WITNESSETH: WHEREAS, the parties to this Agreement wish to affiliate themselves for the limited purposes set forth in this Agreement and to that end, intend to establish links between their websites for their mutual benefit,

NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

1. Membership

   Anyone with a website may apply to become a member. Prospective affiliates must fully complete our online membership application posted on our website. We will evaluate your application in good faith and will notify you of your acceptance or rejection via email in a timely manner. LoanWeb.com reserves the right to reject any website for any reason. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the LoanWeb.com affiliate program for any reason, including, but not limited to, inclusion or links to content that is in any way adult in nature, offensive, unlawful, discriminatory, defamatory, indecent, or racially, ethnically, or otherwise objectionable. We will also not approve applications that include insufficient contact or website information, and sites under construction where we cannot adequately inspect links and content. You must be an adult over 18 years of age to participate. If we reject your application, you are welcome to re-apply to the LoanWeb.com affiliate program at any time. Sites/persons that have been involuntarily removed from the LoanWeb.com affiliate program may not re-apply, unless special permission in writing has been granted by LoanWeb.com.

2. Links and Graphics

   By using the LoanWeb.com links, you agree that you will fully cooperate with us to establish and maintain such links. You agree to monitor these links frequently and immediately resolve any linking or HTML problems. Each link will connect your website visitors to LoanWeb.com and will in no way change the look, feel, or functionality of your website. LoanWeb.com will provide you with a menu of links available to you in the Commission Junction website. You may not alter these links in any way. Furthermore, you may not use any graphical links other than those provided for you in the Commission Junction website without written permission from LoanWeb.com. These links are subject to change at any time, in our sole discretion. The LoanWeb.com affiliate team will be happy to assist you with link creation and strategic placement. Simply e-mail us at affil-mgmt@loanweb.com.

3. Tracking and Reporting

   LoanWeb.com will provide all of the affiliate tracking and reporting. We will also provide you with your own password-protected affiliate resource site, Commission Junction. Each affiliate and each affiliate website are assigned a unique source id. Your source id is automatically generated when you log into the Commission Junction website. Your tracking code is included in the image HTML you paste onto your website. This is why you must use the Link Generator tool in Commission Junction each time you create a link. LoanWeb.com will track click-throughs, impressions, completed mortgage quote requests, and revenues earned by affiliates. We will report this information for you and post it on the Commission Junction website each day.

4. Compensation
   1. LoanWeb.com agrees to pay affiliates a marketing & advertising fee for promoting our links on your website. Affiliates will earn a marketing & advertising fee each time a consumer originating from their website completes a mortgage quote request on the LoanWeb.com website. The specific marketing & advertising fee will be determined by LoanWeb.com in our sole discretion and will be assigned to the affiliate upon approval into the LoanWeb.com affiliate program. Compensation shall not exceed the reasonable market value of the facilities and services provided by an affiliate and shall be in compliance with applicable federal and state laws and regulations, including, the Real Estate Settlement Services Procedure Act. The parties will agree to negotiate an alternative compensation plan with similar economic benefits if we determine that such compensation arrangement is no longer in compliance with applicable federal, state or other laws and regulations, or any court or government agency having jurisdiction over the activities of either party.

   2. In accordance with Section 4a above, we will compensate you for fees earned approximately 30 - 60 days after the end of each calendar month (a "Payment Period"). Only revenues in excess of $25.00 will be paid during a payment period. Revenues less than $25.00 will be carried over to the next payment period. Affiliates will be paid by check via US Mail.

5. Your Responsibilities: Failure to comply with all or any of the following rules and regulations will result in the forfeiture of your commission and the immediate termination of your account. LoanWeb.com reserves sole judgment in determining fraud.
   1. You are solely responsible for:
   • ensuring that your business activities and your website content meet our affiliate guidelines, as specified in this Agreement.
   • posting links/graphics on your website and checking them frequently to ensure they are in proper working order
   • ensuring that all materials posted on your website are not libelous or otherwise illegal
   • monitoring your search engine listings, key words, and meta tags for complete compliance with this Agreement.
   • submitting to us a list of all additional websites where you plan to post LoanWeb.com links for approval at affil-mgmt@loanweb.com
   • updating all contact, payment, and website information via your administrative page and ensuring that your site complies with all applicable copyright and other laws.
   • developing your own branding, company logo, and business. You may not mislead a consumer by misrepresenting yourself as LoanWeb.com.
   • providing leads exclusively to LoanWeb. Leads may not be sold to any other company.
   
   
   2. You may not:
      • Use any computer or other electronic device to send an unsolicited advertisement (also known as "spamming") to an electronic mail address of an individual with whom you lack a preexisting and ongoing business or personal relationship, unless you have received an express invitation or consent/permission from that individual.
      • Add leads by fraudulent traffic generation (as determined solely by LoanWeb.com, such as pre-population of forms, monetary, gift, or prize incentives, or other methods not approved by LoanWeb.com).
      • By misleading consumers in pay-per-click search engine titles or descriptions. The title, description, and/or content must state the LoanWeb name or URL to provide an indication to the user that the link leads to LoanWeb and LoanWeb only
      • Provide inaccurate, misleading, or defamatory information, or make any guarantees about LoanWeb.com or the services it provides.
      • Can not directly link to our sign up form in Google's AdWords or Overture PPC campaigns.
      • May not distribute an email marketing campaign without the approval by LoanWeb.
      • Charge a fee to your website visitors to link to LoanWeb.com's website or services
      • Take part in, associate with, or otherwise become involved in any activity or operation that diminishes the image or reputation of LoanWeb.com.
      • Offer incentives and/or compensation to consumers in exchange for lead submission.
      • Add leads manually, batched, or in bulk into the LoanWeb website. Bulk or batched leads are defined as leads collected by various methods, then submitted to LoanWeb.


6. Compliance

   We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. If we determine that you need to make changes to your website in relation to your LoanWeb.com links, you must do so in a timely manner to remain a member in good standing.

   Click here for Email Compliance Rules

7. LoanWeb.com Policies

   Any user who links to LoanWeb.com, regardless of the point of origination, will be deemed customers of LoanWeb.com. Accordingly, all of our rules, policies, and operating procedures will apply to those customers. We may change our policies and operating procedures at any time.

8. Publicity and Promotions

   You shall not create, publish, distribute, or permit any written, verbal, or electronic material that makes reference to LoanWeb.com without first submitting such material to us and receiving our written consent. You shall not make mention of our affiliate agreement or linking relationship to any form or member of the media, unless you receive written permission from LoanWeb.com

9. Agreement Term

   The term of this agreement will begin upon our review and acceptance of your affiliate membership application and will end when terminated by either party. Either party may terminate this agreement at any time, with or without cause and for any reason, by giving the other party written notice of termination. You are only eligible to earn marketing and advertising fees during the term of this agreement. Upon termination, you must remove all LoanWeb.com links and other content provided.

10. Limited License

    For the term of this agreement as specified in Section 9 above, LoanWeb.com grants you limited access to our links, ../images, and services through the provided affiliate links in the Commission Junction website. This license is revoked immediately upon your removal, voluntary or involuntary, from the LoanWeb.com affiliate program. You may not copy or alter any of the material contained in or linked to the LoanWeb.com website. You will agree to refrain from using LoanWeb.com website content, links and services in any way that is disparaging or that otherwise portrays us in a negative light. We reserve all of our intellectual property rights, licenses, trademarks, name, website, content, and services. We may revoke your limited license at any time for any reason, by giving you written notice.

11. Modification

    We may modify any of the terms and conditions contained in this agreement at any time for any reason in our sole discretion. We may email these changes to you or you will see them posted on our site or on the Commission Junction website. Modifications may include, but are not limited to, changes to the compensation structure or schedule and LoanWeb.com affiliate program rules. If any change or modification is unacceptable to you, your only recourse is to terminate your LoanWeb.com affiliate membership. Your continued participation in the LoanWeb.com affiliate program following the notification of an agreement modification will constitute your binding acceptance of the change.

12. Relationship of Parties

    Both parties agree that we are independent contractors and nothing contained within this agreement will create any partnership or joint business venture, agency or franchise, sales representative, or employer / employee relationship. You shall not have any authority to make, accept, or solicit any offer or representation on behalf of LoanWeb.com. You shall not make any verbal, written, or electronic statement that may contradict this stated relationship of parties.

13. Limitation of Liability

    LoanWeb.com will not be liable to an affiliate or any other third party for any purposeful or accidental, direct or indirect, incidental or consequential damages, loss or reduction in profits or revenue, data, or relationship in relation to the promotion, operation, execution, performance of the LoanWeb.com affiliate site. LoanWeb.com disclaims all liability for all matters relating to you or your associations. You will indemnify and hold us harmless from all claims, suits, judgments, damages, expenses, etc. relating to your website or general business practices.

14. Confidentiality

    You agree that all LoanWeb.com information, pricing, agreements, correspondence, and any information you learn or have access to as an affiliate of LoanWeb.com shall remain strictly confidential and secret and shall not be used, directly or indirectly, by you or any third party for your own business purposes or personal gain. Members shall not use this information to compete with LoanWeb.com, nor will you share this information with any competitor.

15. Indemnification

    You agree to indemnify and hold harmless LoanWeb.com and its directors, officers, employees, agents, shareholders, partners, members, and associations against any and all claims, suits, actions, demands, injuries, liabilities, losses or deficits, damages, judgments, settlements, costs, or expenses that are a direct or indirect result of any negligence, illegal or unethical activity, fraud, misconduct, misrepresentation, copyright, intellectual property, or trademark infringement by you, your partner, or any association. The terms of this provision shall survive termination of this agreement.

LOANWEB.COM DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE LOANWEB.COM WEBSITE OR LOANWEB.COM's SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LOANWEB.COM SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING ANY ECONOMIC OR OTHER BENEFIT THAT COMPANY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.

16. Miscellaneous

    This Agreement (a) contains the entire agreement between the Parties with respect to its subject matter and supersedes any prior or contemporaneous oral or written agreements regarding its subject matter, (b) may be amended only by a written instrument, and (c) shall be governed by California law, without regard to conflict of laws principles.