Affiliate Agreement - Life Credit Company Referral Program

Affiliate Agreement

This Agreement contains the complete terms and conditions that apply to your participation as an Affiliate of the Life Credit Company Referral Program, and the establishment of Custom Links to Life Credit properties for the purpose of you earning a Referral Fee from loans issued to third parties who have navigated from your custom link to Life Credit properties.

1. Definitions

As used in this Agreement, “we”, “us”, “Life Credit” or “Life Credit properties” means Life Credit Company, LLC, and “you”, “your” or “Affiliate” means the affiliate. “Website” individually and collectively means your website and/or e-mail communications and/or software applications and/or social media communications. “Referral Program” means the program managed by or on behalf of Life Credit properties by which participating entities or individuals place links on their Website that connect to the Life Credit website and for which a referral fee is earned.

The terms “Loan Issued”, “Issued Loan”, “sale” or “Affiliate sale” used in this Agreement mean a Life Credit Company loan issued to individuals who visited a Life Credit property via your custom link under this Referral Program.

The terms “Fee”, “Reward” or “commission” used in this Agreement mean rewards duly earned by, payable to, or
previously disbursed to the Affiliate in regard to Loans Issued by Life Credit under the terms of this Agreement and the Referral Program, and acknowledged as such by Life Credit at its sole discretion.

“$”, “dollar” or “dollars” mean US Dollars.

2. Term Of The Agreement

The term of this Agreement (the “Term”) will begin upon our acceptance of your request to enroll in the Life Credit Referral Program, such request signifying your acceptance of this Agreement.

The term shall be for a period of one (1) year from said acceptance, and shall automatically renew for
successive one (1) year terms unless either Party gives thirty (30) day notice to the other that it intends not
to renew the Agreement at the end of the current term.

3. Promotion

Life Credit will make available to you, or you will create, subject to our approval, a variety of graphic and textual links (the “Links” collectively, or “Link” individually) in order to link to Life Credit properties. You and we will cooperate in good faith to develop and implement such Links. Each Link will permit recipients to navigate directly to a page on Life Credit properties designated by us via a special tagged link format.

You will be responsible for integrating the Links and/or Forms into your site to properly enable sales tracking, and we will not be responsible for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be disbursed to you under this Agreement.

4. Forbidden Actions

This Agreement will be terminated without notice if, in its sole discretion, Life Credit determines that the Affiliate has breached any or all of the following explicitly prohibited actions. THE AFFILIATE WILL FORFEIT ANY ACCUMULATED EARNINGS IF THE AGREEMENT IS TERMINATED UNDER THIS PROVISION.

Click Fraud: Affiliate shall not, either directly or indirectly, act, encourage or require users to click on links to Life Credit and/or generate clicks or orders through any means that could be reasonably interpreted as coercive, incentivized, misleading, malicious, or otherwise fraudulent.

Inappropriate Content: No Link will be placed on any page or screen that contains content that: incites, encourages, advocates or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; incites, encourages, advocates or promotes illegal activities including, but not limited to, violence against persons or property, terrorism, armed insurrection, piracy or treason; incites, encourages, advocates or promotes the sexual abuse or exploitation of children and minors; violates the intellectual property rights of third parties; is considered by Life Credit to be offensive; or contains or promotes deceptive information.

Own Purchases: Affiliate shall not use their own affiliate link in order to receive rewards on their own purchases or those of immediate family members.

5. Referral Fee

Life Credit will pay you a $1,000 fee for every loan that it issues to borrowers who arrive at Life Credit properties via your custom link.

Life Credit shall track users who access Life Credit properties from the Affiliate’s website via a custom link or forms with a cookie containing the Affiliate’s identification, and that expires in ninety (90) days following said visit. The cookie containing the Affiliate identification will be replaced with the cookie of another affiliate if the user subsequently accesses Life Credit from the link of the other affiliate. A website visit prior to the expiration of the cookie will be attributed to the Affiliate link provider whose Affiliate identification is recorded in the cookie associated with that website user.

Reward Terms:

a) All rewards are disbursed in US Dollars.

b) Rewards will be disbursed by the 15th of the month following each month in which a loan is issued. Should the 15th of the month fall on a weekend or US holiday, rewards will be disbursed the next business day following the weekend or holiday.

c) In the event a reward is disbursed to Affiliate in error, Life Credit reserves the right to charge back such reward for a period of up to 90 days from the loan issue date (the “Error Charge Back Period”). Any resulting amount owed to Life Credit by Affiliate may, in Life Credit’s sole discretion, be deducted from rewards earned by Affiliate that are undisbursed as of the date Life Credit charges back the reward disbursed in error. If no rewards are owed by Life Credit to Affiliate during the Error Chargeback Back Period, Life Credit may invoice Affiliate for the reward disbursed in error before the expiration of the Error Charge Back Period and Affiliate agrees to pay such invoice promptly notwithstanding the expiration of the Error Charge Back Period. In addition, Life Credit may, in its sole discretion, deduct any reward disbursed in error from rewards earned by Affiliate after the expiration of the Error Charge Back Period so long as Life Credit has invoiced Affiliate for the reward disbursed in error before the expiration of the Error Charge Back Period.

d) Life Credit will have the sole right and responsibility for issuing all loans to its borrowers, and Affiliate acknowledges that all agreements between Life Credit and its borrowers shall be solely between Life Credit and its borrowers.

e) Life Credit reserves the right to withhold or reverse rewards if Affiliate is in breach of this agreement, or has engaged in any fraudulent activity, including, but not limited to, cookie stuffing, cloaking, or forcing pop-ups.

f) Life Credit reserves the right to adjust the terms of this Program Addendum at any time and will notify Affiliate via email with at least 30 days’ notice.

g) Acceptable Methods to Refer Leads

i. Affiliates may refer leads through their unique tracking links.
ii. Affiliates may register leads at any Life Credit web properties
iii. Life Credit will pay a reward to Affiliate only when a customer is referred through either of these two acceptable methods.

h) Cookie and Lead Registration Length

i. A click on Affiliate’s tracking links will set Affiliate as latest referring partner and will set cookies that expire after 90 days, after which time Affiliate’s latest referring partner status will expire.

i) Partner Assignments

i. Affiliate may request an audit of the latest original partner up to 90 days after loan issuance. If an audit reveals another Life Credit partner is the actual original referring partner, Life Credit reserves the right to make the correction. If another Life Credit partner requests an audit that results in a determination that Affiliate was incorrectly treated as the original
referring partner, Affiliate agrees to reimburse Life Credit for the reward disbursed in error in accordance with Section (d) above. After 90 days from the date of sale, no changes to the latest referring partner will be accepted.
ii. All sales are subject to an audit of the original referring partner.

k) Commissionable Items

i. Loan issued, are the only rewardable items. Life Credit may add additional items as rewardable items at any time.
ii. Life Credit will disburse rewards for multiple loans issued to the same borrower.
iii. Rewardable items do NOT include extra products, services or offerings outside of issued loans.

6. Reporting

Payments hereunder will be in accordance with reports made available on the Life Credit website of
Loans Issued for which Rewards are payable. If you do not have online access to this reporting, please email us at support@lifecreditcompany.com.

7. Representations and Warranties; Limitation of Liability

Each of us hereby represents and warrants that:

• it has full power and authority to enter into this Agreement and to perform its obligations hereunder;
• it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement;
• the services to be rendered by each of us under this Agreement neither infringe nor violate any
patent, copyright, trade secret, trademark, or other proprietary right of any third party. Life Credit will remain solely responsible for the operation of the Life Credit websites, and you will remain solely responsible for the operation of your site. Each party acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control subject to the specific terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site or service.

EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE NUMBER OF LOANS LIFE CREDIT MAY ISSUE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT
THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.
NEITHER LIFE CREDIT NOR AFFILIATE WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. LIFE CREDIT’S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATE HEREUNDER.

8. Fulfillment and Policy

Life Credit will be solely responsible for issuing all of its loans, and borrowers who receive loans through the Referral Program will be deemed customers of Life Credit.

To protect the privacy of Life Credit’s customers, the names of and other personally identifying information about customers will not be provided to you. All information about customers and users collected by Life Credit shall be owned solely and exclusively by Life Credit.

All rules, policies, operating procedures and information concerning customer orders and sales will apply to those customers, including our rules of privacy and confidentiality. We may change our policies and operating procedures at any time, without notice.

9. Intellectual Property Rights

Life Credit hereby grants to you during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Web Sites and to use Life Credit’s trade names, logos, trademarks and service marks on your site solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement.

You hereby grant to Life Credit during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Websites and to use your trade names, logos, trademarks and service marks solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform our obligations under this Agreement.

Except as set forth above, you and we each reserve all right, title and interest in respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights). Use of the other’s marks except as set forth herein is strictly prohibited.

10. Indemnification

We agree to indemnify, defend and hold harmless you and your affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the operation of our site, a breach of our obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials provided by us for display on your site.

You agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the operation of your site, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials of your site.

11. General Provisions

i. You and we will each monitor and periodically test the general availability and operation of our respective Website.
ii. You and we are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between you and us.
iii. In its performance of this Agreement and in the operation each party’s respective Websites, you and we each will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, you and we each will pay, collect and remit such taxes as may be imposed with respect to any compensation, royalties or transactions under this Agreement.
iv. Neither you or we will be considered to be in breach of, or default under, this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written to the other and will use commercially reasonable efforts to minimize the impact of the event.
v. You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
vi. The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
vii. This Agreement represents the entire Agreement between you and us with respect to the subject matter hereof and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.
viii. If any provision of this Agreement will be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement will not be affected and will remain in full force and effect.

12. Termination

Termination Without Cause: Life Credit may modify or terminate this Agreement without cause. Please note that Life Credit reserves the right to change any of the terms and conditions in this Agreement, including the payment terms described in herein, by posting a new agreement on the Life Credit website.

Termination For Cause: Life Credit may terminate this Agreement without notice if in its sole discretion it determines that Affiliate has breached the terms and conditions of this Agreement. AFFILIATE FORFEITS ANY ACCUMULATED EARNINGS IF AGREEMENT IS TERMINATED FOR CAUSE.

The Affiliate may terminate this Agreement, at any time, with or without cause, by giving at least thirtydays (30) days written notice of termination to Life Credit.

13. Jurisdiction

This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of California and controlling United States federal law. Any action to arising hereunder will be brought
in the federal or state courts, located in the state of California.

14. Service of Notices

Any notices under this agreement will be given in writing. Notices may be given by electronic mail to
support@lifecreditcompany.com and will be deemed delivered and given for all purposes on the sent date, but only if
the receiving party has confirmed its receipt by return electronic mail. Notices sent via traditional means
will be sent via certified mail, return receipt requested, to Life Credit Company, LLC, Referral Program, 7924 Ivanhoe Ave, Suite 10, La Jolla CA, 92037.