Loans Interactive Web Site Agreement and Terms of Service

This Web Site Package Agreement (“Agreement”) is entered into as of today (“Effective Date”) between Loans Interactive, a Florida corporation, with its principal place of business at 7061 Grand National Drive Suite 112 Orlando, Florida 32819 (“Provider”), and your organization (“Client”).

WHEREAS , Provider licenses/sells Web Site Packages and Products for the Mortgage & Real Estate Industry and Client wishes to license and/or purchase Provider’s Web Site Packages and Products as set forth in the Loans Interactive & Real Estate Web Plus Website Order (“Web Site Order”), and agrees to all of the terms and conditions set forth in this Agreement, the Web Site Order and the Loans Interactive / Real Estate Web Plus Web Site Package Terms of Use.

NOW, THEREFORE , in consideration of the foregoing, the parties hereby agree as follows:

TERM & TERMINATION
Provider will deliver a monthly service that Client can cancel at any time which becomes effective on the first day of their next billing cycle. There are no refunds under any and all circumstances. For the 12 month hosting package, the annual subscription fee is divided by 12 to calculate the monthly cost. There are no cash refunds under any and all circumstances. Refunds are only given in the event of staff billing errors, client who over pay will be given credits towards their services. Because no refunds are given, clients are free to use their service credits for any services we offer. All Loans Interactive and Real Estate Web Plus website packages are recurring subscriptions. Monthly packages are billed monthly and annual packages are billed yearly on the anniversary of the sign-up date. All subscriptions will automatically renew unless the subscription has been cancelled before the next billing date.

If Client elects to purchase an additional product, module or tool to be added to its web site, at any time during the Term of this Agreement, the Term for that product, module or tool shall be coterminous with this agreement. In addition, if Client’s account at any time becomes delinquent (defined as thirty days overdue), Provider shall have the right to terminate all licenses and services provided to Client under this Agreement (including disabling Client’s web site) and Provider will be entitled to collect all sums due immediately. If a Client’s web site is disabled due to nonpayment, Client will pay a reactivation fee of $25 before the web site is reactivated. Any site cancelled by us for non-payment, or any other reason(s), will be sent to a collections agency.

Upon Providers cancellation of Web Site services to Client or upon the termination of this Agreement, Provider shall ( i) replace the home page of the Web Site with a standard error message at no charge to Client; (ii) if the client’s account is current, we will release the client’s domain for transfer. LoansInteractive.com reserves the right to refuse service with-out refund or dispute the account of any client found to be harassing, rude, using profanities or being less then professional with staff regardless of communication method, this includes phone, email, chat or any other methods of communication.

FEES Client shall pay to Provider the applicable Fees ("Fees"), as stated in the Website Order or if not noted herein, the Fees as shown on the Provider’s Web Site shall be controlling. Set Up Fees provide Client the right to use products and services from Provider. The Monthly or Annual Hosting Fees are for maintenance/service and will remain fixed for the Initial Term as defined in the Loans Interactive Web Site Package Agreement. Upon completion of the Initial Term, the Monthly Fees are subject to change by Provider at any time. Additional Fees for Premium Usage and Audit/Security requests may be applicable. By Acceptance of this Order Request you agree to pay for all additional Fees as charged. See Loans Interactive Website Terms of use located at www.loansinteractive.com/legalagreement for the categories of additional Fees. Fees for modifications requested by Client and for support services (including without limitation those provided by telephone or e-mail) shall be charged and paid for at Provider's then prevailing standard charges for time and materials.

Billing Errors - Client will resolve billing errors through our office and see the process through completion before attempting any chargeback through their credit card company. Client agrees to pay Loans Interactive any costs associated with premature chargebacks including but not limited to the fees we incur from any chargebacks ($35) and the costs of handling the chargeback.

Client acknowledges that some Web Site Packages and Products may only be purchased by automatic debit or credit card payments. For these packages/products, monthly payments by check will not be allowed. Client shall pre-pay all Fees, unless Provider otherwise agrees in writing. Monthly fees for partial months of Service will be pro-rated. Monthly Fees will be waived for the first fifteen (15) days after Web Site purchase. However, after that period, Monthly fees will be charged whether the Web Site is live or not. Any Fees that are not pre-paid shall be due and payable within thirty (30) days of the date of Provider's invoice. Client shall pay a late charge of 1.5% per month (or the highest amount permitted by law, whichever is lower), plus the costs of collection (including reasonable attorneys' fees) with respect to the amount of any past due Fees. In addition, all invoices that are not paid within thirty (30) days will also be assessed a service charge of $20.00 per invoice, to cover the administrative costs of rebilling and collection. Payments made by check that are returned for insufficient funds, for any reason, will be automatically charged $30.00. All custom web sites will require a nonrefundable prepaid charge equal to fifty (50) percent of the proposed Set Up Fee.

Client grants Providers full unchallenged authority to bring client account balance up to date, this includes billing credit cards on file, using a third party collection agency to recover funds, or any other method deemed appropriate by Provider. If your services have been terminated, prior to your receipt of the Services prior to the end of the Initial Term or the Renewal Term, whichever is then applicable, (a) Provider will not refund to you any fees paid in advance of such termination and (b) you shall be required to pay 100% of Provider's standard monthly charge for each month remaining in the term, unless otherwise expressly provided in this Agreement. If you terminate your receipt of Services prior to the end of the first thirty (30) days of the Initial Term, you are not entitled to a refund of the fees you paid in advance for the monthly Services, including any set-up fees. If client intends to sign-up for a promotion and do not use the proper promotion code to receive any specials or discounts, client will be responsible for all fees associated with the sign-up. If client has a remaining balance at time of account cancellation/termination and Provider has registered domain on behalf of client, then client authorizes the sale or use of domain without limitation to recover balances due. Anyone who claims that their credit card has been fradulently used must provide a police report for any refunds. Any client who files a dispute with their credit card company and later fails to provide a police report shall be billed per hour ($30) the time we spend disputing such fraudulent claims, client shall also incure cost of legal fees involved.

Client agrees it shall be financially responsible for all product additions ordered through the Loans Interactive staff by telephonic discussions and such telephonic requests/orders shall serve as the only required authorization by Client for all billings submitted for such product additions.

Proper Service Cancellation - There are two cancellation methods which a client may utilize. 1. Client may login to the client billing area and click on the request cancellation button. Doing this identifies the client because they will have to use a username and password. An administrative email is sent to staff, which will begin the cancellation process. Staff will email client with a cancellation confirmation code 2. The second method of cancellation is for client to call in during normal business hours and speak with a representative. At the time of the call, if account is being closed in good standing, then client will be provided a cancellation confirmation code. Both methods of cancellation will be promptly processed. Both cancellation methods will provide client a cancellation confirmation code, which every client will receive to confirm that the account is properly closed out. Clients who do not possess a cancellation confirmation code understand that their account is not fully closed out and they may potentially be billed until they use any of the approved cancellation methods and obtain their cancellation code. No other cancellation method other then the two approved methods are valid. Simply not paying does not constitute a cancelled account, it simply means client will have a due balance. Client understands and agrees that should there ever be a dispute as to when client's account was closed, the prevailing date will be the date that the cancellation confirmation code was given.

CONTENT OWNERSHIP Client will own a single user; nontransferable, perpetual license for the Web Site design graphics/content and HTML content, created by Provider for the Web Site if they were part of the custom design package. The Client shall retain such license after termination of this Agreement. This ownership/license will not include the graphics, text, scripts, object or source code, patents, trademarks or other intellectual property rights for the Provider's products/modules/tools/templates developed or modified for Client by Provider or used with Client’s Web Site and any database/programming code furnished or used by Provider in connection with the Web Site.

LEADS OWNERSHIP Leads developed by the Client’s website shall be owned by the Client. The Provider shall not redistribute those leads to anyone as long as the Client’s account is in good standing. Leads developed by the Provider’s websites and shared with the client, remain the property of the Provider with the Client having the right to use those leads within their business. The Client does not have the right to redistribute the Provider’s leads to anyone outside of the Client’s business entity.

CLIENT COVENANTS During the period that Provider provides Web site Package maintenance/service, Client shall not distribute on the Web site any Content that: (a) infringes on the intellectual property rights of any third party or any rights of publicity or privacy; (b) violates any law, statute, ordinance or regulation; (c) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) is obscene, child pornographic or indecent; or (e) contains any viruses or other computer programming routines that are intended to damage or detrimentally interfere with any system, data or personal information. Client grants permission to LoansInteractive.com to provide personally identifiable information and client data to law enforment personel, security personel and non-lawenforment investigators with or without a warrent, to determine if crime has been committed or to assist in a possible investigation.

PROVIDER’S INTELLECTUAL PROPERTY Provider grants Client a single user, non-exclusive, revocable, worldwide, non-transferable license during the Term to use Providers products, tools, modules which Client has ordered or are developed by Provider, for Client only on Provider's server. All such licenses shall terminate at the end of the Term, the cancellation of the license or upon the Providers cancellation of the Web Site services to Client, whichever occurs first. Client shall not, under any circumstances resell, distribute or allow any other company, entity or person to use any of Providers products, modules, tools, scripts, graphics, text, database/programming code and object/source code or Interest/Loan Rate Advisory data attained by or through Provider without Provider’s written consent. As between Client and Provider, the parties agree that Provider shall own and retain all intellectual property rights, copyrights, patents and all rights, title and interest in and to all of the products, modules tools, scripts, graphics, text, database/programming code and object or source codes, provided or supplied by Provider that are displayed on Client’s Web Site or used in the development or the maintenance of Client’s Web Site, aside from those items which client will own as noted above. Client further acknowledges and agrees that all of Providers Products, whether confidential or not, are subject to the copyright and trademark laws of the United States, and Client agrees not to infringe on any of those rights.

INDEMNITY Client shall indemnify, defend, and hold Provider, its officers, directors, agents, affiliates and employees harmless against any third party claim, action, suit or proceeding ( i) alleging any breach of the covenants contained in this Agreement, the Terms of Use or the Web Site Order, or (ii) arising from errors or inaccuracies in the Content of the Client’s Web Site, or (iii) any third party interception and misappropriation of Consumers loan data or other Consumer or Client confidential information that is transferred by email, where Client has chosen not to use a secure system for the transfer of such data. Client shall indemnify Provider, its officers, directors, employees or its affiliates for all losses, damages, liabilities and all reasonable expenses and costs (including all legal costs) incurred by Provider as a result of a judgment entered against Provider in any such claim, action, suit or proceeding. Client's obligations under this Section are conditioned upon Provider: (a) giving the Client prompt written notice of any claim, action, suit or proceeding for which Provider is seeking indemnity; (b); and reasonably cooperating with Client at Client's expense.

DISCLAIMER OF WARRANTIES: THE SERVICES PROVIDED BY PROVIDER UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS, AND CLIENT’S USE OF THE SERVICES IS AT ITS OWN RISK. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

LIMITATION OF LIABILITY: NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY STATED OR IMPLIED HEREIN, IN NO EVENT AND UNDER NO THEORY OF LIABILITY SHALL PROVIDER, ITS OFFICERS, DIRECTORS, OR EMPLOYEES OR ANY AFFILIATE OF PROVIDER THEREOF BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF TECHNOLOGY, LOSS OF DATA, LOSS OF USE OF SERVICE OR EQUIPMENT, LOSS DUE TO COMPUTER VIRUS, OR LOSS OF ANTICIPATED PROFITS OR LOST BUSINESS. IN NO EVENT AND UNDER NO LEGAL THEORY WILL PROVIDER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER DURING THE LAST SIX MONTHS.

LAW This Agreement will be governed, construed and enforced in accordance with the laws of the State of Florida without giving effect to principles of conflict of laws. Both parties agree to submit to exclusive jurisdiction in Florida with respect to this Agreement and further agree that any cause of action relating to this Agreement shall be brought and maintained in a court in Orange County, Florida. Provider retains an express ability to seek immediate injunctive relief, without notice should Client breach its license and misuse the products, modules tools, scripts, graphics, text, database/programming code and object or source codes owned by Provider. For any dispute arising from the terms of this Agreement, attorney fees and costs shall be paid by the losing party.

FORCE MAJEURE Except for the obligations to make payments, neither party shall be liable to the other or any third person for any delay or default in performing its obligations hereunder if such delay or default is caused by force majeure, such as wars or insurrections, riots, acts of government, strikes, work stoppages, labor troubles, fire, explosion, earthquake, flood, embargoes and/or inability to obtain materials, acts of God or other cause outside the reasonable control of the Party.

SEVERABILITY AND WAIVER If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

ASSIGNMENT Client may not assign this Agreement without the written consent of Provider. Provider’s rights and obligations will bind and inure to the benefit of its respective successors and assigns.

INDEPENDENT CONTRACTORS The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. Personnel supplied by Provider shall work exclusively for Provider and shall not, for any purpose, be considered employees or agents of Client. Provider assumes full responsibility for the acts of such personnel while performing services hereunder and shall be solely responsible for their supervision, direction and control, compensation, benefits and taxes.

NOTICE Aside from any specific notice procedures as outlined above or in the Loans Interactive & Real Estate Web Plus Terms of Use, all other notices required or permitted hereunder shall be given to the appropriate party at the address specified above or at such other address as the party shall specify in writing. Such notice shall be deemed given: upon personal delivery; if sent by telephone facsimile, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, five (5) days after the date of mailing.

COUNTERPARTS/FACSIMILE/ELECTRONIC ACCEPTANCE This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. A click through on the signup page, typing your name accompanied by a completed recurring credit card payment shall constitute a valid original signature for purposes of this Agreement.

TERMS OF USE/WEB SITE ORDER . By execution of this Agreement, Client acknowledges that Client has reviewed the Loans Interactive / Real Estate Web Plus Terms of Use that can be found at www.loansinteractive.com/legalagreement.htm and the Web Site Order and Client agrees to all terms and conditions as outlined therein without exception.

ENTIRE AGREEMENT This Agreement, sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. Only a writing signed by both parties may change it. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein. Where there is a conflict between this Agreement and the Terms of Use and/or the Pricing/Product Agreement, this Agreement shall be controlling.

IN WITNESS WHEREOF, Client ‘s duly authorized representative hereby executes this Agreement and acknowledges that by so doing, Client hereby agrees to abide by the Terms of the Agreement, the Terms of Use and all Conditions as described in the Web Site Order.

BY CLICKING “I AGREE”, TYPING IN MY NAME AND MAKING A CREDIT CARD PAYMENT, I ACKNOWLEDGE THAT I AM AUTHORIZED TO EXECUTE THIS AGREEMENT AND THAT I AM EITHER AN OFFICER FOR THE CLIENT, A GENERAL PARTNER OF THE PARTNERSHIP OR OWNER OF A SOLE PROPRIETORHIP, WHO HAS THE AUTHORITY TO AUTHORIZE THE PAYMENT FOR THE SERVICES CONTEMPLATED UNDER THIS AGREEMENT. I ACKNOWLEDGE THAT BY EXECUTING THIS AGREEMENT, I AM AUTHORIZING THE RECEIPTOF AN ELECTRONIC COPY OF THIS AGREEMENT IN LIEU OF A WRITTEN COPY OF THIS AGREEMENT AND I AGREE THAT AN ELECTROINIC COPY SHALL HAVE THE SAME LEGAL FORCE AND EFFECT AS A WRITTEN ORIGINAL.

Confidential and Proprietary Loans Interactive Website Package Order Agreement Rev 2006.03.16
Mortgage & Real Estate Websites for Mortgage Brokers and Real Estate Agents