This Insurance Lead Referral Agreement (this "Agreement") is intended to be a binding contract between the person and/or company (hereinafter, "Agent") named on the accompanying registration form ("Registration Form") and IdentityWEB, Inc., a California corporation, dba Lead.Net (hereinafter, "Lead.Net"). Please read this Agreement carefully. If the Agreement is acceptable to you, "sign" the Agreement by clicking "Agree" at the end of the Agreement.

1. Insurance Leads - Lead.Net offers insurance and personal finance quotes ("Quote(s)") to consumers through LifeInsurance.Net, Annuity.Net and 4BestQuotes.Com (with other sites currently in development). Persons desiring Quotes are asked to provide the following information in Lead.Net’s on-line Quote Request Form: (a) name, (b) address, (c) phone number and/or email address, (d) best time to call, (e) age (f) gender (g) height/weight (h) tobacco use and type (i) general health history and (j) other insurance related information as available. As used in this Agreement, the word "Prospect" means a person requesting a Quote in Lead.Net’s on-line Quote Request Form, and the word "Lead" means all of the information provided by the Prospect in the Quote Request Form. Lead.Net sells Leads to insurance and financial professionals through its Lead Referral System (the "Lead Referral System" or the "System"). Lead.Net may sometimes includes additional information with each Lead, such as the name of the web site through which the Prospect submitted the Quote Request Form.
   
   
2. Participation In Lead Referral System - By clicking "Agree" at the end of the Agreement, Agent becomes a participant in the Lead Referral System, agrees to be bound by all of the terms and conditions of this Agreement, and becomes eligible to purchase the various services offered by the System. The Lead Referral System services and the fees for those services are listed at "Services and Fees" at http://www.lead.net/ (select "services & fees" from the main menu)and are subject to change as provided in this Agreement. Lead.Net services & Fees are incorporated into this Agreement as though set forth in full. Agent agrees to pay, on or before the due date, all sums owed by Agent to Lead.Net under or in connection with this Agreement.
   
   
3. Purchase of Leads - Agent agrees to purchase exclusive Leads at the prices set forth in Lead.Net's then current price list (see Lead.Net Services & Fees). Agent shall not be obligated to purchase more Leads than Agent indicates when setting up Agent’s account. Agent may request a higher or lower number of Leads at any time logging onto Agent’s Account at http://www.lead.net/ (select "request leads" from the main menu) and setting Agent’s Lead Limits to the level Agent desires. Leads are subject to availability, and prices are subject to change. Lead.Net will not intentionally send any Exclusive Lead to any insurance company or agency, except the participating agent who purchases that Lead, for a period of one year.
   
   
4. Servicing Leads - Within forty-eight hours (48) after receiving each Lead, Agent shall contact the Prospect named in the Lead by telephone or email, shall request additional information if necessary to prepare the requested Quote and shall promptly provide the requested Quote to the Prospect. If a Lead includes the name of the web site through which the Prospect submitted the Quote Request Form, then Agent shall, in Agent’s first contact with the Prospect, name the web site and state that Agent obtained Prospect’s name from that site.
   
   
5. Confidentiality; Compliance With Laws - Agent agrees to maintain the privacy and confidentiality of all Leads received by Agent and all other information provided by Prospects to Agent (collectively, "Confidential Information"). Agent agrees not to resell or distribute any Confidential Information or other information received from Lead.Net, and to use Confidential Information exclusively for the preparation and delivery of personal finance or insurance quotations, policies and services, for the Prospect providing the Confidential Information. Agent also agrees to comply with all laws, regulations, rules, and ethical and professional standards (collectively, "Laws") applicable to Agent, Agent’s Licenses (as hereinafter defined) or Agent's business.
   
   
6. Payment Arrangements - Until this Agreement is cancelled in accordance with the terms hereof, Agent hereby authorizes Lead.Net to charge the credit card account provided by Agent in the Registration Form, or any other credit card account substituted by Agent from time to time (collectively, "Agent’s Credit Card") for all charges owed by Agent to Lead.Net under or in connection with this Agreement. Cancellation of credit card authorization shall apply only to charges arising after the date of cancellation. On or about the first day of each month, Lead.Net will send to the e-mail address provided by Agent a monthly statement describing charges, if any, for Leads received during the previous month. Lead.Net will automatically charge the Agent's credit card no later than the fifth day of the month. Notwithstanding the foregoing provisions, Lead.Net reserves the right to charge the Agent's credit card twice each month, and to require payment by money order, cashier's check or other secure form of payment. If we take action to receive payment beyond invoicing you for Leads, you must pay our costs and expenses of collection, including attorneys' fees, the fees of any collection agency and court costs.
   
   
7. Crediting of Defective Leads - If the Prospect named in any Lead denies submitting a Quote request, or if the information contained in the Lead (e.g., name, phone number, postal address, or health history) is determined to be incorrect or misleading in Lead.Net’s reasonable discretion, Agent shall be entitled to receive a credit for such Lead. Agent may request credit for such Leads at any time during the current billing cycle, which is a complete calendar month. If Agent is not able to request credit for such Leads before the conclusion of the billing cycle, there is an additional 15-day grace period ("Grace Period") during which Agent may request credit. No credit will be given: (a) after the Grace Period, (b) for Leads containing immaterial errors or inaccuracies, or (c) because Agent was unable to make a sale to the Prospect.
   
   
8. Fees - All fees paid for Leads are non-refundable. The initial registration fee is refundable if Agent gives Lead.Net written notice of cancellation within thirty (30) days after initiation of service.
   
   
9. Agent’s Background and Qualifications For Participation in System - Agent acknowledges and agrees that the Lead.Net Lead Referral System accepts only reputable insurance and financial professionals who satisfy Lead.Net’s standards and requirements. Agent therefore agrees that Lead.Net may, at its option, investigate Agent’s background and qualifications, including but not limited to: Agent’s Licenses, professional affiliations, employment history, credit history and criminal record, if any.
   
   
10. Termination of Agreement - Either party may cancel this Agreement at any time, with or without cause, by written notice to the other party. Notice of cancellation by Agent must include Agent’s full name, Account Name and Password for proper identification. Agent may cancel by sending an email to Lead.Net at cancellation@lead.net, with "cancellation" typed in the subject field and the foregoing information included in the body of the message. Lead.Net may cancel by email notice to Agent at Agent’s last known email address.
    
    
11. Terms Subject to Change - This Agreement is subject to change by Lead.Net at any time. All changes shall be posted at http://www.lead.net/ (select "terms of service" from the main menu) at least ten (10) days before the effective date of each change. In addition, Lead.Net will notify Agent of any changes by email. Changes shall become effective ten (10) days after emailing to Agent. Agent’s failure to cancel this Agreement within such period shall constitute Agent’s agreement to be bound by the new terms.
    
    
12. No Joint Venture - 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.
    
    
13. Representations and Warranties of Agent - Except as explained in the "Additional Comments" section of the Registration Form, each of the following statements is true, complete and correct:
    
    (a) Agent has all licenses, certifications and other governmental and non- governmental authorizations required for the conduct of Agent's business as an insurance agent or broker and/or financial planner, including without limitation the licenses listed on the Registration Form (collectively, the "Licenses"). All of the Licenses are valid and in good standing.
    
    (b) Agent has not been disciplined or threatened with discipline by any governmental authority or professional association for any violation or alleged violation of any law, regulation, rule or ethical standard applicable to Agent, Agent’s Licenses or Agent's business; and no disciplinary proceeding involving Agent is pending or threatened.
    
    (c) Agent has not, in the past ten years, been convicted of any felony or misdemeanor (or comparable violation of law) anywhere in the world, and no criminal or comparable proceeding is now pending against Agent anywhere in the world.
    
    (d) Agent has never been disciplined or fired for cause by any insurance company.
    
    
14. Agent to Notify Lead.Net of Certain Matters - Agents shall promptly notify Lead.Net in writing of: (a) any change in the expiration date or status of Agent’s Credit Card; (b) any change in Agent’s home, office or billing address; (c) any change in Agent’s telephone numbers, (d) any change in Agent’s email address (e) any change in any of the matters contained in Agent’s Representations and Warranties, including any change in the status of any of Agent’s Licenses, and (f) any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of Agent’s user name or password.
    
    
15. Indemnity - Agent agrees to indemnify, defend and hold Lead.Net harmless from and against any claim, liability, cost, loss, demand, damage, judgment or award (including but not limited to (a) court costs and (b) attorney and expert witness fees and costs for counsel and experts chosen and directed by Lead.Net) arising from or in connection with any (a) any false statement in any of Agent’s representation or warranties contained in this Agreemeent or (b) any breach by Agent of any of Agent’s covenants and agreements contained in this Agreement, including but not limited to Agent’s agreements regarding Confidiential Information and regarding Agent’s ongoing compliance with Licenses, Laws and Professional Standards.
    
    
16. Leads Not Screened - Agent acknowledges that Lead.Net does not investigate or screen any Prospect in any manner whatsoever. Rather, Agent acknowledges that Lead.Net simply forwards the names of Prospects to Agents as part of the Leads. Agent agrees to exercise due care and prudence in dealing with Prospects, including all reasonable care necessary to determine each Prospect’s financial condition and to protect Agent’s personal safety.
    
    
17. LIMITATION OF LIABILITY - LEAD.NET MAKES NO WARRANTY REGARDING ITS WEB SITES OR THE SYSTEM, AND LEAD.NET 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, LEAD.NET DOES NOT WARRANT THAT LEAD.NET’S WEB SITES OR THE SYSTEM WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION. IN NO EVENT SHALL LEAD.NET BE LIABLE TO AGENT 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 ANY LEAD OR WITH THE SYSTEM OR WITH ANY DEFECT, MALFUNCTION OR NON-OPERATION OF ANY WEB SITE. IF LEAD.NET IS EVER DETERMINED TO HAVE ANY LIABILITY TO AGENT ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH THE SYSTEM, ANY LEAD OR THIS AGREEMENT, IN NO EVENT SHALL SUCH LIABILITY EXCEED THE TOTAL AMOUNT OF ALL FEES AND CHARGES PAID BY AGENT UNDER THIS AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
    
    
18. 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. 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 entered into and performed entirely in California between California residents, and without reference to any law, rule or decision pertaining to conflicts of laws. No waiver of any term or condition of this Agreement will be valid or binding on a party unless agreed upon by such party in writing by. 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 any of its rights or obligations under this Agreement without the prior written consent of the other party, 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. Except as expressly set forth herein, 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. Agent agrees to provide such additional information as Lead.Net may reasonably request from time to time. Agent agrees to sign a paper copy of this Agreement promptly upon written request from Lead.Net, but Agent agrees that Agent is bound by this Agreement even if a paper copy is never signed. Faxed signatures shall be valid as originals. 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 Lead.Net are reserved.