Compulife Software Inc. (“Compulife” or “we”) operates a Web Quoting service from a website on the Internet at compulife.net (the “Compulife Website”) at which Compulife customers may obtain life insurance quotes. This Terms of Use Agreement (“Agreement”) is between Compulife and its customers. The terms “You” or “Your” mean collectively the person or persons utilizing the Compulife Website and the company with which that person is employed or affiliated.

1. General

Your use of the Compulife Website is subject to this Agreement. By utilizing the Compulife Website you agree that this Agreement will govern the terms and conditions of Your use of the functionality accessible to You through the Compulife Website, and any content or applications offered to You from time to time by Compulife in connection with the Compulife Website.

BY ACCESSING OR USING THE COMPULIFE WEBSITE YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ANY OTHER ADDITIONAL TERMS INCORPORATED BY REFERENCE HEREIN.  YOU ARE ONLY AUTHORIZED TO USE THE COMPULIFE WEBSITE (REGARDLESS OF WHETHER YOUR ACCESS OR USE IS INTENDED) IF YOU AGREE TO ABIDE BY ALL APPLICABLE LAWS AND BY THE TERMS OF THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE WITH IT, YOU SHOULD LEAVE THE COMPULIFE WEBSITE AND IMMEDIATELY DISCONTINUE YOUR USE OF THE COMPULIFE WEBSITE.

2. Modifications to this Agreement

Compulife may modify this Agreement from time to time, and any such modifications shall be effective upon posting by Compulife of the modified Agreement on the Compulife Website. You agree to be bound by any changes to this Agreement when You use the Compulife Website after any such modification is posted on the Compulife Website. It is therefore important that You review this Agreement each time You access the Compulife Website to ensure that You are aware of any changes or modifications to this Agreement.

3. Use of Compulife Website

When You use the Compulife Website You represent and warrant to Compulife that:

     A. You will provide true, accurate, and complete information about Yourself and the company with which your affiliated or employed as prompted by Compulife including, without limitation, Your name, the company with which you are employed or affiliated, Your business telephone number, Your business address, and a valid email address.

     B. You will update Your business or contact information in order to maintain its truth, accuracy, and completeness.

     C. You are at least eighteen (18) years of age and have the legal capacity and authority to be bound by this Agreement;

     D. You are acting with full authority of the company with which You are affiliated to access and use the functionality accessible at the Compulife Website, and bind the company to the terms under which Compulife will deliver products or services to such company;

     E. You will, as provided herein, defend, indemnify and hold harmless Compulife, and its subsidiaries, affiliates, officers, employees, agents, and other partners against any and all damages of any type, costs, fees, expenses, judgments, or liabilities of any kind, including reasonable attorneys’ fees, costs, and litigation or arbitration expenses at any initial trial or hearing, or on appeal, or to enforce any judgment or arbitration award, arising from claims asserted by a third party alleging facts that if proven to be true would constitute Your breach of any of Your duties, obligations, representations or warranties to under this Agreement or to such third party; and

     F. You will comply with any and all federal or state laws, rules, or regulations, that govern the operation of the Compulife Website, including, but not limited to, any state or federal laws regulating the use of personally identifiable information about consumers.

4. Obligation for Using Your Password

ALL INFORMATION TRANSMITTED BY, SUBMITTED BY, OR RECEIVED FROM ANYONE PRESENTING YOUR PASSWORD ON THE COMPULIFE WEBSITE WILL BE DEEMED BINDING ON YOU. You agree that You are solely liable for all actions taken via Your password, whether or not made with Your knowledge or authority. You agree to guard Your password carefully, with the full awareness that a failure to keep it secure will enable others to engage in transactions through the Compulife Website for which You will be legally responsible, and liable to Compulife for any resulting damages. If You suspect that someone may have obtained access to Your password who is not intended to have authority to act on Your behalf, please contact Compulife immediately to enable Compulife to deny access to the Compulife Website to anyone else presenting Your password.

5. Use of the Compulife Website

     A. Lawful Purposes. You represent and warrant that You will not use the Compulife Website for any purpose that is unlawful, or prohibited by this Agreement, or any law or regulation applicable to You or Your business.

     B. License Grant and Restrictions. Compulife hereby grants You a limited, non-exclusive, non-transferable, and revocable right to access and use the Compulife Website to utilize the features, content and tools that Compulife makes available to You through the Compulife Website. You shall use the Compulife Website for the sole and limited purposes set forth above, and for no other purpose whatsoever without the express written consent of Compulife. You shall not provide access to the Compulife Website to other persons or entities, including, but not limited to, any other persons or entities that are also customers of Compulife, or compete with Compulife. You shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, broadcast, create derivative works from, transfer, or sell any information, data, content, or software accessible or displayed to You by Compulife on the Compulife Website, including, without limitation, any data, text, artwork, graphics, logos, button icons, images, audio clips, digital downloads, product and service descriptions, and data compilations. The license granted herein does not include any resale or commercial use of Compulife Website or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Compulife Website or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools, except to the extent the Compulife Website is indexed by general purpose consumer accessible search engines, including, but not limited to, Google, Yahoo, AOL, or Bing. Compulife reserves the right to suspend or deny, in its sole discretion, Your access to all or any portion of the Compulife Website as described in Section 14 below. Any rights in the Compulife Website not expressly granted to You herein are reserved to Compulife.

For so long as this Agreement is in effect, You grant to Compulife a non-exclusive, limited, and royalty free license to use Your name and contact information, and to display any other materials, information or content supplied by You to Compulife.

     C. Use of Information. Compulife may display on the Compulife Website, tips, facts, views, and opinions that Compulife deems worthy of publication. ALL SUCH INFORMATION IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSIDERED OR RELIED UPON BY YOU AS PROFESSIONAL ADVICE.

Neither the Compulife Website or any data, information, text, images, or other content accessible on or through the Compulife Website may be duplicated, modified, reengineered, decompiled, reverse engineered, decrypted, reassembled, supplemented, translated, adapted, or enhanced, except by Compulife or as expressly authorized by Compulife in writing. You shall not remove any notice or other indicia of an intellectual property right from the Compulife Website. You shall not use, copy, distribute, display, demonstrate, or sub-license the Compulife Website, any content on or accessible through the Compulife Website, the software related thereto, or any component thereof, except as permitted by this Agreement, or as expressly authorized by Compulife. You acknowledge and agree that You are solely responsible for Your use of the Compulife Website and for Your compliance with any laws and regulations relating to your business operations.

You and Compulife acknowledge that the rights granted to You by Compulife to access and use the Compulife Website are a valuable contribution to the overall operation of Your business. You agree to pay promptly, and in accordance with Compulife credit terms, for any Compulife products or services delivered to You by reason of orders placed by You.

     D. Compulife Website Security

You are prohibited from violating or attempting to violate the security of the Compulife Website, including, without limitation:

          1. Accessing data not intended for Your use, or logging onto a server or a Compulife account which You are not authorized to access.

          2. Attempting to probe, scan or test the vulnerability of the Compulife Website or any Compulife system or network, or to breach security or authentication measures utilized by Compulife on the Compulife Website without proper authorization.

          3. Attempting to interfere with Compulife’s service to any Compulife account holder, or user of the Compulife Website, host or Compulife network, including, without limitation, via means of submitting a virus to the Compulife Website, overloading, "flooding," "spamming," "mailbombing" or "crashing."

          4. Sending unsolicited email, including promotions and/or advertising of products or services not otherwise expressly authorized or permitted by Compulife.

          5. Forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.

Violations of Compulife’s system or network security may result in civil or criminal liability. Compulife will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users, including You, who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Compulife Website or any activity being conducted on the Compulife Website. You agree, further, not to use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Compulife Website other than the search engine and search agents available from Compulife on the Compulife Website and other than generally available third party web browsers (e.g., Firefox, Chrome or Microsoft Explorer).

     E. Liquidated Damages

In the event You breach or violate any of Compulife’s restrictions on the use of the Compulife Website, use the Compulife Website in an manner not permitted by the License granted herein, acquire or download any content, data, text or images from the Compulife Website without authorization under this Agreement or without Compulife’s express written permission, or You remove any intellectual property notices from the Compulife Website or any content accessible or displayed on the Compulife Website without Compulife’s express written approval, You agrees that Compulife’s damages in the event of such unauthorized conduct by You will be difficult to quantify. Therefore, in the event of such a breach, and in addition to immediately commencing commercially reasonable efforts to cure any breach, You shall pay Compulife as liquidated damages, and not as penalty, the amount of $10,000.00 per occurrence, which liquidated damages shall be in addition to, and not in lieu of, any equitable relief to which Compulife may be entitled by reason of the breach of this Agreement.

7. Intellectual Property Protection

The information displayed on the Compulife Website or any other Compulife product or service including, without limitation, text, artwork, graphics, logos, button icons, images, audio clips, digital downloads, prices, product and service descriptions, and data compilations (collectively, “Content”), is the property of Compulife. Such Content is protected by U.S. and international trademark, copyright, and other intellectual property laws. You shall not copy, distribute, alter, display, perform, publish, or create derivative works from such Content, other than as permitted in this Agreement. Systematic retrieval of data or other Content from the Compulife Website or any other Compulife service to prepare any collection, compilation, database, or directory is strictly prohibited.

The acronym “Compulife”, the domain at which the Compulife Website is located, and any other Compulife graphics, logos, designs, page headers, button icons, scripts and service names are trademarks or trade dress of Compulife. Compulife’s trademarks and trade dress may not be used, including as part of trademarks or as part of domain names, in connection with any other product or service in any manner that is likely to cause consumer confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Compulife. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Compulife or any Compulife affiliates without Compulife’s express written consent. You may not use any meta tags or any other "hidden text" utilizing the Compulife’s name or trademarks without the express written consent of Compulife.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER COMPULIFE NOR ANY THIRD PARTY HAS CONFERRED UPON YOU BY IMPLICATION, ESTOPPEL, OR OTHERWISE, ANY LICENSE OR RIGHT UNDER ANY PATENT, TRADEMARK, COPYRIGHT, OR OTHER PROPRIETARY RIGHTS TO USE THE COMPULIFE WEBSITE OR YOUR COMPULIFE ACCOUNT. NO OWNERSHIP RIGHTS ARE OR WILL BE ASSIGNED TO YOU BY REASON OF YOUR ACCEPTANCE OF THIS AGREEMENT.

9. Disclaimer of Warranties

Compulife uses reasonable efforts to provide accurate, complete, and current Content on the Compulife Website. Nevertheless, Compulife does not guarantee or warrant that the Content therein is accurate, complete, timely, or free of technical or typographical errors. It is Your responsibility to verify any Content displayed on the Compulife Website. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE CONTENT ON THE COMPULIFE WEBSITE IS AT YOUR SOLE RISK. THE CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPULIFE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPULIFE MAKES NO WARRANTY THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ACCESS TO THE COMPULIFE WEBSITE, AND THE CONTENT THEREON, WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, VIRUS-FREE OR ERROR FREE. COMPULIFE DOES NOT MAKE ANY WARRANTY CONCERNING THE INFORMATION AND RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE COMPULIFE WEBSITE, OR CONCERNING THE ACCURACY OR RELIABILITY OF ANY CONTENT DISPLAYED THEREON. INFORMATION OBTAINED BY YOU FROM THE COMPULIFE WEBSITE SHALL NOT CREATE ANY WARRANTY NOT EXPRESSLY OR IMPLIEDLY MADE HEREIN TO THE EXENT PERMITED BY APPLICABLE LAW.

10. Limitation of Liability

YOU AGREE THAT NEITHER COMPULIFE NOR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE COMPULIFE WEBSITE SHALL BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OR ANY DAMAGES WHATSOEVER ARISING OUT OF YOUR ACCESS, USE OR INABILITY TO USE THE COMPULIFE WEBSITE, OR ANY ERRORS OR OMISSIONS IN THE CONTENT THEREOF, ANY PERSON’S RELIANCE ON ANY INFORMATION OR CONTENT PROVIDED IN THE COMPULIFE WEBSITE, WHETHER OR NOT THE INFORMATION IS CORRECT, CURRENT, OR COMPLETE, OR THE CONSEQUENCES OF ANY ACTION YOU OR ANY OTHER PERSON TAKE OR FAIL TO TAKE BASED ON CONTENT PROVIDED BY OR AS A RESULT OF THE USE OF THE COMPULIFE WEBSITE.

YOU SPECIFICALLY AGREE THAT COMPULIFE IS NOT LIABLE FOR ANY CONDUCT BY YOU WHILE USING THE COMPULIFE WEBSITE. COMPULIFE IS ALSO NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON THE COMPULIFE WEBSITE, INCLUDING ANY INJURY OR DAMAGE TO ANY YOUR, OR ANY OTHER PERSON’S COMPUTER RELATED TO OR RESULTING FROM USE OF THE COMPULIFE WEBSITE.

IN NO EVENT SHALL COMPULIFE, BE LIABLE FOR ANY DAMAGES, INCLUDING ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM YOUR USE OR THE INABILITY TO USE THE COMPULIFE WEBSITE, ANY INFORMATION ACCESSIBLE ON THE COMPULIFE WEBSITE, FROM ANY MESSAGES RECEIVED THROUGH THE COMPULIFE WEBSITE, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLE PROPERTY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF COMPULIFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

You agree that regardless of any statute or law to the contrary, You will file any claim or cause of action arising out of or related to Your use of the Compulife Website, or to interpret or enforce this Agreement within one (1) year after such claim or cause of action arose or be forever barred.

11. Termination of Compulife Website Access

You understand and agree that Compulife, in its sole discretion, may terminate Your right to use the Compulife Website, direct You to cease using the Compulife Website, and discontinue or restrict Your access to the Compulife Website, all without notice to You and for any reason. You agree that Compulife shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Compulife Website or any parts thereof.

12. Modifications to the Compulife Website

You understand and agree that Compulife may discontinue or change the Compulife Website at any time, without notice to You. Compulife makes no commitment to update the information and content on the Compulife Website.

13. Miscellaneous

     A. Assignment. This Agreement shall bind and inure to the benefit of Compulife’s successors, assigns and licensees. Compulife shall have the right to assign or otherwise transfer its rights or obligations under this Agreement whether by contract, merger, sale of all or substantially all of Compulife’s assets, or operation of law without Your consent, or notice to You. You shall not have the right to assign, by contract, operation of law or otherwise, this Agreement or any of the rights, interests, or obligations hereunder, without Compulife’s express written permission, which Compulife may withhold in its absolute discretion.

     B. Severability. In the event that any provision of this Agreement is, becomes, or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without such provision.

     C. Waiver. The failure of Compulife at any time or times to require performance of any provision hereof shall in no manner affect the right of Compulife at a later time to enforce the same.

     D. Applicable Law. You acknowledge that the Content contained in the Compulife Website is controlled in and originates from the United States. Compulife does not make any representation that any of the Content is appropriate or available for use in other countries or locations. Compulife does not have any responsibility for any access to this Compulife Website from territories where the Content may be illegal or otherwise prohibited. If You choose to access the Compulife Website from other locations, You do so at Your own risk and are responsible for compliance with applicable local laws. Any claim relating to the use of the Compulife Website, this Agreement, and any Content displayed on such sites, shall be governed by the internal substantive laws of the State of Kentucky, without regard to its conflicts of laws rules. You expressly consent to the jurisdiction of the state and federal courts located in Louisville, Kentucky for any such claim. You further agree that in the event of any litigation or arbitration proceeding to interpret or enforce a Party’s rights under this Agreement, the court or arbitration panel shall have the right and duty, in addition to awarding any relief deemed appropriate in the circumstances, to award the prevailing Party its reasonable attorneys fees, costs, and litigation expenses, incurred in prosecuting or defending such action or proceeding, at trial, at any arbitration proceeding, on appeal, or in any proceeding to enforce any final judgment or arbitration award.

     E. Entire Agreement. These Terms of Use, as amended, and the consents provided by You, constitute the entire agreement between You and Compulife.

     F. Amendments. Further to Section 2 of this Agreement, You agree that Compulife may amend or modify this Agreement or impose new conditions at any time by updating this Agreement on the Compulife Website, or upon notice from Compulife to You as published through the Compulife Website, or by e-mail. Your use of the Compulife Website after such updating or notice to You shall constitute Your acceptance of such amendments, modifications, or new conditions. If You do not want to be bound by an amendment, or subsequent version of this Agreement, You must refrain from using the Compulife Website after the date of Your termination. No other amendments will be valid unless they are in a paper writing signed by Compulife and by You.

Notices
Except as expressly stated otherwise, any notices required or allowed under these Terms of Use shall be given to Compulife by postal mail to: Compulife Software, Inc., 1509 Paradise Camp Road, Harrodsburg, KY 40330 or to a successor address that Compulife makes available on the Compulife Website, or through any other reasonable manner. With respect to Compulife’s notices to You, Compulife may provide notice of amendments by posting them in the Compulife Website or, and You agree periodically to check the Compulife Website for notice of such amendments. Compulife may, alternatively, give notice to You of changes to this Agreement by sending an e-mail message to the e-mail address that You provide during registration. Notice shall be deemed given 24 hours after it is posted or an e-mail is sent, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.