Affiliate Agreement

IdentityWEB Affiliate Agreement

This IdentityWEB Affiliate Agreement ("Agreement") is made by IdentityWEB, Inc., a California corporation, ("IWEB"), whose address is 2999 Overland Ave, Suite 212, Los Angeles, CA 90064, and the person, corporation or other legal entity ("Affiliate") named on the registration form ("Registration Form") accompanying this Agreement. By submitting the completed Registration Form and clicking "Accept" at the end of this Agreement, Affiliate is entering into this Agreement with IWEB and is agreeing to be bound by all of the terms and conditions of this Agreement. This Agreement is made with reference to the following facts.

IWEB operates web sites at http://www.LifeInsurance.net, http://www.Annuity.net, http://www.4BestQuotes.com and other URLs (collectively, the "IWEB Sites") for purposes including but not limited to (1) providing articles and other information about life insurance, annuities, long term care and other insurance products and services, (2) providing insurance quotes to consumers and businesses and (3) referring interested consumers and businesses to IWEB's member agents (collectively, the "Services"). Affiliate operates the website(s) identified on the Registration Form ("Affiliate's Website(s)"). Affiliate desires to link Affiliate's Website(s) to one or more of the IWEB Sites in order to make the Services available to user's of Affiliate's Website(s), and IWEB desires to provide such access on the terms and conditions specified herein.

NOW THEREFORE in consideration of the foregoing facts and the mutual covenants and conditions set forth herein, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. Grant of License.

1.1. IWEB Marks. As used in this agreement, "IWEB Marks" means IWEB's trademarks, service marks, trade names and logos used by IWEB in connection with the Services and shown on Exhibit A the "Logos").

1.2 IWEB Content and Articles. As used in this agreement,”IWEB Content” means all informational text and all articles appearing on the IWEB Sites, except to the extent the copyright to any such material is shown (by the © symbol or otherwise) as being owned by someone other than IWEB. The stories, explanations, definitions, articles and other distinct blocks of text which are a part of the IWEB Content are referred to in this Agreement individually as an “Article” and collectively as “Articles.”

1.3. License. Subject to the terms and conditions of this Agreement, IWEB grants to Affiliate a limited, non-exclusive, non- assignable, non-transferable, non-sub-licensable, royalty-free license during the term of this Agreement to display the IWEB Marks and the IWEB Content on Affiliate’s Website, solely in connection with the exercise of Affiliate's rights and obligations under this Agreement. Affiliate covenants and agrees that Affiliate's use of the IWEB Marks and the IWEB Content shall comply in all material respects with IWEB's policies and with the IWEB Usage Guidelines set forth on Exhibit B, as such policies and Guidelines may be modified from time to time by IWEB in its sole discretion.

1.4. Ownership of IWEB Marks, IWEB Content and IWEB Sites. Affiliate acknowledges and agrees that all right, title and interest in the IWEB Marks, the IWEB Content and the IWEB Sites (including but not limited to all content, features and software available on or constituting the IWEB Sites) are owned exclusively by IWEB and/or its licensors, and that Affiliate's rights are strictly limited to the limited license granted in this Agreement. Affiliate agrees that it shall not, during the term of this Agreement or thereafter: (a) contest the validity of, or IWEB's ownership of: (i) the IWEB Marks, or the validity of any registration (or any application for registration) of all or any part of the IWEB Marks by IWEB, or (ii) the copyright to any IWEB Content; (b) claim any ownership or other proprietary right in any of the IWEB Marks, the copyright to any IWEB Content or the IWEB Sites, or in any element, derivation, adaptation, variation or name of any of them or (c) take any action inconsistent with IWEB's ownership of the IWEB Marks, the copyright to the IWEB Content and the IWEB Sites. Affiliate agrees that its use of the IWEB Marks shall inure exclusively to the benefit of IWEB. All goodwill or reputation in the IWEB Marks shall automatically vest in IWEB when ever the IWEB Marks are used or displayed by Affiliate.

2. IWEB'S Obligations.

2.1. Fees. Except as hereinafter provided, IWEB shall pay Affiliate a one-time fee ("Fee") for each user who: (a) follows a link directly from Affiliate's Website to an IWEB Site and, (b) either on the initial visit or on a subsequent visit, completes IWEB's Quote Request Form. The Fee for each user shall be as specified on Exhibit C. The Quote Request Form shall be considered complete only if the user provides all of the information specified on Exhibit C. The Fee shall be earned whether the user completes the Quote Request Form on the initial visit to IWEB's Site or on a subsequent visit to IWEB's Site, even if the user does not follow a link from Affiliate's Website on the subsequent visit. However, IWEB will not be responsible to pay a Fee (a) for any user whose system or browser is configured to prevent IWEB from determining that the user followed a link from Affiliate's Website; or (b) for any user who first visited the IWEB Site using a particular computer but who subsequently completed a Quote Request Form from a different computer. Affiliate understands that IWEB's obligation to pay a Fee is conditioned upon, among other things, the unobstructed operation of "e;cookie"e; technology.

2.2. Payment. Fees shall be due and payable on the last day of the month following the month in which the Fees are earned, less any taxes IWEB may be required by law to withhold. Fee payments shall be accompanied by a report setting forth the total number of users who accessed the IWEB Sites through links from Affiliate's Website during the month, the number of users completing the Quote Request Form, and such other information as the parties may agree. However, if the Fees due for any month are less than sixty dollars (US $60.00) (the "Payment Floor"), IWEB may, in its discretion, hold those Fees until the total amount due is at least equal to the Payment Floor or, if this Agreement is terminated, until the last day of the month following the month in which the termination occurs.

2.3. Limitations. Notwithstanding any contrary provision of this Agreement, IWEB shall not be obligated to pay any sum under this Agreement if: (a) Affiliate fails to comply with any of the terms or condition of this Agreement including but not limited to the IWEB Usage Guidelines or (b) any of Affiliates representations and warranties are false either when made or at any time during the course of this Agreement. IWEB shall not be obligated to pay a Fee for any completed Quote Request Form that IWEB determines, in its sole discretion, to be fraudulent.

2.4. Links and Login Account. IWEB shall give Affiliate: (a) information needed to establish one or more links to the IWEB Site(s) and to use the Logos, and (b) a login account enabling Affiliate to check the status of its referrals at any time.

3. Affiliate's Obligations. Affiliate shall install and maintain at least one link from Affiliate's Website(s) to an IWEB Site designated by IWEB. Affiliate shall be responsible for all aspects of such installation and maintenance. Each such link shall be in a form provided or approved by IWEB in its sole discretion and shall otherwise comply with the terms of this Agreement. Affiliate shall give its Federal tax identification number to IWEB upon request and shall otherwise comply with all the terms and conditions of this Agreement.

4. Affiliate's Representations And Warranties. Affiliate represents and warrants that nothing on Affiliate's Website is obscene, fraudulent or defamatory.

5. Confidentiality.

5.1. Ownership and Privacy of Customer Data. All information provided by users in Quote Request Forms and all other information provided by users of the IWEB Sites (collectively, "Customer Data") shall be owned by IWEB. Customer Data includes all information provided to IWEB by a user, whether provided in the Quote Request Form or otherwise and whether concerning the user or concerning the user's family members, employees, business associates or others. Customer Data does not include information which is unrelated to the Services and the IWEB Sites and which is provided by the user directly to Affiliate. Affiliate acknowledges that IWEB's business plan requires that Customer Data be private and confidential. Affiliate therefore agrees that: (a) Affiliate shall have no rights with respect to any Customer Data, (b) Affiliate shall not intercept, receive or maintain any Customer Data, and (c) Affiliate shall prevent disclosure of and shall promptly destroy any Customer Data that comes into Affiliate's possession.

5.2. Other Confidential Information. During the term of this Agreement, Affiliate may have access to certain non-public information of IWEB which is marked "confidential" or "proprietary" by IWEB or which a reasonable person would consider confidential ("Confidential Information"). Confidential Information does not include information that is generally known and available or is in the public domain through no fault of Affiliate. Affiliate agrees: (a) not to disclose any Confidential Information to any third parties, (b) not to use any Confidential Information for any purpose except as permitted under this Agreement and (c) to keep the Confidential Information confidential using the same degree of care Affiliate uses to protect its own confidential information, or at least reasonable care.

5.3. Protection of Customer Data and Confidential Information. Affiliate acknowledges and agrees that due to the unique nature of both Customer Data and Confidential Information, there can be no adequate remedy at law for any breach of Affiliate's obligations under this Section 5 and that any such breach may cause irreparable harm to IWEB or to a third party. Affiliate therefore agrees that, in addition to whatever other remedies IWEB may have, IWEB shall be entitled to obtain injunctive or other equitable relief to protect Customer Data and Confidential Information.

6. Limitation of Liability. IWEB MAKES NO WARRANTY REGARDING THE IWEB SITES OR THE SERVICES, AND IWEB HEREBY EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IWEB DOES NOT WARRANT THAT THE IWEB SITES OR THE SERVICES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION. IN NO EVENT SHALL IWEB BE LIABLE TO AFFILIATE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL, PUNITIVE OR OTHER DAMAGES, OR FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING FROM OR IN CONNECTION WITH THE SERVICES OR WITH ANY DEFECT, MALFUNCTION OR NON-OPERATION OF ANY IWEB SITE. IF IWEB IS EVER DETERMINED TO HAVE ANY LIABILITY TO AFFILIATE ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH THE SERVICES, THE IWEB SITES OR THIS AGREEMENT, IN NO EVENT SHALL SUCH LIABILITY EXCEED THE TOTAL AMOUNT OF FEES PAYABLE TO AFFILIATE UNDER THIS AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.

7. Term and Termination.

7.1. Term. Except as hereinafter provided, the term of this Agreement shall commence on the date Affiliate has submitted a completed Registration Form and accepted the terms and conditions of this Agreement (the "Commencement Date"), shall continue for one year and shall automatically renew for successive one year periods thereafter until terminated as provided herein. Notwithstanding any contrary provision of this Agreement, IWEB may, at its option and in its sole and absolute discretion, terminate this Agreement without cause at any time within five (5) days after the Commencement Date.

7.2. Termination for Cause. If IWEB terminates the Services or if the IWEB Site(s) to which Affiliate maintains one or more links either cease operation or contain content which is obscene, fraudulent or defamatory, then Affiliate may terminate this Agreement immediately upon written notice to IWEB. If Affiliate breaches any term, covenant or condition of this Agreement or if Affiliate causes or permits to exist any circumstance which IWEB believes, in IWEB's sole discretion, disparages, devalues or reflects poorly on IWEB, on the IWEB Sites, on the Services, or on the reputation or goodwill of the IWEB Marks, then IWEB may terminate this Agreement immediately upon written notice to Affiliate.

7.3. Termination Without Cause. Either party may terminate this Agreement at any time without cause upon thirty (30) days written notice to the other party.

7.4. Effect of Termination. Upon the termination of this Agreement for any reason: (a) the limited license granted to Affiliate herein shall immediately terminate, (b) Affiliate shall immediately cease all use of the IWEB Marks, (c) Affiliate shall immediately terminate all links from Affiliate's Websites to the IWEB Sites and (d) Affiliate shall promptly return all Confidential Information.

7.5. Survival. Except to the extent inconsistent with the provisions of Section 7.4 (Effect of Termination), the provisions of the Agreement shall survive any termination or expiration of the limited license granted Affiliate herein.

8. Notice. Any notice or other communication required or permitted under this Agreement shall be written and shall sent both by email and by one of the other means described in this Section. Notices shall be deemed delivered when: (a) sent by email and (b) as follows: (i) if sent by personal delivery, when delivered personally, (ii) if sent by FedEx or other overnight courier service, as of the date and time specified in the courier service's records as the date and time of delivery, (iii) if sent by telecopy or facsimile transmission, as of the date and time specified in the telecopier or facsimile transmission report, and (iv) if sent by certified or registered mail, return receipt requested, upon the date recorded by the US Postal Service as the date of delivery or refusal. All notices shall be sent to the addresses specified in this Agreement or in the Registration Form, or to such other address as either party may designate by notice in accordance with this Section.

9. General Provisions. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. If the performance of this Agreement or any obligations hereunder is prevented, restricted or interfered with by reason of fire or other casualty or accident, strikes or labor disputes, any aw, order, proclamation, regulations, ordinance, demand or requirement of any government agency, or any other similar act or condition beyond the reasonable control of the parties hereto, the party so affected will, upon giving prompt notice to the other party, be excused from such performance during such prevention, restriction or interference. Each party agrees to comply with all applicable Federal, state and local laws and regulations in the performance of its obligations under this Agreement. This Agreement shall be governed in accordance with the laws of the State of California as applied to agreements made, entered into and performed entirely in California between California residents. Either party may publicize this Agreement and may use the name of the other party and/or the other party's web site for such purpose. No waiver of any term or condition of this Agreement will be valid or binding on a party unless the same has been mutually assented to in writing by both parties. The terms and conditions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, whether oral or written. Except as expressly set forth herein, no party may assign or delegate this Agreement or any of its rights or duties under this Agreement without the prior written consent of the other party hereto, which consent will not be unreasonably withheld. The venue for any litigation arising under this Agreement shall be in Los Angeles County, California. The parties hereby consent to the jurisdiction of the state and federal courts in Los Angeles County, California. There are no third party beneficiaries of this Agreement. Headings in this Agreement are included solely for the convenience of the parties and shall not be deemed either to amplify or to limit the meaning of any provision of this Agreement. This Agreement may not be amended except in a writing signed by both parties. If any provision of this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, that provision shall not affect the validity, legality or enforceability of any other provision of this Agreement. The Registration Form, the preamble to this Agreement, the factual recitals and all and Exhibits mentioned in this Agreement are incorporated herein and constitute a part of this Agreement. All rights not expressly granted by IWEB are reserved. This Agreement creates no partnership, joint venture, association, agency, franchise, contract of employment or comparable relationship between the parties, and neither party shall have authority to bind the other party for any purpose.

EXHIBIT A. Logos

The IWEB Marks include but are not limited to the following logos:

LifeInsurance.Net  Annuity.Net

EXHIBIT B. IWEB Usage Guidelines

IWEB Usage Guidelines

1. Affiliate may use the IWEB Marks and the IWEB Content solely as provided in the Affiliate Agreement or as otherwise approved in writing by IWEB in its sole discretion, and only in compliance with the specifications, directions, information and standards established by IWEB and modified by IWEB from time to time.

2. Affiliate agrees to comply with any requirements established by IWEB concerning the style, design, display and use of the IWEB Marks and to correctly use the trademark and/or copyright symbols (®, ™ and ©) with every use of the IWEB Marks or IWEB Content, as required by IWEB from time to time.

3. Affiliate shall not alter any of the IWEB Marks or IWEB Content, or use any of the IWEB Marks or IWEB Content in any manner that may dilute, diminish, or otherwise damage IWEB's rights and goodwill in any of the IWEB Marks or IWEB Content.

4. Affiliate may not use any of the IWEB Marks or IWEB Content in any manner that implies sponsorship or endorsement by IWEB of any service or product other than those provided by IWEB. If so requested by IWEB, Affiliate will promptly include an appropriate disclaimer or comment with each Logo and/or Article, as prescribed by IWEB in its discretion.

5. To the extent made available by IWEB, Affiliate shall include, with each Article, the title, author, copyright symbol, IWEB corporate name and the required Link

EXHIBIT C. Fee and Quote Request Form

The Fee payable for each completed Quote Request Form shall conform to the following pay scale:

Annuities ... US $6.00 per lead (maximum $6000/mo.)

Life Insurance ... US $5.00 per lead (maximum $5000/mo.)

Long Term Care Insurance ... US $6.00 per lead (maximum $6000/mo.)

Disability Insurance ...US $4.00 per lead (maximum $4000/mo.)

To be valid and complete, each Quote Request Form must include at least all of the following:

  1. Name
  2. Address
  3. Primary Phone
  4. Secondary Phone
  5. Email Address
  6. Best Time to Call
  7. Birth date
  8. Height/Weight
  9. Tobacco Use
  10. Known health issues and medications
  11. Family medical history