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WEBSITE AGREEMENT

The following terms and conditions govern the use by you of the CERES GROUP, INC. AND ITS SUBSIDIARIES, 
Central Reserve Life Insurance Company, Continental General Insurance Company, and Provident American Life & Health Insurance Company ("Ceres") website currently located at www.ceresgp.com (the "Website"). The conditions apply to all materials, online communications and other information and materials that are or become available on this website ("Information"). Please read these terms and conditions carefully before accessing this Website. BY SIGNING ON AND USING THIS WEBSITE, YOU SPECIFICALLY AGREE TO EACH OF THE FOLLOWING PROVISIONS:

1. External Links. This Website may contain links to other websites. Ceres is not responsible for the availability of these external websites nor does it endorse or is it responsible for any of the contents, advertising, products or other materials on such external websites. Under no circumstances shall Ceres be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused in connection with the use of or reliance on any content, goods or services available on any such external website. Any concerns regarding any external link should be directed to the respective website, rather than to Ceres. By including a link to an external site in the Website, Ceres does not expressly state or imply that it has authorization from the owners of such site to link to it. Should you visit an external site from a link found on the Website, you do so at your own discretion and at your own risk.


2. Disclaimer of Warranties. THIS WEBSITE AND THE INFORMATION IS PROVIDED ON AN "AS IS" BASIS TO THE FULLEST EXTENT PERMITTED BY LAW. CERES DISCLAIMS ALL WARRANTIES OF TITLE, NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CERES DOES NOT WARRANT THAT THE INFORMATION IS COMPLETE OR ACCURATE, THAT USE OF THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION IS FREE OF DISABLING DEVICES (AS HEREINAFTER DEFINED). SHOULD YOU PURCHASE A CERES PRODUCT FROM CERES OR A THIRD PARTY, THE TERMS AND CONDITIONS APPLICABLE TO THAT TRANSACTION WILL GOVERN SUCH PURCHASE. YOUR USE OF THIS WEBSITE DOES NOT AFFECT THAT PURCHASE IN ANY MANNER. A "Disabling Device' is defined as any software, document, message or other material which contains a computer virus, worm, trojan horse, timebomb or other device which may erase, scramble, lock or disable computer software or equipment or may prevent users from using a website or any other item of hardware or software.


3. Limitation of Damages. UNDER NO CIRCUMSTANCES SHALL CERES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM THE USE OR INABILITY TO USE THIS WEBSITE OR THE INFORMATION, INCLUDING WITHOUT LIMITATION, USE OF OR RELIANCE ON THE INFORMATION, INTERRUPTIONS, ERRORS, DEFECTS, MISTAKES, OMISSIONS, DELETION OF FILES, DISABLING DEVICES, DELAYS IN OPERATION OR TRANSMISSION, NONDELIVERY OF INFORMATION, DISCLOSURE OF COMMUNICATIONS, OR ANY OTHER FAILURE OF PERFORMANCE.


4. Locality. Ceres operates and controls this Website from its offices located in the State of Ohio in the United States. Ceres makes no representation that the Information or other materials in the Website are appropriate or available for use in other locations. If you choose to access this Website outside of the State of Ohio through your own initiative, you are responsible for compliance with local laws, if and to the extent local laws are applicable.


5. Privacy. Ceres may use the personal data and information submitted by you during your use of the Website, but will not provide such personal data and information to third parties. Any personal information posted by you on the Website is at your own risk.


6. Third Party Content and Trademarks. Ceres may distribute content supplied by third parties on the Website. Any opinions, advice, statement, services, offers, or other information or content expressed or made available by third parties, including information providers or any other user of the Website, are those of the respective author(s) or distributor(s) and not of Ceres.


7. General. Ceres shall have the right at any time to change or discontinue any aspect or feature of the Website, including, but not limited to, content, hours of availability and equipment and/of software required for access or use of the Website or any portion of the Website. Ceres may also change the terms and conditions set forth in this Agreement and any subsequent use of the Website by you constitutes your agreement to such changed terms and conditions. Any rights not expressly granted herein are reserved to Ceres.


8. Other. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any principles of conflicts of law. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter.


9. Termination. Either you or Ceres may terminate this Agreement at any time. You may terminate this agreement at any time by destroying all materials obtained from the Website and all related documentation and copies thereof. This agreement will terminate immediately without notice from Ceres in Ceres' sole discretion if you fail to comply with any term or provision of this agreement. The provisions of Sections 2, 3, 4, 5, 7, 9, 11, 12 and 14 shall survive any termination or expiration of this Agreement.


10. Software License. Any software that is made available to download from this Website ("Software") is owned or licensed by Ceres and/or its suppliers and is subject to U.S. copyright, trade secret, trademark and other laws protecting intellectual property. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software, unless acceptance of a different license agreement is required prior to downloading the Software (the "License Agreement").


11. The Software is made available for downloading solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the extent permitted by applicable law.


12. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, CERES HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.


13. Products. The information and descriptions contained on this site are intended as general information and are not necessarily complete descriptions of all terms, exclusions and conditions applicable to the products and services offered by Ceres.


14. Indemnification. You agree to indemnify and hold Ceres and its suppliers, information providers, and the officers, directors and employees of Ceres (an "Indemnified Party") harmless against any losses, claims, damages, liabilities, penalty actions, proceedings or judgments (collectively referred to as "Losses") to which an Indemnified Party may become subject, related to or arising out of any infringement or misappropriation or alleged infringement or alleged misappropriation of any United States copyright, trademark, trade secret or other proprietary right related to your use of this website or related to or in connection with this agreement and will reimburse such Indemnified Party for all legal and other expenses, including reasonable attorneys fees incurred by such Indemnified Party in connection with investigating, defending or settling any Loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.
You also agree to indemnify and hold harmless an Indemnified Party against any Losses to which an Indemnified Party may become subject in which Losses arise out of or relate to this agreement or use of this website or your negligent or wrongful conduct will reimburse an Indemnified Party for all legal and other expenses including, without limitation, reasonable attorneys fees incurred by such Indemnified Party in connection with investigating, defending or settling any Loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.


15. Notices. Any notices required or permitted hereunder may be given by: (1) personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested; or (2) by overnight delivery. Notices delivered personally shall be deemed given as of the date of actual receipt. Notices delivered by overnight mail shall be deemed given as of the date of delivery. Notices delivered by mail shall be deemed given as of three days after mailing. Notices shall be addressed as follows:

Ceres Group Inc.
17800 Royalton Road
Strongsville, OH 44136
(440)572-2400



 
   
 CRLWS-563-(07/01/05) © 2005 Central Reserve Life Insurance Company, All Rights Reserved
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