Terms and Conditions

These LendingTree Terms and Conditions (“Terms”) are entered into by LendingTree and the Company shown on the Marketing Services Agreement (“Agreement”) that incorporates these Terms. All capitalized terms not defined herein shall have the meaning set forth in the Agreement. The parties hereby agree and acknowledge as follows:

General.
1. Services. LendingTree assists parties in identifying Consumers or Potential Borrowers seeking loans or other types of credit products (“Services.”) LendingTree provides its Services by sending Calls, Clicks or Leads to Company.
2. Terms and Conditions. These Terms govern Company’s receipt of Services from LendingTree. These Terms are incorporated by reference into the Agreement, and by entering into the Agreement, Company accepts and agrees to be legally bound by these Terms.
3. Policies. Company agrees that it is subject to and will comply with the policies applicable to each Service that Company chooses to receive via a Services Request Form. The policies are located at https://www.staging.lendingtree.com/legal/ltexchange-terms-conditions-policies.
4. Amendment. LendingTree reserves the right to amend or modify these Terms, and to amend or impose new or additional rules, policies, terms or conditions, at any time without liability. Notice of any changes to the Terms will be made by posting updated Terms at https://www.staging.lendingtree.com/legal/ltexchange-terms-conditions-policies and by emailing Company notice of such changes. Company’s continued use of the LendingTree Site after notice that the Terms or policies have changed shall constitute Company’s acceptance of such amendment or modification. It is Company’s responsibility to monitor for any changes to these Terms and to ensure that Company’s designated email address is set up so as to accept messages from LendingTree.
Definitions. The capitalized terms used herein shall have the meanings ascribed to them below or elsewhere in these Terms.
1. “Applicable Law” means all federal, state and local laws, regulations and ordinances that apply to the performance of a party’s obligations under the Agreement.
2. “Call” means a phone call with a Consumer or Potential Borrower initiated through the LendingTree Site.
3. “Canopy” means the web-based interface that LendingTree may make available to Company (for qualifying Services) at the LendingTree Site through which (i) updates to these Terms may be provided; (ii) Company may access reports provided by LendingTree in the usual course of business; and (iii) Company may update, adjust and maintain, either directly or through an Account Manager, Company Information, including certain pricing and volume parameters.
4. “Change of Control” means any event that results directly or indirectly in a change in the equity ownership, management or control of a party. Without limiting the generality of the foregoing, each of the following will be considered a Change in Control: (i) any consolidation or merger directly or indirectly involving a party; (ii) any sale of a material portion of a party’s assets; and (iii) any change in the beneficial ownership of more than fifty percent (50%) of the outstanding shares of a party’s voting stock; and (iv) a material change in the executive team of a party.
5. “Claim” means any claim or threatened claim, legal or equitable, cause of action, suit, litigation, proceeding (including a regulatory or administrative proceeding), grievance, complaint, demand, charge, investigation, audit, arbitration, mediation or other process for settling disputes or disagreements, including, without limitation, any of the foregoing processes or procedures in which injunctive or equitable relief is sought.
6. “Click” means when a Consumer or Potential Borrower clicks on an advertisement on the LendingTree Site.
7. “Company Ad Content” means any advertisements and data provided by Company to LendingTree for display, including but not limited to: logo, interest rate, APR, monthly payment, fees and points.
8. “Company Information” means information about Company and its Company Products, which may include:
  1. a list and description of all Company Products that Company will offer to Consumers or Potential Borrowers;
  2. the Evaluation Criteria for each Company Product;
  3. any Company Response parameters or data provided to LendingTree;
  4. a list and copies of all licenses, permits, authorizations and/or exemptions that Company relies on to offer Company Products in the states in which it will do business through the LendingTree Site;
  5. general information about Company (including logos or trademarks) for use on the LendingTree Site;
  6. certain pricing information and volume parameters; and
  7. a description of any brokerage activity to be performed by Company with Consumers or Potential Borrowers, including the names of any bank or wholesale lenders to be used by Company, and the same information about each bank or wholesale lender that is required of Company.
  8. Company Ad Content.
  9. “Company Product” means a loan or other type of credit product that may be offered by Company to Consumers or Potential Borrowers.
  10. “Company Response” means the response provided by Company to a Consumer or Potential Borrower through the LendingTree Site.
  11. “Consumer(s)” means a natural person(s) that uses the LendingTree Site(s).
  12. “Evaluation Criteria” means evaluation criteria supplied by Company and compared by LendingTree to the information submitted by Consumers on a Qualification Form.
  13. “Judgment” means any judgment, writ, order, injunction, award or decree of or by any court, judge, justice or magistrate, including any bankruptcy court or judge and any order of or by any governmental authority.
  14. “Launch” means the date on which Company begins to receive a certain type of Service.
  15. “Lead” means the data record created when a Consumer or a Potential Borrower completes a Qualification Form on the LendingTree Site.
  16. “LendingTree Site” means (i) the webpages maintained by LendingTree that may be accessed through the Internet at www.lendingtree.com and any related webpages, and (ii) any other webpages used by LendingTree in identifying Consumers or Potential Borrowers seeking loans or other types of credit products.
  17. “Loss” or “Losses” means and includes any loss, assessment, fine, penalty, deficiency, interest, payment, expense, cost, debt, indebtedness, liability, lien, Judgment or damage, which is sustained, incurred or accrued.
  18. “Potential Borrower” means a business entity that uses the LendingTree Site.
  19. “Services Request Form” means the form used to indicate the type of Services that Company purchases from LendingTree.
  20. “QF” or “Qualification Form” means the questionnaire used by LendingTree to collect information from Consumers or Potential Borrowers.
Services.
1. Promotion, Marketing and Maintenance. LendingTree will promote, market and maintain the LendingTree Sites.
2. Access. LendingTree will provide Consumers and Potential Borrowers with convenient and secure access via Internet to the LendingTree Sites.
3. Content and Advice. LendingTree will provide educational content for Consumers and Potential Borrowers related to the financing process, as well as general advice about the different types of loans or other types of credit products that may be sought through the LendingTree Site.
4. Tools and Resources. LendingTree will provide access to a variety of tools and resources to help Consumers and Potential Borrowers evaluate the types and amounts of credit for which they may be interested, including for example, loan calculators.
5. Qualification Forms. LendingTree will collect information from certain Consumers and Potential Borrowers through its Qualification Forms.
6. Evaluation Criteria Comparisons. For qualifying Services, LendingTree will compare Consumers’ and Potential Borrowers’ loan preferences, and certain other relevant information, to Company’s Evaluation Criteria through the use of LendingTree’s proprietary computerized filter systems. In addition, LendingTree may make available, in its sole discretion, via Canopy, a mechanism by which Company may set certain Company Response parameters in response to receipt of Consumers or Potential Borrowers matching certain Evaluation Criteria.
7. Software and Server Maintenance. LendingTree will develop and maintain software and servers necessary to facilitate the transmission of Services to Company.
8. Authorization. LendingTree will obtain advance authorization from Consumers and Potential Borrowers to forward F and Leads to Company.
9. Documents and Cooperation. LendingTree shall obtain the Consumer’s agreement for Company to report to LendingTree the information contemplated by the Agreement. LendingTree shall retain copies of all documents relating to the transactions conducted through the LendingTree Site for Consumers whose Calls, Clicks or Leads are transmitted to Company in accordance with Applicable Law. Subject to Applicable Law and pursuant to a request from Company’s governmental regulator(s), LendingTree shall provide such regulator with a copy of these documents promptly after Company or its governmental regulator(s) makes a request to LendingTree. LendingTree further agrees that it shall cooperate fully in any such governmental examination and oversight.
10. Technical Support. LendingTree will provide related technical support for the data transmission process to Company.
11. Account Managers. LendingTree may provide an account manager to Company during the Term (the “Account Manager”). The Account Manager will manage the day-to-day aspects of the relationship with Company. Company may request that its Account Manager make changes to Company’s account settings from time to time, including modifications to pricing, volume parameters, and Evaluation Criteria, and Company agrees to be bound by any such modifications.
Representations, Warranties and Covenants. Each party represents, warrants, and covenants as follows:
1. Authority. Each party is organized and validly existing under the laws of the jurisdiction of its organization. Each party has full corporate power and authority to transact any and all business contemplated by this Agreement and possesses all requisite authority, power, and licenses, permits, and franchises to conduct business wherever it conducts business and to execute, deliver, and comply with its obligations under the terms of this Agreement. Each party has taken all necessary action to authorize its execution, delivery, and performance of this Agreement. Each party further represents that, by entering into this Agreement, it is not violating the terms of any other agreements with third parties.
2. Conflict with Existing Laws or Contracts. The execution and delivery of this Agreement and the performance of its obligations hereunder by each party will not (i) conflict with or violate (a) its Certificate of Incorporation or By-laws or other organizing documents or (b) provisions of any law, regulation, decree, demand or order to which it is subject; or (ii) conflict with or result in a breach of or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under any of the terms, conditions or provisions of any understanding, agreement or instrument to which it is a party or by which it is bound or any order or decree applicable to it or resulting in the creation or imposition of any lien on any of its assets or property.
3. Compliance with Laws. Each party represents and warrants that it will comply with and perform its obligations in accordance with all Applicable Laws (including identifying and procuring required licenses, permits, consents, certificates, approvals, and inspections) required of such party or for which such party is responsible for hereunder.
4. Binding Enforceability. These Terms and all the obligations of each party hereunder, shall constitute the valid and binding obligations of each party, enforceable against each in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting enforcement of creditors’ rights and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).
Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE LENDINGTREE SITE IS PROVIDED FOR USE “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, LENDINGTREE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, LENDINGTREE MAKES NO GUARANTEE THAT THE OPERATION OF THE LENDINGTREE SITE, PLATFORMS OR THE PROCESS BY WHICH IT PROVIDE SERVICES WILL BE UNITERRUPTED OR ERROR-FREE, AND LENDINGTREE WILL NOT BE LIABLE FOR INTERRUPTIONS OR ERRORS TO THE FOREGOING. LENDINGTREE DOES NOT ATTEMPT TO FULFILL ANY REGULATORY OBLIGATIONS, INCLUDING NOTICES OR DISCLOSURES, WHICH MAY BE TRIGGERED BY COMPANY’S RECEIPT OF OR RESPONSE TO THE SERVICES. LENDINGTREE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE QUANTITY OR QUALITY OF CALLS, CLICKS OR LEADS THAT WILL BE TRANSMITTED TO COMPANY, THE IDENTITY OF CONSUMERS OR POTENTIAL BORROWERS TRANSMITTED TO COMPANY, THE VALIDITY OR ACCURACY OF ANY QUALIFICATION FORM INFORMATION, OR THE CREDITWORTHINESS OF CONSUMERS OR POTENTIAL BORROWERS. LENDINGTREE IS NOT A LENDER, AND IS NOT ENGAGED IN MAKING LOANS OR EXTENDING CREDIT TO CONSUMERS OR POTENTIAL BORROWERS. QUALIFICATION FORMS DO NOT CONSTITUTE A LOAN APPLICATION OR PREQUALIFICATION.
Confidentiality.
1. Nondisclosure and Non-use. The parties acknowledge that each party (“Recipient”) will receive in connection with this Agreement confidential information relating to the other party’s (“Disclosing Party”) business, including but not limited to, information regarding the Disclosing Party’s products, services or offerings; planned marketing or promotion of the Disclosing Party’s products, services or offerings; the Disclosing Party’s business strategies, policies or practices; the Disclosing Party’s inventions, patents and patent applications, discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how,” trade secrets, any and all customer information, including without limitation, Consumer Information, customer lists, customer names, addresses, property descriptions, credit information, and loan offer and approval information, and all other information related to customers, price lists and pricing policies; financial information, including budgets, forecasts, projections, operating results and financial statements; and information received from others that Disclosing Party is obligated to treat as confidential (collectively, “Confidential Information”). Each party agrees to protect and maintain the secrecy of the Disclosing Party’s Confidential Information by, among other things: (i) treating such information with at least the same standard of care and protection which such party accords its own confidential and proprietary information but in any event with no less than a reasonable degree of care; (ii) using care in the assignment of personnel who receive or have access to such information, and instructing and obtaining the prior written agreement of such personnel to take all reasonable precautions to prevent unauthorized use or disclosure thereof; and (iii) not using, disclosing or exploiting such information except as necessary to perform any services or obligations hereunder or as otherwise pre-authorized by the Disclosing Party in writing.
2. Exceptions. Confidential Information does not include any information that the Recipient can demonstrate: (i) was in the public domain at the time it was received; (ii) enters the public domain through no fault of the Recipient; (iii) was or is provided to Recipient by a third party on a non-confidential basis, provided such third party is not and was not prohibited from disclosing such Confidential Information to the Recipient by any legal, fiduciary, or contractual obligation; or (iv) is independently developed or acquired by Recipient without use of or reference to the Disclosing Party’s Confidential Information.
3. Required Disclosure. Any disclosure by the Recipient of any of the Disclosing Party’s Confidential Information as required by law (including disclosures necessary or appropriate in filings with the Securities and Exchange Commission or other governmental body), or by valid and effective subpoena or order issued by a court of competent jurisdiction, shall be subject to the terms of this Section. Prior to making any such disclosure, Recipient shall (i) promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a request so that the Disclosing Party may consider seeking a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement, (ii) reasonably consult with the Disclosing Party on the advisability of taking legally advisable steps to resist or narrow such request, (iii) only disclose such portion of the Confidential Information as such Recipient is required, in the opinion of counsel, to disclose and (iv) if disclosure of such information is required, exercise its commercially reasonable efforts, at the expense of the Disclosing Party, to obtain an order or other reliable assurance that confidential treatment will be accorded to any Confidential Information that Recipient is required to disclose.
4. Destruction of Confidential Information. Upon termination of this Agreement, and on written request of the Disclosing Party, the Recipient will promptly destroy, and provide satisfactory certification of such destruction, all tangible items containing the Disclosing Party’s Confidential Information; provided, however, that the Recipient shall be permitted to maintain a copy as required by Applicable Law, the record keeping requirements of any applicable authority and/or any internal compliance policies. Any Confidential Information retained pursuant to this Section shall remain subject to the confidentiality provisions contained in this Agreement for so long as it is retained by the Recipient.
5. Ownership and Reservation of Rights. The Disclosing Party herby retains its entire right, title, and interest, including all intellectual property rights, in and to all Confidential Information. Any disclosure of such Confidential Information under this Agreement shall not be construed as an assignment, grant, option, license, or other transfer of any such right, title, or interest whatsoever to the Recipient.
6. Injunctive Relief. Each party acknowledges that all of the Disclosing Party’s Confidential Information is owned solely by the Disclosing Party (or its licensors) and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury to the Disclosing Party, the degree of which would be difficult to ascertain. Accordingly, notwithstanding Section 16, each party agrees that the Disclosing Party will have the right to seek an immediate injunction enjoining any breach or alleged breach of this Section, wherever it deems appropriate, as well as the right to pursue any and all other rights and remedies available at law or in equity in the event of such a breach or alleged breach.
Audit Rights. During the Term and for one (1) year thereafter, LendingTree may, at its own expense, audit and copy from Company’s books, records, and other documents as necessary to determine Company’s compliance with its payment obligations under this Agreement. The Parties shall agree on a mutually convenient date for each such audit within thirty (30) days of Company’s receipt of the audit notice. LendingTree may conduct any audit under this Section at any time during Company’s regular business hours; provided, however, that LendingTree shall not exercise its audit rights under this Section more than one (1) time in any calendar year.
Maintain Loan Documents. Company shall retain copies of all documents relating to its transactions with Consumers and/or Potential Borrowers in accordance with Applicable Law. Company shall provide LendingTree with a copy of these documents within five (5) business days after LendingTree makes a written request to Company.
Consumer Information. Company understands that it may receive information in connection with Calls, Clicks or Leads transmitted by LendingTree to Company which shall include, but is not limited to, a person’s name, address, e-mail address, social security number, telephone number, and any other information that identifies or is identifiable with a Consumer (“Consumer Information”). Consumer Information is LendingTree Confidential Information, and Company will maintain such Consumer Information in accordance with the Agreement, and in accordance with all Applicable Laws.
Use of Consumer Information. Company shall use and disclose Consumer Information only in accordance with Applicable Law. Additionally:
1. Company will not disclose, and will not allow to be disclosed, whether directly or indirectly, any Consumer Information with any unaffiliated third party unless and until Company obtains Consumer’s authorization to do so in accordance with Applicable Law.
2. Unless and until the Consumer establishes an independent customer relationship with Company by submission of an application or unless the Consumer provides Company separate authorization, Company will not use Consumer Information for any purpose other than to evaluate the Consumer’s request for Company’s Products.
3. Company shall not sell, disclose or otherwise transfer, directly or indirectly, any Consumer Information containing personally identifying information to any third party. This Subsection is not intended to prohibit Company from working with Subcontractors such as bank lenders, wholesale lenders, vendor management companies, lead management providers, pricing engines, automated underwriting systems or e-mail distribution companies.
4. If requested by Company in writing, Company authorizes LendingTree to display Company’s privacy policy to Consumers. Company will provide LendingTree its current privacy policy, and Company will update such privacy policy by communicating changes to such privacy policy to LendingTree as necessary to ensure that such privacy policy is current and accurate. Company acknowledges that LendingTree’s presentation of Company’s privacy policy information will in no way imply any exercise of LendingTree’s independent judgment as to the legal sufficiency or advisability of any such information, notices or disclosures or the delivery or timing of such delivery.
Information Security. Company shall implement and maintain throughout the Term, a documented information security program (the “Information Security Program”) applicable to all facilities, networks, infrastructure, and cloud resources used by Company. Company has and will maintain network infrastructure, physical and electronic security procedures and controls that meet or exceed the best standards, policies, and practices applicable to companies in the financial services industry. Such Information Security Program must, at a minimum, be designed to:
1. ensure the integrity and confidentiality of Consumer Information, and any other LendingTree Confidential Information;
2. protect against anticipated threats or hazards to the security and integrity of Consumer Information, and any other LendingTree Confidential Information;
3. protect against unauthorized access, use or disclosure of Consumer Information, and any other LendingTree Confidential Information that could result in substantial harm or inconvenience to the person or entity to whom the Consumer Information, or LendingTree Confidential Information, relates; and(d) ensure the proper disposal of Consumer Information, and any other LendingTree Confidential Information.
  1. Updates and Assessment. At least annually, Company will update its Information Security Program and its administrative, technical and physical safeguards, policies and procedures, to ensure that Company’s policies and procedures remain current with applicable information security standards, Applicable Laws, and to address anticipated threats and hazards. On request, Company will provide evidence of having completed these annual assessments and updates.Information Security Standards and Reviews. LendingTree may perform a reasonable information security review (each, a “Review”) on any system, application, network or site used by Company in accessing, processing, or storing Consumer Information and any other LendingTree Confidential Information. In addition, as part of such Review, LendingTree may reasonably request, and Company shall make available, summaries of its relevant policies and procedures, such as penetration testing results, SSAE 18/SOC I and II reports, complaint resolution policies, telemarketing compliance policies, disaster recovery plans, business continuity plans, insurance certificates and incident response plans. Any Review shall be reasonable in scope, performed during Company’s normal business hours, and shall occur no more than one time during any twelve (12) month period during the Term. Each Review shall be conducted by LendingTree or its designee (provided that such designee is reasonably acceptable to Company and executes a confidentiality agreement). Should any Review result in the discovery of material security risks to the systems, applications, networks or sites used by the Company in accessing, processing or storing Consumer Information or any other LendingTree Confidential Information, Company shall propose within ten (10) business days reasonable measures to promptly correct, repair or modify the applicable system, application, network or site to effectively eliminate the risk. If Company is unable or unwilling to correct, repair or modify the applicable system, application, network or site to effectively eliminate the risk, LendingTree may immediately terminate this Agreement on written notice to Company.
  2. Incident Reporting. “Incident” shall mean any unauthorized action by a known or unknown person which would reasonably be considered one of the following: an attack, penetration, denial of service, access to or disclosure of Consumer Information or Confidential Information, misuse of system access, unauthorized access or intrusion (hacking), virus intrusion, scan of Company’s (or any third party vendor used by Company) systems or networks, or any other activity that could adversely affect Consumer Information or Confidential Information. Company shall report to LendingTree all known or suspected Incidents and shall provide the following information: (i) nature and impact of the Incident; (ii) actions already taken by Company; (iii) Company’s assessment of immediate risk; and (iv) corrective measures to be taken, an evaluation of alternatives and next steps. Company shall, at its cost and expense (including but not limited to the costs of investigation and notification), remediate the effects of the Incident in accordance with Applicable Law. Company shall continue providing appropriate status reports to LendingTree regarding the resolution of the Incident and prevention of future such Incidents. LendingTree may require that Company’s accessing, processing or storing of Consumer Information or Confidential Information be suspended, connectivity with Company be terminated, or other appropriate action be taken pending such resolution.
Subcontractors. With the prior written consent of LendingTree, Company may use the services of subcontractors to perform certain of its responsibilities or obligations under this Agreement, including but not limited to wholesale lenders or bank lenders to fund loans, or third parties to receive Calls, Clicks or Leads on Company’s behalf (“Subcontractors”). Company will remain liable for responsibilities and obligations of Company under the terms and conditions of this Agreement, even if some of the responsibilities and obligations are performed by Company’s Subcontractors. Company shall be solely responsible for ensuring that its Subcontractors abide by all terms in this Agreement. Subcontractors may not be located or transmit any Consumer Information outside of the United States of America.
Intellectual Property.
1. Trademark Ownership and License. Subject to the terms and conditions of this Agreement, each party (“Owner”) hereby grants the other party (“Marks Licensee”) a royalty-free, non-exclusive, non-transferable, non-sublicensable license during the Term to use the Owner’s trademarks solely on advertising and related printed or online marketing materials used exclusively for marketing or promotion purposes by the Marks Licensee solely to perform activities and obligations contemplated under this Agreement. Each Marks Licensee agrees to state in appropriate places on all materials using or displaying the Owner’s trademarks that such marks are the trademarks of the Owner and to include the symbols â or ^TM as appropriate and practicable. In any case where it is not reasonably possible to include an ® or ^TM notification, notification shall be through a footnote or other means to accurately identify ownership of the relevant trademarks. However, each Owner grants the Marks Licensee no rights in or to any of its trademarks, service marks, or trade names, other than the rights expressly granted in the foregoing sentences. Each Marks Licensee expressly acknowledges the Owner’s sole and exclusive ownership of its trademarks and agrees not to take any action inconsistent with such ownership. Each Marks Licensee agrees further to take such additional actions, at the Owner’s expense, as the Owner deems reasonably necessary to establish and/or preserve the Owner’s exclusive rights in and to its trademarks. Each Marks Licensee agrees not to form any combination marks with the Owner’s marks, or adopt, use or attempt to register any trademarks, service marks or trade names that are confusingly similar to the Owner’s trademarks.
2. Quality Control. Use of an Owner’s trademarks as permitted herein shall conform in all respects with the Owner’s then current trademark usage policies, and the Marks Licensee shall provide the Owner with prior notice and samples of all materials utilizing the Owner’s marks for the Owner’s written approval, which shall not be unreasonably withheld or delayed. All uses by a Marks Licensee of the Owner’s marks shall inure to the benefit of, and be on behalf of, the Owner.
3. Use and Termination of Marks. Upon termination of this Agreement, the Marks Licensee shall cease to use any information, names, or marks of the Owner and shall remove any Owner trademarks from items and locations under its control. Notwithstanding the foregoing, LendingTree may include Company’s name (and any logo provided by Company) on the LendingTree Site, in advertising and press announcements that indicate Company utilizes LendingTree’s services and/or products. The Owner may terminate the foregoing license if, in its reasonable discretion, the Marks Licensee’s use of the Owner’s marks tarnishes, blurs or dilutes the quality associated with such marks or the associated goodwill and such problem is not cured within ten (10) days of written notice of breach; alternatively, instead of terminating the license in total, the Owner may specify that certain Marks Licensee uses may not contain such Owner marks.
4. Reservation of Rights. Each party shall continue to own all rights, title and interest in and to its trademarks, patents, know-how, trade secrets, software and all other intellectual property, subject only to the license rights expressly granted herein.
Indemnification.
1. Indemnification. Each party (as the “Indemnifying Party”) will indemnify, defend and hold the other party (the “Indemnified Party”) and its directors, officers, shareholders, employees, agents, and affiliates, harmless from and against any and all Claims made by third parties arising out of or related to: (i) any breach of this Agreement; (ii) any violation of Applicable Laws; (iii) the Indemnifying Party’s infringement of any intellectual property rights, contracts rights or tort rights (including the right of publicity or right of privacy) of any third party; or (iv) the Indemnifying Party’s gross negligence or willful or wanton misconduct. Further, Company shall be solely responsible for its Subcontractors, and Company shall indemnify LendingTree against any Claims arising from its Subcontractor’s acts or omissions. The Indemnifying Party agrees to promptly pay and fully satisfy any and all Losses, Judgments or expenses, including, without limitation, costs of settlement, reasonable attorneys’ fees, accounting fees, expert costs and fees, incurred or sustained, or reasonably likely to be incurred or sustained by the Indemnified Party as a result of any Claims of the types described in this Section.
2. Procedures. The Indemnified Party shall: (i) promptly notify the Indemnifying Party in writing of any Losses for which the Indemnified Party seeks indemnification, provided however, that failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual material prejudice by such failure); (ii) provide reasonable cooperation to the Indemnifying Party and its legal representatives in the investigation of any matter which is the subject of indemnification; and (iii) permit the Indemnifying Party full control over the defense and settlement of any matter subject to indemnification; provided, however, that, the Indemnifying Party shall not enter into any settlement that affects the Indemnified Party’s rights or interests without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld or delayed. The Indemnified Party shall have the right to participate in the defense at its expense.
Limitation on Liability. EXCEPT IN THE EVENT OF A BREACH OF SECTION 6 (CONFIDENTIALITY), SECTION 11 (INFORMATION SECURITY) OR FOR SECTION 14 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE TO THE OTHER, IN CONTRACT, TORT, OR OTHERWISE, FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES RESULTING FROM PERFORMANCE OR NONPERFORMANCE UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE LOSS OF ANTICIPATED PROFITS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL LENDINGTREE’S LIABILITY TO COMPANY EXCEED THE AMOUNT OF THE FEES COMPANY HAS PAID LENDINGTREE IN THE PRIOR ONE (1) YEAR PERIOD UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY AND WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THIS SECTION 15 REPRESENTS A REASONABLE ALLOCATION OF RISK.
Governing Law and Venue.
1. The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina without regard to any conflict of law provisions. Should a dispute arise under or in relation to this Agreement, jurisdiction over and venue of any suit filed by Company shall be exclusively in the appropriate state or federal court located in Charlotte, North Carolina unless waived by LendingTree.
2. The Parties agree that the prevailing party: (a) in any action to enforce this Agreement and preserve any rights hereunder; (b) in any action to collect Fees due hereunder, or (c) any litigation, dispute, suit, proceeding or action, and any appeal or review thereof, in any way relating to this Agreement or any other document or agreement executed or delivered in connection herewith, shall be entitled to an award of its reasonable costs, expenses, and attorneys’ fees, in addition to all other remedies.
Miscellaneous.
1. Set Off and Taxes. LendingTree reserves the right to set off any amounts LendingTree may be obligated to pay Company under this Agreement, or any other agreement between the parties, against any unpaid balance owed to LendingTree by Company pursuant to this Agreement. The parties shall each be responsible for payment of their respective taxes and assessments incurred in connection with performance of this Agreement.
2. Independent Contractor. The Parties are independent contractors with respect to each other. By virtue of this Agreement, neither party shall become, and under no circumstances shall either party be construed as, an employee, agent, joint venturer, or partner of the other party.
3. Assignment and Change of Control. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the non-assigning party, which consent will not be unreasonably withheld. Any purported assignment or delegation by the assigning party, in the absence of the non-assigning party’s written consent, shall be void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. LendingTree must consent to any Change of Control that occurs with respect to Company.
4. Public Statements. Neither party will make any announcements or statements to the public concerning the relationship between them or the transactions described herein without the prior written consent of the other party. Except as provided herein, neither party will use the other party’s name, trademark or logos without the prior written consent of the other party.
5. Non-Solicitation. Unless otherwise approved in writing, during the Term and for one (1) year thereafter, Company shall not hire any person who is or was an employee of LendingTree during the Term; provided, however, that this provision shall not apply to general advertising solicitations or similar efforts not specifically targeted towards current or former LendingTree employees.
6. Severability. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, this Agreement shall be construed as if not containing that provision, and the rest of the Agreement shall remain in full force and effect.
7. Force Majeure. Except for Company’s payment obligations, neither party shall be liable to the other for any default or delay in performance of any of its obligations under this Agreement to the extent that such default or delay is caused, directly or indirectly, by an event beyond such party’s reasonable control (and not caused by the negligence of the non-performing party), including without limitation, fire, flood, earthquake or other acts of God; wars, rebellions or revolution; acts of terrorism; riots or civil disorders; accidents or unavoidable casualties; interruptions in transportation, communications or power facilities; or changes in any Applicable Law.
8. Waiver. No term or provision hereof will be deemed waived or modified, and no variation of terms or provisions hereof shall be deemed consented to, unless such waiver or consent is in writing signed by the party against whom such waiver or consent is sought to be enforced. Any delay, waiver or omission by either party to exercise any right or power arising from breach or default of this Agreement by the other party shall not be construed to be a waiver by that party of any subsequent breach or default.
9. Survival. All provisions that by their nature are intended to survive the termination or expiration of this Agreement, shall so survive. This includes, without limitation, Sections 5, 6, 8, 9, 10, 12, 13, 14, 15, 16 and 17.

Mortgage Loans Policy

All capitalized terms not otherwise defined in this policy shall have the meanings ascribed to them in the LendingTree Terms and Conditions.

Company Information. Company shall provide the Company Information to LendingTree prior to Launch, and shall maintain current and accurate Company Information at all times during the Term. Company will promptly notify LendingTree of the revocation, suspension or surrender of any applicable Company licenses, permits, authorizations and/or exemptions that Company relies on to offer Company Products in the states in which it will do business through the LendingTree Site.

Licenses. Upon LendingTree’s request, Company shall certify that it is properly licensed to offer Company Products, to receive the Services provided by LendingTree, and to perform its obligations in the states in which it is doing business. Upon LendingTree’s request, Company shall provide LendingTree with a copy of any bank charter(s), licenses, permits, authorizations and exemptions related thereto.

Evaluate QFs. Company shall have sole responsibility for evaluating and responding to QF and QF Information received through the LendingTree Site or through direct communications between Consumers and Company.

Respond to QFs. At least one Company Response must be delivered for the Company Product type requested.

Each Company Response shall be delivered through the LendingTree Site. Unless otherwise agreed to by LendingTree, each Company Response shall provide:
1. a denial message; or
2. a conditional offer for the Company Product type requested which contains at least the following information:
  1. Company name;
  2. Company contact information, including phone number and email address;
  3. welcome message;
  4. Canned text/disclosures (including any conditions which must be satisfied before Company is obligated to provide the Company Product to the Consumer);
  5. estimated loan amount;
  6. interest rate;
  7. Annual Percentage Rate (determined in accordance with Regulation Z);
  8. loan term (if applicable);
  9. down payment or required equity, if any;
  10. estimated monthly payment;
  11. prepayment penalty (Y/N);
  12. interest only (Y/N);
  13. interest only period (for interest only Company Products only);
  14. initial ARM term (required only for ARM Company Products);
  15. discount points (line 802 of HUD-1);
  16. origination points (line 801 of HUD-1);
  17. other Company fees (remaining 800 lines of HUD-1) not paid by Company for that Company Product, i.e., including, but not limited to, fees for appraisal, credit report, inspection, mortgage insurance application, flood certification, tax service, document preparation and application;
  18. the name and contact information of the lender whose name will appear as the payee on any promissory note at closing if different from Company, if known;
  19. loan program product type (i.e., fixed rate, ARM, balloon); and
  20. loan program category (i.e., FHA, VA, RD).
Each Company Response must be for a Company Product for which, based on the information contained in the QF, the Consumer is eligible. The interest rate provided in the Company Response must be based on a thirty (30) day lock period, must include escrows and shall not include any reductions for automatic payments or impounds. The Company Response shall not include more than three (3) discount points and/or more than two (2) origination points. Company must update rates used to determine the Company Response within twenty-four (24) hours of rate sheet changes.
Company will use commercially reasonable efforts to:
1. Contact Consumers within 1 hour of decisioning a QF;
2. Contact Consumers with 2 or more types of media (email, phone, postal mail, webpage);
3. Respect and follow Do-Not -Call hours as required by Applicable Law;
4. Limit consumer contact attempts to no more than three times per day;
5. Reference the following in email communications when transitioning the Consumer to Company: LendingTree, Company name, loan officer name, a toll free phone number, email, web address, hours of operation and next steps;
6. Use a contact management system that is integrated with LendingTree data;
7. Strive to provide an excellent consumer experience and encourage Consumers to leave lender and loan officer Ratings & Reviews feedback via the LendingTree Site (including the loan officer directory).
Company may not contact a Consumer by telephone, facsimile or e-mail unless and until Company has delivered a Company Response to the Consumer through the LendingTree Site.

Provide Complete and Accurate Disclosures. Company shall provide all notices and disclosures required by Applicable Law in connection with its transactions with Consumers.

Maintain Loan Documents. LendingTree shall retain copies of all documents relating to the transactions conducted through the LendingTree Site for Consumers whose QFs are transmitted to Company. Subject to Applicable Law and pursuant to a request from Company’s governmental regulator(s), LendingTree shall provide such regulator with a copy of these documents promptly after Company or its governmental regulator(s) makes a request to LendingTree. LendingTree further acknowledges that by providing the Services, it may be subject to examination and oversight by the OCC, and LendingTree hereby agrees that it shall cooperate fully in any such governmental examination and oversight.

Company shall retain copies of all documents relating to its transactions with Consumers in accordance with Applicable Law. Company acknowledges that LendingTree may request a copy of these documents in connection with a regulatory examination, other request from a regulator (including any required annual report) or other governmental or regulatory requirement and in such event Company shall provide LendingTree with a copy of these documents, including, but not limited to, HUD-1s and GFEs (or Loan Estimate and Closing Disclosure), no later than ten (10) business days after LendingTree makes a written request to Company for such documents or such earlier timeframe as may be required by such regulator or requirement. Company acknowledges that LendingTree is under an obligation to produce loan documents for examination by its regulators, and that in the event Company fails to produce such documents in a timely manner, LendingTree may be subject to significant consequential damages. Therefore, Company shall reimburse LendingTree for all expenses associated with a failure by Company to comply with these document maintenance and delivery requirements, in addition to paying a Liquidated Damages fee of fifty dollars ($50) per loan file that is requested and not timely delivered. “Liquidated Damages” shall mean an amount to be paid, not as a penalty, where the parties have determined that damages are uncertain and not capable of being ascertained by any satisfactory or known rule.

Fee Prohibition. Company may not charge or collect a fee from Consumers for use of the LendingTree Site.

Electronic Consents. To the extent LendingTree obtains Consumer consent for electronic disclosures and delivers disclosures and communications electronically to its Consumers, Company will have in place a mechanism to withdraw such consent when requested by the Consumer.

Canopy. Company, or LendingTree on behalf of Company, as applicable, may create an account(s) and associated password(s) to access Canopy. Company shall designate an authorized user of its Canopy account to make changes to the Company Information in Canopy. Company is solely responsible for maintaining the confidentiality of Company’s account information and is responsible for all activities that occur under Company’s account or password. Company will immediately notify LendingTree of any unauthorized use of Company’s account or password promptly following discovery and shall promptly notify LendingTree of any personnel whose access to Canopy should be terminated. Company will not provide any third party with access to Company’s password or account without LendingTree’s express, prior written consent. Unless otherwise approved by LendingTree in writing, Company may update pricing and volume parameters via Canopy on Thursdays (excluding federal holidays) between 9 am – 5 pm Eastern time. In addition, unless otherwise approved by LendingTree in writing, Company shall not be able to reduce its holiday and weekend volume parameters to less than thirty-three percent (33%) and fifty percent (50%) respectively of Company’s weekday volume parameters.

Reports. Company shall provide LendingTree the following report through Canopy, the LendingTree Site or in any other manner expressly agreed to by the parties in writing:

No later than 5:00 p.m. eastern standard time on the third (3rd) business day of each month, Company shall report:

the number of closed loans or other credit transactions entered into with Consumers (either directly with Lender or through its Wholesale Lenders) during the preceding month as a result of the LendingTree Services, or a statement that no loans were closed during such month;
the following information for each Consumer (as applicable): Qualification Form number or other unique identifier; closing/funding date; amount funded, loan program; credit tier; and loan terms (including interest rate, APR, origination/discount points, and term).
any other information reasonably requested by LendingTree, such as date of contact (or indication that no contact was made with Consumer); application date; and lock date.

Company should report a loan as closed within three (3) business days after the expiration of any applicable borrower rescission period. In the event Company fails to provide reporting in accordance with this section for four (4) or more months in a calendar year, regardless if such failure occurs consecutively, LendingTree may, in its sole discretion: (x) assess a one thousand dollar ($1000.00) penalty fee, in addition to any amounts due and owing hereunder, and/or (y) change Company’s pricing to Transmission Fees only. For purposes of clarity, Company may be subject to the penalty fees more than once per calendar year (provided by way of example only: If Company fails to provide reporting in January, February, March, and April, submits a report in May, and fails to provide reporting again in June, July, August, and September, Tree may assess an additional one thousand dollar ($1000.00) penalty fee. Any penalty fees assessed pursuant to this section shall be invoiced separately and subject to the payment terms set forth in the Terms.

Prohibited Activities. Company will not suggest or encourage Consumers to contact LendingTree for the purpose of having the Consumer “cancel” their QF.

Description of Fees. Fees for the Services are market-based fees determined in accordance with a proprietary formula based on the various services, expenses and other expenditures incurred by LendingTree in relation to the promotion, maintenance and marketing of the LendingTree Site and services to generate, deliver and meet daily demand for Calls, Clicks and Leads in a particular state (where applicable). LendingTree will provide Company with current pricing prior to Company’s first receipt of Clicks or Leads, and upon Company’s request.

A “Transmission Fee” is the Fee charged for each Lead transmitted to Company. A “Click Fee” is the Fee for a Consumer clicking on a link and arriving at the Company-designated website. For Click Fees, Company is required to provide a designated landing page or to permit LendingTree to supply Company with a landing page to use for such purpose. The number of Clicks shall be limited to one for any Consumer who clicks through more than once in any forty-eight (48) hour period. Purchase, refinance, and home equity products will be offered. Fees for purchase, refinance, and home equity Clicks will be based upon the state attribute of such Click.

Modification of Fees. LendingTree and Company may agree to pricing, volume parameters, or Evaluation Criteria, or subsequently adjust any pricing, volume parameters, or Evaluation Criteria listed above. Such agreements and changes must be mutually agreed upon by the parties in writing (email or through Canopy acceptable) prior to implementation. Any and all changes will be considered effective on the date agreed to by both parties. In addition to making changes to pricing in Canopy as permitted herein, Company may request modifications be made by its Account Manager. The Account Manager will make the agreed upon modifications and update Canopy accordingly. Company will receive an email notification through Canopy confirming each modification.

Attribution. Company Products provided to a Consumer whose QF Information were transmitted to Company through the LendingTree Site shall be deemed to have been “originated” through the LendingTree Site unless Company, within ten (10) business days after LendingTree’s written request, supplies LendingTree with reasonable verification that Company received such Consumer’s request through another marketing channel.

Personal Loans Policy

All capitalized terms not otherwise defined in this policy shall have the meanings ascribed to them in the LendingTree Terms and Conditions.

Company Information. Company shall provide the Company Information to LendingTree prior to Launch and shall thereafter maintain current and accurate Company Information at all times during the Term. Company will promptly notify LendingTree of the revocation, suspension or surrender of any applicable Company licenses, permits, authorizations and/or exemptions that Company relies on to offer Company Products in the states in which it will do business through the LendingTree Site.

Respond to QFs. At least one Company Response must be delivered for the Company Product type requested.

Each Company Response shall be delivered through the LendingTree Site. Unless otherwise agreed to by LendingTree, each Company Response shall provide:
1. a “denial” message; or
2. an offer of credit* for the Company Product type requested which contains at least the following information (*for refinance requests, a conditional offer is acceptable):
  1. loan amount;
  2. interest rate (maximum of 36% for service members and their families);
  3. Annual Percentage Rate;
  4. loan term (minimum of 181 days; maximum of 96 months);
  5. all other fees and charges that would otherwise be disclosed pursuant to the federal Truth in Lending Act and Regulation Z promulgated thereunder;
  6. estimated monthly payment;
  7. any conditions which must be satisfied before Company is obligated to provide the Company Product to the Consumer.
Company Responses must not constitute “payday lending.”
Company may not contact a Consumer by telephone, facsimile or e-mail unless and until Company has delivered a Company Response to the Consumer through the LendingTree Site.

Reports. Company shall provide LendingTree the following reports in a mutually agreed upon manner:

No later than 5:00 p.m. eastern standard time on the third (3rd) business day of each month, Company shall report: i) the number of closed loans or other credit transactions entered into with Consumers during the preceding month, ii) the Company Response information for each Consumer, along with each Consumer’s name and Qualification Form number, the date the Qualification Form was received, the loan amount and the closing date for the loan and iii) any other information reasonably requested by LendingTree. Company should report a loan as closed within three (3) business days after the expiration of any applicable borrower rescission period. In the event Company fails to provide reporting in accordance with this Section 3.8 for four (4) or more months in a calendar year, regardless if such failure occurs consecutively, LendingTree may, in its sole discretion: (x) assess a one thousand dollar ($1000.00) penalty fee, in addition to any amounts due and owing hereunder, and (y) change Company’s pricing to Transmission Fees only. For purposes of clarity, Company may be subject to the penalty fees more than once per calendar year (provided by way of example only: If Company fails to provide reporting in January, February, March, and April, submits a report in May, and fails to provide reporting again in June, July, August, and September, LendingTree may assess an additional one thousand dollar ($1000.00) penalty fee. Any penalty fees assessed pursuant to this Section shall be invoiced separately and subject to the payment terms.

Consumer Contact. Company may contact a Consumer for up to thirty (30) days following a Company Response to such Consumer. After thirty (30) days, Company may continue to contact a Consumer; provided, however, that: (i) Company has obtained the Consumer’s express consent to be contacted by Company in accordance with Applicable Law; and (ii) Company discontinues contact with the Consumer in the event such Consumer revokes his or her consent to be contacted by Company. In the event Company declines to provide a Company Response following transmission of a Consumer’s QF Information, Company is prohibited from contacting the Consumer in any manner unless the Consumer reaches Company through another marketing source.

In the event LendingTree reasonably believes that Company is in violation of this section, LendingTree will notify Company, in writing (email acceptable) (the “InitialViolation Notice”) requesting that Company take corrective action to remediate the issue. If (i) Company fails to correct the issue within ten (10) business days following receipt of the Initial Violation Notice, or (ii) LendingTree determines that Company continues to violate this section within thirty (30) days of receipt of the Initial Violation Notice, LendingTree will issue a second (2nd) violation notice in writing (email acceptable) to Company the (“Final Violation Notice”) in which LendingTree will a assess a penalty in an amount equal to five percent (5%) of the total amount invoiced in the previous month. LendingTree will continue to assess such penalty fee each month until written confirmation from Lender that the issue has been remediated is received.

Description of Fees. A “Transmission Fee” is the Fee charged for each Lead transmitted to Company. A “Closed Loan Fee” is the Fee for each loan or other type of credit product “originated” through the LendingTree Site and closed by Company. The Closed Loan Fee is based on the Company Product type and/or amount closed.

Attribution. Company Products provided to a Consumer whose QF Information was transmitted to Company through the LendingTree Site shall be deemed to have been “originated” through the LendingTree Site unless Company, within ten (10) business days after LendingTree’s written request, supplies LendingTree with reasonable verification that Company received such Consumer’s request through another marketing channel. In the event that LendingTree determines that Company has failed to report a transaction entitling LendingTree to a Closed Loan Fee, Company shall promptly pay LendingTree the Closed Loan Fee attributable to such loan plus interest thereon at the rate of one and a half percent (1.5%) per month until paid in full. In addition, Company shall pay a service fee equal to fifty percent (50%) of the applicable Closed Loan Fee for each such loan.

Automobile Loans Policy

All capitalized terms not otherwise defined in this policy shall have the meanings ascribed to them in the LendingTree Terms and Conditions.

Respond to QFs. At least one Company Response must be delivered for the Company Product type requested.

Each Company Response shall be delivered through the LendingTree Site. Unless otherwise agreed to by LendingTree, each Company Response shall provide:
1. a “denial” message; or
2. an offer of credit* for the Company Product type requested which contains at least the following information (*for refinance requests, a conditional offer is acceptable):
  1. loan amount;
  2. interest rate;
  3. Annual Percentage Rate;
  4. loan term;
  5. all other fees and charges that would otherwise be disclosed pursuant to the federal Truth in Lending Act and Regulation Z promulgated thereunder;
  6. down payment, if any;
  7. estimated monthly payment;
  8. the name and contact information of the Company whose name will appear as the payee on any promissory note at closing if different from Company;
  9. for credit card transactions, the name of the card, the type of card, and the date the card will be issued; and
  10. any conditions which must be satisfied before the Company is obligated to provide the Company Product to the Consumer.
Company may not contact a Consumer by telephone, facsimile or e-mail unless and until Company has delivered a Company Response to the Consumer through the LendingTree Site.

Reports. Company shall provide LendingTree the following reports in a mutually agreed upon manner:

No later than 5:00 p.m. eastern standard time on the third (3rd) business day of each month, Company shall report: i) the number of closed loans or other credit transactions entered into with Consumers during the preceding month, ii) the Company Response information for each Consumer, along with each Consumer’s name and Qualification Form number, the date the Qualification Form was received, the loan amount and the closing date for the loan and iii) any other information reasonably requested by LendingTree. Company should report a loan as closed within three (3) business days after the expiration of any applicable borrower rescission period. In the event Company fails to provide reporting in accordance with this section for four (4) or more months in a calendar year, regardless if such failure occurs consecutively, Tree may, in its sole discretion: (x) assess a one thousand dollar ($1000.00) penalty fee, in addition to any amounts due and owing hereunder, and/or (y) change Company’s pricing to Transmission Fees only. For purposes of clarity, Company may be subject to the penalty fees more than once per calendar year (provided by way of example only: If Company fails to provide reporting in January, February, March, and April, submita report in May, and fails to provide reporting again in June, July, August, and September, Tree may assess an additional one thousand dollar ($1000.00) penalty fee. Any penalty fees assessed pursuant to this section shall be invoiced separately and subject to the payment terms set forth in the Terms.

Description of Fees. A “Transmission Fee” is the Fee charged for each Lead transmitted to Company. The Transmission Fee is determined by the Company Product indicated in the QF. A “Closed Loan Fee” is the Fee for each loan or other type of credit product “originated” through the LendingTree Site and closed by Company. The Closed Loan Fee is based on the Company Product type and/or amount closed.

Modification of Fees.LendingTree and Company may agree to pricing, volume parameters, or Evaluation Criteria, or subsequently adjust any pricing, volume parameters, or Evaluation Criteria listed above. Such agreements and changes must be mutually agreed upon by the parties in writing (email or through Canopy acceptable) prior to implementation. Any and all changes will be considered effective on the date agreed to by both parties. In addition to making changes to pricing in Canopy as permitted herein, Company may request modifications be made by its Account Manager. The Account Manager will make the agreed upon modifications and update Canopy accordingly. Company will receive an email notification through Canopy confirming each modification.

Business Loans Policy

All capitalized terms not otherwise defined in this policy shall have the meanings ascribed to them in the LendingTree Terms and Conditions.

Respond to QFs. At least one Company Response must be delivered for the Company Product type requested.

Unless otherwise agreed to by LendingTree, each Company Response shall be delivered through the LendingTree Site and shall provide:
1. (a) a “denial” message; or
2. (b) an offer of credit for the Loan Product type requested which contains at least the following information:
  1. (i) loan amount;
  2. (ii) interest rate;
  3. (iii) Annual Percentage Rate;
  4. (iv) loan term;
  5. (v) all other fees and charges that would otherwise be disclosed pursuant to the federal Truth in Lending Act and Regulation Z promulgated thereunder;
  6. (vi) estimated monthly payment;
  7. (vii) down payment (if any);
  8. (viii) the name and contact information of the lender whose name will appear as the payee on any promissory note at closing if different from Company;
  9. (ix) for credit card transactions, the name of the card, the type of card, and the date the card will be issued;
  10. (x) any conditions to which must be satisfied before the Company is obligated to provide the Loan Product to the Potential Borrower.
Company may not contact a Potential Borrower by telephone, facsimile or e-mail unless and until Company has delivered a Company Response to the Potential Borrower through the LendingTree Site.

Duplicate QFs. A “Duplicate QF” is defined as a QF in which the Potential Borrower submitting the QF has the same: (i) first name and last name; (ii) email address; and/or (iii) business name as a previously submitted QF. LendingTree will not match or transmit a Duplicate QF to Company within ten (10) calendar days of transmission of a previously transmitted QF (the “Duplicate QF Match Window”). Company will be billed the Transmission Fee for any Duplicate QFs transmitted to and received by Company outside of the Duplicate QF Match Window.

Reports. Company shall provide Tree the following reports in a mutually agreed upon manner:

No later than 5:00 p.m. eastern standard time on the third (3rd) business day of each month, Company shall report: i) the number of closed loans or other credit transactions entered into with Potential Borrowers during the preceding month, ii) the Company Response information for each Potential Borrower, along with each Potential Borrower’s name and Qualification Form number, the date the Qualification Form was received, the loan amount and the closing date for the loan and iii) any other information reasonably requested by Tree. Company should report a loan as closed within three (3) business days after the expiration of any applicable borrower rescission period. In the event Company fails to provide reporting in accordance with this section for four (4) or more months in a calendar year, regardless if such failure occurs consecutively, Tree may, in its sole discretion: (x) assess a one thousand dollar ($1000.00) penalty fee, in addition to any amounts due and owing hereunder, and/or (y) change Company’s pricing to Transmission Fees only. For purposes of clarity, Company may be subject to the penalty fees more than once per calendar year (provided by way of example only: If Company fails to provide reporting in January, February, March, and April, submits a report in May, and fails to provide reporting again in June, July, August, and September, Tree may assess an additional one thousand dollar ($1000.00) penalty fee. Any penalty fees assessed pursuant to this section shall be invoiced separately and subject to the payment terms set forth in the Terms.

Attribution. Company Products provided to a Potential Borrower whose QF Information was transmitted to Company through the LendingTree Site shall be deemed to have been “originated” through the LendingTree Site unless Company, within ten (10) business days after LendingTree’s written request, supplies LendingTree with reasonable verification that Company received such Potential Borrower’s request through another marketing channel. In the event that LendingTree determines that Company has failed to report a transaction entitling LendingTree to a Closed Loan Fee, Company shall promptly pay LendingTree the Closed Loan Fee attributable to such loan plus interest thereon at the rate of one and a half percent (1.5%) per month until paid in full. In addition, Company shall pay a service fee equal to fifty percent (50%) of the applicable Closed Loan Fee for each such loan.

Modification of Fees. LendingTree and Company may agree to pricing, volume parameters, or Evaluation Criteria, or subsequently adjust any pricing, volume parameters, or Evaluation Criteria listed above. Such agreements and changes must be mutually agreed upon by the parties in writing (email or through Canopy acceptable) prior to implementation. Any and all changes will be considered effective on the date agreed to by both parties. In addition to making changes to pricing in Canopy as permitted herein, Company may request modifications be made by its Account Manager. The Account Manager will make the agreed upon modifications and update Canopy accordingly. Company will receive an email notification through Canopy confirming each modification.

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