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HIF "Know Your Options" Video Contest Terms & Conditions

For good and valuable consideration (including, without limitation, the possibility of publicity), the receipt and sufficiency of which are hereby acknowledged, the undersigned ("I," "me," or "my" whether such party is an individual or an entity) is submitting certain concepts, ideas, communications and/or materials ("Submission") for the benefit of AllHealth Insurance Services, Inc. ("AllHealth"), upon the following express understandings and conditions. (If I am submitting materials in connection with a contest or promotion ("Contest"), defined terms will have the meaning set forth in the applicable Official Rules, which are incorporated by reference, unless otherwise noted.)

1. Submission Guidelines. The Guidelines that are posted on http://www.healthinsurancefinders.com/video/ (and applicable Official Rules, which I represent and warrant I have read, understand and will follow) are incorporated herein by reference.

2. Grant of Internet Rights and Reserved Ownership.

(a) In consideration of AllHealth?s acceptance of my Submission as part of the Contest, and subject to paragraph 2 (c) and (d), I hereby grant to AllHealth the exclusive, royalty-free perpetual right to exhibit, display and otherwise distribute my Submission via AllHealth?s website (located at http://www.healthinsurancefinders.com) from the date on which I upload my Submission to the AllHealth web site (the "Internet Rights") and continuing thereafter in perpetuity. I further acknowledge that during the Option Period, I will not exploit and I will not authorize any other person to exploit my Submission in any commercial medium, and subject to paragraph 2(d), without AllHealth?s prior written consent.

(b) I further grant to AllHealth an option to acquire the exclusive right to broadcast, exhibit or otherwise distribute my Submission in all media throughout the world in perpetuity (the "Option"). I acknowledge that AllHealth may exercise the Option by notifying me at any time from the date I upload my Submission on AllHealth?s web site and continuing thereafter until April 1, 2008 (the "Option Period"). Additionally, I hereby acknowledge that such Option shall be deemed exercised in the event that I am notified that I am a winner of the Contest. I further acknowledge that during the Option Period, I will not exploit and I will not authorize any other person to exploit my Submission in any commercial medium, and subject to paragraph 2(d), without AllHealth?s prior written consent.

(c) In the event that AllHealth does NOT exercise the Option during the Option Period, then I may elect to remove my Submission from AllHealth?s web site, in which case all rights shall revert to me and AllHealth shall have no right to exhibit my Submission on the Internet or otherwise. I recognize that if I do not remove my Submission from AllHealth?s web site, I shall be deemed to have granted to AllHealth a nonexclusive license to exercise the Internet Rights.

3. Grant of Rights in Other Media; Option Fee.

(a) In the event that I am judged to be a winner of the Contest, AllHealth shall be deemed to have exercised the Option and I will be entitled to a prize.

(b). In the event that I am not judged to be a winner in connection with the Contest and AllHealth DOES exercise the Option, then AllHealth will pay me a one time Option Exercise Fee in the amount of Two Hundred and Fifty United States Dollars ($250).

(c) In consideration of the Option Exercise Fee, I irrevocably grant AllHealth the exclusive, perpetual, royalty-free, fully paid license and right to broadcast, exhibit and/or otherwise distribute the Submission and every element thereof, in whole or in part, in any manner or medium now or hereafter known or devised. AllHealth, and its successors, assigns and licensees, will have the exclusive right to make unlimited derivative works therefrom, to assign or transfer any or all such rights and to grant unlimited sublicenses. Without limiting the forgoing, AllHealth will have the right to use the Submission in any merchandising, advertising, marketing, promotion or for any other commercial or non-commercial purpose. I forever waive and relinquish all so-called "moral rights (droit moral)" now or hereafter recognized. I also irrevocably grant AllHealth the right to use my name, voice, likeness and biographical material in or related to the Submission. I acknowledge that except with respect to Contest entrants, AllHealth will refrain from using the names of Tennessee residents who do not provide advance consent for purely promotional purposes. I agree not to issue any publicity on behalf of AllHealth, but I am free to make casual and non-derogatory public statements regarding AllHealth. I am entitled to retain and exercise the rights that are not granted to AllHealth by these Submission Terms, subject to Section 4 below.

(d) I acknowledge that if AllHealth elects, in its sole discretion, to exercise the Option, I will be entitled to the Option Exercise Fee only and that I will not be entitled to any further compensation or thing of value relating to AllHealth?s use of my Submission or the exercise of its rights. I will have no right of approval or consultation with respect to AllHealth?s use of the Submission. I have retained a copy of the Submission, and AllHealth will not be responsible for the return or preservation of the copy I have submitted. AllHealth will have the sole discretion in determining the extent and manner of the use of the Submission and AllHealth is not obligated in any way to use or exploit the same or any rights granted by me, or any portion thereof, in any medium or any manner whatsoever. I further agree that the Submission is not being submitted in confidence or in trust, and that no confidential or fiduciary relationship is intended or created.

(e) AllHealth acknowledges that I own and control the copyright in and to my Submission, subject to the rights I am granting to AllHealth hereunder.

4. Rights of First and Last Refusal. I hereby grant AllHealth exclusive rights of first and last refusal to acquire any and all rights in and to the Submission not granted to AllHealth hereunder (the "Retained Rights"). Before I offer the Retained Rights to any third party, I will give AllHealth written notice thereof and AllHealth will have a ninety (90) day period of exclusive negotiation. If an agreement is not reached within such period, AllHealth will thereafter have the rights of last refusal, pursuant to which I will give AllHealth written notice detailing the proposed terms and AllHealth will have ninety (90) days to acquire the same on the same terms. All third party offers will be bona fide. If AllHealth declines, I can enter into a third party agreement only on the exact terms offered to and rejected by AllHealth. Any changed elements or terms result in a new right of last refusal for AllHealth. Notwithstanding the foregoing, I acknowledge that any exploitation by me of the Retained Rights shall be subject to the rights granted to AllHealth hereunder.

5. Representations, Warranties and Indemnities. I represent and warrant that my entire Submission: is wholly original to me and that no part is a copy or imitation of any other material; will not infringe or violate any right whatsoever, including, without limitation, any contractual rights, personal rights (e.g., defamation, privacy, false light, moral right, etc.) or any property rights (e.g., copyright, trademark, etc.) of any person or entity; and is not, and will not be, the subject of any threatened or pending litigation, claim or dispute. I have not granted or transferred any rights in or to the Submission to any third party prior to the date hereof. I have not done anything which has impaired and will not do anything to impair the rights granted to AllHealth in any way. All persons engaged by me to work on the Submission or appear in the Submission: (1) have no payment claims; (2) have no rights of approval or consultation and no participation rights whatsoever; and (3) are not engaged pursuant to any union or guild agreement that results in any ongoing obligations resulting from the exploitation of the Submission. The use of all master recordings and musical compositions that have been incorporated into the Submission has been authorized in writing by the entities that own or control such master recordings and musical compositions, and that AllHealth shall have no obligation to make any payments to such owners or to any other entity in connection with the distribution of the Submission. I and all parties that performed any services on, or appear in, any aspect of the Submission have signed the Release provided by AllHealth to me or a similar form that establishes the services as a "work-for-hire" and grants the same rights and releases as in the AllHealth Release. I will indemnify and hold harmless AllHealth, its parent, and its and their subsidiaries, affiliates, successors, licensees, and assigns, and each of their directors, officers, agents, equity holders and employees, from and against any and all claims, losses, costs, damages, liabilities and costs and expenses (including reasonable attorneys' fees costs) which arise out of any breach of any of my covenants, agreements, obligations, representations or warranties set forth herein.

6. Limitations on Liabilities; Remedies. By submitting my Submission, I agree that: (1) any and all disputes, claims and causes of action arising out of or connected with my Submission will be resolved individually, without resort to any form of class action; (2) any and all claims, judgments and awards will be limited to actual third-party, out-of-pocket costs incurred not to exceed the amount of the Use Fee, but in no event will attorneys' fees be awarded or recoverable; (3) under no circumstances will I be permitted to obtain any award for, and I knowingly and expressly waive all rights to seek, punitive, incidental, consequential or special damages, lost profits and/or any other damages, other than actual out-of-pocket expenses not to exceed the amount of the Use Fee, and/or any and all rights to have damages multiplied or otherwise increased; and (4) my remedies are limited to a claim for money damages (if any) and I irrevocably waive any right to seek injunctive or equitable relief.

7. Miscellaneous. These Submission Terms and their performance will be binding on me and my heirs, administrators, successors and assigns. The construction, validity, interpretation and enforceability of the Submission Terms will be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice of law or conflict of law rules. I irrevocably agree that, if a dispute arises out of or relates to the Submission Terms or my Submission, such dispute(s) will be resolved solely by binding arbitration before a sole arbitrator in San Bernardino, with experience in entertainment law, under the rules and regulations of the American Arbitration Association ("AAA"). The arbitration will be held in San Bernardino, California where the arbitrator will issue a written decision and will have the power to award any legal remedies except as limited by these Submission Terms. The parties expressly incorporate into these Submission Terms the terms of California Civil Procedure Section 1283 and 1283.05 pertaining to pre-hearing discovery. Notwithstanding the foregoing, I acknowledge that AllHealth may nonetheless (1) seek to obtain injunctive or other equitable relief from a court to enforce the provisions of these Submission Terms; (2) bring an action in court to protect or interpret any of AllHealth?s purported intellectual property rights; and/or (3) bring an action to enforce the decision of the arbitrator before any court with jurisdiction. These Submission Terms will not be assignable by me except as approved in writing by AllHealth and any unauthorized, purported assignment will be null and void. AllHealth, and its successors and assigns, will have the unlimited right to assign these Submission Terms and the rights granted at any time, in whole or in part, to any party. I acknowledge that these Submission Terms shall not apply to any audio, visual or audiovisual material that may be the subject of a separate written agreement between AllHealth and me. I will execute any documents (after being afforded a reasonable opportunity to review and/or confirm the same) and do any other acts as may be reasonably required by AllHealth to further evidence or effectuate AllHealth?s rights as set forth in these Submission Terms and I appoint AllHealth as my attorney-in-fact (which appointment is irrevocable and coupled with an interest), with full power of substitution and delegation, but only to execute any and all such documents, or perform such acts, which I fail to execute (after being afforded a reasonable opportunity to review and/or confirm the same). AllHealth will promptly furnish to me a copy of all such documents that AllHealth executes on my behalf.

Executed as of the date the Submission was submitted online.