WEB SITE USAGE AGREEMENT

These Terms and Conditions ("Agreement") are made as of the Effective Date by and between CBC Benefit & Insurance Services, a Nevada corporation with offices located at 7660 W Cheyenne Ave., Suite 109, Las Vegas, NV 89129 and 30012 Aventura, Suite B, Rancho Santa Margarita, CA 92688, ("CBC") and the Subscriber, as defined hereunder

WITNESSETH

WHEREAS, CBC has developed and owns that certain Health Insurance Online Quotation Engine (as defined hereinafter) for use and access by Subscriber via the Internet; and WHEREAS, Subscriber desires to access and use the Health Insurance Online Quotation Engine in accordance with the terms and provisions of this Agreement; NOW, THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, Subscriber and CBC hereby agree as follows:

ARTICLE I: RECITALS AND DEFINITIONS

Section 1.01 -- Recitals: The above recitals and identification of parties are true and correct.
Section 1.02 -- Definitions: The following definitions shall apply:

(1) Access: The term "access" and variants thereof (including, without limitation, "accessing" and "accessible") shall mean to store data in, retrieve data from or otherwise approach, display, reproduce, frame, establish a Link to, or make use of (directly or indirectly) through electronic means or otherwise.

(2) Health Insurance Online Quotation Engine: The term "Health Insurance Online Quotation Engine” shall mean that certain website referred to as Health Insurance Online Quotation Engine, which is located on the Internet at <https://cbciplan.com>, including any and all CBC Technology used, incorporated, stored or accessible therein, as implemented on the CBC System and made accessible to Subscriber through the Internet using the Password.

(3) Effective Date: The term "Effective Date" shall mean the date the Subscriber receives the Password from CBC or accesses Health Insurance Online Quotation Engine, whichever occurs first.

(4) CBC Marks: The term "CBC Marks" shall mean trademarks, trade names, service marks and trade dress of CBC and parent companies, subsidiaries and affiliates of CBC, including, without limitation, the mark Health Insurance Online Quotation Engine, and the Health Insurance Online Quotation Engine design, and the mark Health Insurance.

(5) Health Insurance Online Quotation Engine: The term “Health Insurance Online Quotation Engine" shall mean computer systems and communication equipment used for hosting Health Insurance Online Quotation Engine and providing Subscriber access to Health Insurance Online Quotation Engine.

(6) CBC Technology: The term "CBC Technology" shall mean any and all Technology developed by or for CBC.

(7) Internet: The term "Internet" shall mean that certain global network of computers commonly referred to as the Internet, including (without limitation) the world wide web.

(8) Licensed Content: The term "Licensed Content" shall mean third party Technology incorporated in whole or part into Health Insurance Online Quotation Engine.

(9) Link: The term "Link" shall mean text, icons, graphic symbols that upon selection or activation, link or associate to execute, access or retrieve an off-screen website or Technology.

(10) Password: The term "Password" shall mean that certain password and SUBSCRIBER name assigned by CBC to Subscriber for accessing Health Insurance Online Quotation Engine as may be modified from time to time as provided hereunder.

(11) Policy Statement: The term "Policy Statement" shall mean those certain written statements of policies (in printed or electronic form) concerning access to Health Insurance Online Quotation Engine as may be adopted by CBC and as modified by CBC from time-to-time.

(12) Restatements: The term "Restatements" shall mean Section 757 of the Restatement of Torts, Section 39 of the Restatement (Third) of Unfair Competition, Section 1 of the Uniform Trade Secrets Act and 18 U.S.C. ô1839.

(13) Subscriber: The term "Subscriber" shall mean the individual or entity assigned the password used to access Health Insurance Online Quotation Engine.

(14) Technology: The term "Technology" shall mean information, data, ideas, works of authorship, computer software, source code, object code, executable code, software libraries, documentation, databases, database designs, data dictionaries, data models, fields, records, scripts, texts, interfaces, interface designs, screen displays, websites, web pages, Links, visual works, graphic images, audio, video, compilations, formulas, methodologies, techniques, processes, procedures, adaptations, derivative works, computers, hardware, peripherals, components, networks, product lists, supplier lists and customer lists.

(15) Term: The term "Term" shall mean a period of time starting on the Effective Date and ending on the date either party cancels the Password as provided hereunder.

(16) Unauthorized Access: The term "Unauthorized Access" shall mean any access to Health Insurance Online Quotation Engine except for access during the Term for the exclusive purpose of viewing, browsing, retrieving, uploading and posting information on and ordering supplies through Health Insurance Online Quotation Engine using the Password on behalf of Subscriber in accordance with this Agreement.

(17) Unauthorized User: The term "Unauthorized User" shall mean any individual who accesses Health Insurance Online Quotation Engine except for Subscriber and employees and agents of Subscriber authorized by Subscriber to access Health Insurance Online Quotation Engine for purposes of viewing, browsing, retrieving, uploading and posting information on and ordering supplies through Health Insurance Online Quotation Engine during the Term using the Password on behalf of Subscriber in accordance with this Agreement.

(18) Website: The term "website" shall mean that certain multimedia interactive product which is a compilation of data, information, computer software, graphics, audiovisual, components and coding formatted for use on the world-wide-web of the Internet and commonly referred to as a website.
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ARTICLE II: SCOPE OF USE

Section 2.01 -- Access: CBC. hereby grants Subscriber a non-exclusive, non-transferable and revocable license to access Health Insurance Online Quotation Engine during the Term, solely for viewing, browsing, retrieving, uploading and posting information, and ordering supplies on or through Health Insurance Online Quotation Engine, subject to the terms and provisions of this Agreement.

Section 2.02 -- Policy Statement: During the Term, Subscriber shall comply with the Policy Statement. CBC may modify the Policy Statement from time to time at the exclusive discretion of CBC.

Section 2.03 -- Password: Subscriber hereby accepts responsibility for, and shall be liable for, all access to Health Insurance Online Quotation Engine in connection with the Password. Subscriber shall be responsible for the confidentiality of the Password. Modification of the Password shall be subject to the approval of CBC.

Section 2.04 -- Unauthorized Access: Subscriber shall prevent Unauthorized Users from accessing Health Insurance Online Quotation Engine. Subscriber shall prevent Unauthorized Access to Health Insurance Online Quotation Engine.

Section 2.05 -- Cancellation: CBC may cancel the Password, for convenience and in the exclusive discretion of CBC upon providing written notice of such cancellation to Subscriber in accordance with Section 5.06 of this Agreement. Subscriber may cancel the Password, for convenience and in the exclusive discretion of Subscriber, upon providing written notice of such cancellation to Subscriber in accordance with Section 5.07 of this Agreement. Upon cancellation of the Password, Subscriber shall immediately cease and desist any and all access to and attempts to access Health Insurance Online Quotation Engine.
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ARTICLE III: INTELLECTUAL PROPERTY

Section 3.01 -- Ownership and Title: Title to Health Insurance Online Quotation Engine (excluding Licensed Content), including ownership rights to any and all patents, copyrights, trademarks and trade secrets in connection therewith shall be the exclusive property of CBC.

Section 3.02 -- Unauthorized Use: Subscriber shall not copy or download Health Insurance Online Quotation Engine without the prior written consent of CBC. Subscriber shall not access, modify, reverse engineer, reproduce, display, perform or distribute, including (without limitation) by framing or similar means, Health Insurance Online Quotation Engine without the prior written consent of CBC. Subscriber shall not (directly or indirectly) promote, advertise, market or provide any website similar to or competitive with Health Insurance Online Quotation Engine.

Section 3.03 -- Trademarks: CBC shall retain all rights, title and ownership interests in the CBC Marks and goodwill associated therewith. Subscriber acknowledges that, excepting the CBC Marks, all other product, service and company names mentioned in Health Insurance Online Quotation Engine may be trademarks of their respective owners.

Section 3.04 -- Proprietary Information: Subscriber shall hold CBC Technology in strict confidence and shall not access or disclose CBC Technology except as otherwise permitted under this Agreement. Subscriber hereby acknowledges and agrees that the CBC Technology derives independent economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; is the subject of reasonable efforts under the circumstances to maintain its secrecy; and is a trade secret as defined under the Restatements.

Section 3.05 -- No Contest: Subscriber shall not contest or aid in contesting the ownership or validity of the copyrights, trademarks, service marks and trade secrets (as applicable) of CBC in connection with Health Insurance Online Quotation Engine.

Section 3.06 -- Subscriber Submissions: Any Technology (except the Password and ordering information) uploaded, posted or submitted by Subscriber on Health Insurance Online Quotation Engine shall be deemed non-confidential. Subscriber hereby grants CBC an irrevocable, worldwide, perpetual, nonexclusive license to access, use, reproduce, modify, adapt, release, perform, display, distribute, sell and disclose such Technology, in whole or in part, in any manner and for any purpose whatsoever, and to have and authorize others to do so. Subscriber represents and warrants that Subscriber possesses all necessary rights, title and interests to rightfully grant CBC the foregoing license, free and clear of any encumbrances, third party interests and restrictions. Subscriber also represents and warrants that all information provided by Subscriber in connection with Health Insurance Online Quotation Engine and this Agreement is true, complete and accurate.
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ARTICLE IV: WARRANTY AND INDEMNIFICATION

Section 4.01 -- Express Warranties: Subscriber hereby acknowledges and agrees that CBC (including officers, employees, agents, directors and independent contractors of CBC) has not made or granted to Subscriber any express warranties concerning Health Insurance Online Quotation Engine or any products and services offered through Health Insurance Online Quotation Engine. Subscriber hereby acknowledges that Health Insurance Online Quotation Engine does not constitute grant of an express warranty concerning any products and services offered through Health Insurance Online Quotation Engine and Subscriber hereby waives any and all claims of warranty based on Health Insurance Online Quotation Engine.

SECTION 4.02 -- WARRANTY LIMITATION: HEALTH INSURANCE ONLINE QUOTATION ENGINE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CBC, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIMS AND SUBSCRIBER HEREBY WAIVES ALL WARRANTIES BY CBC, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS IN CONNECTION WITH HEALTH INSURANCE ONLINE QUOTATION ENGINE AND PRODUCTS AND SERVICES OFFERED THROUGH HEALTH INSURANCE ONLINE QUOTATION ENGINE. CBC DOES NOT WARRANT AND SUBSCRIBER HEREBY WAIVES ANY WARRANTY THAT USE OF OR ACCESS TO HEALTH INSURANCE ONLINE QUOTATION ENGINE BY SUBSCRIBER WILL BE UNINTERRUPTED OR ERROR FREE. CBC DOES NOT MAKE ANY WARRANTY AND SUBSCRIBER HEREBY WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM USE OF HEALTH INSURANCE ONLINE QUOTATION ENGINE OR AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF HEALTH INSURANCE ONLINE QUOTATION ENGINE. SUBSCRIBER HEREBY ACKNOWLEDGES AND AGREES THAT USE OF THE INTERNET AND HEALTH INSURANCE ONLINE QUOTATION ENGINE SHALL BE AT THE SOLE AND EXCLUSIVE RISK OF SUBSCRIBER AND SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE LAWS AND CODES OF CONDUCT GOVERNING THE INTERNET AND HEALTH INSURANCE ONLINE QUOTATION ENGINE.

Section 4.03 -- Inaccuracies: Subscriber hereby acknowledges that Health Insurance Online Quotation Engine may contain errors, inaccuracies and omissions. Subscriber shall assume any and all risk of loss, harm or damage associated with Subscriber access to and use of Health Insurance Online Quotation Engine.

SECTION 4.04 -- LIMITATION OF LIABILITY: CBC SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH (I) USE, PERFORMANCE OR OPERATION OF HEALTH INSURANCE ONLINE QUOTATION ENGINE; (II) USE, PERFORMANCE OR OPERATION OF THE INTERNET OR USE OF THE INTERNET BY SUBSCRIBER; (III) LOSS OF DATA; AND (IV) PRODUCTS AND SERVICES OFFERED THROUGH HEALTH INSURANCE ONLINE QUOTATION ENGINE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, AND REGARDLESS OF WHETHER CBC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE.

SECTION 4.05 -- LIMITATION OF DAMAGES: THE SOLE REMEDY OF SUBSCRIBER FOR ANY REASON AND FOR ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT, HEALTH INSURANCE ONLINE QUOTATION ENGINE, AND PRODUCTS AND SERVICES OFFERED THROUGH HEALTH INSURANCE ONLINE QUOTATION ENGINE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, SHALL BE MODIFICATION OF HEALTH INSURANCE ONLINE QUOTATION ENGINE, AS DETERMINED BY CBC.

Section 4.06 -- Indemnification: Subscriber shall release, defend, indemnify and hold harmless CBC (including its officers, directors, employees, affiliates, contractors and agents) from and against any expense, loss, cost or liability (including, without limitation, attorney fees and paralegal fees) arising from any and all claims, demands, damages or actions resulting from or related to (i) use by Subscriber of the Internet, Health Insurance Online Quotation Engine or products or services offered through Health Insurance Online Quotation Engine (including, without limitation, any claims for breach of warranty, loss of data, libel, slander, invasion of privacy or false advertising); (ii) performance of Health Insurance Online Quotation Engine: (iii) Subscriber's negligence or any tortious acts (or failures to act) of Subscriber; (iv) products or services offered through Health Insurance Online Quotation Engine; and (v) any breach by Subscriber of the obligations of Subscriber under this Agreement.

Section 4.07 -- Export Assurance: Subscriber shall not perform any act in conflict with or in violation of the export laws and regulations of the United States of America, including (without limitation) the Export Administration Act, 50 U.S.C. ô2401, et seq., the Export Administration Regulations, 15 C.F.R. Parts 730-774, the Arms Export Control Act, 22 U.S.C. ô2751, and the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130, as amended.

Section 4.08 -- Links: Subscriber hereby acknowledges that Health Insurance Online Quotation Engine may contain Links to third party websites. Any such Links are provided solely as a convenience to Subscriber and do not constitute an endorsement by CBC of such websites and the third party content therein.
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ARTICLE V: MISCELLANEOUS

Section 5.01 -- Entire Agreement: This Agreement contains the entire understanding of the parties relating to the subject matter hereof and supersedes all previous verbal and written agreements between CBC and Subscriber relating to the subject matter hereof.

Section 5.02 -- Amendments and Modifications: Excepting modifications made to the Policy Statement by CBC and modifications made to this Agreement by CBC , any alteration, modification or amendment of this Agreement shall be void unless such alteration, modification or amendment is in writing and signed by an authorized representative of CBC.

Section 5.03 -- Severability: If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.

Section 5.04 -- Captions: The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.

Section 5.05 -- Governing Law: Health Insurance Online Quotation Engine is based in Clark County, City of Las Vegas, Nevada. This Agreement shall be governed by the laws of the state of Illinois, without regard to any rules of conflict or choice of laws which may require the application of laws of another state, and venue shall be Clark County, City of Las Vegas, Nevada.

Section 5.06 -- Subscriber Notice: All notices to Subscriber shall be in writing. Notices to Subscriber shall be deemed delivered when posted conspicuously on Health Insurance Online Quotation Engine or when delivered to Subscriber electronically, by commercial overnight delivery service, by Certified or Registered Mail - Return Receipt Requested - or by hand. Notices to Subscriber shall be deemed given when dispatched. Notices posted conspicuously on Health Insurance Online Quotation Engine or delivered to Subscriber electronically (including, without limitation, electronic mail) shall be deemed written notices.

Section 5.07 -- CBC Notice: All notices to CBC shall be in writing. Notices to CBC shall be deemed delivered when delivered by commercial overnight delivery service, Certified or Registered Mail - Return Receipt Requested - or by hand to the address set forth below for CBC Notices to CBC shall be deemed given on the date notice is received by CBC (as evidenced in the case of Certified or Registered Mail by Return Receipt).

Corporate Office
Custom Benefit Consultants, Inc.
7660 W Cheyenne Ave., Suite 109
Las Vegas, NV 89129
P - 702 838-2777
T - 800 309 9029
F – 702 838-2827

Southern California
CBC Benefit & Insurance Services
30012 Aventura, Suite B
Rancho Santa Margarita, CA 92688
P – 949 835 1132
F – 949 835 1150

Section 5.08 -- Pronouns/Gender: Pronouns and nouns shall refer to the masculine, feminine, singular or plural as the context shall require.

Section 5.09 -- Remedies: All remedies under this Agreement are in addition to equitable remedies and remedies provided by law and are cumulative. The parties hereby acknowledge and agree that damages at law will be an inadequate remedy to CBC . In addition to remedies at law and other rights which may be available,
CBC shall have the right of specific performance, injunction or other equitable remedy (including, without limitation, the right to such equitable remedies prior to or pending arbitration) in the event of a breach or threatened breach of this Agreement by Subscriber.

Section 5.10 -- Waiver: Waiver of a breach of this Agreement shall not constitute a waiver of any other breach. Failure to enforce any provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the waiving party.

Section 5.11 -- Survival: The terms and provisions of Sections 2.04 and 2.05 and Articles I, III, IV and V of this Agreement shall survive cancellation of the Password.

Section 5.12 -- Public Announcements: All public announcements concerning Health Insurance Online Quotation Engine or the relationship of Subscriber and CBC shall be subject to the prior written approval of CBC.

Section 5.13 -- Arbitration: Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules (excluding Expedited Procedures) of the American Arbitration Association in the city of Las Vegas, Nevada. Judgment upon the award rendered by the arbitrators may be entered in any Court having jurisdiction thereof, unless a subsequent request for reconsideration has been filed by CBC under this Section 5.13. Three qualified arbitrators shall be appointed in accordance with the Commercial Arbitration Rules (excluding Expedited Procedures) of the American Arbitration Association and this Agreement. Such qualified arbitrators shall be members of the Illinois Bar and shall have at least five years of experience in technology and commercial law matters. Each party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure. A stenographer shall be present at the arbitration proceedings and the stenographic record shall be the official record of the proceeding. The arbitration award shall be in writing and shall include findings of fact and conclusions of law. CBC shall have the right to appeal any decision of the arbitrators by filing a request for reconsideration of such decision with the American Arbitration Association within ninety days of receiving such decision. Upon receiving such request for reconsideration, the American Arbitration Association shall reconsider the matter de novo using a different panel of three appellate arbitrators and the foregoing procedures. Such panel of appellate arbitrators shall be selected using the same procedures as used to select the original arbitrators. Each party shall pay an equal share of the fees and expenses of the arbitrators and administrative fees and expenses of the arbitration. Florida Statute ô682 shall apply.

Section 5.14 -- Litigation Expense: In the event of litigation or arbitration arising out of or relating to this Agreement, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration).

Updated June 2, 2008

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