This user agreement and acceptable use policy (the "Agreement" or the "AUP") provides important information about your IMMS membership and the associated websites collectively referred to as THE SERVICE. You should take the time to read and understand it. You may review, save or print any part of this Agreement. We encourage you to print out a copy of this entire document and refer to it as you use THE SERVICE. IMMS/INSOMIS Corp (“IMMS”) USER AGREEMENT, MEMBERSHIP AGREEMENT AND ACCEPTABLE USE POLICY

In this agreement where the Term IMMS is used it includes all subsidiary companies and entities such as IMMS and other INSOMIS Corp services such as CompleteMarkets, IMMS.com, 2OrderDirect, MVP Insurance Marketing, etc.

IMPORTANT: IF YOU CHOOSE TO ACCEPT THIS AGREEMENT, YOU MUST DO SO AS IT IS PRESENTED TO YOU—NO CHANGES (ADDITIONS OR DELETIONS) WILL BE ACCEPTED BY IMMS

IMMS may change, add or remove any part of this Agreement, or any part of The services and features, including price, at any time. If it does so, IMMS will post such changes on THE SERVICE site.

IF ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, YOU SHOULD DISCONTINUE USING THE SERVICE. YOUR CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY SUCH CHANGES, WILL INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT, AND OF ANY SUCH CHANGES.

USING THE SERVICE

To use THE SERVICE account, you must be at least 13 years old (or, for non-U.S. users, such older minimum age as may be required by applicable local law). If you are under the required age, you may still use THE SERVICE (subject to applicable local non-U.S. law), but only if the account you are using was created and registered by your parent or legal guardian.

This Agreement is a legal document that sets forth your rights and obligations as a Service member. You cannot use THE SERVICE until you have accepted the terms of this Agreement, and you must abide by the terms of this Agreement in order to have the right to use THE SERVICE. Your use of THE SERVICE is also subject to IMMS's corporate Privacy Policy. This applies to this Agreement and the Privacy Policy as they currently exist and as they may be revised from time to time by IMMS.

When you accept this Agreement and complete the THE SERVICE registration process, you become the account holder. As a THE SERVICE account holder, IMMS provides you with a limited, non-exclusive license for no more than the term of your membership (or, if you are a trial user, for the term of your trial period) to use the member name and password provided to you for your account. Your member name, when confirmed by IMMS, is your on-line identity. Do not reveal your password to other members. Your account is at risk if you let someone use it inappropriately.

As used in this Agreement, "Content" means the text, software, communications, images, sounds, third-party products and services and all other information and materials you encounter or generate through your account or on-line through the Internet.

PAYMENT

If you elect to become a member of THE SERVICE, you agree to pay all charges for THE SERVICE at the prices set forth on the IMMS site (The Site) or as agreed between you and your IMMS sales representative and upon the terms set forth on those sites and in this Agreement. All charges are exclusive of any sales tax or other taxes, except as required by applicable law. IMMS reserves the right to change prices or to institute new charges for THE SERVICE or any portion of THE SERVICE at any time, upon prior notice. Price changes and institution of new charges implemented during your membership period will apply to subsequent membership periods and to all new Service users after the effective date of the change. All pricing changes will be posted on The Sites, and such posting shall be considered sufficient notice to you of such changes. You are responsible for regularly reviewing pricing information as posted so that you have notice of such changes. Your continued use of THE SERVICE or your failure to terminate your membership, after any such changes are posted (or effective) will constitute your acceptance of the prices for subsequent membership periods.

IMMS will charge the annual THE SERVICE membership fee, and any fees for additional service features, either to the credit card account provided by you or by invoice. If charges are made via a credit card you agree that IMMS may automatically charge your credit card for renewal of your membership without further authorization from you, unless and until you provide IMMS with at least five (5) days prior notice that you do not wish to renew your membership to THE SERVICE or that you wish to change your previously designated credit card account. You may provide notice that you do not wish to renew your THE SERVICE membership by notifying IMMS in writing. On an annual basis, you will receive an e-mail about 30 days prior to the anniversary of your membership. The email will remind you that the credit card you used for your original membership will be billed on the anniversary date. If payment is not received by IMMS from your credit card issuer or its agents, you agree to pay all amounts due from you for your THE SERVICE membership, upon demand by IMMS

Invoices will be issued monthly, quarterly or annually as agreed. Payment is due on the last day of the month in which the invoice is issued. A grace period of 15 days may be extended for payment at IMMS’s absolute discretion. Failure to pay by the due date or (if granted) by the end of the grace period will result in termination of your THE SERVICE at which point all membership fees due until the end of your annual term will become immediately due and payable.

TERM

BY BECOMING A THE SERVICE MEMBER YOU ACKNOWLEDGE THAT YOU HAVE SIGNED AN ANNUAL AGREEMENT. The term of your membership may be altered only in accordance with Cancellation clause below. Invoicing on a quarterly or monthly basis reflects purely an offer to extend your membership fees over the term of your membership and in no way reflects anything other than an annual agreement term.

CANCELLATION

IMMS will accept cancellations of your membership (and any "add-on" service) within the first thirty (30) days of your annual membership, and you will receive a prorated refund for the remainder of that annual membership period. Applicable local law may vary this policy. After 30 days you may not cancel your membership until the anniversary of your membership. No refunds other than those stipulated in this paragraph shall be payable by IMMS

AVAILABILITY OF THE SERVICE

While IMMS makes reasonable efforts to ensure that THE SERVICE is available at all times, IMMS does not guarantee, represent or warrant that THE SERVICE services will be uninterrupted or error-free, and IMMS does not guarantee that users will be able to access or use all of THE SERVICE features at all times.

Subject to any specific license agreements for various THE SERVICE software features (including third party software), IMMS may change, suspend or discontinue any (or all) aspects of THE SERVICE at any time, including the availability of any THE SERVICE feature. IMMS may also impose limits on the use of or access to certain features or portions of THE SERVICE, or restrict your access to any part or all of THE SERVICE, in all cases without notice or liability. You must read and accept any separate software or other license agreement or terms of use for particular products, services or features of THE SERVICE, if you elect to use those products, services or features.

ACCEPTABLE USE POLICY GUIDELINES

IMMS encourages THE SERVICE users to participate in the on-line world to express their views and to benefit from the interactive experience. However, it is important to remember that there are rules and standards that you must abide by when you use THE SERVICE, whether you are using THE SERVICE on a trial basis or as a paying member. These rules and standards are described in this Agreement. As a THE SERVICE user, you agree to comply with this Agreement, and you acknowledge that IMMS has the right to enforce this Agreement in its sole discretion. This means that if you, or anyone using your THE SERVICE account (including anyone using any sub-account you may establish under your main account), violate the terms of this Agreement, IMMS may take any and all appropriate actions—this can range from the issuance of a warning about a violation to the termination of your access privileges for THE SERVICE to legal action—as IMMS deems necessary or appropriate. IMMS is not required to provide notice prior to terminating your THE SERVICE access for violating these rules and standards, but it may choose to do so.

You are solely responsible for your conduct, and the conduct of anyone using your account or any sub-accounts, while using THE SERVICE, including the contents of all email messages generated or forwarded, and all Content in any folders, home pages or other transmissions, information, images or other interactions generated, transmitted or maintained on or through your THE SERVICE account or any sub-account. IMMS will not be responsible or liable in any way for any such on-line distribution or publication. IMMS cannot and will not review every message or other content which may generated or posted on or through your account (although IMMS reserves the right to monitor members' use of THE SERVICE—see "Investigations", below), and IMMS will not be responsible for anything in any of those messages or Content.

A member's use of THE SERVICE should conform to the requirements of the law, respect for the rights of other users of THE SERVICE and third parties, and current standards for communicating on-line. By your use of THE SERVICE, you agree to use appropriate conduct and language when you are online—this includes (but is not limited to) following the rules of any ISP, any other on-line services, this Agreement and all applicable state, local and federal laws (including non-U.S. law where appropriate).

IMMS reserves the right to terminate your access to THE SERVICE at any time, with cause or without cause, in the event of any breach of this Agreement by you (or anyone using your account or any sub-account), your infringement of IMMS's or THE SERVICE's or others' intellectual property, or any other circumstances which, in IMMS's sole discretion, merit termination. Any such termination may, if IMMS elects (and subject to applicable law), be without any refund to you of any prepaid fees or amounts.

Inappropriate conduct falls into a number of categories. The more commonly understood categories are discussed below, although this list is not exclusive.

COPYRIGHT AND INTELLECTUAL PROPERTY INFRINGEMENT

Much of the Content available through THE SERVICE is owned by others, and is protected by copyrights, trademarks, rights of publicity and other intellectual property rights. Before you upload or download any Content while using THE SERVICE, make sure you have been given the legal right to do so by the owner of the content.

You must not copy, transmit, modify, distribute, show in public or in private, or create any derivative works from any of the Content you find through THE SERVICE, unless you have the legal right to do so; and

Making unauthorized copies of any Content can lead to the termination of your THE SERVICE access (without any refund of any prepaid fees or other amounts, subject to applicable law) and may even subject you to legal action. In addition, the owner of the Content may take criminal or civil action against you. If a Content owner takes legal action against IMMS because of your unauthorized use of Content, you agree (to the extent permitted by applicable law) to hold harmless and indemnify IMMS, its subsidiaries, affiliates, related companies, employees, officers, directors, agents and suppliers against any liability, claims, or demands, including the costs of IMMS hiring attorneys to defend against the action.

By submitting or posting Content on THE SERVICE, you are representing that you are the owner of such material or have authorization to distribute it. You hereby grant IMMS a worldwide, royalty-free, non-exclusive license to reproduce, modify, adapt and publish any such public area Content solely for the purpose of displaying, distributing and promoting the area on which such Content is posted. Said license will be in effect only as long as you are a THE SERVICE account holder (including any trial period use), and will terminate upon removal of such Content from the public area or when you are no longer a THE SERVICE member or user, whichever happens first.

If you believe that any Content in which you claim copyright has been infringed by anyone using THE SERVICE, please contact IMMS and provide the following information, as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. 512):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

Identification of the copyright work claimed to have been infringed, or (if multiple copyrighted works at a single on-line site are covered by a single notification) a representative list of such works at that site;

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit IMMS to locate the material;

Information reasonably sufficient to permit IMMS to contact the complaining party;

A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

A statement that the information in the notice is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

IMMS's copyright agent for notice of claims of copyright infringement on or regarding THE SERVICE can be reached as follows:

By email: webmaster@IMMS.com

By mail:

IMMS/INSOMIS Corp.
P.O. Box 542
Big Bear City, CA 92314-0542

BY BECOMING a user of THE SERVICE, YOU AGREE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) TO WAIVE ANY CLAIMS YOU MAY HAVE AGAINST IMMS, AND TO HOLD IMMS HARMLESS AND INDEMNIFY IMMS WITH RESPECT TO ANY CLAIMS, RELATING TO ANY ACTION TAKEN BY IMMS AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE IMMS OR RECOVER ANY DAMAGES WHATSOEVER FROM IMMS AS A RESULT OF ITS DECISION TO REMOVE MATERIAL FROM THE SERVICE SYSTEM, TO WARN YOU, TO SUSPEND OR TERMINATE YOU’RE THE SERVICE ACCOUNT, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF IMMS'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.

DISCLAIMER OF WARRANTIES; LIABILITY LIMITATIONS

YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

IMMS DOES NOT GUARANTEE THAT ANY CONTENT, INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE THROUGH THE SERVICE WILL BE FREE OF VIRUSES, "WORMS", "TROJAN HORSES", OR OTHER HARMFUL COMPONENTS. IMMS'S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF ANY SERVICES PROVIDED BY THE SERVICE SHALL BE CANCELLATION OF YOUR ACCOUNT.

IN NO CASE SHALL IMMS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE SERVICE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR THE SERVICE USE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, IMMS'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

EXCEPT AS EXPRESSLY SET FORTH IN ANY SEPARATE SOFTWARE LICENSE OR IN THIS AGREEMENT, IMMS DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD-PARTY PRODUCT OR SERVICE OFFERED THROUGH THE SERVICE AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTIES THROUGH THE SERVICE. YOU HEREBY RELEASE IMMS FROM ANY AND ALL OBLIGATIONS, LIABILITY AND CLAIMS IN EXCESS OF THESE LIABILITY LIMITATIONS.

YOU acknowledge that IMMS is an independent marketing organization and that it is NOT a licensed insurance agency. Further YOU ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION WHICH IMMS IS RECEIVING FOR PROVIDING THIS SERVICE DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY IMMS OF THE RISK OF YOU OR CUSTOMER(S) CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION USE OF THE SERVICE ACCORDINGLY, YOU agree to indemnify and hold harmless IMMS against any action BROUGHT BY YOUR CUSTOMER(S) FOR ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE SERVICE. YOU shall indemnify, hold harmless and defend IMMS against any action brought against IMMS to the extent that such action is based on a claim relating in any way whatsoever with use of THE SERVICE, YOU shall pay all costs, settlements and damages finally awarded; provided however, IMMS shall promptly notify YOU in writing of any claim and give YOU sole control of the defense and settlement thereof and provide all reasonable assistance in connection therewith.  

NOTICES

IMMS may give notice to any THE SERVICE user by sending an e-mail message to the user's mailbox or by sending a letter via postal mail to the contact address listed in the user's THE SERVICE registration. THE SERVICE users may contact IMMS by sending an e-mail to help@imms.com or in writing to the address at the end of this agreement.

LEGAL PRINCIPLES

You agree that this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than you, as a THE SERVICE user, and IMMS.

If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Except as required by applicable non-U.S. local or national law, the laws of the State of California, United States of America, excluding its conflicts of law rules, govern this agreement and your use of THE SERVICE. Your conduct and use of THE SERVICE may be subject to other local, state, national (U.S. and non-U.S.), and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with IMMS regarding THE SERVICE or relating in any way to your account or your use of THE SERVICE resides in the courts of the State of California. You further agree and expressly consent to the exercise of personal jurisdiction in the California courts in connection with any such dispute, including any claim involving IMMS or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers with respect to THE SERVICE.