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Terms and Conditions

Acceptance of Terms
IMPORTANT! PLEASE READ CAREFULLY. THIS IS A CONTRACT. BY APPLYING FOR SERVICE(S) THROUGH OUR ONLINE APPLICATION OR OTHERWISE, OR BY USING THE SERVICE(S) PROVIDED UNDER THIS AGREEMENT, YOU ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT. If you disagree with any of the terms that follow, or do not agree to be bound by all such terms, do not use this site or any of it's related services.

NORVAX, INC. LEAD BUYER AGREEMENT

In consideration of the mutual promises and conditions set forth in this Lead Buyer Agreement by and between Norvax, Inc., d/b/a ProspectZone ("NORVAX"), and the person whose name is subscribed to the Lead Buyer Application ("Buyer") (NORVAX and Buyer also referred to herein individually as "party" and collectively as "parties"), the parties hereto agree to the following:

1. NORVAX' Obligations.

NORVAX agrees to provide or perform the following:
(a) Provide leads to Buyer via email or direct post through an http or xml interface of people requesting quotes for insurance or mortgage products. All leads and any and all information provided with such leads, including but not limited to any personal and contact information, shall be referred to herein collectively as "Names" and individually as "Name."
(b) To make commercially reasonable efforts not to deliver, sell or transfer any Names to any other person if Buyer has entered into an arrangement with NORVAX.

2. Buyer's Obligations.

Buyer agrees to provide or perform the following:
(a) To pay for any and all Names sent by NORVAX in accordance with the payment provisions set forth in this Buyer Agreement.
(b) Contact each Name within 5 business days of receiving such Name for purposes of verifying the accuracy of the information provided by NORVAX and to provide the requested insurance quotation or mortgage rate.
(c) Contact NORVAX through online lead recall system located at http://www.prospectzone.com/client-login.html within 10 days of receiving a Name if the contact information provided for such Name is incorrect or such Name is uninsurable.
(d) Not to disclose, sell, transfer, assign or give any Name provided by or through NORVAX to any other person or organization.
(e) Use Names solely for the purpose of qualifying and sending insurance quotations or mortgage rates requested by such Names.
(f) Comply with any and all federal, state, local and industry laws, rules, regulations or requirements up to and including licenses required to sell the insurance or mortgage produced quoted by Buyer in the state(s) in which any geographic area is selected by Buyer on the Buyer Application.
(g) Provide quotes only from those companies or lender which Buyer is authorized and/or licensed to sell insurance or mortgage.

3. Payment Terms and Disputes.

The following payment terms shall apply to Buyer's account under this Buyer Agreement:
(a) Buyer will pay in advance for leads (i.e., Names) by selecting a pre-payment amount ("Deposit") to be charged on Buyer's credit card equal to 50% of the maximum number of leads that Buyer would like to receive in a month. The setup fee shall also be charged on Buyer's credit card.
(b) Each time a Name is provided to Buyer, a charge shall be made to reduce Buyer's Deposit in an amount equal to the price of each such Name. When Buyer's Deposit falls below 25% of the value of such Deposit, as adjusted, payment will automatically be drawn against Buyer's credit card to bring the level of the Deposit to its original value.
(c) Buyer shall be responsible to pay all applicable sales, use, and other taxes and all duties which are levied or imposed by reason of the transaction(s) contemplated hereby, excluding, however, income taxes on net profits which may be levied against NORVAX.
(d) If Buyer's card is not successfully charged or there is a charge-back, and the amount of the price of the Names to be charged equals or exceeds the original Deposit, Buyer's account may be suspended and/or its reserved geographic areas may be forfeited, at NORVAX' sole discretion. Under such circumstances, a loss of priority on NORVAX network may occur. When the Deposit has been successfully reestablished, Buyer's account may be reactivated, in NORVAX' sole discretion, subject to any setup fees.
(e) If Buyer or NORVAX terminates this Buyer Agreement or NORVAX terminates service to Buyer, any balance owing to NORVAX is due and payable within 5 business days from the date of such termination.
(f) Buyer shall reimburse NORVAX for all amounts expended by NORVAX in attempting to collect any amounts due to it by Buyer, including attorneys' fees and costs incurred in connection with such collection efforts.
(g) Buyer must notify NORVAX within 10 business days after receiving the Name if Buyer has any dispute regarding the receipt of such Name. Buyer may not challenge the accuracy of a Name unless Buyer has contacted NORVAX regarding the accuracy of a Name as required under Section 2(c) of this Buyer Agreement. Unless disputed within such 10-day period, the billing attributable to the Names provided by NORVAX to Buyer will be deemed accurate, due and payable by Buyer and final.
(h) If the number of leads returned in any given month is greater than 20% of the total leads received in that month, Norvax' system will automatically reject the lead recall request. Buyer may challenge that determination through the online lead recall system at http://www.prospectzone.com/client-login.html. From the Support tab, Buyer shall click on the lead ID of the rejected lead, and select the button that says "I disagree, and will provide more information".
(i) If NORVAX, at its sole discretion, determines that an adjustment is due and owing to Buyer, NORVAX, shall credit Buyer for the amount of such adjustment by adding such amount to Buyer's Deposit.

4. Notice and Buyer Contact Information.

Any notice to be given under this Agreement shall be in writing, signed by the party giving such notice, and sent by U.S. certified mail, return receipt requested, postage prepaid, and addressed to such party's last known address or via facsimile. The date of such mailing or facsimile transmission shall be deemed the date of notice. Buyer consents to NORVAX' use of Buyer's contact information, including but not limited to its facsimile and e-mail address(s), to provide written notice hereunder to Buyer and to alert Buyer to other product and service offerings or other business matters.

5. Termination.

Buyer may terminate this Buyer Agreement upon at least 15 days prior written notice NORVAX. NORVAX reserves the right to terminate this Buyer Agreement for any or no reason without prior notice. Upon termination, any credit balance remaining from the Deposit will be used to send the remaining leads purchased by Buyer, subject to NORVAX' right to set-off any amounts owed to NORVAX. Sections 2 through 5 and 7 through 14 of this Buyer Agreement shall survive termination hereof.

6. Scope of Use.

Subject to the terms and conditions of this Buyer Agreement, including, without limitation, Buyer's payment of all applicable fees, NORVAX hereby grants to Buyer a limited, non-exclusive, non-assignable, non-transferable license, solely during the term of this Buyer Agreement, to access and use the NORVAX sites located at www.prospectzone.com (the "Site") remotely over the Internet, solely for Buyer's internal business purposes in connection with its use of the referral services provided by NORVAX under this Buyer Agreement and solely using the user name and password provided to Buyer by NORVAX. Any other commercial use or exploitation of the Site or any content, code, information, data or other materials on or through the Site is strictly prohibited. In no event shall Buyer use any trademark, trade name, service mark, icon, logo or other indicator of NORVAX without NORVAX' advance, express, written permission in each instance. The license granted herein is granted solely to Buyer, and not, by implication or otherwise, to any parent, subsidiary or affiliate of Buyer. All rights not expressly granted hereunder are reserved to NORVAX. Buyer shall be responsible for any access to or use of the Site by Buyer or any person or entity using a password provided by NORVAX to Buyer, whether or not such access or use has been authorized by or on behalf of Buyer, and whether or not such person or entity is an employee or Buyer of Buyer. Buyer represents, warrants and covenants that it shall use the Site only for lawful purposes and in conformance with this Buyer Agreement and the Terms and Conditions, and that all information provided by Buyer to NORVAX relating to this Buyer Agreement, whether via online forms or otherwise, is accurate and complete. NORVAX shall have the right, in its sole discretion, to deactivate, change and/or delete Buyer's password(s). NORVAX may upgrade, modify, change or enhance the Site and convert Buyer to a new version thereof at any time in its sole discretion.

7. Proprietary Rights.

As between Buyer and NORVAX, NORVAX owns, solely and exclusively, all rights, title and interest in and to the Site, including, but not limited to, all the content, code, information, data and other materials thereon, the look and feel, design and organization of the Site, and the compilation of the content, code, information, data and other materials on the Site, including but not limited to all copyright, trademark, trade name, service mark, patent, trade secret, moral, database and other intellectual property and proprietary rights inherent therein or appurtenant thereto. In no event shall Buyer use any trademark, trade name, service mark, icon, logo or other indicator of NORVAX or any other proprietary rights of NORVAX without NORVAX' advance, express, written permission in each instance.

8. Disclaimer.

BUYER ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED HEREUNDER "AS IS" WITH NO WARRANTY WHATSOEVER AND THAT ITS USE OF THE SERVICES IS AT ITS OWN RISK. NEITHER NORVAX NOR ITS AFFILIATES, LICENSORS OR SUPPLIERS MAKE, AND BUYER DOES NOT RECEIVE, ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE. NORVAX AND ITS AFFILIATES, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NONINFRINGEMENT. NORVAX IS NOT INVOLVED IN THE ACTUAL TRANSACTIONS BETWEEN BUYERS AND NAMES. AS A RESULT, NORVAX HAS NO CONTROL OVER THE QUALITY, SAFETY OR LEGALITY OF NAMES OR THE TRUTH OR ACCURACY THEREOF. BECAUSE USER AUTHENTICATION ON THE INTERNET IS DIFFICULT, NORVAX CANNOT AND DOES NOT CONFIRM THAT NAMES ARE WHO THEY CLAIM TO BE. BECAUSE NORVAX DOES NOT AND CANNOT BE INVOLVED IN BUYER-TO-NAME OR NAME-TO-BUYER DEALINGS OR CONTROL THE BEHAVIOR OF NAMES, IN THE EVENT BUYER HAS A DISPUTE WITH ONE OR MORE NAMES, BUYER RELEASES NORVAX (AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, BUYERS AND AFFILIATES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL, DIRECT AND INDIRECT) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. BUYER IS RESPONSIBLE FOR ITS RELATIONSHIP WITH NAMES AND FOR SEEKING ANY REMEDIES AND REDRESS DIRECTLY FROM SUCH NAME IN THE EVENT OF ANY DISPUTE.

9. Limitation of Liability.

IN NO EVENT SHALL NORVAX, ITS AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, BUYERS OR EMPLOYEES BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST REVENUE, LOST PROFITS OR ANTICIPATED BUSINESS (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS BUYER AGREEMENT, THE SUBJECT MATTER HEREOF OR THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM INFORMATION PROVIDED BY, TO OR THROUGH NORVAX, OR ANY OTHER DAMAGES, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, TORT (INCLUDING NEGLIGENCE), CONTRACT (INCLUDING FUNDAMENTAL BREACH) OR OTHERWISE. THE AGGREGATE LIABILITY OF NORVAX, ITS AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, BUYERS AND EMPLOYEES, FOR ANY OTHER DAMAGES ARISING FROM OR RELATING TO THIS BUYER AGREEMENT, THE SUBJECT MATTER HEREOF, OR THE SITE OR SERVICES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY SHALL NOT EXCEED THE AMOUNTS RECEIVED BY NORVAX DIRECTLY FROM BUYER PURSUANT TO THIS BUYER AGREEMENT DURING THE CALENDAR MONTH DURING WHICH SUCH CLAIM(S) ACCRUED.

10. Indemnification.

Buyer agrees to defend, indemnify and hold harmless NORVAX, its parent, subsidiaries, affiliates, licensees, licensors and suppliers, and their shareholders, members, partners, directors, officers, Buyers and employees (collectively, the "Indemnified Parties"), with respect to any claim, demand, cause of action, debt, liability and expense (including reasonable attorneys' fees, costs and expenses) arising from any dispute with a Name or any breach of this Buyer Agreement by Buyer, or in connection with Buyer's use or misuse of the Site or services hereunder. The Indemnified Parties reserve the right to approve Buyer's counsel to defend any such claims, which approval will not be unreasonably withheld, and to approve any settlement thereof. The Indemnified Parties also reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Buyer hereunder.

11. Assignment; No Third Party Beneficiary; Waiver.

Buyer shall not have the right to assign, sublicense or transfer this Buyer Agreement or any of its rights or obligations hereunder to any third party and any such attempted assignment, sublicense or transfer is hereby null and void. This Buyer Agreement is not intended to be enforceable against NORVAX by any party other than Buyer, and is expressly not intended to be enforceable by any third party. No waiver of any breach or condition of this Buyer Agreement by either party shall be deemed to be a waiver of any other or subsequent breach or condition.

12. Account Access.

To access or use the Norvax services or to modify your account, you may be required to establish an account and obtain a login name, account number, and password. You authorize us to process any and all account transactions initiated through the use of your password. You are solely responsible for maintaining the confidentiality of your password. You must immediately notify us of any unauthorized use of your password, and you are responsible for any unauthorized activities, charges and/or liabilities made through your password. In no event will we be liable for the unauthorized use or misuse of your login name, account number, or password.

13. Buyers.

You agree that, if your Buyer, (e.g., your Primary Contact or Account Administrative Contact, Internet Service Provider, employee) purchased our service(s) on your behalf, you are nonetheless bound as a principal by all terms and conditions herein. Your continued use of our services ratifies any unauthorized actions of your Buyer. By using your login name, account number or password, or otherwise purporting to act on your behalf, your Buyer certifies that he or she is authorized to apply for our services on your behalf, that he or she is authorized to bind you to the terms and conditions of this Agreement, that he or she has apprised you of the terms and conditions of this Agreement, and that he or she is otherwise authorized to act on your behalf. In addition, you are responsible for any errors made by your Buyer.

14. Governing Law and Venue.

This Buyer Agreement shall be governed by and construed in accordance with the laws of the State of Illinois and the federal laws of the United States of America applicable therein. Each of the Parties assents to the jurisdiction of the courts of the State of Illinois to hear all actions, suits and proceedings arising in connection with this Agreement.

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