This Affiliate Agreement (hereinafter the "Agreement") is made by and agreed to between DentalPlans.com, Inc. ("DP.C"), and you ("You", "the Affiliate"). As an Affiliate of DP.C, You are agreeing, in your capacity as an independent contractor, to a "Performance Marketing Program" facilitated by DP.C, in which You are providing services (a "Network Service") via the Internet. You hereby specifically agree and understand that You are not an employee of DP.C. A "Performance Marketing Program" (or "Program") is where a person, entity, affiliate or its agent operating one or more "Website(s)" (a domain or portion of a domain within the Internet and/or a subscription email list(s)) ( or "Publisher") may earn financial compensation ("Payouts") for "Purchases" (purchases of DP.C products) made from such Publisher's Website(s) or subscription emails by a "Visitor" (any person or entity that is not the Publisher or the Publisher's agent) through an Internet connection ("Link") to a Website or Website content operated by DP.C. DP.C compensates the Publisher, in accordance with this Agreement and the Program Payout specifications. 1 Relationship. As an Affiliate of DP.C, You, the Publisher, hereby specifically agree not to: (a) mislead others; (b) operate or utilize a Web site or email Link(s) to Web sites that contain or promote, any of these types of content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, or the offer of any illegal good or service, or Link(s) to a Web site(s) that does so; and/or (c) engage in spamming, indiscriminate advertising or unsolicited commercial email. DP.C may deem Your promotional activities inappropriate and a material breach of this Agreement based upon the foregoing, and/or on reasonable Internet business standards as they may evolve. If You are deemed in breach of this Section 1, DP.C shall provide You with notice and the opportunity to cure (in accordance with Section 6.2 below), except that no opportunity to cure shall be provided if You are in breach of Section 1(b). Any suspected fraudulent, abusive or otherwise illegal content or activity by You on Your Website(s) or in Your subscription emails, or that is perpetrated through use of the Network Service, is grounds for immediate termination of this Agreement or deactivation of "Your Account" (a memo account kept by DP.C on Your behalf), without prior notice by DP.C and may include referral to the appropriate law enforcement agencies (as DP.C deems appropriate). DP.C will not review all content on Your Web site or in Your subscription emails prior to the acceptance of your application as an Affiliate. However, You shall remain solely responsible for Your Website(s) and subscription email content. DP.C is, under no circumstances, responsible for the practices of any Affiliate or Publisher or such Affiliate's or Publisher's Website(s) and/or the content that an Affiliate makes available through the Network Service and/or the content of Publishers' subscription emails. 2.1 Linking to DP.C. During the Term of this Agreement, You will have the opportunity to earn Payouts through running one or more "Campaigns" (Pay-Per-Sale promotions). Upon approval by DP.C for acceptance into its Affiliate Program, You may post (and remove) Links from Your Website or subscription emails to DP.C's Website or Website content. If such Links are not periodically updated through the Network Service, You are obligated to update approved Links to DP.C's Website or Website content when notified to do so in order to earn Payouts. 2.2 Use of Links to DP.C. You may not place Links to the DP.C Website or DP.C Website content in newsgroups, message boards, unsolicited email and other types of spam, banner networks, counters, chatrooms, guestbooks, IRC channels or through similar Internet resources. You must place Links to the DP.C's Website or Website content in a manner that it is unlikely that the Links will mislead the Visitor, and in a manner that it is reasonably likely that the Links will deliver bona fide Sales by the Visitor to DP.C from the Link. None of Your promotional activities may infringe on DP.C's intellectual property rights (including but not limited to trademark rights), or the intellectual property rights of any other company or competitor of DP.C. You shall not cause any Sale to be made that is not in good faith, including, but not limited to, using any device, program, robot, Iframes, hidden frames, redirects or clicking on Links that You place to DP.C. You shall not establish or cause to be established any promotion that provides any rewards, points or compensation for Sales, or that allows third parties ("Sub-Publishers") to place DP.C's on its Website or in its emails, unless You expressly receive DP.C's prior written permission, after appropriate notification to and verification by DP.C. You shall be responsible for ensuring that each Sub-Publisher meets DP.C's eligibility requirements (as established from time to time), is bound by and complies with your Affiliate and Publisher duties imposed upon You (and where stated Sub-Publisher duties) as specified in this Agreement. In regard to any and all acts taken by your Sub-Publisher and any and all payment of Payouts due to your Sub-Publisher that shall accrue in Your Account. You hereby agree that You shall indemnify DP.C for all such acts of Your Sub-Publisher and payment of Payouts to any such Sub-Publisher without limitation. Breach of this Section 2.2 is cause for immediate termination from DP.C's Affiliate Program and/or termination of this Agreement. 2.3 Termination from DP.C's Program. After You have been approved as an Affiliate, DP.C may terminate You, one of Your Websites or subscription email lists, and/or Sub-Publisher(s) from any or all DP.C Programs at any time and for any reason and at the sole discretion of DP.C upon 7 days written notice ("Affiliate Termination Notice for Convenience"); unless the Advertiser is terminating You/Your Sub-Publisher upon notification to You for any of the following material breaches ("Affiliate Termination for Material Breach"): (a) operation of an illegal business through such Website and/or subscription email list; (b) engaging in any illegal activity of any type, including but not limited to displaying illegal content on Your Website and/or in Your subscription emails or offering any illegal good or service through Your Website and/or subscription emails; (c) operation of a Website or email Link to Websites that contain or promote, any of the following content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, or Link to a Website(s) that engage in such activity; (d) engaging in indiscriminate or unsolicited commercial advertising emails; (e) placing Links to Your Website in newsgroups, message boards, unsolicited email and other types of spam, banner networks, counters, chatrooms, guestbooks, IRC channels or through similar Internet resources; (f) causing or enabling any Sale to be made that is not in good faith, including, but not limited to, by means of any device, program, robot, Iframes, hidden frames, and redirects; (g) establishing or causing to be established any promotion that provides any rewards, points or compensation for Sales, or that allows third parties to place Links to DP.C's Website or Website content, without DP.C's prior written permission; (h) breach of the licensing provisions of this Agreement; (i) breach of any other intellectual property right provision of this Agreement or other of common law intellectual property rights of DP.C; and/or (j) diluting, blurring or tarnishing the value of DP.C's trademarks, tradenames, and/or service marks. DP.C may terminate You/Your Sub-Publisher from DP.C's Program or Campaign in DP.C's sole discretion. 3.1 Applicable Codes and Code Maintenance. In order for DP.C to record the tracking of Visitors' Sales resulting from clicks on DP.C Links on Your Website(s) and/or subscription emailings, two types of DP.C code must be included in and maintained within the DP.C's Links: "Impression Tracking Code" and "Sales Tracking Code" (collectively referred to as "Tracking Code"), and all DP.C Links and all internet publications ("Program Content") must be in a Network Service compatible format. You must contact DP.C Affiliate services for verification and authority. DP.C shall determine (where possible) actual Payouts that should be credited to Your Account, and alternatively apply an estimated amount of Payouts, if DP.C's Links are not functioning properly, or if Links to DP.C's Website through the Network Service are not functioning properly as the result of any act or omission on your part or the part of your Sub-Publisher. DP.C may temporarily deactivate your Account or terminate Your Account if You or your agent is responsible for the improper functioning of Program Content that You serve, or if You otherwise interfere with and/or fail to maintain the Impression Tracking Code and Transaction Tracking Code. 3.2 Network Service. Subject to Section 3.1, DP.C shall provide You with access to tracking and reporting tools, and to support services. From time to time DP.C may offer optional services for a fee. Fees for such optional services are at DP.C's then-current published rates or as may be quoted by DP.C, and are payable in advance or may be off-set against your positive Account balance (at DP.C's discretion). Tracking details regarding Visitor Sales may not always be available on a real-time basis and there may be reporting delays regarding some sales. DP.C may make available, for fees that DP.C shall publish from time-to-time, enhanced reporting capabilities and other services that are not included in the standard Network Service. On-line support service is available within the Affiliate' area. Phone support is provided during the operating hours of 8am-5pm, except on national and DP.C recognized holidays (local time and local holidays are applicable at all of DP.C's business offices). 3.3 DP.C's Payout Rate. DP.C shall establish through the Network Service a Payout rate for a qualifying Sale for each DP.C Program. Your Account will be credited with each Payout in accordance with DP.C's Program Payout rate for the relevant Program in regard to each Visitor Sale resulting directly from Links from each Affiliate or Affiliate Sub-Publisher's Website(s) or subscription emails to DP.C's Website or Website content. DP.C may discontinue Programs, or decrease any Payout rate upon 7 days written notice, effective on the 8th day from such notice. DP.C will send You a notice through the Network Service messaging system regarding each change in Payout rate(s) or Program discontinuation. 3.4 Payment. If on the 20th day of the month Your Account exceeds DP.C's "Minimum Balance Amount", as set by DP.C from time to time, for Sales reported for the previous month, DP.C will issue to You any positive balance in Your Account. DP.C shall have no obligation to make payment of any Payouts for which DP.C has not received payment from the relevant Visitor. If DP.C elects, in its own discretion, not to make payment to You for amounts not received from a Visitor, those amounts shall not be included in the Minimum Balance Amount. Your recourse for any earned Payouts not received by DP.C and not paid to You shall be to make a claim against the relevant Visitor and DP.C disclaims any and all liability for such payment. If Affiliate's Account has not been credited with a valid, paid Sale that has not been Charged-back during any rolling, six consecutive calendar month period ("Dormant Account"), a dormant account fee at DP.C's then-current rate shall be applied to Affiliate's Account each calendar month that Affiliate's Account remains an open yet Dormant Account or until your Account balance reaches a zero balance, at which time the Account shall become deactivated. Sales will not be counted if the Sale subsequently becomes a Charge-back or until the Charge-back period has expired (if applicable). Affiliate may close its Account and terminate this Agreement upon 30 days written notice in accordance with Section 6.1. The number or amount of Sales, credits for Payouts, and debits for Charge-backs, as calculated by DP.C shall be final and binding on You. You may have a negative balance if Your Account is debited amounts equivalent to previous Payouts for Charge-backs and You do not have an adequate Account balance to cover the Charge-back amounts. Whenever You have a negative balance, You must immediately remit a payment to DP.C in an amount sufficient to bring Your Account to a zero balance. You may make payments hereunder via check, wire transfer, or certain credit cards by phone. When payment is made by check, Your Account will not reflect payment until the check has cleared and cash has been transferred to DP.C's bank account. Your positive Account balance will not accrue interest. If You have a negative balance for any period of 45 days or more, Your Account is subject to 1.5% interest per month, compounded monthly. Your Account may be deactivated for non-payment. Check Your Account page for payment instructions. Your Account balance shall appear in US Dollars. Any questions (including disputes) regarding Payouts and/or payment should be directed to DP.C Affiliate services. 3.5 Charge-backs. DP.C may on its own initiative, debit your Account with an amount equal to a Payout previously credited to your Account in circumstances relating to: duplicate entry or other clear error; non-bona fide Sale where there is no Affiliate failure to comply with this Agreement; non-receipt of payment from, or refund of payment to, the Visitor by DP.C; or Affiliate failure to comply with the terms of a Program or this Agreement ("Charge-back"). Charge-backs in accordance with the preceding sentence may be applied up to and including the 60th day after the end of the month in which the Payout was earned ("Charge-back Period"). DP.C may apply at any time Charge-backs for all Sales from Affiliate's Web site(s) and/or subscription emails for Publisher's or its Sub-Publisher's failure to comply with this Agreement. DP.C may postpone a Payout for 1 payment cycle where DP.C is verifying a Sale or where a Visitor is within the time-frame that allows the Visitor to cancel the Sale of the product during the Charge-back Period. 3.6 The Affiliate agrees that DP.C shall holdback all commissions in excess of $599 until such time as the Affiliate submits a completed W-9 to DP.C, and that the Affiliate agrees that DP.C shall be held harmless by the Affiliate for any such holdback resulting from the Affiliate's failure to deliver a completed W-9 to DP.C. 4.1 Proprietary Rights and Licenses. For each DP.C Program that You have been accepted for, DP.C grants to You a revocable, non-transferable, royalty free, sublicense to display and Link to DP.C's Website or Website content, and all trademarks, service marks, tradenames, and/or copyrighted material ("Content"), from each of your Websites and/or subscription email for the limited purposes of Promoting DP.C's Program and subject to the terms and conditions of this Agreement. The foregoing rights are sub-licensable by You to your Sub-Publishers only if authorized by DP.C in writing. Affiliate's and Affiliate's Sub-Publisher's sub-license is conditioned upon You/Your Sub-Publishers (as the case may be): (a) not otherwise copying nor modifying, in any way, any icons, buttons, banners, graphics files or Content that is made available to You through the Network Service pursuant to such sublicense; and (b) not removing or altering any copyright or trademark notices. You grant to DP.C a revocable, non-transferable, royalty free, license to display on and distribute from DP.C's Website, all Content that You provide to DP.C through the Network Service for the limited purposes of promoting You to third parties, subject to the terms and conditions of this Agreement. The right to display such Content is sub-licensable by DP.C to third parties for the limited purpose of advertising that You are a member of DP.C's Program. DP.C may not distribute and/or sublicense your Content unless authorized by your written permission. DP.C and sub-licensees thereof shall not otherwise copy nor modify, in any way, any Content that You have made available through the Network Service pursuant to the foregoing license. And DP.C and the sub-licensees may not remove or alter any copyright or trademark notices. You agree that your use of any DP.C Website (such as www.dentalplans.com) and your use of any DP.C Content or Links are subject to the license and terms of use that are available from such Website ("Terms of Use"). Each party may make statements that it is doing business with the other party and use the other's logo with such statements, subject to the other party's name and logo usage guidelines. 4.2 No Challenge to Intellectual Property. DP.C acknowledges that it obtains no proprietary rights in your Content, and agrees not to challenge your proprietary rights to the Content, if at all, unless and until this Agreement is terminated. You acknowledge that You obtain no proprietary rights in DP.C's Content, tradenames, patents, and patent applications, and agree not to challenge DP.C's proprietary rights in DP.C's tradenames, patents and patent applications, and, with respect to the Content, if at all, until this Agreement is terminated. This Agreement may be terminated upon notice if the other party begins proceedings to challenge the party's intellectual property rights during the Term in violation of the foregoing provisions. The licensees/sub-licensees agree that all goodwill arising as a result of the licensor's Intellectual Property shall inure to the benefit of the licensor, and that all non-licensed/non-sublicensed proprietary rights in the Intellectual Property remain with the licensor. Licensees/sub-licensees shall not adopt any names, trademarks, service marks or domain names that are confusingly similar to, or in combination with any of licensor's tradenames, trademarks, service marks and/or domain names. 4.3 Terminating Licenses. DP.C may terminate any sublicense granted to You and/or a Sub-Publisher under this Agreement immediately upon written notice to You if DP.C has reasonable concerns that You and/or the Sub-Publisher is diluting, tarnishing or blurring the value of the DP.C's trademarks, service marks, and/or tradenames, and/or breach of the DP.C's other intellectual property rights. 5.1 Privacy and Confidentiality. You or DP.C may provide the other with information that is confidential and proprietary to that party or a third party, as is clearly and obviously designated by the disclosing party ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality in order to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information that is or becomes part of the public domain through no act or omission of the receiving party, or is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement. The information that You supply to establish and maintain your Account shall be your Confidential Information, and You agree that DP.C may but is not obligated to provide your email address(es) and basic Affiliate Account detail (including but not limited to your address, phone and fax number, Website name (if applicable), date Website or subscription email first entered into operation, and visitor demographics) to DP.C subsidiaries and/or business partners. You shall be responsible for all usage and activity on your account and for loss, theft or unauthorized disclosure of your password (other than through DP.C's grossly negligent or willful conduct or omission). You shall provide DP.C with prompt written notification of any known or suspected unauthorized use of your Account or breach of the security of your Account. DP.C's Privacy Policy that is accessible from the home page of www.dentalplans.com and as may be amended from time to time by way of re-publication, is hereby agreed to by Affiliate and incorporated into this Agreement by reference. 5.2 Collection and Use of Transaction Data. DP.C does not collect information about a Visitor's Sales, other than what it receives through the installed tracking code or through subsequent customer service applications. DP.C reserves the right to be able to utilize this data, which may include information about your performance statistics, to analyze Network Service trends, monitor Network Service efficiencies, maintain the integrity of the tracking code, promote Network Service capabilities and efficiencies, and promote You and your Website or subscription email performance to DP.C subsidiaries and/or business partners. DP.C may also disclose data regarding a Visitor's Sale to You, if You referred the Visitor to DP.C, for the performance of this Agreement (on the condition that the Visitor has authorized release of such information to You). Notwithstanding the foregoing, You represent and warrant that You shall not enable the Tracking Code to collect personally identifiable information of Visitors such that You would be able to personally identify Visitors. 5.3 Collection and Confidentiality of Visitors' Personal Data. DP.C promises not to disclose publicly, other than under compulsion of law, including subpoena, any personal or business information that can be linked specifically to any Visitors to your Website(s) that result directly from Links on your Web sites and/or subscription email mailings without the Visitor's express permission (which may be through the Visitor's membership to your subscription email or Website(s) program), to the extent DP.C collects any such information, including, but not limited to, the Visitor's name, email address, phone number, or any other personal information. 6.1 Term and Notices. This Agreement shall commence upon your indication that You have accepted this Agreement by 'clicking through' the acceptance button on the DP.C Web site, and, subject to Section 6.2, shall last until terminated in accordance with the terms of this Agreement. Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to: (a) for DP.C, via registered mail, return receipt requested or via an internationally recognized express mail carrier to DentalPlans.com, Inc., Attn: Legal Dept., 29 South Federal Highway, Dania, Florida 33004, and, (b) for You, at the email address listed on your Account, and shall be effective upon sending as long as DP.C does not receive an error message regarding the delivery. Your Account may be closed and DP.C may terminate this Agreement if your Account has not been logged into and/or there have been no Sales credited to Your Account for any 90 day period. 6.2 Temporary Deactivation and Termination. This Agreement may be terminated by either party upon 30 days notice. This Agreement may be terminated immediately upon notice for your breach of Section 1, or by either party if the other party challenges the party's intellectual property rights during the Term. Your Account may be deactivated in accordance with Sections 1, 2.2, 2.3, 3.5 or other material breach of this Agreement pending termination or cure of your breach. If this Agreement is terminated for your breach, You shall not be eligible to enter into a new DP.C Program, and any attempt to do so shall be null and void. Upon termination of this Agreement, an outstanding credit balance shall be paid by DP.C to You within 90 days of the termination date, and an outstanding debit balance shall be paid by You to DP.C within 30 days of termination of this Agreement, subject to amounts equivalent to pending for Charge-backs (that shall be paid promptly if and when DP.C has been able to verify that no Charge-back is applicable). Upon termination of this Agreement, any license or sublicense granted under this Agreement will terminate, and the licensee/sub-licensee must immediately destroy or delete all physical and electronic copies of the Intellectual Property and the Confidential Information, and cause all Links to DP.C to be removed. Upon termination of this Agreement, or in case of deactivation of your Account pursuant to the terms of this Agreement, You shall no longer accrue Payouts in your Account for Visitors' Sales to any DP.C Website or Website content (including but not limited to subsequent sales). 6.3 Survival. The provisions of this Section and Sections 1, 3.4, 3.5, 5.1, 5.2, 6, 8.1(a), 9, 10, 11.3, 11.4, 11.6, and 11.7 shall survive the termination of this Agreement. 7 Changes to the Network Service. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended and/or modified by (a) a written instrument that is agreed to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a "click through" acknowledgement of agreement on the DP.C Website; or (b) by DP.C wherein DP.C shall have the right to change, modify or amend ("Change") this Agreement, in whole or in part, by notifying You of such Change, by email, at least 14 days prior to the effective date of such Change and posting such changes and/or amendments on the DP.C Website; provided however, that either party shall have the right to terminate this Agreement pursuant to Section 6.2 in the event that You do not agree to such posted Change(s). 8.1 Remedies. No remedy or election shall be deemed exclusive, but shall, wherever possible, be cumulative with all other remedies at law or in equity. 8.2 Third Party Disputes. Should any third party dispute a party's right to use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on a party's Website or through its subscription email, a party may, without prior notice, terminate this Agreement, or, in DP.C's case, deactivate your Account. A party's representations regarding the preceding may or may not be relied upon in the other party's decision whether to terminate this Agreement, or, in DP.C's case, deactivate Your Account. 9.1 Business Operations. Each party will make reasonable commercial efforts to keep its Website(s) operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other liable for any of the consequences of such interruptions. 9.2 Authority and Compliance with Laws. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. Each party is responsible for compliance with the applicable local laws in the jurisdiction from which it operates and represents and warrants such compliance. Each party represents and warrants that the party shall have all appropriate authority and rights to grant the licenses hereunder, and that to the party's knowledge, the licenses, and in the case of DP.C, the technology that DP.C utilizes for the Network Service, do(es) not infringe on a third party's (or the other party's) intellectual property rights. 9.3 Limitation of Liabilities. WITH THE EXCEPTION OF EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, ANY LIABILITY OF A PARTY HERETO RELATING TO PAYOUTS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF PAYOUTS PAID AND PAYABLE TO YOU BY DP.C OR BY YOU TO DP.C, PLUS INTEREST, DURING THE TERM OF THIS AGREEMENT. WITH THE EXCEPTION OF A PARTY'S INDEMNIFICATION OBLIGATIONS, DP.C SHALL NOT BE LIABLE TO ANY THIRD PARTY FOR ACTS OR CONDUCT OF THE AFFILIATE (INCLUDING BUT NOT LIMITED TO A CLAIM BY ANOTHER AFFILIATE OF THE NETWORK SERVICE), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. HOWEVER, IN THE EVENT THAT YOU, THROUGH YOUR BREACH OF THIS AGREEMENT, AND/OR OTHER ACTIVITIES AND/OR CONDUCT, CAUSE DAMAGE TO DP.C'S ONGOING BUSINESS CONCERNS THAT RESULT IN DAMAGES TO DP.C THAT ARE NON-RELATED TO OR MEASURED BY PAYOUTS UNDER THIS AGREEMENT, YOU SHALL BE LIABLE FOR THE FULL EXTANT OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA. 9.4 Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BOTH PARTIES DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS CONTAINED IN THE NETWORK SERVICES, (C) THAT A PARTY'S SECURITY METHODS AS EMPLOYED WILL BE SUFFICIENT, (D) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY'S "INFORMATION" (WEBSITE). ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER. 9.5 Benefit of the Bargain. THE PROVISIONS OF THIS SECTION 9 ARE AN ESSENTIAL ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT. 10.1 DP.C's Indemnification Obligations. DP.C shall defend, indemnify and hold Affiliate harmless against all claims, suits, demands, damages, liabilities, losses, penalties interest, settlements and judgments costs and expenses (including attorney's fees) incurred, claimed or sustained by third parties, for DP.C's breach of Section 9.2 ("Claims"). Should any Claim give rise to a duty of indemnification under the provisions of this Agreement, then Affiliate shall promptly notify DP.C, and Affiliate shall be entitled, at its own expense, and upon reasonable notice to DP.C, to participate in, control the defense, compromise and to defend of such Claim. Participation nor control in the defense shall not waive or reduce any of DP.C's obligations to indemnify or hold Affiliate harmless. 10.2 Affiliate's Indemnification Obligations. Affiliate shall defend, indemnify and hold DP.C harmless against all claims, suits, demands, damages, liabilities, losses, penalties interest, settlements and judgments costs and expenses (including attorneys fees) incurred, claimed or sustained by third parties, directly or indirectly as a result of (a) Affiliate's breach of or non-compliance with this Agreement, (b) Affiliate's violation of any law, or an alleged violation of law by DP.C, that is a direct or indirect result of Affiliate's use of the Network Service (other than due to DP.C's knowing and intentional violation), (c) Affiliate's use of the Network Service, (d) Affiliate's participation in any Program, (d) any content, goods or services offered, sold or otherwise made available by Affiliate to any person, (e) Affiliate's acts or omissions in using, displaying or distributing any internet links obtained from the Network Service or elsewhere, including but not limited to Affiliate's use of internet links via email distribution, (f) any claim that DP.C is obligated to pay tax obligations in connection with payment made to Affiliate pursuant to this Agreement and/or any DP.C Program, (g) any violation or alleged violation by Affiliate of any rights of another, including breach of a person's or entity's intellectual property rights, (h) Affiliate's use of any Content ("Claim(s)"). Should any Claim give rise to a duty of indemnification under this Section 10.2, the party seeking indemnification shall promptly notify Affiliate, and the party to be indemnified shall be entitled, at its own expense, and upon reasonable notice to Affiliate, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of Affiliate's obligations to indemnify or hold the party to be indemnified harmless. Affiliate shall not settle any Claim without the indemnified party's prior written consent. Affiliate shall indemnify DP.C for any reasonable attorneys' fees or other costs incurred by DP.C in investigating or enforcing its rights under this Agreement. In the context of this Section 10.2 only, the term "DP.C" shall include officers, directors, employees, corporate affiliates, subsidiaries, agents, and subcontractors. 11.1 Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph. The content in other Web sites specifically referenced in this Agreement, such as URLs, is incorporated by this reference as though fully stated in this Agreement. 11.2 Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained inthis Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them, employees, joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor. 11.3 Dispute Resolution. The parties will attempt in good faith to resolve through negotiation any dispute, claim, or controversy arising out of or relating to this Agreement or breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Section 11.3 ("Dispute"). If the Dispute is not resolved through verbal and written communications, the matter will be submitted for arbitration. Any Dispute submitted to arbitration shall be determined by arbitration in Hollywood, Florida, in accordance with the laws of the State of Florida for agreements made in and to be performed in that State. The arbitration shall be administered in accordance with the Florida Arbitration Act, Chapter 682, Florida Statutes and the Arbitration Rules and Procedures promulgated there under. Except with respect to a party's indemnification obligations, the arbitrator(s) will have no authority to award punitive damages or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement. Judgment on the arbitration award ("Award") may be entered in any court having jurisdiction. The arbitrator(s) shall, in the Award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the party that primarily prevails, against the party who that did not primarily prevail. 11.4 Choice of Law/Attorneys' Fees. This Agreement is governed by the laws of the State of Florida, except for its conflict of law provisions. Each party may apply to the state courts in Ft. Lauderdale, Florida, and, to the extent that federal courts have exclusive jurisdiction, in Ft. Lauderdale, Florida, for injunctive relief until such time as the Award is rendered or the Dispute is otherwise resolved, and the parties agree that those courts and the arbitration (in accordance with Section 11.3) shall be the exclusive forums for any such actions related to this Agreement. You consent to such venue and jurisdiction. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs. 11.5 Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God. 11.6 Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver. 11.7 Assignment and Acknowledgement. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, consent of the other party shall not be required for assignment or transfer made by (a) operation of law, or (b) to an entity that acquires substantially all of the party's stock, assets or business; notice of assignment or transfer is required. Your use of the Network Service is irrefutable acknowledgement by You that You have read, understood and agreed to each and every term and provision of this Agreement. DP.C may establish from time to time rules and regulations regarding use of the Network Service as published on the Network Service and incorporated herein. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT. Contact Information: DentalPlans.com 8100 S.W. 10th Street Suite #2000, Plantation, FL 33324

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