PARTNER TERMS & CONDITIONS

By downloading or otherwise receiving from WonderCare Luxury Insurance any WonderCare Luxury Insurance trademarks, logos, trade names, service marks, service names, or other distinctive features owned by WonderCare Luxury Insurance (“WonderCare Luxury Insurance Brand Assets”) via the WonderCare Luxury Insurance website, or otherwise from WonderCare Luxury Insurance, you (“You”) agree to be bound by the following terms and conditions (“Terms”). In the event of any conflict between these Terms and any applicable written agreement between You and WonderCare Luxury Insurance, the written agreement shall prevail.

Your Rights To Use WonderCare Luxury Insurance Brand Assets

WonderCare Luxury Insurance grants You a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to display the WonderCare Luxury Insurance Brand Assets in accordance with these Terms. All use by You of the WonderCare Luxury Insurance Brand Assets (including any goodwill associated therewith) shall inure to the benefit of WonderCare Luxury Insurance. You agree that You shall not challenge, or assist others to challenge, the WonderCare Luxury Insurance Brand Assets or the registration or ownership thereof by WonderCare Luxury Insurance (except to the extent such restriction is prohibited by applicable law), or attempt to register any WonderCare Luxury Insurance Brand Assets or other names, logos, marks, or materials (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to any WonderCare Luxury Insurance Brand Assets. The WonderCare Luxury Insurance Brand Assets are provided "as is" and WonderCare Luxury Insurance disclaims all express and implied warranties, including warranties of noninfringement. WonderCare Luxury Insurance shall not be liable to You under any theory of liability for any direct, indirect, incidental, special, consequential, punitive, exemplary or other damages arising out of the WonderCare Luxury Insurance Brand Assets or Your use thereof. This limitation shall apply even if WonderCare Luxury Insurance was advised of, or should have been aware of, the possibility of such damages. Some jurisdictions do not allow certain exclusions or limitations; in such jurisdictions, the exclusions and limitations stated in these Terms shall apply to You to the maximum extent permitted by law. Nothing herein grants You any right, title or interest in or to the WonderCare Luxury Insurance Brand Assets.

Requirements

All of Your uses of the WonderCare Luxury Insurance Brand Assets in any of Your marketing, advertising, content, or other material ("Your Materials") are subject to WonderCare Luxury Insurance's approval prior to use. WonderCare Luxury Insurance's silence or failure to respond to requests does not constitute approval, and approval of one of Your Materials does not constitute approval of Your other uses, nor may such approval be transferred to any third party without WonderCare Luxury Insurance's written consent. To the extent WonderCare Luxury Insurance does not provide express approval, You shall not use WonderCare Luxury Insurance Brand Assets. WonderCare Luxury Insurance's approval of any uses of the WonderCare Luxury Insurance Brand Assets shall not be construed as approval of Your Materials for compliance with applicable laws, rules or regulations, such being Your sole responsibility.

If You wish to use a WonderCare Luxury Insurance Brand Asset in any way not permitted under these terms, please submit a Request. In Your request, describe how and if Your use of the WonderCare Luxury Insurance Brand Assets would deviate from these Terms, and why such use should be approved by WonderCare Luxury Insurance. WonderCare Luxury Insurance will consider the request, but does not guarantee any particular response time or approval.

• No Modification. The WonderCare Luxury Insurance Brand Assets must be used as provided by WonderCare Luxury Insurance with no modifications. Do not remove, distort or alter any element of the WonderCare Luxury Insurance Brand Assets or change any colors. Do not shorten, abbreviate, or create acronyms out of the WonderCare Luxury Insurance Brand Assets.

• No Generic Use. Do not use WonderCare Luxury Insurance Brand Assets in a way that suggests a common, descriptive, or generic meaning.

• No Plural or Possessive Use. Do not use the WonderCare Luxury Insurance Brand Assets in the plural or possessive form.

• No Incorporation. Do not incorporate WonderCare Luxury Insurance Brand Assets into Your own product name, service names, trademarks, logos, company names, domain names, website titles, publication titles, or the like, unless expressly permitted by WonderCare Luxury Insurance.

• No confusingly similar marks. Do not use the WonderCare Luxury Insurance Brand Assets, including any WonderCare Luxury Insurance trademark, in a manner that might create confusion about the ownership of the WonderCare Luxury Insurance Brand Assets.

• No confusing source. Do not use the WonderCare Luxury Insurance Brand Assets, including any WonderCare Luxury Insurance trademark, in a manner that implies that WonderCare Luxury Insurance is the source of Your products or service, or that otherwise might create confusion about the source of the WonderCare Luxury Insurance Brand Assets.

• Domain names. Do not register the WonderCare Luxury Insurance Brand Assets, including any WonderCare Luxury Insurance trademark, as domain names or as any part of a domain name.

• Trade dress. Do not copy or imitate WonderCare Luxury Insurance's website design, typefaces, distinctive color, style, graphic designs, or imagery.

• Endorsement. Do not display the WonderCare Luxury Insurance Brand Assets in any manner that (i) overstates Your relationship with WonderCare Luxury Insurance; (ii) implies that You have a relationship or affiliation with WonderCare Luxury Insurance; (iii) implies You sponsored or endorsed by WonderCare Luxury Insurance; (iv) implies that any content has been authorized by WonderCare Luxury Insurance; or (v) represents the views or opinions of WonderCare Luxury Insurance or WonderCare Luxury Insurance personnel unless You have prior written permission from WonderCare Luxury Insurance to do so.

• Prominence. Do not display the WonderCare Luxury Insurance Brand Assets in a manner that makes it the most distinctive or prominent feature on Your web page, printed material, or other content without express written permission from WonderCare Luxury Insurance to do so.

• Violation of Law. Do not display the WonderCare Luxury Insurance Brand Assets on any website that contains, displays, or promotes pornography or like adult content, or gambling, the sale of tobacco, alcohol, or firearms to persons under twenty-one (21) years of age.

• Objectionable Use. Do not display the WonderCare Luxury Insurance Brand Assets in a manner that is misleading, unfair, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to WonderCare Luxury Insurance.

• Broadcast. The WonderCare Luxury Insurance Brand Assets may not be used in television, film, or video without WonderCare Luxury Insurance's prior written permission. Please submit a Request to use the WonderCare Luxury Insurance Brand Assets in this manner.

• Book or Other Publication Titles. The WonderCare Luxury Insurance Brand Assets may not be displayed in titles of publications, including books, without WonderCare Luxury Insurance's prior written permission. Please submit a Request for Approval to use the WonderCare Luxury Insurance Brand Assets in this manner.

• Merchandise. The WonderCare Luxury Insurance Brand Assets may not be used or displayed in or on merchandise or manufactured items of any kind without WonderCare Luxury Insurance's prior written permission. Please submit a Request for Approval to use the WonderCare Luxury Insurance Brand Assets in this manner.

WonderCare Luxury Insurance's Rights

WonderCare Luxury Insurance will interpret Your compliance with these Terms in its sole discretion. WonderCare Luxury Insurance may modify or terminate Your permission to display or use the WonderCare Luxury Insurance Brand Assets at any time. WonderCare Luxury Insurance may take action against any use of the WonderCare Luxury Insurance Brand Assets that does not comply with these terms or written permission from WonderCare Luxury Insurance, infringes any WonderCare Luxury Insurance owned or licensed intellectual property or other right, or violates applicable law.

General Provisions

You may not assign Your rights or delegate Your obligations under these Terms without WonderCare Luxury Insurance's prior written consent. These Terms do not create any rights in any third party. Neither party shall be deemed to be an employee, agent, partner, or legal representative of the other. WonderCare Luxury Insurance's waiver of breach of any provision of these Terms shall not be deemed to be a waiver of the Terms themselves. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be changed and interpreted so as best to accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms shall remain in full force and effect.

WonderCare Luxury Insurance Materials License Agreement

By downloading or otherwise receiving from WonderCare Luxury Insurance the WonderCare Luxury Insurance artwork, images, graphics, photographs, clips, video, audio, text, title art, or other content available on the WonderCare Luxury Insurance Partner Page at http://www.wondercare.com/partner (the "WonderCare Luxury Insurance Brand Site") (collectively, the "WonderCare Luxury Insurance Materials"), you (“You”) agree to be bound by the following terms and conditions (the "Agreement"). You agree to comply with the WonderCare Luxury Insurance Brand Asset Terms and Conditions and to the terms set forth on the WonderCare Luxury Insurance Brand Site. So long as You do so, and provided You are a WonderCare Luxury Insurance partner, WonderCare Luxury Insurance, Inc. and its affiliates ("WonderCare Luxury Insurance") hereby grants to You, a worldwide, non-exclusive, non-transferable, non-assignable, royalty-free, revocable license to use the WonderCare Luxury Insurance Materials solely as approved by WonderCare Luxury Insurance for the promotion of WonderCare Luxury Insurance or its programming, including in Your WonderCare Luxury Insurance partner promotional materials and co-branded promotional advertising.

The WonderCare Luxury Insurance Materials are owned by WonderCare Luxury Insurance, its affiliated companies or licensors, and are rights protectable as intellectual property or otherwise. The WonderCare Luxury Insurance Materials, and all uses thereof, shall at all times be and remain the exclusive property of WonderCare Luxury Insurance or its designee. You shall not use the WonderCare Luxury Insurance Materials in any manner that is objectionable to WonderCare Luxury Insurance, at WonderCare Luxury Insurance's sole discretion. WonderCare Luxury Insurance reserves the right in its sole discretion to terminate or modify Your permission to use the WonderCare Luxury Insurance Materials, and take action against any use that does not conform to the terms of this Agreement, infringes any WonderCare Luxury Insurance intellectual property or other right, or violates applicable law.

Except as expressly set forth herein, no rights (either by implication, estoppel, or otherwise) are granted to You. Your use of the WonderCare Luxury Insurance Materials will inure to the benefit of WonderCare Luxury Insurance. All WonderCare Luxury Insurance Materials distributed herein are "as is," "as available" and "with all faults" without warranties of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability, non-infringement of any third party right or fitness for a particular purpose or those arising by statute or otherwise in law or from a course of dealing or usage of trade.

All of Your uses of the WonderCare Luxury Insurance Materials in any of Your marketing, advertising, content, or other material ("Your Materials") are subject to WonderCare Luxury Insurance's approval prior to use. WonderCare Luxury Insurance's silence or failure to respond to requests does not constitute approval, and approval of one of Your Materials does not constitute approval of Your other uses, nor may such approval be transferred to any third party without WonderCare Luxury Insurance's written consent. To the extent WonderCare Luxury Insurance does not provide express approval, You shall not use WonderCare Luxury Insurance Materials. WonderCare Luxury Insurance's approval of any uses of the WonderCare Luxury Insurance Materials shall not be construed as approval of Your Materials for compliance with applicable laws, rules or regulations, such being Your sole responsibility.

By downloading the WonderCare Luxury Insurance Materials, You represent and warrant that You have the power and authority to enter into this Agreement and to perform any obligations hereunder, and that this Agreement shall constitute valid and binding obligations of You enforceable in accordance with its terms.

You hereby agree to indemnify, hold harmless, and defend WonderCare Luxury Insurance, its parent, subsidiary, and affiliated companies, and each of their respective members, officers, directors, agents, employees, successors, and assigns from and against any and all claims, demands, losses, suits, actions, judgments, costs, and expenses (including, without limitation, reasonable attorneys' fees) arising out of or in connection with Your use of the WonderCare Luxury Insurance Materials and/or any breach or alleged breach by You of any of the representations, warranties, and/or agreements made by You hereunder. You hereby acknowledge and agree that Your rights and remedies in connection with this Agreement or otherwise, shall be limited to the right, if any, to seek damages at law, and You shall have no right in any event (and do hereby waive all such rights, if any) to seek to enjoin or restrain the production, marketing, advertising, distribution or exhibition of any productions of WonderCare Luxury Insurance.

If any claim is brought by a third party for which a claim of indemnification is or may be provided hereunder, You shall provide prompt written notice to WonderCare Luxury Insurance. In such instance, WonderCare Luxury Insurance shall have the right to control the defense and/or settlement of any claim provided that the parties cooperate reasonably with each other in the defense of any claim, including making available (under seal if desired, and if allowed) all records reasonably necessary to the defense of such claim, and You shall have the right to join and participate (through Your own counsel and at Your own expense) actively in WonderCare Luxury Insurance's defense of the claim.

The terms of this Agreement, and Your exercise of the rights evidenced hereby, are at all times subject to the terms of this Agreement. In the event of a conflict between the terms of this Agreement and any WonderCare Luxury Insurance Partner Marketing Agreement or other WonderCare Luxury Insurance Partner Agreement between You and WonderCare Luxury Insurance ("Partner Agreement"), the terms of the Partner Agreement shall control, unless the parties agree in writing that they intend this Agreement or any provisions herein to supersede or modify any Partner Agreement or provisions therein.

Access and use of the WonderCare Luxury Insurance Materials is granted conditioned on Your agreement to the terms set forth herein as if You have signed Your Agreement.