InsureSocket ™ Agreement for I-Relay

1. Contracting Parties. This Agreement is binding between Customer, , and InsureSocket LLC (“InsureSocket”).

2. Monthly Service Term & Termination. The Term of this Agreement shall begin on the day of execution of this agreement and shall continue for a period of a minimum of two months (the “Agreement Period”), subject to successive automatic renewals (each a “Renewal Period”) unless InsureSocket provides thirty (30) days prior written notice to Customer of its intent not to renew the agreement or Customer provides seven (7) days written notice to InsureSocket prior to the end of the initial agreement period or then current Renewal Period of its intent not to renew the agreement, or unless otherwise terminated in accordance with this section. In addition, the Customer shall be permitted to get out of the Agreement upon fifteen (15) days written notice. Upon any termination hereunder all rights in the System shall terminate in accordance with numbers 12, 13 and 14. In addition, the Customer shall immediately return to InsureSocket all Software and System materials in its possession, including all copies thereof, and InsureSocket shall immediately return to the Customer the Customer Data and all copies thereof in a universally accepted medium and then delete all of the Customer's confidential information from the System.

3. Technology Support. Customer shall have 90 days unlimited technical support for the I-Relay product from the date of agreement acceptance. Thereafter Customer shall have five (5) free calls per month per User ID. Should Customer exceed five (5) calls per month per User ID InsureSocket has the right to charge the client $25 per call.

4. Training. We will provide training for all specified end users, in accordance with their purchase. It is the responsibility of the Customer to train new employees as they are hired after the initial Training. In the event that Customer would like InsureSocket to train new hires, you can contact us for the then current pricing for additional training services

5. Customer Responsibilities. The Customer is responsible for determining whether the System will achieve the results the Customer desires; procuring, installing, and operating the user computers, hardware, communications lines, and operating systems required for its use of the System; providing a proper environment and proper utilities for the Customer’s computers on which the Software operates; establishing adequate operational backup provisions for those portions of the Software operating on the Customer’s computer systems, or other Customer computer system failure; adopting procedures to ensure the accuracy of input data; examining and confirming results prior to use; adopting procedures to identify and correct Customer or User errors and omissions; and providing an authorized primary and a backup point of contact who will coordinate communication and activities, make or facilitate making decisions during the implementation process, and post-implementation, is the sole and exclusive responsibility of the Customer. It is imperative that you deliver to us the items requested in the preparation document within the time required. If InsureSocket does not have copies of your desired documents and configurations you will be charged additional setup and configuration amounts to complete the work.

6. Payment.

a. Initial Implementation Payment. Customer shall pay to InsureSocket the fees as set forth in the on-line order form.

b. Monthly Payments. InsureSocket shall charge Customer’s credit card for services rendered on a monthly basis. This will include but may not be limited to the monthly user licenses. InsureSocket will charge Customer for any user id setup and active during the month. Active means the ability to login using that User ID regardless if the user has accessed the system or not during the month. Customer will receive an EMAIL copy of an invoice statement for the services provided each month. If Customer’s card fails or fails through other means to pay any fee in a timely manner, InsureSocket may, without limitation to any of its other rights and remedies, instruct InsureSocket to suspend performance of the Services, including disconnection of the System, until it receives all amounts due.

7. Grant of License. InsureSocket hereby grants, and the Customer accepts, a nonexclusive, license to use the I-Relay Software in object code form and to access the System for Customer’s internal business purposes during the term of the Agreement. The Customer may use the Software subject to which is referenced and included herein as a part of this Agreement.

8. Title. InsureSocket does not grant, nor does Customer obtain, any right or license not expressly granted in the InsureSocket™ License Agreement.

9. Authorized Use. Customer shall cause all persons obtaining access to the System through Customer’s method of access (“Users”) to, access the System solely in accordance with the terms hereof, all applicable laws, rules and regulations, and InsureSocket’s security policies, as reasonably implemented by InsureSocket from time to time. InsureSocket authorizes one individual per user identification issued to access the system. Individuals MAY NOT share user identifications to access the system at any time. Sharing of such identifications may result in immediate termination of this agreement and Customer will be responsible for the remaining balance of this agreement through the specified period of the contract.

10. Email. InsureSocket may only be used to send email which complies with US CAN-SPAM Act of 2003 and any other state or local restrictions on the use of email. InsureSocket may not be used to send content that is pornographic, offensive, illegal or that encourages illegal activities or links to such information. InsureSocket also cannot be used to publish content in violation of copyright laws. Your use of InsureSocket constitutes your agreement to comply with the US CAN-SPAM Act of 2003 any other state of local restrictions on the use of email. By signing below you agree to indemnify InsureSocket against any and all liability associated with your use of InsureSocket to email or otherwise communicate with your customers or any other entity or individual in the general public.

11. Confidentiality. Both parties may have access to information that is confidential to one another ("Confidential Information"). Confidential Information means nonpublic information that the disclosing party designates as being confidential or which under the circumstances surrounding disclosure should be treated as confidential. Confidential Information includes, without limitation: information relating to the disclosing party's software or hardware products which may include source code, API data files, documentation, specifications, databases, networks, system design, file layouts, tool combinations and development methods as well as information relating to the disclosing party's business or financial affairs, which may include business methods, marketing strategies, pricing, competitor information, product development strategies and methods, customer lists and financial results. Confidential Information also includes information received from others that the disclosing party is obligated to treat as confidential and oral information that is identified by the disclosing party as confidential. Confidential Information disclosed by a subsidiary of the disclosing party and/or its agents is covered by this Agreement. Confidential Information includes all tangible materials which contain Confidential Information whether written or printed documents, computer disks or tapes whether user or machine-readable.

a. Confidential Information shall not include any information that: (1) is already known to the receiving party or its affiliates, free of any obligation to keep it confidential; (2) is or becomes publicly known through no wrongful act of the receiving party or its affiliates; (3) is received by the receiving party from a third party without any restriction on confidentiality; (4) is approved for release by prior written authorization of the disclosing party. InsureSocket reserves the right to use customer database information for summary and statistical reporting provided that the links to the customer and/or specific individual identification is excluded from such reports or summaries. The parties agree to maintain the confidentiality of the Confidential Information and to protect as a trade secret any portion of the other party's Confidential Information by preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. Without limiting the generality of the foregoing, neither party shall permit any of its personnel to remove any proprietary or other legend or restrictive notice contained or included in any material provided by the disclosing party and the receiving party shall not permit its personnel to reproduce or copy any such material except as expressly authorized hereunder. The other party may only use one party’s Confidential Information in order to fulfill its obligations under this Agreement.

b. Both parties acknowledge that any use or disclosure of the other party's Confidential Information in a manner inconsistent with the provisions of the services agreement may cause the non-disclosing party irreparable damage for which remedies other than injunctive relief may be inadequate, and both parties agree that the non-disclosing party may request injunctive or other equitable relief seeking to restrain such use or disclosure. The parties agree that the disclosure of Confidential Information may cause irreparable harm to the party whose information is disclosed.

c. The terms and provisions of this Section shall survive any termination of the services agreement for any reason.

d. Customer’s data is their data. InsureSocket nor any of its affiliates has or can declare ownership. Customer may ask for data backups twice annually without charge or upon termination of this agreement. To receive a backup copy of the data Customer must be paid up in full as the then current invoice period. Should customer require backup copies more than twice annually a fee of $500 per back up will be charged.

14. Intellectual Property Rights. In the course of the agreement, InsureSocket may use enhancements, discoveries, processes, methods, designs, software code and know-how, whether or not copyrightable or patentable, which InsureSocket conceived during the course of other engagements. In addition, InsureSocket may independently develop enhancements, processes, methods, designs or know-how during the term of this consulting engagement. The parties mutually acknowledge that InsureSocket shall own all right, title and interest in and to such enhancements, processes, methods, designs, and know-how including without limitation the intellectual property rights relating thereto, and may use such enhancements, processes, methods, designs and know-how in their business operations with other customers, without limitation. InsureSocket shall own all intellectual property developed or created during this engagement, including but not limited to all codes developed for the Customer.

15. General Warranty Disclaimer. Except as expressly set forth in this Agreement, InsureSocket makes and the Customer receives no warranties, express, implied, or statutory, EXCEPT AS EXPRESSLY SET FORTH HEREIN. THE SYSTEM AND ALL SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Customer acknowledges that data transmission and storage is subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media, that may give rise to loss or damage. In addition, Customer agrees that InsureSocket does not represent that the System or any Services will be uninterrupted, without omissions, or error free.

16. Limitation of Liability. InsureSocket or any of its employees, agents, successors, assigns, affiliates, or consultants or service providers, shall be liable to the Customer or any third party for any indirect, incidental, special or consequential damages arising out of use of the System, the performance of the Services, or inability to gain access to or use the System, or out of any breach of any warranty. The limitation of liability shall include, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of this services agreement or the performance or failure to perform support or Services, even if InsureSocket or Customer has been advised of the possibility of such damages The cumulative liability of InsureSocket to the Customer for any claims relating to the System or the Services, whether arising in contract, tort, or otherwise, shall not in any event exceed the amount of monthly services fees paid hereunder in the twenty four (24) month period preceding the event giving rise to the claim. The foregoing allocation of risk and limitation of liability has been negotiated and agreed by the parties and forms the basis of their willingness to enter into this transaction.

17. Independent Contractor. InsureSocket and Customer are independent contractors. Neither InsureSocket nor Customer are, or shall be deemed for any purpose to be, employees or agents of the other and neither party shall have the power or authority to bind the other party to any contract or obligation.

18. Governing Law. The services agreement shall be governed by and construed in accordance with the laws of the State of Utah. Customer and InsureSocket consent to the jurisdiction of the state courts of the defendant’s state should arbitration or litigation be required.

19. Entire Agreement and Modifications. Each party acknowledges that it has read this Agreement and agrees that this Agreement is the complete and exclusive statement of the parties and supersedes and merges all prior proposals understandings and agreements, oral or written, between the parties relating to the subject matter hereof, including without limitation, the terms of any customer request for proposal or the standard printed terms on any Customer purchase order. No modification, amendment, supplement to or waiver of this Agreement shall be binding upon the parties hereto unless made in writing and duly signed by both parties.

20. Severability. In the event any one or more of the provisions of this Agreement is held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired.

21. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns; No party shall assign this Agreement or any of its rights and obligations hereunder without the prior written consent of the other parties; provided, however, that InsureSocket may allocate or assign their rights or obligations hereunder to each other, and that either party may assign this Agreement and all of its rights and obligations hereunder to a purchaser of all or substantially all of the assets of such party who expressly assumes all of such party's obligations under this Agreement in connection with such assignment.

22. Survival. The obligations of confidentiality imposed herein shall survive termination of this Agreement for a period of four (4) years. Any other provisions of this Agreement that by their nature extend beyond the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement and shall remain in effect until all such obligations are satisfied.

23. Arbitration. Except for collection actions for payment of fees and for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any controversy or claim arising out of or relating to this services agreement or to its breach shall be settled by arbitration by a single arbitrator in accordance with American Arbitration Rules, pursuant to an arbitration held in the defendant’s state, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The prevailing party shall be entitled to receive from the other party its attorney’s fees and costs incurred in connection with any action, proceeding or arbitration hereunder.

24. Force Majeure. InsureSocket shall not be responsible for failure to perform in a timely manner under this services agreement when its failure results from any of the following causes: Acts of God or public enemies, civil war, insurrection or riot, fire, flood, explosion, earthquake or serious accident, strike, labor trouble or work interruption or any cause beyond its reasonable control.

InsureSocket™ End User License Agreement for I-Relay

IMPORTANT -- READ CAREFULLY: This InsureSocket™ End User License Agreement ("Agreement") for I-Relay is a legal agreement between you (either an individual or an entity) ("Licensee") and InsureSocket LLC ("InsureSocket") for the accompanying software product, which includes access to computer software ("Licensed Software), and the associated media, printed materials and Documentation, whether provided in physical form or received on-line in electronic form.

INSURESOCKET IS WILLING TO PROVIDE YOU WITH AN END USER LICENSE FOR USE OF THE SOFTWARE, PROVIDED YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT. BY SIGNING THE INSURESOCKET™ ACCESS AGREEMENT, BY ACCESSING THE SOFTWARE, OR BY USING THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS THE SOFTWARE AND ALONG WITH PROOF OF PAYMENT, REQUEST FROM THE AUTHORIZED DEALER, FROM WHOM YOU OBTAINED ACCESS, A FULL REFUND OF THE PRICE YOU PAID FOR THE END USER LICENSE.

1. Definitions.

"Authorized User(s)": Any employee, authorized agent or subcontractor of Licensee who uses the Licensed Software solely in connection with the business activities of the Licensee.

"Client License": A license to access InsureSocket™ by Licensee for the exclusive use of Licensee's Authorized Users.

"Documentation": The InsureSocket created and supplied (i) user and system administrator guides and manuals and (ii) on line help for use by Authorized Users in connection with the Licensed Software.

"Licensed Software": The Product listed on the distributor's invoice for the Licensed Software, and any other computer programs both created and commercially licensed by InsureSocket (including any Updates and Upgrades thereto).

“Named User License”: A license permitting one individual to log on to the InsureSocket™ site and access the Software.

“Updates”: Periodically released versions of the Licensed Software and Documentation which include updates, modifications, and corrections to the Licensed Software and Documentation.

“Upgrades” Periodically released versions of the Licensed Software and Documentation which include significant function and feature enhancements to the Licensed Software and Documentation.

2. License Grant and Term.

(a) Except as otherwise provided in this Agreement, InsureSocket grants to Licensee a non-exclusive and non-transferable user based license to the Licensed Software in the type and of the quantity as designated in the certified solution provider support agreement so long as licensee maintains a fully paid up support agreement with InsureSocket or a InsureSocket Certified Solution Provider to: (i) use the Licensed Software in support of the business activities of Licensee; and (ii) use the Documentation in conjunction with the use of the Licensed Software. This license shall be a license to use the browser based graphical user interface and relating data and technology, excluding any source code.

(b) Licensee shall not permit any individual, subsidiaries or affiliated entities to use the Licensed Software unless such entities or individuals agree in writing to be bound by the terms and conditions of this Agreement, and the necessary fees have been paid.

(c) The term of the non-exclusive and non-transferable user based license shall be 30 days or so long as the licensee maintains a fully paid support agreement with InsureSocket or with a InsureSocket Certified Solution Provider.

3. Permitted Use.

User shall access the System solely in accordance with the terms hereof, all applicable laws, rules and regulations, and both InsureSocket’ and Reseller’s security policies, as reasonably implemented by InsureSocket from time to time. User shall not post or transmit unlawful, libelous, pornographic, obscene, sexually erotic or similar objectionable information of any kind, including without limitation transmissions that would violate any local, state, national or foreign law; post any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other commercial communication not expressly permitted by InsureSocket (which permission in the case of advertisements and other commercial communications shall not be unreasonably delayed, conditioned or withheld; further, parties may agree on certain types of commercial communications that do not require express prior permission by InsureSocket); or knowingly post or transmit any information or software which contains a virus, trojan horse, worm or other harmful component. InsureSocket reserves the right, but has no obligation, to monitor the System to ensure compliance with this section by any of its customers. InsureSocket may disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the System properly, or to protect itself and its customers. InsureSocket reserves the right, but shall not be obligated, to refuse to post or to remove any information or materials that, in its reasonable business discretion, are unacceptable, undesirable, or inappropriate. InsureSocket authorizes one individual per user identification issued to access the system. Individuals MAY NOT share user identifications to access the system at any time. Sharing of such identifications may result in immediate termination of this agreement.

4. Installation and Additional Services.

(a) Licensee is responsible for payment for the Licensed Software, including any additional licenses Licensee may procure in the future.

(d) Licensee is responsible for the purchase or licensing of all additional equipment and software necessary to properly operate the Licensed Software as detailed in the then-current Documentation. Future versions of the Licensed Software and new InsureSocket products may require additional equipment and/or software, as well as updated versions of the additional equipment and software. Purchase or licensing of these items, if required, is solely the responsibility of Licensee.

(e) The number of licenses purchased by Licensee represents a specific number of licenses for use and access of the InsureSocket™ product.

5. Updates, Upgrades and Supplements.

(a) Licensee is entitled to receive, without additional charge, all commercially released Updates and Upgrades, at the time of the release of the Update or Upgrade.

(b) Use of any Update or Upgrade with or in place of the Licensed Software is subject to the terms of this Agreement.

(c) From time to time, InsureSocket may make available computer programs, modules, or new fucntionality which are compatible with and supplement the Licensed Software, but which (i) contain material new features not included in Updates and Upgrades, (ii) may be priced and offered separately as optional additions to the Licensed Software and (iii) are not made generally available to Licensee's similarly situated customers without separate charges ("Supplements"). InsureSocket shall determine, at its sole discretion, what constitutes a Supplement.

(d) UPDATES, UPGRADES AND SUPPLEMENTS MAY INCLUDE LICENSE AND MAINTENANCE TERMS ADDITIONAL TO THOSE OF THIS AGREEMENT.

6. Ownership; Copies.

(a) All right, title and interest in and to the Licensed Software and Documentation, and all copyrights, patents, trademarks, service marks or other intellectual property or proprietary rights relating thereto, belong exclusively to InsureSocket. Licensee acknowledges that, except as specifically provided under this Agreement no such right, title or interest in these items is granted.

(b) Except as provided elsewhere in this Agreement, Licensee is prohibited from distributing, transferring possession of, or otherwise making available the Licensed Software or Documentation to any person other than Authorized Users under the terms of this Agreement.

(c) If Licensee creates interfaces to the Licensed Software which increases the number of users beyond the number paid for by Licensee, Licensee must purchase additional licenses from InsureSocket or its distributors at then-current pricing levels.

(d) Licensee shall be allowed to make copies of the Documentation for each Authorized User.

7. Warranties.

(a) InsureSocket warrants that it has the right to enter this Agreement and to grant the rights and licenses herein.

(b) InsureSocket warrants that the Licensed Software will perform substantially in accordance with the specifications set forth in the then current Documentation This warranty does not cover, however, any copy of the Licensed Software used in any way inconsistent with its intended use.

(c) InsureSocket does not warrant that the functions contained in the Licensed Software will meet the requirements of Licensee or Authorized Users or that the operation of the Licensed Software will be uninterrupted or error-free. InsureSocket is not responsible for problems caused by changes in, or modifications to, the operating characteristics of any computer hardware or operating system for which the Licensed Software is licensed, nor is InsureSocket responsible for problems which result from the use of the Licensed Software in conjunction with software of third parties or with hardware which is incompatible with the operating system for which the Licensed Software is being procured.

(d) Only an authorized officer of InsureSocket may grant additional warranties which may be binding on InsureSocket. Such additional warranties must be in writing.

8. WARRANTY DISCLAIMER.

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INSURESOCKET, ON BEHALF OF ITSELF AND ITS SUPPLIERS, EXPRESSLY DISCLAIMS ALL WARRANTYS OTHER THAN THOSE LISTED IN SECTION 6 OF THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTYS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Remedies.

(a) The entire liability of InsureSocket and its suppliers, and Licensee's sole and exclusive remedy for the breach of the warranty obligations in the Section entitled "Warranties" shall be the following: InsureSocket or its representatives shall, at their option, use commercially reasonable efforts to provide maintenance modifications or fixes with respect to any error in the Licensed Software or refund to Licensee the amount it paid for the current month in license fees for the Licensed Software which gave rise to such claim. InsureSocket, however, shall not be obligated to correct, cure or otherwise remedy any error or defect in the Licensed Software resulting from any (i) modification of the Licensed Software made by Licensee or Authorized Users; (ii) misuse or damage of the Licensed Software by Licensee or Authorized Users; (iii) failure of Licensee to notify InsureSocket of the existence and nature of such nonconformity or defect promptly upon its discovery; or (iv) use of the Licensed Software in an operating environment not compatible with the specifications in the Documentation.

(b) INSURESOCKET, ON BEHALF OF ITSELF AND ITS SUPPLIERS, DISCLAIMS ANY AND ALL LIABILITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF THIS AGREEMENT OR WITH RESPECT TO THE USE, OPERATION, TRAINING OR SUPPORT OF THE LICENSED SOFTWARE, EVEN IF INSURESOCKET OR ITS SUPPLIERS HAVE BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) Except as provided in Section 9(a) of this Agreement, Licensee agrees that any liability on the part of InsureSocket and its suppliers, arising out of this Agreement or with respect to the use, operation or support of the Licensed Software based upon any legal theory, including but not limited to breach of warranty, breach of contract, negligence, other tort claims or strict liability shall not exceed the amount paid over the previous year by Licensee in license fees for the Licensed Software which gave rise to such claim.

10. Term, Default and Termination.

(a) In the event that Licensee fails to make any payments associated with this Agreement, breaches any term contained herein , or uses the Licensed Software in a manner inconsistent with its intended purpose, InsureSocket may terminate the License Agreement without notice.

(b) Upon termination of this Agreement, regardless of the cause, the license granted under this Agreement is immediately revoked. Within ten (10) business days after the termination of this Agreement, Licensee shall return to InsureSocket or its distributor all copies of the Licensed Documentation in Licensee's possession. In the event of termination as a result of Licensee's failure to comply with any of its obligations under this Agreement, Licensee shall continue to be obligated for any payments due as of the date of termination. Termination of the Agreement shall be in addition to, and not in lieu of, any other remedies available to either party. TERMINATION SHALL NOT RELIEVE EITHER PARTY OF THEIR CONFIDENTIALITY OBLIGATIONS AS SET FORTH IN THIS AGREEMENT.

11. Infringement Indemnity.

(a) InsureSocket, at its own expense, will indemnify, defend, and hold harmless Licensee from and against any claim or award of costs and damages to the extent that it is based on a claim that the Licensed Software or Documentation used within the scope of this Agreement infringes any copyright, United States patent, or trade secret of a third party, provided that InsureSocket is promptly notified in writing of such claim. InsureSocket shall have the right to control the defense of all such claims, lawsuits, and other proceedings. In no event shall Licensee settle any such claim, lawsuit, or proceeding without InsureSocket’s prior written approval, and InsureSocket shall have no liability for any settlement or compromise made without its consent. InsureSocket shall have no liability for any claim under this section if said infringement claim is based on the use of a superseded or altered version of the Licensed Software or Documentation or in the event such claim is based upon any modification or enhancement to the Licensed Software or Documentation made by Licensee or Authorized Users.

(b) In the event a third party infringement claim is sustained in a final judgment from which no further appeal is taken or possible, or if Licensee's use of the Licensed Software is enjoined by a court, then InsureSocket shall, in its sole election and at its expense either (i) procure for Licensee the right to continue to use

the Licensed Software and Documentation pursuant to this Agreement; (ii) replace or modify the Licensed Software and Documentation to make it non-infringing, provided that such replacement or modification does not materially decrease the functionality of the Licensed Software or Documentation; or (iii) terminate this Agreement and refund to Licensee any License fees paid but unused. InsureSocket agrees to use option (iii) above only in the event that options (i) and (ii) are commercially impracticable. InsureSocket shall have no other liability or obligation to Licensee except as expressly set forth above.

(c) THIS SECTION STATES THE ENTIRE LIABILITY OF INSURESOCKET AND ITS SUPPLIERS WITH RESPECT TO ANY CLAIM OF INFRINGEMENT REGARDING THE LICENSED SOFTWARE.

12. Miscellaneous.

(a) Customer acknowledges that it has read and understands this Agreement and the on-line Schedules and further agrees that it is the complete and exclusive statement of the agreement between the parties which supersedes and merges all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties. The terms and conditions of any purchase order or other instrument issued by Licensee in connection with this Agreement which is in addition to or inconsistent with the terms and conditions of this Agreement shall not be binding on InsureSocket.

(b) Any notice or other communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of service if served personally or by facsimile transmission with confirmation, or three (3) days after mailing if mailed by registered or certified mail, postage prepaid, and addressed to the respective parties at their respective corporate headquarters.

(d) If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible.

(e) Licensee may not assign or sub-license, without the prior written consent of InsureSocket, its rights, duties, or obligations under this Agreement to any person or entity, in whole or in part, provided, however, that this Agreement may be assigned by Licensee without the consent of InsureSocket to a purchaser of all or substantially all of the assets or outstanding capital stock of Licensee, whether by merger, consolidation or otherwise, provided that (i) such assignee does not compete directly or indirectly with InsureSocket, (ii) Licensee and assignee are current in all license and maintenance fee payments due to InsureSocket distributors, and (iii) any such assignee agrees in writing to be bound by and subject to all of the terms and provisions of this Agreement.

(f) The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement.

(g) Both parties agree to comply with all export and re-export restrictions and regulations ("Export Restrictions") imposed by the government of the United States, or corresponding or similar laws of other countries where Licensee is using the Licensed Software.

(h) Nothing in this Agreement shall be construed to create an agency, joint venture, partnership, or other relationship between the parties. No agent, employee, or representative of either party has the authority to bind the other party in any manner. The parties are independent contractors with respect to each other under this Agreement.

(i) Neither party shall be responsible for failure to perform in a timely manner under this Agreement when its failure results from any of the following causes; Acts of God or public enemies, civil war, insurrection or riot, fire, flood, explosion, earthquake or serious accident, strike, labor trouble or work interruption or any cause beyond its reasonable control.

(j) On InsureSocket’s request, no more frequently than annually, Licensee shall furnish InsureSocket with a signed certification (i) verifying that the Licensed Software is being used pursuant to the terms of this Agreement, including any user limitations and (ii) listing the number of end users using the Licensed Software. Licensee agrees to grant InsureSocket reasonable access to Licensee's site, upon prior notice during normal business hours, to audit the use of the Licensed Software. Any such audit shall be at InsureSocket’s expense.

(k) InsureSocket reserves the right to update this License Agreement upon ten (10) days notice.

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and each of which together shall constitute a single instrument.

(l) The terms of Sections 1, 6, 7, 8, 9, 10, 11 and 12 shall survive termination of this Agreement.