Subscriber Terms and Conditions of Use of My.BrokerCEO.com

The following terms and conditions of use (the "Terms and Conditions") set forth the standards of use of the My.BrokerCEO.com (the "Service") by you. My.BrokerCEO.com is owned and operated by The UDGS, LLC. BY USING THE SERVICE, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS. If you do not agree to the Terms and Conditions, you should not access or otherwise use the Service. This site and its operating entity ("We") reserve the right to change the Terms and Conditions, at any time without prior notice. Continued use of the Service following any change to the Terms and Conditions will constitute an acknowledgement and acceptance of the Terms and Conditions and its modifications.

1. Description of Service: The Service provides brokers the ability to enter and maintain client data and personal and medical history information for employees of their client as well as correspond electronically with their clients and insurance or discount program providers. The Service does not sell any type of insurance and is not an insurer or insurance broker, nor does it recommend, support or endorse any particular insurance plan, insurer or insurance broker. The Service enables you to enter and maintain client data and personal and medical history information for employees of your client in order for you, as authorized by your client, to request and receive insurance or discount program quotes from insurance companies, discount program representatives and other providers (the "Representatives"). Through the Service, you choose to provide information about your client, its employees and their dependents ("'User Information") which is in turn used by you to obtain and receive quotes from the Representatives. We have no responsibility whatsoever for your conduct or conduct of the Representatives who you may to obtain or provide quotes. We encourage you to review our Privacy Policy, which is incorporated herein by reference.

2. Your Use of the Service: You must be at least 18 years of age to use the Service. You warrant and agree that, while using the Service, you will not do any of the following: (a) impersonate any person or entity or misrepresent your affiliation with any person or entity; (b) submit false or misleading information; (c) exploit the Service for any commercial purpose; (d) engage in spamming or other similar activity; (e) restrict or inhibit others from using the Service; (f) engage in any conduct that would constitute a criminal offense or give rise to civil liability; (9) upload a virus or other harmful component; (h) attempt to gain unauthorized access to the Service or to other systems through the Service; (i) take any other actions that would damage, overburden, interfere with, or otherwise harm the Service or the use of the Service by any other party. You acknowledge and agree that you are solely responsible for the accuracy of the User Information you submit. We may delete, or destroy User Information at any time and we reserve the right to refuse to post or to remove any User Information, in whole or in part, that we, in our sole discretion, believe to be inappropriate.

3. Disclaimer: The Service is provided on an "'as is" and "as available" basis. To the fullest extent permitted by law we make no representations or warranties of any kind, express or implied, regarding the use of the Service. We disclaim all warranties regarding the accuracy or reliability of the information provided, including the

implied warranties of merchantability and fitness for a particular purpose, and non-infringement. WE DO NOT WARRANT THAT THE SERVICE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS. NO ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITIEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

WE MAKE NO WARRANTIES REGARDING THE CARRIER AFFILIATION OF ANY BROKER OR REPRESENTATIVE WHO MAY USE YOUR INFORMATION TO OBTAIN QUOTES OR WHETHER THEY WILL BE ABLE TO OFFER YOU COVERAGE. WE EXPRESSLY DISCLAIM ALL RESPONSIBILITY FOR THE ACTIONS OF ANY BROKER OR REPRESENTATIVE WHO MAY USE YOUR INFORMATION TO OBTAIN QUOTES OR WHO MAY CONTACT YOU. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOUR SOLE REMEDY IS TO DISCONTINUE ITS USE.

4. Limitation of Liability: WE SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR, WE SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR ANY DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE SERVICE OR THE INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGESARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTUE, IN EQUITY, AT LAW OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. Indemnification: You agree to indemnify and hold harmless the Service (and its parents, directors, officers, employees, subsidiaries, agents, and affiliates) from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees and costs, due to or arising in any way from the use or misuse by you of the Service, your violation of these Terms and Conditions, your violation of any law, or infringement by you of any right of any person or entity.

6. Proprietary Rights: We retain all rights, title and interest in and to the Service, including all content, data, materials, code, the look and feel, the design, etc. and retain all intellectual property and proprietary rights therein. Third party marks are the property of their respective owners. Use of the Service by you does not grant to you ownership and any commercial use or exploitation of the Service by you is expressly prohibited. You may not exploit, copy, distribute, or reproduce any of the Service. Doing so may be a violation of applicable federal and state laws and may subject you to liability.

7. Third Party Information and Trademarks: All content provided on this site about third parties (including companies and brokers) is provided for informational purposes only. Such content is not an endorsement of or a recommendation for any third party. It does not imply, directly or indirectly, any sponsorship or affiliation with such third parties, and no, guarantees regarding the same are made herein. All third party trademarks are the property of their respective owners.

8. Links to Third Parties: The Service may include links to other sites on the Internet. The links do not constitute an endorsement by or an association with the Service. We are not responsible for the availability, content, or privacy practices of the sites to which we link. We encourage you to review the privacy policies and terms of use of those sites.

9. Governing Applicable Law: These Terms and Conditions are governed by the laws of the State of Texas. You agree to the personal and exclusive jurisdiction of the courts in the state of Texas. We do not represent that the Service is appropriate, legal, or available for use in other locations. You must assume knowledge of law applicable to you and may not use the Service in violation of any applicable law, regulation or requirement.

10. Assignment: We retain the right to assign these Terms and Conditions and all other agreements referenced herein to a third party at our discretion.

11. Other: If any provision of the Terms and Conditions is found to be invalid or unenforceable, the other provisions shall remain in full force and effect. Further, you agree that for any provision that may be found to be invalid or unenforceable, you shall ask the court to endeavor to give effect to the intent of the provision. These Terms and Conditions constitute the full understanding between you and us. You agree that any claim by you arising from or related to the Service must be filed within twelve (12) months of your use of the Service, regardless of any statute or law to the contrary.