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 Terms and Conditions
 
PETS BEST INSURANCE SERVICES, LLC LEAD PROVIDER AGREEMENT ================================= This Lead Provider Agreement (the "Agreement") is made and entered into as of date of approval of your account by and between Pets Best Insurance Services, LLC ("Company"), an Idaho limited liability company, on behalf of itself and its affiliates, and the named applicant ("Lead Provider"). BY CHECKING THE BOX BELOW OR CLICKING THE "CREATE MY ACCOUNT" BUTTON, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND/OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR REVISED AGREEMENT, YOU (A) AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT. IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT. A. OBLIGATIONS, RESTRICTIONS AND AUTHORITY OF LEAD PROVIDER ----------------------------------------------------------- 1) ADVERTISING COMPANY PRODUCTS. Lead Provider may advertise Company's insurance products and related services (the "Company Products") as set forth in this Agreement, including, without limitation, prominently displaying Company's advertisements and other material provided or otherwise approved by Company (including Company's contact information, Company's website address (or links thereto) and Company's toll-free telephone numbers) in location(s) as mutually agreed upon by the parties. Nothing in this Agreement shall be construed as limiting in any manner Company's engagement of other persons or entities to advertise Company Products. Lead Provider shall not subcontract or delegate marketing or advertising efforts to any party without the written consent of the Company. 2) MAINTENANCE OF DISPLAYS. At Lead Provider’s cost, Lead Provider may maintain any physical advertising displays that the parties agree upon from time to time, including ensuring that such displays include appropriate Company literature and adequate supplies of the most recent Company advertising materials. Company may assign a representative to monitor all advertisements, including all physical displays, and Lead Provider agrees to allow such representative access to all locations where Company advertisements are displayed for such purposes. 3) LINKS TO COMPANY'S WEBSITE. Lead Provider may establish hyperlinks ("Links") between the Lead Provider's website(s) identified on the sign up form (the "Lead Provider Site") and Company's website(s) (the "Company Sites"). Lead Provider shall display certain content provided by or otherwise approved by Company ("Content") to establish such Links. In utilizing the Links, Lead Provider agrees that: a. Lead Provider will cooperate fully with Company in order to establish and maintain such Links; b. Lead Provider will display on the Lead Provider Site only Content, including those graphics or textual images for establishing a Link, provided or approved by Company's Director of Partner Programs; c. Lead Provider will promptly substitute Content with any new Content provided by Company's Director of Partner Programs from time to time throughout the term of this Agreement; d. Any information with respect to Company or Company Products that is going to be displayed on the Lead Provider Site must be provided by Company. Advertisements or materials not provided by Company, must be approved by Company's Director of Partner Programs in writing in advance of any display; e. Lead Provider will not establish any Links to Company's Website in any community, forum, chat room or electronic bulletin board, with the exception of sites approved in writing by Company; f. Lead Provider will not create or operate profiles, pages or content on any social networking site (including, but not limited to, Facebook, Twitter, MySpace, LinkedIn) that implies, implicitly or explicitly, to be run by or on behalf of Company; g. Each Link connecting users of the Lead Provider Site to the pertinent area of Company's Website will in no way alter the look, feel, or functionality of Company's Website; h. Lead Provider may not modify the Links without prior written consent from Company's Director of Partner Programs. Lead Provider may establish a Link only on URLs which have been approved by Company. Company reserves the right to immediately terminate any Campaign Code embedded in a Link that has been altered, modified or otherwise established without Company's prior consent, without any prior notification to Lead Provider. Campaign Codes are letters, numbers or combinations thereof constructed by the Company which are typically appended to URLs and which track and record quotes and Qualified Leads by recording to the Company's data bases. Additionally, Campaign Codes may be provided to Lead Providers for tracking quotes and Qualified Leads via the Company's authorized inbound call center. i. Lead Provider may not endorse, promote, solicit or display pricing information for Company Products on the Lead Provider Site or in correspondence to customers or potential customers. j. Lead Provider will develop, host, operate and maintain (or use the services of third parties to develop, host, operate and maintain) the Lead Provider Site in a manner consistent with industry standards, and will be solely responsible for all costs associated therewith. Without limiting the generality of the foregoing, Lead Provider will be solely responsible for technical operation of the Lead Provider Site and all related equipment; posting Company-provided or approved Company Product information and other Content on the Lead Provider Site; and ensuring that materials posted on the Lead Provider Site are accurate, do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR SUCH MATTERS. 4) NO AUTHORITY TO TRANSACT INSURANCE. Lead Provider is not permitted to transact, sell, negotiate or solicit insurance on behalf of Company, including, without limitation, a) discussing, or making any representations or warranties to consumers with respect to, plan information, product-specific benefits, terms, conditions and exclusions of the Company Products, b) entering into, altering, delivering or terminating any benefit contract or policy on behalf of Company, c) extending the time of payment of any charges or premiums, d) receiving any funds on behalf of Company, or (e) otherwise attempting to bind Company in any way without the prior written permission of Company. Lead Provider and its employees shall direct all consumers' inquiries concerning Company Products to Company by providing consumers with the Company's website address, Links or toll-free telephone number. Company shall not be responsible for any unauthorized actions of Lead Provider or its employees with respect to any unlawful transaction of insurance. 5) REJECTION OF LEADS. Lead Provider acknowledges and agrees that Company reserves the right to reject any and all leads, that do not meet the requirements of a Qualified Lead as defined in section B1 (Compensation) and are potentially fraudulent as determined by Company in its sole discretion, including but not limited to lists, leads and quotes submitted artificially or generated by the use of software that generates real and fictitious information. Lead Provider is an independent contractor and shall have no claim to compensation except as provided in this Agreement and Lead Provider shall not be entitled to reimbursement from Company for any expenses incurred in performing this Agreement. 6) ADVERTISING LIMITATIONS. Lead Provider shall not broadcast, publish or distribute any advertisements or other material relating to Company Products not originated by Company, nor shall it use the name, trademark or logo of Company or any of its affiliated companies in any way or manner without Company's prior written consent and then only as specifically authorized in writing by Company. The restrictions on promotional and descriptive material included in this paragraph includes, but is not limited to, enrollment materials, internet communications or any other electronic transmissions representing Company Products, brochures, telephone directory advertisements (print or electronic) and Lead Provider or agency company listings. 7) ADVERTISING TECHNIQUES AND ANTI-SPAM PROVISIONS. RESTRICTIONS ON ADVERTISING: Examples of acceptable ways to advertise Company's Product are: banners, text links, newsletters to subscribers, or articles distributed to the Lead Provider's customer base. The Lead Provider may not use Company IP (as defined below) in any email-based advertising without prior written permission from Company's Director of Partner Programs. Company takes the issue of unsolicited commercial email (UCE or SPAM) seriously. Lead Provider represents and warrants that it will adhere to the following in the provision of any services hereunder: a. Each addressee on Lead Provider's list to whom an advertisement regarding Company will be sent has affirmatively opted-in to receive commercial advertisements from Lead Provider. b. Upon request by Company, Lead Provider will promptly provide evidence of verified opt-in status for each contact on Lead Provider's lists that receive commercial advertisements regarding Company's Products. c. Each commercial advertisement sent by Lead Provider will contain clear instructions for addressees to unsubscribe from receiving future solicitations. d. The "From" line in any email will not contain the words "Pets Best Insurance" or "Pets Best", and will not in any way appear to be sent on behalf of Company and will accurately reflect the entity from which such email originated. e. Lead Provider operates in compliance with the CAN-SPAM Act of 2003, Cali Spam and all other applicable federal and state laws and regulations, including all other advertising laws and regulations. f. All advertising services performed by Lead Provider will be performed in a professional manner in keeping with the best industry practices. 8) CONFIDENTIALITY OBLIGATIONS a. DEFINITION. "Confidential Information" means all confidential, secret or proprietary information, in whatever form, disclosed to or discerned by Lead Provider pertaining to any marketing communication opt-out and suppression lists, content provided by Company and the Company Products, business, finances, technology, ideas, inventions (whether patentable or not), marketing strategies and/or product and service offerings, including, but not limited to, all personally identifiable, financial or other sensitive information relating to Company customers that is learned, disclosed or acquired pursuant to this Agreement. b. RESTRICTIONS ON USE AND DISCLOSURE. Lead Provider acknowledges the confidential and proprietary nature of Confidential Information and agrees, except as expressly authorized or permitted under this Agreement, (i) to hold Confidential Information in confidence and to take all reasonable precautions to protect Confidential Information (including, without limitation, all precautions Lead Provider employs with respect to its own confidential materials), (ii) not to divulge any Confidential Information to any third person, and (iii) not to make any use whatsoever of Confidential Information. Lead Provider shall ensure that its employees and permitted agents and contractors who are given access to Confidential Information are bound by terms no less restrictive than those contained in this Section 8. c. OWNERSHIP. Lead Provider acknowledges that Company owns all rights, title and interest to all Confidential Information and that Lead Provider acquires no rights to Confidential Information, except as expressly provided herein. d. JUDICIAL ORDER. In the event that Lead Provider is ordered to disclose the Confidential Information pursuant to a judicial or government request, requirement or order, Lead Provider will promptly notify Company and take reasonable steps to assist Company, at Company's expense, in contesting such request, requirement or order or in otherwise protecting Company's rights prior to disclosure. e. RETURN OF CONFIDENTIAL INFORMATION. Upon the termination of this Agreement or at the request of Company, Lead Provider shall destroy or return to Company and discontinue use of all originals, copies and summaries of Confidential Information in any medium in the possession or control of Lead Provider. 9) INDEMNIFICATION. a. BY LEAD PROVIDER. Lead Provider shall indemnify, defend and hold Company harmless from and against any and all claims, costs, liabilities, losses, damages or expenses, including attorneys' fees, caused by or arising from (a) Lead Provider's breach or alleged breach of its representations, warranties, covenants or obligations under this Agreement, (b) infringement of a third party's intellectual property rights arising from the use of intellectual property not specifically authorized by Company or the misuse of Company IP (as defined below), (c) Lead Provider's negligence or willful misconduct or (d) failure of Lead Provider to comply with any federal or state laws, rules or regulations. b. BY COMPANY. Company shall indemnify and hold Lead Provider harmless from and against any and all claims, costs, liabilities, losses, damages or expenses caused by or arising from third party claims that Lead Provider's use of Company IP infringes upon such third party's intellectual property rights, provided that Lead Provider's use of Company IP fully complies with all the terms of this Agreement. c. INDEMNIFICATION CONDITIONS. Each party's indemnification obligations are subject to the following conditions: (i) the indemnifying party is promptly notified in writing of and given control over the defense or settlement of any such claim; and (ii) the party seeking indemnification reasonably cooperates with the indemnifying party in the defense or settlement of any such claim. Lead Provider shall not settle any claim that requires action or inaction by Company without Company's express written consent. 10) CAMPAIGN TRACKING CODES ("CAMPAIGN CODES"). Campaign Codes provided to Lead Provider shall only be utilized in a manner consistent with that which is approved by the Company at the time the request for such Campaign Code is made. 11) COMMUNICATIONS REGARDING THIS CONTRACT. All communication with Company regarding this Agreement (including, but not limited to, addendums, approval of material relating to Company products, Campaign Code requests, etc.) will be with Company's Director of Partner Programs. B. COMPENSATION AND RIGHTS RESERVED TO COMPANY AND AUDIT PROVISION ------------------------------------------------------------------ 1) COMPENSATION. Company shall compensate Lead Provider for providing Qualified Leads according to the terms set forth in Schedule A (hereafter referred to as "Compensation"). For the purposes of this Agreement, a Qualified Lead is defined as the following: a. must be a new and unique visitor to PetsBest.com or caller who has not been previously referred by another Lead Provider, affiliate, partner or subsidiary; b. visitor uses a Link to enter the Company Site, or in cases when a Campaign Code is assigned by Company, enters a Campaign Code in the Company Site quote engine or provides a Campaign Code upon application quoting via Company's authorized call center; c. visitor/caller provides and submits a valid quote, including a valid contact phone number and/or valid email address, all required pet underwriting information, application and billing information. Notwithstanding the foregoing, Company does not accept responsibility for customers who may delete or otherwise not accept cookies used to track return visits to the Company Site or customers who do not enter the assigned code into the Company Site quote engine or provide a Campaign Code upon quoting via Company's authorized call center, and cannot be held to honor compensation for such untracked return visits. Company will not pay compensation for any leads other than Qualified Leads as defined in this Agreement. Company will not pay Lead Provider for leads that result from a Link directly to the Company Site from any Internet site other than Lead Provider's Site except as specified in A.3.e. Additionally, Company reserves the right to withhold Compensation for Leads that are suspected to be fraudulent. Except as expressly provided otherwise in this Agreement, Company will pay to Lead Provider Compensation due under this Agreement within forty-five (45) days following the end of each calendar month in which Company receives and records Qualified Leads. However, Company reserves the right to withhold and otherwise accumulate Compensation until the amounts due Lead Provider equal at least $100.00. 2) RIGHTS RESERVED TO COMPANY. Company reserves the right, in its sole discretion, without any liability or obligation to Lead Provider, to take the following actions: a. To discontinue and withdraw from distribution any Company Product in any state; b. To modify or amend any benefit contract or policy; c. To establish, modify or change the premium rate charged by Company for any Company Product; d. To determine all terms, conditions and limitations, including the effective date, of any benefit contract or policy; e. To modify or change the terms and conditions pursuant to which any Company Product is authorized to be sold; f. To cease doing business in any state or jurisdiction; and g. To reject any leads suspected as being fraudulently generated or which do not contain valid customer phone numbers and/or email addresses. h. Company has the right to monitor the Lead Provider Site at any time to determine if Lead Provider is following the terms and conditions of this Agreement. Company may notify Lead Provider of any changes to the Lead Provider Site that Company feels should be made, or to make sure that Links to the Company Site are appropriate and to notify Lead Provider of any changes that Company feels should be made. If Lead Provider does not make the changes to the Lead Provider Site that Company feels are necessary, Company reserves the right to terminate this Agreement. 3) AUDIT PROVISION: Company and Company's underwriter, Independence American Insurance Company (IAIC), reserve the right to audit all online and print marketing materials, as well as any telephone scripting used by Lead Provider to generate Qualified Leads, and such generated leads to ensure compliance with this agreement. C. TERM AND TERMINATION ----------------------- 1) TERM. This Agreement shall be effective for an initial term of one (1) year from the Effective Date, and thereafter shall automatically renew for additional terms of one (1)year, unless and until terminated in accordance with the provisions of this Agreement. 2) TERMINATION FOR CONVENIENCE. This Agreement may be terminated without cause at any time by Lead Provider or Company by either party giving ten (10) days prior written notice thereof to the other party. 3) TERMINATION FOR CAUSE. Company may terminate this Agreement immediately upon written notice to Lead Provider at any time upon material default or substantive breach by Lead Provider of one or more of its obligations under this Agreement (including any amendments). Lead Provider's failure to comply with any provision of this Agreement shall be material if Company determines that such failure adversely affects Lead Provider's ability to perform or Company's rights under this Agreement. Termination for cause shall not be Company's exclusive remedy, but shall be cumulative with all other remedies available at law or in equity. A failure to terminate this Agreement for cause shall not be a waiver of the right to do so with respect to any past, current or future default. 4) ADDITIONAL BASIS FOR TERMINATION. a. FRAUD. Company reserves the right to terminate this Agreement immediately and without notice to Lead Provider should Lead Provider commit fraud in Lead Provider's use of the Company's Lead Provider program or should Lead Provider abuse this program in any way, including, but not limited to, Lead Provider's commission of fraud, dishonesty, breach of trust, theft, misappropriation of money, or breach of any fiduciary duty. If such fraud or abuse is detected, Company shall not be liable to Lead Provider for any Compensation for such submitted complete Qualified Lead. b. DEATH. This Agreement will automatically terminate (i) upon the death of Lead Provider, if Lead Provider is an individual, or (ii) upon the dissolution of the corporation or partnership, if Lead Provider is a corporation or partnership. c. FAILURE TO PERFORM. This Agreement may automatically terminate, at the Company's discretion, if Lead Provider does not generate any completed Qualified Leads two (2) consecutive quarters. d. INAPPROPRIATE CONTENT. Company may terminate this Agreement immediately and without notice if Company determines that the Lead Provider Site and/or any advertising media is unsuitable for Company's program, including anything that: i. Promotes sexually explicit materials; violence discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; or illegal activities. ii. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law. iii. Includes "Pets Best", or variations or misspellings thereof in a domain name or trademark without the express written consent of Company's Director of Partner Programs. iv. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to Company at Company's sole discretion. v. Contains software downloads that potentially enable diversions of Compensation from other affiliates or Lead Providers in Company's program. vi. Operates in a manner which resembles Company's Site or portrays itself in a manner which leads customers to believe Lead Provider is petsbest.com or any other affiliated business. 5) All obligations provided in this Agreement that expressly or by their nature survive termination will continue after termination of this Agreement for any reason, including, but not limited to, Sections A8 (Confidentiality), A9 (Indemnification) and D1(Intellectual Property). D. GRANT OF LICENSES -------------------- 1) INTELLECTUAL PROPERTY. Lead Provider acknowledges and agrees that Company owns all right, title and interest in and to all trademarks, trade names, logos and other source indicators, content and other works of authorship and inventions (whether patentable or not) provided by Company or created by or on behalf of Company, including works created by Lead Provider, pursuant to this Agreement ("Company IP"). Lead Provider hereby covenants that it will use, copy or display Company IP (a) only in connection with advertising that Company has agreed to in writing, (b) only in accordance with good marketing and trademark practices and other trademark usage guidelines provided by Company, and (c) without alteration to any notice provided by Company. Lead Provider agrees that all uses of the Company IP will be on behalf of Company and the good will associated therewith will inure to the sole benefit of Company. 2) LICENSE. Pursuant to the terms and conditions of this Agreement, Company hereby grants Lead Provider a non-exclusive, non-transferable, limited, worldwide license to (a)access the Company Site through Links solely in accordance with the terms of this Agreement, and (b) use, copy and display Company IP solely as required for Lead Provider to fulfill its obligations hereunder. The license granted herein will immediately terminate upon termination of this Agreement for any reason. Lead Provider shall act consistently with the obligations of this Agreement and to preserve Company's rights in Company IP. Company expressly preserves all rights not expressly granted herein. 3) NONDISPARAGEMENT. Lead Provider agrees not to disparage Company or use the Company IP in any manner that is disparaging, misleading, obscene or that otherwise portrays the Company in a negative light. E. SETTLEMENT OF DISPUTES ------------------------- 1) Any controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof, except for temporary, preliminary or permanent injunctive relief or any other form of equitable relief, shall be settled by binding arbitration in Ada County, Idaho, administered by the American Arbitration Association ("AAA") and conducted by a sole arbitrator in accordance with the AAA's Commercial Arbitration Rules ("Rules"). The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. sections 1-16, to the exclusion of state laws inconsistent therewith or that would produce a different result, and judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Except as may be required by law or to the extent necessary in connection with a judicial challenge, or enforcement of an award, neither a party nor the arbitrator may disclose the existence, content, record or results of an arbitration. Fourteen (14) calendar days before the hearing, the parties will exchange and provide to the arbitrator (a) a list of witnesses they intend to call (including any experts) with a short description of the anticipated direct testimony of each witness and an estimate of the length thereof, and (b) pre-marked copies of all exhibits they intend to use at the hearing. Depositions for discovery purposes shall not be permitted. The arbitrator may award only monetary relief and is not empowered to award damages other than compensatory damages. F. GENERAL TERMS ---------------- 1) APPLICABLE LAW. Company and Lead Provider shall comply with all applicable state and federal laws (including any and all laws relating to UCE and the CAN-SPAM Act) and all regulations applicable to their businesses. 2) TELEMARKETING. Lead Provider agrees that it will not engage in outbound telemarketing solicitation on behalf of Company and that doing so may, in Company's sole discretion, result in an immediate termination of this Agreement. 3) FIDUCIARY. Lead Provider agrees that in performing under this Agreement Lead Provider is acting in a fiduciary capacity to Company. Lead Provider shall act in the best interest of Company. Lead Provider shall not permit other interests, activities or responsibilities to interfere with Lead Provider's faithful performance under this Agreement. 4) NO SUBCONTRACTS. This Agreement is exclusive to named Lead Provider, and Lead Provider's duties hereunder shall not be delegated or subcontracted by Lead Provider. This Agreement does not allow for the use of subcontractors or sub-affiliates, and as such does not extend any authority to any party not specifically named in the Agreement. Company will not pay Compensation on any business generated in violation of this Agreement by a third party. 5) NOTICES. Any notice required from Company under this Agreement shall be deemed given on the day such notice is deposited in the United States mail with first class postage pre-paid and addressed to Lead Provider at the address appearing on the records of Company. Any notice required from Lead Provider shall be deemed given on the day after such notice is deposited in the United States mail with first class postage pre-paid and addressed to Company at the address set forth above. 6) ENTIRE AGREEMENT. This Agreement (including any attached schedules) is the complete and sole contract between the parties regarding the advertisement of Company Products by Lead Provider subsequent to the Effective Date of this Agreement and supersedes any and all prior understandings or agreements between the parties whether oral or in writing on this subject matter. 7) CONSTRUCTION. In this Agreement the words "shall" and "will" are used in the mandatory sense. Unless the context otherwise clearly requires, any one gender includes all others, the singular includes the plural, and the plural includes the singular. 8) NO WAIVERS. The fact that Company may not have insisted upon strict compliance with this Agreement, with respect to an act or Qualified Lead of Lead Provider, shall not relieve Lead Provider from the obligation to perform strictly in accordance with the terms of this Agreement. 9) INDEPENDENT CONTRACTOR. Lead Provider shall be an independent contractor and is not an employee, agent, partner or joint-venture participant of Company. Lead Provider has no authority to enter into any agreement or otherwise bind Company as it relates to the transaction of insurance or any other type of business. Lead Provider will not in any manner misrepresent or embellish the relationship between the parties. Except as expressly provided in this Agreement, Lead Provider shall not engage in any promotions which name Company or imply any relationship or affiliation between the parties including, but not limited to, press releases, marketing materials, offline print advertising or marketing campaigns, media kits, screen shots, graphics altered for cobranding or any other format or media. Any such promotion will be considered grounds for immediate termination of this Agreement and may invoke further legal action. 10) GOVERNING LAW. This Agreement shall be governed by the laws of the state of Idaho. 11) LIMITATION OF LIABILITY. COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER SUSTAINED AS A RESULT OF A BREACH OF THIS AGREEMENT OR ANY ACTION, INACTION OR ALLEGED TORTUOUS CONDUCT OR DELAY BY COMPANY. 12) DISCLAIMER. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, THE COMPANY PRODUCTS OR THE SERVICES TO BE PROVIDED HEREUNDER AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EITHER PARTY, ITS EMPLOYEES OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT ITS WEBSITES OR THAT ANY OF THE PRODUCTS OR SERVICES TO BE PROVIDED IN CONNECTION WITH THIS AGREEMENT WILL BE UNINTERRUPTED OR ERROR-FREE AND COMPANY SHALL NOT BE LIABLE FOR ANY INTERRUPTIONS OR ERRORS IN ANY OF THE FOREGOING. 13) NO THIRD-PARTY BENEFICIARIES. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever. 14) MODIFICATION. Company may modify this Agreement upon thirty (30) days prior written notice to Lead Provider, including the Compensation schedule set forth in Schedule A, but any such modification shall not reduce the rate or rates with respect to compensation payments due Lead Provider in connection with benefit contracts or policies resulting from Lead Provider's advertisements, which were issued by Company prior to the Effective Date of such modification. Notwithstanding the foregoing, upon the enactment of any law or regulation, or any order or direction of any governmental agency affecting this Agreement, Company may, by written notice to Lead Provider, amend (or terminate) the Agreement in such manner as Company determines necessary to comply with such law or regulation, or any order or directive of any governmental agency. Company may provide written notice by letter, newsletter, electronic mail or other media. SCHEDULE A COMPENSATION ADDENDUM ===================== This ADDENDUM is part of and amends the terms of the Pets Best Insurance Services, LLC Lead Provider Agreement ("Agreement") between Pets Best Insurance Services, LLC ("Company") and the named applicant ("Lead Provider"). Capitalized terms have the same definitions as are found in the Agreement. Lead Provider will be compensated for each Qualified Lead for BestBenefit, Accident Only, Feline Illness, and Cancer Only plans. Agreed upon compensation amounts are specified on the "Management Account" page of the Lead Provider online portal under Current Payout Level. Qualified Leads from Tennessee residents will be paid at $25 per Qualified Lead regardless of plan type. Company reserves the right to make changes to the amount compensated per Qualified Lead from-time-to-time with written notice to the Lead Provider. Company reserves the right to charge back to Lead Provider, or off-set against future Compensation due Lead Provider, the amount of Compensation previously paid to Lead Provider for Qualified Leads initially presumed to be valid and later determined to be fraudulent or not meeting the definition of Qualified Lead as defined in the Agreement. This ADDENDUM, together with the Agreement, supersedes and replaces all prior memoranda, correspondence, conversations, negotiations and agreements and can only be modified by the accepting of a new Agreement and attached ADDENDUM. The invalidity of any portion of this ADDENDUM shall not affect the validity of any portion of the Agreement. =========================== VERSION: LDPV-AGRID-V1-0514 Pets Best Insurance Services, LLC Lead Provider Agreement Pets Best Insurance Services, LLC
Lead Provider Agreement

A. Obligations, Restrictions and Authority of Lead Provider

1) Advertising Company Products. Lead Provider may advertise Company's insurance
products and related services (the "Company Products") as set forth in this Agreement, including, without limitation, prominently displaying Company's advertisements and other material provided or otherwise approved by Company (including Company's contact information, Company's website address (or links thereto) and Company's tollfree telephone numbers) in location(s) as mutually agreed upon by the parties. Nothing in this Agreement shall be construed as limiting in any manner Company's appointment of other persons or entities to advertise Company Products. Lead Provider shall not subcontract or delegate marketing or advertising efforts to any party without the written consent of the Company.

2) When you join our program, you will be supplied with a range of banners and
textual links that you place within your site. When a user clicks on one of
your links, they will be brought to our website and their activity will be
tracked by our affiliate software. Feel free to login 24 hours a day to
check your production, traffic, account balance, and see how your banners
are performing. You are able to send custom emails with tracking links to
current and former clients and leads. In addition, many advisors use Pets
Best as an introductory product - thus capturing leads for other products as
well.

3) Links to Company's Website. Lead Provider may establish hyperlinks ("Links")
between the Lead Provider's website(s) identified above (the "Lead Provider Site")
and Company's website(s) (the "Company Sites"). Lead Provider shall display certain
content provided by or otherwise approved by Company ("Content") to establish such
Links. In utilizing the Links, Lead Provider agrees that:
a) Lead Provider will cooperate fully with Company in order to establish and
maintain such Links;
b) Lead Provider will display on the Lead Provider Site only Content, including those
graphics or textual images for establishing a Link, provided or approved by Company's Director of Partner Programs;
c) Lead Provider will promptly substitute Content with any new Content provided by Company's Director of Partner Programs from time to time throughout the term of this Agreement;
d) Any information with respect to Company or Company Products that is going to
be displayed on the Lead Provider Site must be provided by Company. Advertisements or materials not provided by Company, must be approved by Company's Director of Partner Programs in writing in advance of any display;
e) Lead Provider will not establish any Links to Company's Website in any community, forum, chat room or electronic bulletin board, with the exception of sites approved in writing by Company.
f) Lead Provider will not create or operate profiles, pages or content on any social
networking site (including, but not limited to, Facebook, Twitter, MySpace,
LinkedIn) that implies, implicitly or explicitly, to be run by or on behalf of
Company.
g) Each Link connecting users of the Lead Provider Site to the pertinent area of
Company's Website will in no way alter the look, feel, or functionality of
Company's Website;
h) Lead Provider may not modify the Links without prior written consent from
Company's Director of Partner Programs. Lead Provider may establish a Link
only on URLs which have been approved by Company. Company reserves the
right to immediately terminate any Campaign Code embedded in a Link that has
been altered, modified or otherwise established without Company's prior
consent, without any prior notification to Lead Provider. Campaign Codes are
letters, numbers or combinations thereof constructed by the Company which are
typically appended to URLs and which track and record quotes and Qualified
Leads by recording to the Company's data bases. Additionally, Campaign Codes
may be provided to Lead Providers for tracking quotes and Qualified Leads via
the Company's authorized inbound call center.
i) Lead Provider may not recommend, endorse, promote, solicit or display pricing
information for Company Products on the Lead Provider Site or in
correspondence to customers or potential customers.
j) Lead Provider will develop, host, operate and maintain (or use the services of
third parties to develop, host, operate and maintain) the Lead Provider Site in a
manner consistent with industry standards, and will be solely responsible for all
costs associated therewith. Without limiting the generality of the foregoing,
Lead Provider will be solely responsible for technical operation of the Lead
Provider Site and all related equipment; creating and posting Company Product
information and other Content on the Lead Provider Site; and ensuring that
materials posted on the Lead Provider Site are accurate, do not violate or
infringe upon the rights of any third party and are not libelous or otherwise
illegal. COMPANY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR SUCH
MATTERS.

4) No Authority to Recommend or Transact Insurance.

Lead Provider is not permitted to
recommend, transact, sell, negotiate or solicit insurance on behalf of Company, including, without limitation, a) discussing, or making any representations or warranties to consumers with respect to, plan information, benefits, terms, conditions and exclusions of the Company Products, b) entering into, altering, delivering or terminating any benefit contract or policy on behalf of Company, c) extending the time of payment of any charges or premiums, d) receiving any funds on behalf of Company, or (e)otherwise attempting to bind Company in any way without the prior written permission of Company. Lead Provider and its employees shall direct all consumers' inquiries concerning Company Products to Company by providing consumers with the Company's website address, Links or toll-free telephone number. Company shall not be responsible for any unauthorized actions of Lead Provider or its employees with respect to any unlawful transaction of insurance.

5) Rejection of Leads.

Lead Provider acknowledges and agrees that Company reserves the right to reject any and all leads, that do not meet the requirements of a Qualified Lead as defined in section B1 (Compensation) and are potentially fraudulent as determined by Company in its sole discretion, including but not limited to lists, leads and quotes submitted artificially or generated by the use of software that generates real and fictitious information. Lead Provider is an independent contractor and shall have no claim to compensation except as provided in this Agreement and Lead Provider shall not be entitled to reimbursement from Company for any expenses incurred in performing this Agreement.

6) Advertising Limitations.

Lead Provider shall not broadcast, publish or distribute any advertisements or other material relating to Company Products not originated by
Company, nor shall it use the name, trademark or logo of Company or any of its
affiliated companies in any way or manner without Company's prior written consent
and then only as specifically authorized in writing by Company. The restrictions on
promotional and descriptive material included in this paragraph includes, but is not
limited to, enrollment materials, internet communications or any other electronic
transmissions representing Company Products, brochures, telephone directory
advertisements (print or electronic) and Lead Provider or agency company listings.

7) Advertising Techniques and Anti-Spam Provisions.

a) Restrictions on Advertising: Examples of acceptable ways to advertise Company's Product are: banners, text links, newsletters to subscribers, or articles distributed to the Lead Provider's customer base. The Lead Provider may not use Company IP (as defined below) in any email-based advertising without prior written permission from Company's Director of Partner Programs. Company takes the issue of unsolicited commercial email (UCE or SPAM) seriously. Lead Provider represents and warrants that it will adhere to the following in the provision of any services hereunder: i) Each addressee on Lead Provider's list to whom an advertisement regarding Company will be sent has affirmatively opted-in to receive commercial advertisements from Lead Provider.
ii) Upon request by Company, Lead Provider will promptly provide evidence of verified opt-in status for each contact on Lead Provider's lists that receive commercial advertisements regarding Company's Products.
iii) Each commercial advertisement sent by Lead Provider will contain clear instructions for addressees to unsubscribe from receiving future solicitations.
iv) The "From" line in any email will not contain the words "Pets Best Insurance" or "Pets Best", and will not in any way appear to be sent on behalf of Company and will accurately reflect the entity from which such email originated.
v) Lead Provider operates in compliance with the CAN-SPAM Act of 2003, Cali Spam and all other applicable federal and state laws and regulations, including all other advertising laws and regulations.
vi) All advertising services performed by Lead Provider will be performed in a
professional manner in keeping with the best industry practices.

8) Confidentiality Obligations.

a) Definition. "Confidential Information" means all confidential, secret or proprietary information, in whatever form, disclosed to or discerned by Lead Provider pertaining to any marketing communication opt-out and suppression lists, content provided by Company and the Company Products, business, finances, technology, ideas, inventions (whether patentable or not), marketing strategies and/or product and service offerings, including, but not limited to, all personally identifiable, financial or other sensitive information relating to Company customers that is learned, disclosed or acquired pursuant to this Agreement.
b) Restrictions on Use and Disclosure. Lead Provider acknowledges the confidential
and proprietary nature of Confidential Information and agrees, except as expressly authorized or permitted under this Agreement, (i) to hold Confidential Information in confidence and to take all reasonable precautions to protect Confidential Information (including, without limitation, all precautions Lead Provider employs with respect to its own confidential materials), (ii) not to divulge any Confidential Information to any third person, and (iii) not to make any use whatsoever of Confidential Information. Lead Provider shall ensure that its employees and permitted agents and contractors who are given access to Confidential Information are bound by terms no less restrictive than those contained in this Section 8.
c) Ownership. Lead Provider acknowledges that Company owns all rights, title and
interest to all Confidential Information and that Lead Provider acquires no rights
to Confidential Information, except as expressly provided herein.
d) Judicial Order. In the event that Lead Provider is ordered to disclose the
Confidential Information pursuant to a judicial or government request, requirement or order, Lead Provider will promptly notify Company and take reasonable steps to assist Company, at Company's expense, in contesting such request, requirement or order or in otherwise protecting Company's rights prior to disclosure.
e) Return of Confidential Information. Upon the termination of this Agreement or
at the request of Company, Lead Provider shall destroy or return to Company and discontinue use of all originals, copies and summaries of Confidential Information in any medium in the possession or control of Lead Provider.

9) Indemnification.

a) By Lead Provider. Lead Provider shall indemnify, defend and hold Company
harmless from and against any and all claims, costs, liabilities, losses, damages or
expenses, including attorneys' fees, caused by or arising from (a) Lead Provider's
breach or alleged breach of its representations, warranties, covenants or
obligations under this Agreement, (b) infringement of a third party's intellectual
property rights arising from the use of intellectual property not specifically
authorized by Company or the misuse of Company IP (as defined below), (c) Lead
Provider's negligence or willful misconduct or (d) failure of Lead Provider to
comply with any federal or state laws, rules or regulations.
b) By Company. Company shall indemnify and hold Lead Provider harmless from
and against any and all claims, costs, liabilities, losses, damages or expenses
caused by or arising from third party claims that Lead Provider's use of Company
IP infringes upon such third party's intellectual property rights, provided that
Lead Provider's use of Company IP fully complies with all the terms of this
Agreement.
c) Indemnification Conditions. Each party's indemnification obligations are subject
to the following conditions: (i) the indemnifying party is promptly notified in
writing of and given control over the defense or settlement of any such claim;
and (ii) the party seeking indemnification reasonably cooperates with the
indemnifying party in the defense or settlement of any such claim. Lead Provider
shall not settle any claim that requires action or inaction by Company without
Company's express written consent.
10) Campaign Tracking Codes ("Campaign Codes"). Campaign Codes provided to Lead
Provider shall only be utilized in a manner consistent with that which is approved by the Company at the time the request for such Campaign Code is made.

11) Communications Regarding This Contract.

All communication with Company regarding this Agreement (including, but not limited to, addendums, approval of material relating to Company products, Campaign Code requests, etc.) will be with Company's Director of Partner Programs.
B. Compensation and Rights Reserved to Company and Audit provision
1) Compensation. Company shall compensate Lead Provider for providing Qualified Leads
according to the terms set forth in Schedule A (hereafter referred to as
"Compensation"). For the purposes of this Agreement, a Qualified Lead means a
completed quote and Qualified Submitted Application per the following:
a. must be a new and unique visitor to PetsBest.com or caller who has not been
previously referred by another Lead Provider, affiliate, partner or subsidiary;
b. visitor uses a Link to enter the Company Site, or in cases when a Campaign Code
is assigned by Company, enters a Campaign Code in the Company Site quote
engine or provides a Campaign Code upon application quoting via Company's
authorized call center;
c. as part of the application process visitor/caller provides a valid contact phone
number and/or valid email address;
d. visitor/caller provides and submits a required valid quote, including all required
pet underwriting information, application and billing information (a "Qualified
Submitted Application").
e. Qualified Submitted Application has not been rescinded by customer within 31
days of submission.
Notwithstanding the foregoing, Company does not accept responsibility for customers
who may delete or otherwise not accept cookies used to track return visits to the
Company Site or customers who do not enter the assigned code into the Company Site
quote engine or provide a Campaign Code upon quoting via Company's authorized call
center, and cannot be held to honor compensation for such untracked return visits.
Company will not pay compensation for any leads other than Qualified Leads as defined
in this Agreement. Company will not pay Lead Provider for leads that result from a Link directly to the Company Site from any Internet site other than Lead Provider's Site except as specified in A.3.e. Additionally, Company reserves the right to withhold Compensation for Leads that are suspected to be fraudulent. Except as expressly provided otherwise in this Agreement, Company will pay to Lead
Provider Compensation due under this Agreement within forty-five (45) days
following the end of each calendar month in which Company receives and records
Qualified Leads. However, Company reserves the right to withhold and otherwise
accumulate Compensation until the amounts due Lead Provider equal at least
$100.00.
2) Rights Reserved to Company.
Company reserves the right, in its sole discretion, without any liability or obligation to Lead Provider, to take the following actions:
a) To discontinue and withdraw from distribution any Company Product in any
state;
b) To modify or amend any benefit contract or policy;
c) To establish, modify or change the premium rate charged by Company for any
Company Product;
d) To determine all terms, conditions and limitations, including the effective date,
of any benefit contract or policy;
e) To modify or change the terms and conditions pursuant to which any Company
Product is authorized to be sold;
f) To cease doing business in any state or jurisdiction; and
g) To reject any leads suspected as being fraudulently generated or which do not
contain valid customer phone numbers and/or email addresses.
h) Company has the right to monitor the Lead Provider Site at any time to
determine if Lead Provider is following the terms and conditions of this
Agreement. Company may notify Lead Provider of any changes to the Lead
Provider Site that Company feels should be made, or to make sure that Links to
the Company Site are appropriate and to notify Lead Provider of any changes
that Company feels should be made. If Lead Provider does not make the
changes to the Lead Provider Site that Company feels are necessary, Company
reserves the right to terminate this Agreement.
3) Audit provision: Company and Company's underwriter, Independence American
Insurance Company (IAIC), reserve the right to audit all online and print marketing
materials, as well as any telephone scripting used by Lead Provider to generate Qualified Leads, and such generated leads to ensure compliance with this agreement.
C. Term and Termination
1) Term. This Agreement shall be effective for an initial term of one (1) year from the Effective Date, and thereafter shall automatically renew for additional terms of one (1)year, unless and until terminated in accordance with the provisions of this Agreement.
2) Termination for Convenience. This Agreement may be terminated without cause at any
time by Lead Provider or Company by either party giving ten (10) days prior written
notice thereof to the other party.
3) Termination for Cause. Company may terminate this Agreement immediately upon
written notice to Lead Provider at any time upon material default or substantive breach by Lead Provider of one or more of its obligations under this Agreement (including any amendments). Lead Provider's failure to comply with any provision of this Agreement shall be material if Company determines that such failure adversely affects Lead Provider's ability to perform or Company's rights under this Agreement. Termination for cause shall not be Company's exclusive remedy, but shall be cumulative with all other remedies available at law or in equity. A failure to terminate this Agreement for cause shall not be a waiver of the right to do so with respect to any past, current or future default.
4) Additional Basis for Termination.
a) Fraud. Company reserves the right to terminate this Agreement immediately
and without notice to Lead Provider should Lead Provider commit fraud in Lead
Provider's use of the Company's Lead Provider program or should Lead Provider
abuse this program in any way, including, but not limited to, Lead Provider's
commission of fraud, dishonesty, breach of trust, theft, misappropriation of
money, or breach of any fiduciary duty. If such fraud or abuse is detected,
Company shall not be liable to Lead Provider for any Compensation for such
submitted complete Qualified Lead.
b) Death. This Agreement will automatically terminate (i) upon the death of Lead
Provider, if Lead Provider is an individual, or (ii) upon the dissolution of the
corporation or partnership, if Lead Provider is a corporation or partnership.
c) Failure to Perform. This Agreement may automatically terminate, at the
Company's discretion, if Lead Provider does not generate any completed
Qualified Leads two (2) consecutive quarters.
(d) Inappropriate Content. Company may terminate this Agreement immediately
and without notice if Company determines that the Lead Provider Site and/or any
advertising media is unsuitable for Company's program, including anything that:
i) Promotes sexually explicit materials; violence discrimination based on
race, sex, religion, nationality, disability, sexual orientation, or age; or
illegal activities.
ii) Incorporates any materials which infringe or assist others to infringe on
any copyright, trademark or other intellectual property rights or to
violate the law.
iii) Includes "Pets Best", or variations or misspellings thereof in a domain
name or trademark without the express written consent of Company's
Director of Partner Programs.
iv) Is otherwise in any way unlawful, harmful, threatening, defamatory,
obscene, harassing, or racially, ethnically or otherwise objectionable to
Company at Company's sole discretion.
v) Contains software downloads that potentially enable diversions of
Compensation from other affiliates in Company's program.
vi) Operates in a manner which resembles Company's Site or portrays itself
in a manner which leads customers to believe Lead Provider is petsbest.com or any other affiliated business.
5) All obligations provided in this Agreement that expressly or by their nature survive termination will continue after termination of this Agreement for any reason, including, but not limited to, Sections A8 (Confidentiality), A9 (Indemnification) and D1(Intellectual Property).
D. Grant of Licenses
1) Intellectual Property. Lead Provider acknowledges and agrees that Company owns all
right, title and interest in and to all trademarks, trade names, logos and other source indicators, content and other works of authorship and inventions (whether patentable or not) provided by Company or created by or on behalf of Company, including works created by Lead Provider, pursuant to this Agreement ("Company IP"). Lead Provider hereby covenants that it will use, copy or display Company IP (a) only in connection with advertising that Company has agreed to in writing, (b) only in accordance with good marketing and trademark practices and other trademark usage guidelines provided by Company, and (c) without alteration to any notice provided by Company. Lead Provider agrees that all uses of the Company IP will be on behalf of Company and the good will associated therewith will inure to the sole benefit of Company.
2) License. Pursuant to the terms and conditions of this Agreement, Company hereby
grants Lead Provider a non-exclusive, non-transferable, limited, worldwide license to (a)access the Company Site through Links solely in accordance with the terms of this
Agreement, and (b) use, copy and display Company IP solely as required for Lead
Provider to fulfill its obligations hereunder. The license granted herein will immediately terminate upon termination of this Agreement for any reason. Lead Provider shall act consistently with the obligations of this Agreement and to preserve Company's rights in Company IP. Company expressly preserves all rights not expressly granted herein.
3) Nondisparagement. Lead Provider agrees not to disparage Company or use the
Company IP in any manner that is disparaging, misleading, obscene or that otherwise
portrays the Company in a negative light.
E. Settlement of Disputes
1) Any controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof, except for temporary, preliminary or permanent injunctive relief or any other form of equitable relief, shall be settled by binding arbitration in Ada County, Idaho, administered by the American Arbitration Association("AAA") and conducted by a sole arbitrator in accordance with the AAA's Commercial Arbitration Rules ("Rules"). The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of state laws inconsistent therewith or that would produce a different result, and judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Except as may be required by law or to the extent necessary in connection with a judicial challenge, or enforcement of an award, neither a party nor the arbitrator may disclose the existence, content, record or results of an arbitration. Fourteen (14) calendar days before the hearing, the parties will exchange and provide to the arbitrator (a) a list of witnesses they intend to call(including any experts) with a short description of the anticipated direct testimony of each witness and an estimate of the length thereof, and (b) pre-marked copies of all exhibits they intend to use at the hearing. Depositions for discovery purposes shall not be permitted. The arbitrator may award only monetary relief and is not empowered to award damages other than compensatory damages.
F. General Terms
1) Applicable Law. Company and Lead Provider shall comply with all applicable state and federal laws (including any and all laws relating to UCE and the CAN-SPAM Act) and all regulations applicable to their businesses.
2) Telemarketing. Lead Provider agrees that it will not engage in outbound telemarketing solicitation on behalf of Company and that doing so may, in Company's sole discretion, result in an immediate termination of this Agreement.
3) Fiduciary. Lead Provider agrees that in performing under this Agreement Lead Provider is acting in a fiduciary capacity to Company. Lead Provider shall act in the best interest of Company. Lead Provider shall not permit other interests, activities or responsibilities to interfere with Lead Provider's faithful performance under this Agreement.
4) No Subcontracts. This Agreement is exclusive to named Lead Provider, and Lead
Provider's duties hereunder shall not be delegated or subcontracted by Lead Provider.
This Agreement does not allow for the use of subcontractors or sub-affiliates, and as
such does not extend any authority to any party not specifically named in the
Agreement. Company will not pay Compensation on any business generated in violation
of this Agreement by a third party.
5) Notices. Any notice required from Company under this Agreement shall be deemed
given on the day such notice is deposited in the United States mail with first class
postage pre-paid and addressed to Lead Provider at the address appearing on the
records of Company. Any notice required from Lead Provider shall be deemed given on
the day after such notice is deposited in the United States mail with first class postage pre-paid and addressed to Company at the address set forth above.
6) Entire Agreement. This Agreement (including any attached schedules) is the complete and sole contract between the parties regarding the advertisement of Company
Products by Lead Provider subsequent to the Effective Date of this Agreement and
supersedes any and all prior understandings or agreements between the parties
whether oral or in writing on this subject matter.
7) Construction. In this Agreement the words "shall" and "will" are used in the mandatory sense. Unless the context otherwise clearly requires, any one gender includes all others, the singular includes the plural, and the plural includes the singular.
8) No Waivers. The fact that Company may not have insisted upon strict compliance with this Agreement, with respect to an act or Qualified Lead of Lead Provider, shall not relieve Lead Provider from the obligation to perform strictly in accordance with the terms of this Agreement.
9) Independent Contractor. Lead Provider shall be an independent contractor and is not an employee, agent, partner or joint-venture participant of Company. Lead Provider has no authority to enter into any agreement or otherwise bind Company as it relates to the transaction of insurance or any other type of business. Lead Provider will not in any manner misrepresent or embellish the relationship between the parties. Except as expressly provided in this Agreement, Lead Provider shall not engage in any promotions which name Company or imply any relationship or affiliation between the parties including, but not limited to, press releases, marketing materials, offline print advertising or marketing campaigns, media kits, screen shots, graphics altered for cobranding or any other format or media. Any such promotion will be considered grounds for immediate termination of this Agreement and may invoke further legal action.
10) Governing Law. This Agreement shall be governed by the laws of the state of Idaho.
11) LIMITATION OF LIABILITY. COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY
KIND WHATSOEVER SUSTAINED AS A RESULT OF A BREACH OF THIS AGREEMENT OR
ANY ACTION, INACTION OR ALLEGED TORTUOUS CONDUCT OR DELAY BY COMPANY.

12) DISCLAIMER. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, WITH RESPECT TO THIS AGREEMENT, THE COMPANY PRODUCTS OR THE
SERVICES TO BE PROVIDED HEREUNDER AND EXPRESSLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
EITHER PARTY, ITS EMPLOYEES OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE
WARRANTIES OR CREATE ANY NEW WARRANTIES. COMPANY MAKES NO
REPRESENTATION OR WARRANTY THAT ITS WEBSITES OR THAT ANY OF THE PRODUCTS
OR SERVICES TO BE PROVIDED IN CONNECTION WITH THIS AGREEMENT WILL BE
UNINTERRUPTED OR ERROR-FREE AND COMPANY SHALL NOT BE LIABLE FOR ANY
INTERRUPTIONS OR ERRORS IN ANY OF THE FOREGOING.
13) No Third-Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever.
14) Modification. Company may modify this Agreement upon thirty (30) days prior written notice to Lead Provider, including the Compensation schedule set forth in Schedule A, but any such modification shall not reduce the rate or rates with respect to compensation payments due Lead Provider in connection with benefit contracts or
policies resulting from Lead Provider's advertisements, which were issued by Company
prior to the Effective Date of such modification. Notwithstanding the foregoing, upon
the enactment of any law or regulation, or any order or direction of any governmental
agency affecting this Agreement, Company may, by written notice to Lead Provider,
amend (or terminate) the Agreement in such manner as Company determines necessary
to comply with such law or regulation, or any order or directive of any governmental
agency. Company may provide written notice by letter, newsletter, electronic mail or
other media.

Schedule A
Compensation Addendum
This ADDENDUM is part of and amends the terms of the Pets Best Insurance Services, LLC Lead Provider Agreement ("Agreement") between Pets Best Insurance Services, LLC
("Company") and ("Lead Provider"). Capitalized terms have the same definitions as are found in the Agreement.

Lead Provider will be compensated for each Qualified Lead resulting in Qualified Submitted Applications for BestBenefit, Accident Only, Feline Illness, and Cancer Only plans. Agreed upon compensation amounts are specified on the "Management Account" page of the Lead Provider online portal. Compensation will be paid per Qualified Leads in which the Qualified Submitted Application has not been rescinded by customer within 31 days of submission date.

Company reserves the right to make changes to the amount compensated per Qualified Lead from-time-to-time with written notice to the Lead Provider. Company reserves the right to charge back to Lead Provider, or off-set against future Compensation due Lead Provider, the amount of Compensation previously paid to Lead Provider for Qualified Leads initially presumed to be valid and later determined to be
fraudulent or not meeting the definition of Qualified Lead as defined in the Agreement.
This ADDENDUM, together with the Agreement, supersedes and replaces all prior memoranda, correspondence, conversations, negotiations and agreements and can only be modified by the accepting of a new Agreement and attached ADDENDUM. The invalidity of any portion of this ADDENDUM shall not affect the validity of any portion of the Agreement.
 I Agree
 Agency Information
 Enter Agent Code (If Unknown Enter N/A) 
 Agent Code Again 
 National Producer License # or State License # 
 Type of License Life and HealthProperty and CasualtyExtra Lines and Surplus
 Referral Source 

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