responsible to ensure that User(s) do not submit any Objectionable Matter. In addition, SI-911 reserves the right to remove any data that constitutes Objectionable Matter or violates any SI-911 rules regarding appropriate use but is not obligated to do so. You and Users will comply with all applicable laws regarding Your Data, use of the Service and the SI-911 Content, including laws involving private and/or personal data and any applicable export controls. SI-911 reserves the right to terminate these Terms of Use for cause in case You materially breach the provisions of this Section.

3.5 Your Data: You hereby grant SI-911 a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, and sub-licensable license and right to use, copy, modify, and create derivative works of, and otherwise utilize Your Data, but only to (i) perform its right and obligations under these Terms of Use, which includes managing and running SI-911 Content, and (ii) generate Aggregated Anonymous Data, and freely use, copy, modify, create derivative works of, disclose and make available to third parties for their use and other exploitation and otherwise exploit Aggregated Anonymous Data for any purposes (such as improving, testing, promoting and marketing products and services). Further, You represent and warrant that You have and retain all rights, title, and interest (including, without limitation, sole ownership of) in and to all private and/or personal data provided to SI-911 by You or Your end-users. You further represent and warrant that neither Your Data nor the use thereof by SI-911 will infringe, misappropriate, or violate any rights of or agreements with a third party or any laws or regulations. If You receive any notice or claim that any of Your Data, or activities hereunder with respect to Your Data, may infringe or violate rights of a third party or any laws or regulations (a "Claim"), SI-911 may, but is not required to, suspend, or terminate SI-911's Product or SaaS or Your access to SI-911's Product or SaaS or the right to provide SI-911's Product or SaaS. You will indemnify and hold SI-911 harmless from all liability, damages, settlements, attorneys' fees and other costs and expenses in connection with any such Claim.

3.6 Collected Data; Anonymized Data, & Analytics: You understand that the SaaS and/or the Services collects certain data, including but not limited to data that You upload and analytics around Your usage of the SaaS and/or Services ("Collected Data"). With respect to any such Collected Data provided by You to SI-911, solicited or unsolicited, directly or indirectly, so long as the Collected Data is used in an anonymous manner, without revealing the actual information contained therein ("Anonymized Data"), SI-911 shall not be restricted and has the express right to derive, create, alter add-to or modify the SaaS and/or the Services by using the information and know-how gained from such Anonymized Data, for commercial and/or academic endeavors. Nothing stated herein is intended to, nor shall restrict SI-911's right to use, profit, distribute, disclose, publish, or otherwise exploit any such modifications, alterations, or any other changes to the SaaS and/or Services as a result of SI-911's use of such Anonymized Data. It is specifically acknowledged and agreed between the Parties, hereto, that no compensation, whatsoever, is or shall be due to You for the Collected Data, Anonymized Date, or use thereof.

3.7 Feedback: You may from time to time provide suggestions, comments or other feedback regarding the SaaS and/or Services ("Feedback") and You shall have no obligation to provide such Feedback. With respect to any Feedback provided to SI-911 by You, solicited or unsolicited, nothing in the Agreement or in the dealings of You and SI-911 arising out of or related to the Agreement will restrict SI-911's right to use, profit, distribute, disclose, publish, or otherwise exploit any Feedback. It is specifically acknowledged and agreed between the Parties that no compensation, whatsoever, is or shall be due to You for any Feedback or use thereof.

3.8 Termination or Suspension of Services: SI-911 reserves the right to suspend or terminate, immediately without notification, any of Your or an individual User's access to the SaaS (i) when, in SI-911's reasonable opinion, such use or access is or has the potential of disrupting or causing harm to SI-911's or any third-party's computers, networks, systems or infrastructure; (ii) that, in SI-911's reasonable opinion, is in violation of Section 15 "Acceptable Use of Web Services & SI-911 Website"; (iii) when such use or access is in violation of state, federal and/or international laws/policies including but not limited to the CAN-SPAM Act of 2003 and the Telephone Consumer Protection Act 47 U.S.C § 227; (iv) when such use or access is in violation of state, federal and/or international laws/policies regarding data protection including, without limitation, the HIPAA Security and Privacy Rule (45 CFR Parts 160, 162 & 164); (v) when, in SI-911's reasonable opinion, such use or access adversely effects SI-911's or its suppliers' equipment, security network infrastructure, or service(s) to others; (vi) when a court or other governmental authority having jurisdiction issues an order prohibiting SI-911 from furnishing the Services to You; (vii) when You fail to pay undisputed charges for the Services after being given notice; provided Fees will continue to accrue for Your Data notwithstanding any suspension and You will remain liable for all Fees; and/or (viii) that violates Section 2 "License Grant & Restrictions" or Section 3.3 "Appropriate Use of the SaaS".

4. Prices & Payment.

4.1 Prices & Payment: All invoices shall be due and payable in US Dollars within fifteen (15) calendar days after invoice date. SI-911 may impose late charges on overdue payments at a rate equal to the lesser of one and one-half percent (1.5%) per month or the highest rate legally permitted by law, calculated from the date payment was due until the date payment is made and all expenses incurred in collection, including reasonable attorneys' fees. In addition to other applicable remedies, if Your account becomes delinquent (falls into arrears), SI-911 reserves the right to suspend and/or terminate the Services, Your access to the SaaS, and/or terminate these Terms of Use upon five (5) calendar days email notice. Upon default by You, SI-911 shall have other rights and remedies as may be provided by law. If access to the SaaS is withheld in accordance with the foregoing, in order to reinstate such SaaS You shall be responsible for paying all Fees from the date that such Fees were delinquent through to the then-current date and any outstanding amounts accrued hereunder. Except in the event of Termination for Material Breach under Section 9.3 "Termination for Material Breach", You acknowledge and agree that all Fees are non-refundable.

4.2 Taxes: All Fees are exclusive of sales, use, value-added or other excise tax, however designated or levied, and therefore, are subject to an increase in an amount equal to any tax SI-911 may be required to collect or pay, excluding taxes on SI-911's income. You shall be liable for payment of all local state and federal sales, use, excise, personal property or other similar taxes or duties that are levied upon and related to the performance of obligations or exercise of rights under these Terms of Use. SI-911 may be required to collect and remit taxes from You unless You provide SI-911 with a valid tax exemption certificate. SI-911 will invoice You for all such taxes based on SaaS provided hereunder. In no event will either party be responsible for any taxes levied against the other party's net income.

4.3 Credit Card Information: Agent agrees to notify SI-911 promptly via the Product or electronic mail and no later than forty-eight (48) hours following any (i) change in the expiration date or status of any of Agent's credit cards on file with SI-911; (ii) any change in Agent's contact information, including address, telephone number and e-mail address; and/or (iii) any apparent breach of security, such as loss, theft or unauthorized disclosure or use of Age, of credit card expiration date, CVV or other relevant information.

5. Intellectual Property & Protections.

SI-911 shall have sole and exclusive ownership of all right, title, and interest in and to the SI-911 Content, Forms, Services, Product, Website, documentation and all copies thereof including all derivations, modifications, and enhancements thereto (including but not limited to ownership of all intellectual property rights). These Terms of Use do not provide You with title or ownership of the SI-911 Content, Forms, Services, Product and Website, documentation but only a right of limited use. All Your Data submitted by You to SI-911, whether posted by You or by Users, will remain the sole property of You or such Users to the full extent provided by law.

6. Representations & Warranties.

6.1 SI-911's Representations & Warranties: In exchange for prompt payment of Fees for Leads, Products and/or Services, as set forth in the applicable Quote or as set forth upon the Website, and so long as You are not in material breach of any section of these Terms of Use, SI-911 shall undertake commercially reasonable efforts to make available to You the Product indicated in the applicable Quote on an on-demand SaaS basis. SI-911 hereby represents, warrants and covenants that (i) the Product and the SaaS will perform in all substantial and material respects to the functionality as described in applicable online product specifications available via SI-911's Website; (ii) SI-911 will use commercially reasonable security measures, in accordance with then-current industry standards, to protect Your Data against unauthorized disclosure or use; and (iii) the Product shall be available for Your use on a SaaS-basis during the SaaS Term of these Terms of Use in accordance as set forth in the applicable Quote.

6.2 Agent's Representations & Warranties: Agent represents, warrants and covenants that Agent, on behalf of itself and shall ensure that all Users, (i) shall, when dealing with Prospects or in furtherance of Leads provided hereunder, act at all times in a professional and workmanlike manner, consistent with then-current industry standards and best practices, including but not limited to all applicable ethical practices; (ii) shall strictly adhere, at all times, when dealing with Customer Data, Prospects and/or Leads to SI-911's privacy policy, a copy of which may be reviewed at https://www.shopinsurance911.com/privacy; (iii) shall not represent to any Prospect and/or Lead that such Agent is an employee of, or that Agent is otherwise authorized to represent, SI-911; (iv) has and will have all licenses, certifications and other governmental and non-governmental authorizations (collectively, the "Licenses") required for the conduct of Agent's business as an insurance agent who offers and sells insurance products to consumers, and all such Licenses are and will remain valid and in good standing; (v) has not been disciplined or threatened with discipline by any governmental authority or professional association for any violation or alleged violation of any law, regulation, rule or ethical standard applicable to Agent, any License held by Agent or Agent's business, and no disciplinary proceeding involving Agent is pending or threatened; (vi) has not been disciplined or threatened with discipline by any governmental authority or professional association for any violation or alleged violation of any law, regulation, rule or ethical standard applicable to Agent, any License held by Agent or Agent's business, and no disciplinary proceeding involving Agent is pending or threatened; (vii) has

6.4 Warranty Exclusions & Exclusive Remedy: The warranties stated herein shall not include nor extend to (i) any improper use, operation or neglect of the Product, SaaS and/or Services; (ii) the unauthorized modification of the Product, SaaS and/or Services or the merger of the Product (in whole or part) or SaaS with any other software or equipment by You not previously approved by SI-911; (iii) any material breach by You of Your obligations under these Terms of Use; and/or (iv) use of the Product or Services for any purpose not set out on the Website, in the documentation, Section 2 "License Grant & Restrictions", 3.2 "Agent's Responsibilities", 3.3 "Password & Account Security", 3.4 "Appropriate Use of the SaaS", 6.3. "Agent's Representations & Warranties", 14 "Adherence with Laws & Consent to Public Information Request / Credit Reports", and/or 15. "Acceptable Use of Web Services & SI-911 Website".

7. Limitation of Liability; & Exclusion of Consequential Damages.

7.1 NO FURTHER WARRANTIES: THE PRODUCT, FORMS, SAAS, AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SI-911 SHALL HAVE NO LIABILITY FOR THE PRODUCT, SAAS, OR ANY SERVICES PROVIDED IN FURTHERANCE OF THESE TERMS OF USE; SI-911 MAKES AND YOU RECEIVE NO FURTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THESE TERMS OF USE OR ANY OTHER COMMUNICATION; AND SI-911 SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SI-911 DOES NOT WARRANT THAT USE OF THE SYSTEM WILL BE ERROR-FREE OR UNINTERRUPTED. SI-911 IS NOT RESPONSIBLE FOR SOFTWARE INSTALLED OR USED BY YOU OR USERS OR FOR THE OPERATION OR PERFORMANCE OF THE INTERNET. THE SERVICES MAY INCLUDE URLS, LINKS OR OTHER FUNCTIONALITY THAT ALLOWS YOU AND/OR USER(S) TO ACCESS THIRD-PARTY SERVICES ("THIRD PARTY SERVICES") AND/OR THIRD-PARTY SOFTWARE, CONTENT, AND MATERIALS ("THIRD PARTY MATERIALS"). SI-911 DOES NOT SUPPLY AND IS NOT RESPONSIBLE FOR ANY THIRD-PARTY SERVICES OR THIRD-PARTY MATERIALS, WHICH MAY BE SUBJECT TO THEIR OWN LICENSES, END-USER TERMS OF USES, PRIVACY, AND SECURITY POLICIES, AND/OR TERMS OF USE. SI-911 MAKES NO WARRANTY AS TO THIRD PARTY SERVICES OR THIRD-PARTY MATERIALS.

7.2 EXCLUSION OF CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL SI-911 BE LIABLE TO YOU, YOUR USERS OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE AND/OR INCIDENTAL DAMAGES, WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.

7.3 LIMITATION OF LIABILITY: SI-911 SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE UNLESS SUCH LOSS OR DAMAGE IS DUE TO SI-911's GROSS NEGLIGENCE AND/OR WILLFUL MISCONDUCT. IF SI-911 IS FOUND LIABLE, THE AMOUNT OF SI-911's MAXIMUM LIABILITY FOR ANY AND ALL LOSSES AND/OR DAMAGES, IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (I) THE TOTAL AMOUNT OF ALL FEES ACTUALLY PAID TO SI-911 FOR THE RELEVANT PRODUCT WITHIN THE PRIOR ONE (1) MONTH FROM WHICH SUCH CLAIM ARISES; OR (II) FIVE HUNDRED ($ 500.00 USD) US DOLLARS. IF THE DATA TRANSMITTED IS INSURED BY YOU, THEN YOU SHALL CAUSE ITS INSURERS OF SUCH DATA TO WAIVE ANY RIGHT OF SUBROGATION AGAINST SI-911.

7.4 ESSENTIAL PURPOSE: THE LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES STATED HEREIN SHALL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. BOTH PARTIES HEREUNDER SPECIFICALLY ACKNOWLEDGE THAT THESE LIMITATIONS OF LIABILITY ARE REFLECTED IN THE PRICING.

8. Indemnification.

8.1 Indemnification: Agents will defend, indemnify, and hold SI-911 and its officers, directors, employees and agents harmless from and against all Losses arising out of or in connection with a claim, suit, action, or proceeding by a third party (i) alleging that Your Data or other data or information supplied by You infringes the intellectual property rights or other rights of a third party or has caused harm to a third party; or (ii) arising out of any breach of any obligations of Agent set forth under this ToU, including but not limited to Section 2 "License Grant & Restrictions", 3.2 "Agent's Responsibilities", 3.3 "Password & Account Security", 3.4 "Appropriate Use of the SaaS", 4.3 "Credit Card Information", 6.3 "Agent's Representations & Warranties", 14 "Adherence with Laws & Consent to Public Information Request / Credit Reports", and/or 15 "Acceptable Use of Web Services & SI-911 Website".

8.2. Indemnification Procedure: In case of any claim that is subject to indemnification under these Terms of Use, the party that is indemnified ("Indemnitee") will provide the indemnifying party ("Indemnitor") reasonably prompt notice of the relevant claim. Indemnitor will defend and/or settle, at its own expense, any demand, action, or suit on any claim subject to indemnification under these Terms of Use. Each party will cooperate in good faith with the other to facilitate the defense of any such claim and will tender the defense and settlement of any action or proceeding covered by these Section to the Indemnitor upon request. Claims may be settled without the consent of the Indemnitee, unless the settlement includes an admission of wrongdoing, fault, or liability.

9. Termination.

9.1 Term: These Terms of Use shall commence upon the Effective Date and continue until the end of the SaaS Term(s), as defined in the applicable Quote(s), which incorporates these Terms of Use by reference; thereafter, these Terms of Use shall continue until (i) these Terms of Use and all Quotes are terminated under Sections 9.2 "Termination for Convenience", or Section 9.3 "Termination for Material Breach", or (ii) either party terminates all then-current Quote(s) hereunder by providing the other party notice of such party's intent to not renew such Quote ("Term"), such notice must be provided, in writing, no less than thirty (30) calendar days prior to the end of the then-current applicable SaaS Term(s) Quote. In no event shall these Terms of Use be considered terminated until such time that all Quotes hereunder have been terminated. If not terminated in accordance with this Section 9 "Termination", each Quote hereunder shall automatically renew on a SaaS Term-to-SaaS Term basis.

9.2 Termination for Convenience: Unless otherwise stated in the applicable Quote, either party may terminate any applicable Quote for convenience after the conclusion of the initial SaaS Term, as defined therein, by providing not less than ninety (90) calendar days prior written notice. If the applicable Quote provides for ongoing payments during the SaaS Term, and You terminate prior to the end of the SaaS Term under this Section 9.2 "Termination for Convenience", You agree to pay the full amount that would have become due during the Term. Such payment shall be due in full upon termination.

9.3 Termination for Material Breach: This Terms of Use or any individual Quote hereunder and related licenses may be terminated by either party upon thirty (30) calendar days prior written notice for a material breach by the other party, unless such other party cures the breach within the thirty (30) calendar days' notification period. You agree to certifying upon any termination that You shall no longer access the Product on a SaaS basis. Termination of these Terms of Use do not relieve You of any outstanding payments due or any liability arising prior to termination.

10. Post-Termination Procedures.

In the event that any Quote hereto is terminated for any reason, You agree and acknowledge that SI-911 has no obligation to retain and may delete Your Data that remains in SI-911's possession or control more than thirty (30) calendar days after any termination of individual Quote(s). You shall pay SI-911's applicable charges on a time and materials basis at SI-911's then-current rates for any further post-termination support beyond that stated in this Section 10, "Post-Termination Services".

11. Confidentiality.

11.1 Confidential Information: "Confidential Information" means any proprietary, confidential and/or trade secret information of the disclosing party ("Discloser") and/or others possessed by the Discloser relating to, among other things, the Discloser's products, technology, specifications, manufacturing methods, know-how, business or marketing plans, or business relationships. Confidential Information may be disclosed either in documentary form (including without limitation traditional tangible media such as written documents, photographs and drawings, and intangible media such as diskettes and other magnetic or electronic data), or orally or visually or in other non-documentary form (including without limitation presentations, displays or inspections of writings, designs, drawings, photographs, models, prototypes, samples, or facilities).

11.2 Confidential Disclosure: Confidential Information disclosed in documentary form shall be stamped as "Confidential", "Proprietary", or in some other manner clearly indicating that it is confidential or proprietary. The Discloser must confirm by written notice to the receiving party ("Receiver") within thirty (30) calendar days of disclosure that Confidential Information disclosed orally, visually or in any other non-documentary form is "Confidential". Notwithstanding the foregoing, the following shall be considered Confidential if disclosed orally or in writing by either party during discussions concerning the business relationship: (i) all inventions, discoveries, know-how, techniques, devices, ideas, research, software implementation methods, practices, processes, systems, formulae, designs, products, projects, computer programs, improvements and developments which have not been generally available to the public; (ii) all client or Your lists, trade secrets, or other information pertaining to the financial condition, business affairs or prospects of the parties including, without limitation, information relative to You, suppliers or other parties with which a party has a business relationship, samples, sketches, bulletins, correspondence, company forms and records (including financial statements and product specification sheets), information concerning sources of supply, costs of manufacture and sale and applications of equipment, whether or not published or unpublished, confidential or protected or susceptible to protection by patent, trademark, copyright or any other form of legal protection and whether or not any attempt has been made to secure such protection; (iii) any of the foregoing information developed by or proprietary to clients of either Party; and/or (iv) all information that a reasonable prudent person would recognize as confidential when provided to Recipient (collectively referred to as "Confidential Information").

11.3 Exclusions: Confidential Information shall not include information that: (a) was in the public domain when disclosed; (b) becomes part of the public domain after disclosure, other than as a result of the Receiver's violation of these Terms of Use; (c) was in the Receiver's possession when disclosed and was not acquired directly or indirectly from the Discloser; (d) is shown by written evidence to have been developed by the Receiver independently after disclosure without benefit of the Confidential Information; or (e) was received after disclosure from a third party who did not require it to be held in confidence and who did not acquire it directly or indirectly from the Discloser.

11.4 Disclosures & Care: The Receiver: (i) will not disclose Confidential Information, except to its employees or to potential suppliers or subcontractors which are bound by a written confidentiality agreement, and will otherwise comply with Receiver's obligations under these Terms of Use; (ii) will not use Confidential Information except for the purposes contemplated by these Terms of Use; (iii) will use at least the same degree of care to safeguard Confidential Information that it uses to protect its own confidential and proprietary information, and in any event not less than a reasonable degree of care under the circumstances; and (iv) will make copies of Confidential Information only as needed for such purpose, all of which shall include any existing markings indicating that they are Confidential Information of the Discloser, or shall have markings supplied by the Receiver.

12. Subpoena.

SI-911 is authorized to comply with any subpoena or similar order related to the data in its possession, provided that SI-911 notifies You promptly upon receipt thereof, unless such notice is prohibited by law. You shall pay SI-911's applicable charges on a time and materials basis at SI-911's then-current rates for such compliance. SI-911 will cooperate with Your efforts to quash or limit any subpoena, at Your expense.

13. Privacy.

SI-911 agrees to implement its privacy policies in effect from time to time. SI-911's privacy policies can be accessed on SI-911's Website at https://www.shopinsurance911.com/privacy SI-911 reserves the right to modify its privacy and security policies from time to time in its business judgment and as it deems required for compliance with applicable law.

14. Adherence with Laws & Consent to Public Information Request / Credit Reports.

Agent agrees to comply with all federal, state, local and industry laws, rules, regulations and requirements applicable to Agent or Agent's business, including, without limitation, (i) as may be applicable to the use, unauthorized access, confidentiality and security of Leads, and procedures relating to the foregoing; (ii) all laws concerning the international transfer of Leads; (iii) all applicable laws concerning e-mail marketing and telemarketing activities, including but not limited to the CAN-SPAM Act of 2003 and the Telephone Consumer Protection Act 47 U.S.C § 227; (iv) all applicable consumer information laws and truth and fair business practices, (v) all laws regarding the offer and sale of insurance products, including obtaining and maintaining any and all licenses required to offer and sell the insurance products quoted by Agent.

IN ACCORDANCE WITH THE FAIR CREDIT REPORTING ACT AND FOR BUSINESS PURPOSES RELATED TO THIS AGREEMENT, AGENT CONSENTS TO SI-911 OBTAINING REPORTS FROM THIRD-PARTY SOURCES OF AGENT'S CREDIT AND LICENSURE RECORDS, AND USING INFORMATION OBTAINED FROM SUCH REPORTS IN DETERMINING WHETHER TO EXTEND CREDIT TO AGENT AND/OR ENTER INTO THIS AGREEMENT. AGENT FURTHER ACKNOWLEDGES AND AGREES THAT SI-911 MAY PROVIDE AGENT'S LICENSE NUMBER OR OTHER REQUESTED INFORMATION TO SI-911'S BUSINESS PARTNERS AND AFFILIATES WHO HAVE A NEED TO KNOW SUCH INFORMATION FOR LEGITIMATE BUSINESS PURPOSES AND SO THAT ANY LEAD ACQUIRED BY AGENT FROM SI-911 HEREUNDER WILL NOT BE DUPLICATIVE WITH OTHER HITS ACQUIRED BY AGENT FROM SI-911'S BUSINESS PARTNERS AND AFFILIATES.

15. Acceptable Use of Web Services & SI-911 Website.

15.1 Illegal, harmful, or Offensive Use or Content: You may not use, or encourage, promote, facilitate, or instruct others to use any webservices offered by SI-911 or the SI-911 Website for any illegal, harmful, fraudulent, infringing, or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing, or offensive. Prohibited activities or content include, but are not limited to the following:

1. Illegal, harmful, or fraudulent activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, Our operations or reputation, including disseminating, promoting, or facilitating child pornography, offering, or disseminating fraudulent goods, services, schemes, or promotions, make-money-fast schemes, Ponzi and pyramid schemes, phishing, or pharming;
2. Infringing content. Content that infringes or misappropriates the intellectual property or proprietary rights of others;
3. Offensive content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts; and/or
4. Harmful content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.

15.2 Security Violations: You may not use any webservices offered by SI-911 or the SI-911 Website that violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a "System"). Prohibited activities include, but are not limited to the following:

1. Unauthorized Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System;
2. Interception. Monitoring of data or traffic on a System without permission; and/or
3. Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. The legitimate use of aliases and anonymous remailers is not prohibited by this provision.

15.3 Network Abuse. You may not make network connections to any users, hosts, or networks unless You have permission to communicate with them. Prohibited activities include:

1. Monitoring/Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled;
2. Denial of Service Attack. Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective;
3. Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques;
4. Open Ports/Proxies. Operating network services like open proxies, open mail relays, open ports, and/or open recursive domain name servers; and/or
5. Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.

15.4 Email or Other Message Abuse: You will not distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations, spam, including commercial advertising and informational announcements. You will not alter or obscure mail headers or assume a sender's identity without the sender's explicit permission. You will not collect replies to messages sent from another internet service provider if those messages violate this Section 15 "Acceptable Use of Web Services & SI-911 Website" or the acceptable use policy of that provider.

15.5 Personal Information or Personal Health Information: You agree *not* to upload *nor* provide to Us any Personal Information and/or Personal Health Information, as defined in the applicable Date Protection Act, (collectively "Personal Data") during Your use of the Services or *via* the SI-911 Site. Should You transfer, handle storage or process Personal Data in conjunction with the Services or *via* the SI-911 Site, You (i) shall notify Us immediately; (ii) agree and acknowledge that You are acting as such Personal Data's *Controller*, as set forth in the applicable Data Protection Acts; and (iii) agree and acknowledge that We may remove such Personal Data and suspend Your access to the Services or the SI-911 Site, at our election. "Data Protection Act" means the Health Information Portability and Accountability Act (HIPAA) (29 U.S. Code § 1181, *et seq*.), Gramm Leach Bliley Act (GLBA) (15 U.S Code § 1681), California Consumer Privacy Act (CCPA AB-375), and other applicable regulations which seek to protect the processing and storage of personal information. Further, in the event of a breach of Personal Data attributed to Your actions or inactions in furtherance of Your Use of the Services or the SI-911 Site in violation of the Data Protection Acts, You hereby covenant that You shall promptly (i) take all necessary steps to curtail such breach; (ii) undertake all necessary actions to mitigate damages; (iii) provide the necessary notification and remediation, as set forth in the applicable Data Protection Act; and (iv) aid and assist Our efforts to do the same, at Your sole cost and expense.

15.6 Monitoring and Enforcement: We reserve the right, but do not assume the obligation, to investigate any violation or misuse of any webservices offered by SI-911 or the SI-911 Website. We may:

1. Investigate violations or misuse of the Services or SI-911 Website;
2. Remove, disable access to, or modify any content or resource that violates this Section 15 "Acceptable Use of Web Services & SI-911 Website" or any other agreement We have with You for use of the Services or the SI-911 Website; and/or
3. We may report any activity that We suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Section 15 "Acceptable Use of Web Services & SI-911 Website".

15.7 Reporting: If You become aware of any violation of this Section 15, "Acceptable Use of Web Services & SI-911 Website", You will immediately notify Us and provide Us with assistance, as requested, to stop or remedy the violation. To report any violation of this Section 15, "Acceptable Use of Web Services & SI-911 Website" email Us at support@shopinsurance911.com

16. Force Majeure.

Neither party shall be liable for any failure or delay in performing any other obligation under these Terms of Use, nor for any damages suffered by the other by reason of such failure or delay, which is, indirectly or directly, caused by an event beyond such party's foreseeable control including but not limited to strikes, riots, natural catastrophes, terrorist acts, pandemic, endemic, epidemic, outbreak(s), governmental intervention, or other acts of God, or any other causes beyond such party's reasonable control ("Force Majeure Event"). The party seeking relief under this Section 16 "Force Majeure" ("Impacted Party") shall provide to the other party hereto notice within fifteen (15) calendar days of a Force Majeure Event, stating a good-faith estimate of the expected time and effect of such Force Majeure Event ("Impact"). The Impacted Party shall use commercially reasonable efforts to mitigate the Impact of such Force Majeure Events. In the event such Impact continues for more than forty (45) calendar days from receipt of such notice, then either party hereto may terminate these Terms of Use, without penalty or liability, by providing no less than thirty (30) calendar days prior written notice.

17. General Provisions.

17.1 Entire Terms of Use & Integration: These Terms of Use and the applicable Quote(s), which reference these Terms of Use, represent the entire understanding between the parties on the subject matter hereof and supersede all prior discussions, Terms of Uses and understandings of every kind and nature between the parties. Neither party shall be deemed the drafter of these Terms of Use. No modification of these Terms of Use shall be effective unless in writing and signed by both parties. All additional and conflicting terms and conditions presented with or in any communication, including but not limited to Your purchase order ("P.O."), except with respect to price, quantity and location specified in a P.O., are hereby rejected, and shall be deemed *null* and void.

17.2 Headings & Quote of Precedence: All headings used herein are for convenience of reference only and are not a part of these Terms of Use, nor shall they in any way affect the interpretation hereof. If there is any conflict between these Terms of Use and any Quote hereto, the order of precedence shall be that the Quote shall supersede and then the Terms of Use.

17.3 Relationship with Third Parties: These Terms of Use govern the relationship between SI-911 and You. No other end user or other person or entity not a party to these Terms of Use shall be considered a third-party beneficiary of these Terms of Use.

17.4 Severability & Survival: The illegality or unenforceability of any provision of these Terms of Use shall not affect the validity and enforceability of any legal and enforceable provisions hereof. Should any provision of these Terms of Use be deemed unenforceable by a court of competent jurisdiction then such clause shall be re-construed to provide the maximum protection afforded by law in accordance with the intent of the applicable provision. Any section of this Terms of Use that by its nature should survive shall survive including but not limited to the Section 5, "Intellectual Property & Protections"; 7, "Limitation of Liability & Exclusion of Consequential Damages"; 8. "Indemnification" 10, "Post-Termination Procedures"; 11, "Confidentiality"; 14, "Adherence with Laws & Consent to Public Information Request / Credit Reports" 15, "Acceptable Use of Web Services & SI-911 Website"; 16. "Force Majeure" and 17, "General Provisions".

17.5 Assignment: Neither party may assign any rights or delegate any obligations hereunder, whether by operation of law or otherwise, except in the case of a sale of either party's business whether by merger, sale of assets, sale of stock or otherwise, or except with the prior written consent of the other party, which will not be unreasonably withheld. Notwithstanding the foregoing, You may not assign these Terms of Use to a direct competitor of SI-911. Any attempted assignment or delegation outside these exceptions or without such written consent shall be voidable by the non-assigning party. These Terms of Use may also be terminated without a notice period by written communication to You if as the result of any transaction a change of control occurs, directly or indirectly, such that a competitor of SI-911 controls You or any entity which becomes a party to these Terms of Use, directly or indirectly. These Terms of Use bind the parties, their respective participating subsidiaries, affiliates, successors and permitted assigns.

17.6 Applicable Law & Disputes: These Terms of Use and all resulting claims and/or counterclaims shall be governed, construed, enforced, and performed in accordance with the laws of the State of Texas, United States of America, without reference and/or regard to its conflicts of laws principles. Any dispute arising out of or in connection or associated with these Terms of Use shall be referred to and finally resolved by arbitration in accordance with the Rules of the American Arbitration Association ("AAA") then in force; provided, however, that either party may, at its sole discretion, seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect its proprietary or confidential information. Unless otherwise mutually agreed upon in writing by the parties, the site of the Arbitration shall be in Dallas, Texas U.S.A. Each party hereto waives any claims of *forum non conveniens*.

17.7 Bankruptcy: The right and license granted under or pursuant to these Terms of Use by SI-911 to You are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to "*intellectual property*" as defined under Section 101(56) of the Bankruptcy Code. You agree that SI-911, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code.

17.8 Government End-User Notice. The Product is a "*Commercial Item*," as that term is defined at 48 C.F.R. § 2.101, consisting of "*Commercial Computer Product*" and "*Commercial Computer Product documentation*", as such terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. §§ 12.212, 227.7202-1 through 227,7202-4, the Commercial Computer Product and Commercial Computer Product documentation are being licensed to U.S. Government end-users (a) only as Commercial Items and (b) with only those rights as are granted to all other end-users pursuant to the terms and conditions herein.

17.9 Waiver: Each Party agrees that the failure of the other Party at any time to require performance by such Party of any of the provisions herein shall not operate as a waiver of the rights of such Party to request strict performance of the same or like provisions, or any other provisions hereof, at a later time.

18. Notice.

All notices under these Terms of Use shall be in English and in writing, which shall include but not be limited to electronic mail ("email"). With respect to notice to You it shall be deemed given when sent *via* electronic mail, when sent "DELIVERY RECEIPT" and "READ RECEIPT" to the email address indicated on the applicable Quote. With respect to notice to SI-911 it shall be deemed given via electronic mail, when (i) sent "DELIVERY RECEIPT" and "READ RECEIPT" to legal@shopinsurance911.com and (ii) a "READ RECEIPT" is provided to the sender. All other notice must be sent in writing, sent via reputable third-party courier or U.S. Post, with respect to You to the address indicated upon the Quote, and with respect to SI-911, as follows: