The Benefit Network Web Portal Online User Agreement
BY ENTERING THIS WEBSITE, YOU ACCEPT AND AGREE TO BE LEGALLY BOUND BY THIS ONLINE USER AGREEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME (AS FURTHER DESCRIBED BELOW) AND AGREE TO ALL OPERATING POLICIES OF THE THE BENEFIT NETWORK WEB PORTAL THAT MAY BE PUBLISHED BY THE BENEFIT NETWORK FROM TIME TO TIME, ALL OF WHICH ARE INCORPORATED INTO THIS ONLINE USER AGREEMENT BY THIS REFERENCE.
IF YOU DO NOT ACCEPT THIS ONLINE USER AGREEMENT, YOU MAY NOT USE THE THE BENEFIT NETWORK WEB PORTAL IN CONNECTION WITH ANY OF THE SERVICES OFFERED ON OR THROUGH THE BENEFIT NETWORK WEB PORTAL.


What the Online User Agreement Covers.
This Online User Agreement consists of the terms set forth below including, without limitation, the Consent to Use of Electronic Signatures and Records and all of The Benefit Network's Operating Policies (collectively, the "Agreement") and constitutes the entire agreement between you and The Benefit Network with respect to your use of The Benefit Network Web Portal ("TBN Web Portal"). This Agreement does not modify, alter or amend any other agreement you have entered or will enter into with The Benefit Network or any of its related or affiliated entities, but instead supplements those agreements. To the extent that any provision of this Agreement conflicts with any provision of your other agreements with The Benefit Network or any of its related or affiliated entities, the terms of such other agreement, shall, as to the subject matter of that other agreement, take precedence over the conflicting term(s) of this Agreement.

About The Benefit Network.
The Benefit Network ("The Benefit Network"), is an online insurance marketing agency that provides certain financial products and services (collectively, the "Services") to businesses and consumers. Throughout this Agreement, the use of "we," "our," "us" and any other derivatives therefrom shall mean The Benefit Network.

Use of Trademarks and advertising guidelines. You are granted the right to use the trademark and logo for local advertising purposes only with prior approval. Under no circumstances may you co-brand ads or direct mail with any particular carrier logo.

About The Benefit Network Web Portal.
The Benefit Network Web Portal is an electronic service that permits authorized users to access the Services offered through the TBN Web Portal from computers and other access devices owned or operated by such authorized users. You are solely responsible for obtaining such devices and for obtaining access to the TBN Web Portal. You also are solely responsible to pay any and all service fees associated with such devices and/or access. The Benefit Network shall have the right, in its sole discretion, to refuse or restrict anyone from access to any or all of TBN Web Portal at any time.

Authorized Users.
Only those persons who have been issued a user id by The Benefit Network shall be permitted access to the TBN Web Portal. Throughout this Agreement, the use of "authorized user," "you," "your" and any other derivatives therefrom shall include, as applicable: (a) you in the case of use of TBN Web Portal for your own personal use; and (b) the organization on whose behalf you are accessing and/or using the TBN Web Portal in the case of use of TBN Web Portal for the benefit of your organization.

UserID/Password Use.
As an authorized user of the TBN Web Portal, each authorized individual will receive a user id from The Benefit Network. Upon initial access to the TBN Web Portal, each authorized individual will be required to establish a password that is personal to him or her. The Benefit Network reserves the right to require each authorized individual to periodically change his or her password. You agree to exercise reasonable care and control to maintain the security of any user id, password and account with The Benefit Network (collectively, "Account Information"). You shall not disclose the Account Information to anyone else, and you shall not use anyone else's Account Information. You agree to notify us immediately about any unauthorized use of the Account Information or any breach of security. You further agree that The Benefit Network shall not be responsible for any failure by you or any other authorized individual to comply with this Section or any loss or damage arising out of, or related to, use of the Account Information by you, any authorized individual or anyone other than The Benefit Network.

Right to Modify Services.
The Benefit Network reserves the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the Services, the TBN Web Portal, or any part thereof, with or without notice and in its sole discretion. This includes the right to modify, discontinue or remove any content, postings, links, pages, services or other materials at any time and for any reason. You agree that The Benefit Network shall not be liable to you for any modification, general suspension or discontinuance of any of the Services and/or the TBN Web Portal.

Warranty Disclaimer; Limitation of Liability.
(a) YOU USE THE TBN WEB PORTAL SOLELY AT YOUR OWN RISK. TBN WEB PORTAL IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE BENEFIT NETWORK DOES NOT WARRANT THAT THE TBN WEB PORTAL, OR ANY PART THEREOF, WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
(b) THE BENEFIT NETWORK DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION PROVIDED ON THE TBN WEB PORTAL. UNDER NO CIRCUMSTANCES WILL THE BENEFIT NETWORK BE LIABLE FOR ANY LOSS OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES CAUSED BY RELIANCE ON THIS INFORMATION. CERTAIN MATERIAL AND INFORMATION AVAILABLE ON THE TBN WEB PORTAL MAY INCLUDE MATERIAL AND INFORMATION FROM THIRD PARTIES. THE BENEFIT NETWORK CANNOT GUARANTEE OR REPRESENT OR WARRANT THAT THE THIRD PARTY MATERIAL AND/OR OTHER INFORMATION PROVIDED THROUGH THE TBN WEB PORTAL IS ACCURATE, COMPLETE, TIMELY, APPROPRIATE TO YOU AND/OR INOFFENSIVE.
(c) YOU ACKNOWLEDGE AND AGREE THAT
(i) YOU ARE SOLELY RESPONSIBLE FOR ALL DECISIONS YOU MAKE BASED ON INFORMATION YOU OBTAIN ON OR THROUGH TBN WEB PORTAL;
(ii) YOU SHOULD EXERCISE YOUR OWN INDEPENDENT JUDGMENT IN MAKING ANY DECISIONS BASED ON INFORMATION YOU OBTAIN ON OR THROUGH THE TBN WEB PORTAL; AND
(iii) BEFORE MAKING ANY DECISIONS, IT IS YOUR SOLE RESPONSIBILITY TO CONSIDER WHETHER THE INFORMATION YOU OBTAIN ON OR THROUGH THE TBN WEB PORTAL IS APPROPRIATE IN LIGHT OF YOUR SPECIFIC NEEDS, OBJECTIVES, GOALS AND CIRCUMSTANCES.
(d) YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE BENEFIT NETWORK SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF THE TBN WEB PORTAL INCLUDING, WITHOUT LIMITATION, DAMAGES FOR NEGLIGENCE, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE BENEFIT NETWORK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE BENEFIT NETWORK FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THE TBN WEB PORTAL OR THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO ONE HUNDRED DOLLARS ($100.00).
(e) THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL OF OUR LIABILITIES IN THE AGGREGATE ARISING OUT OF OR RELATING TO THE TBN WEB PORTAL INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OF, OR YOUR INABILITY TO USE, THE TBN WEB PORTAL (OR ANY PART THEREOF). BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnity of The Benefit Network.
You agree to indemnify and hold The Benefit Network harmless, and, at The Benefit Network's request, to defend The Benefit Network from and against any claim, demand, cause of action, debt, loss, cost or liability, including reasonable attorneys' fees (collectively, "Costs"), to the extent that it is based upon, arises out of, or relates to your use of, or inability to use, the TBN Web Portal; provided, however, that you shall not be liable for any such Costs arising out of the gross negligence or willful misconduct of The Benefit Network.

Termination.
The Benefit Network shall have the right to suspend and/or terminate your access to the TBN Web Portal and/or to terminate this Agreement immediately, if, in its sole discretion, The Benefit Network believes that you have failed to comply with, or have breached, this Agreement. Without limiting the foregoing, if you use, or attempt to use, the TBN Web Portal for any purposes other than its intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of the TBN Web Portal), you may also be subject to civil and criminal liability.

Dispute Resolution.
If any claim or dispute shall arise between you and us in connection with, arising from, or in respect to the interpretation of this Agreement or regarding your use of the TBN Web Portal (with the exception of rights to injunctive relief with respect to Intellectual Property Rights (defined in Section 7 of the Acceptable Use Policy), then such dispute or controversy shall be submitted for arbitration to the Chicago, Illinois office of the American Arbitration Association in accordance with its commercial arbitration rules then in effect. Any such dispute or controversy shall be determined under the substantive law of the State of Illinois (notwithstanding its conflicts of laws principles) by one (1) arbitrator. Such arbitrator may award any relief which such arbitrator shall deem proper in the circumstances, without regard to the relief which would otherwise be available to either party hereto in a court of law or equity, including, without limitation, an award of money damages (including interest on unpaid amounts, calculated from the due date of any such amount, at a rate per annum determined by said arbitrator), specific performance and injunctive relief. The award and findings of such arbitrator shall be conclusive and binding upon the parties thereto, and judgment upon such award may be entered in any court of competent jurisdiction. Any party against whom an arbitrator's award shall be issued shall not, in any manner, oppose or defend against any suit to confirm such award, or any enforcement proceedings brought against such party, whether within or outside of the United States of America, with respect to any judgment entered upon the award, and such party hereby consents to the entry of a judgment against such party, in the full amount thereof, or other relief granted therein, in any jurisdiction in which such enforcement is sought. Notwithstanding any provisions in the Rules of the American Arbitration Association to the contrary, the party against whom the arbitrator's award is issued shall pay the fees of the arbitrator and the parties hereto hereby consent to the jurisdiction of any applicable state or federal court of general jurisdiction located in the County of Cook, State of Illinois and each irrevocably submits to the jurisdiction of such courts and waives any objection it may have to either the jurisdiction or venue of such court. Any notices or service or process required in connection with any arbitration hereunder or any related court proceedings shall be given in the manner provided for the giving of notices under this Agreement as set forth in Section 13 herein.

Choice of Law and Forum.
You and The Benefit Network each agree that the substantive laws of the State of Illinois, USA will govern with respect to all matters relating to or arising out of this Agreement, or the use (or inability to use) the TBN Web Portal, and that such laws will apply without regard to principles of conflict of laws. SUBJECT AND WITHOUT PREJUDICE TO THE DISPUTE RESOLUTION PROCEDURES SET FORTH ABOVE IN SECTION 10, YOU AND THE BENEFIT NETWORK AGREE AND HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE APPROPRIATE STATE AND FEDERAL COURTS LOCATED IN LAKE COUNTY,ILLINOIS, USA WITH RESPECT TO SUCH MATTERS.

Limitation on Claims.
REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO TBN WEB PORTAL MUST BE NOTICED FOR ARBITRATION IN ACCORDANCE WITH SECTION 10 ABOVE, FILED OR OTHERWISE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM OR CAUSE OF ACTION SHALL BE FOREVER BARRED.

Notices.
Any written notice required or permitted to be delivered pursuant to this Agreement shall be in writing and shall be deemed delivered: (a) upon delivery if delivered in person; (b) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid; (c) upon transmission if sent via telecopier, with a confirmation copy sent via overnight mail; or (d) one (1) business day after deposit with a national overnight courier, in the case of The Benefit Network addressed to The Benefit Network, 25310 Elm Grove, Barrington, IL 60010, Attention: President; and in your case to the address you provided during your registration with us.

Miscellaneous Terms.
The failure of The Benefit Network to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal or contractual effect. The Benefit Network shall have the right to assign this Agreement, as well as its rights and duties under this Agreement, to an affiliate. For purposes of this Agreement, "affiliate" shall mean any entity that now or in the future, directly or indirectly, controls, is controlled with or by or is under common control with The Benefit Network.

The Benefit Network's Right to Modify Agreement.
The Benefit Network reserves the right, at any time and from time to time, to update, revise, supplement and to otherwise modify this Agreement, or any part thereof, and to impose new or additional rules, policies, terms or conditions on your use of the TBN Web Portal. Such updates, revisions, supplements, modifications, and new and additional rules, polices, terms and conditions (collectively referred to in this Agreement as "Additional Terms") shall be effective immediately and incorporated into this Agreement upon notice thereof to you, which may be given by any reasonable means including by posting to the TBN Web Portal. Your continued use of the TBN Web Portal following such notice shall be deemed to conclusively indicate your acceptance of, and agreement to, any and all such Additional Terms.

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