myRateTrack.com -- Getting Started

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If you would like to try the site under a 30-day free trial, you can sign up and start using all the features of a full myRateTrack.com subscription -- sending RateTrack reports to clients, adding clients to your database, creating personalized promo codes and banner ads, etc.
Please complete and submit the information below to receive information about getting started and setting up your trial account.
Your credit card will not be billed until after the 30 day free-trial period has ended. You will be billed based on the schedule below (the number of clients is based on the number of clients in your myRateTrack database as of the first of each month).
** SPECIAL PRICING -- sign up now and your price will be LOCKED at $35 per month for all of 2010 **
Number of Clients in System	Cost per month
up to 100	$35 per month
101 to 250	$35 per month for 2010, then $45 per month
251 to 500	$35 per month for 2010, then $55 per month
501 to 1,000	$35 per month for 2010, then $70 per month
1,001 to 1,500	$35 per month for 2010, then $85 per month
1,500 to 2,000	$35 per month for 2010, then $100 per month
2,001 to 3,000	$35 per month for 2010, then $150 per month
Accounts that exceed 3,000 clients	see contract for details
Please see the MYRATETRACK.COM SERVICES CONTRACT (below) for full details and agreement.
30 Day Free Trial for Mortgage Professionals
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MYRATETRACK.COM SERVICES CONTRACT
		  
THIS SERVICES CONTRACT (“Agreement”) is entered into as of [per webform: labeled 'today's date'], 2009 (the “Effective Date”) by and between MYRATETRACK.COM, LLC, a limited liability company organized under the laws of the State of Georgia and with its principal place of business at 650 Village Crest Drive, Suwanee, Georgia 30024 (“Company”), and [per webform: labeled 'Company'], organized under the laws of the State of [per webform: labeled 'State'] and with its principal place of business at [per webform: labeled 'Company Address', 'Company City', 'Company State', 'Company Zip'] (“Subscriber”).  

W I T N E S S E T H

WHEREAS, the Company operates a web site, www.myratetrack.com, which creates detailed, customized, customer-specific financial reports (each, a “Report”; collectively, the “Reports”);

WHEREAS,  Subscriber wishes to engage the Company to create Reports for clients of the Subscriber (each, a “Client”; collectively, the “Clients”); and 

WHEREAS, the Company desires to provide reports to the Clients pursuant to the terms and conditions set forth in this Agreement; 

NOW THEREFORE, in consideration of the premises and of the mutual covenants and conditions contained in this Agreement, Subscriber and the Company hereby agree as follows:


ARTICLE I - DEFINITIONS

Section 1.1  Certain Definitions.
The following terms shall have the following meanings when used herein or in any schedule, exhibit or other document attached hereto or referred to herein:

“Affiliate” means any entity controlling, controlled by or under common control with a specified entity. 
“Agreement” means this Services Contract, and any amendment or renewal hereof, together with all schedules, exhibits, supplements and documents, as the same may be amended from time to time, attached hereto or incorporated herein by reference.
“Applicable Requirements” means: (a) all contractual obligations of a Party, including, but not limited to, those contractual obligations contained herein for which Subscriber or, by virtue of this Agreement, Company is responsible or at any time was or hereafter will be responsible; (b) all applicable federal, state and local legal and regulatory requirements, including statutes, rules, regulations and ordinances, that are binding upon a Party; (c) all other applicable requirements and guidelines of each governmental agency, board, commission, instrumentality and other governmental body or officer having jurisdiction; (d) all other applicable judicial and administrative judgments, orders, stipulations, awards, writs and injunctions; and (e) prudent business standards as they relate to the Services.
“Client Information” has the meaning set forth in Section 3.1 of this Agreement.
“Company” shall have the meaning ascribed in the Preamble hereto.
“Confidential Information” means any proprietary and confidential information of a Party or any of its Affiliates, provided, produced or disclosed by or on behalf of the disclosing Party to the receiving Party or otherwise obtained by the receiving Party, in written, electronic, oral or other form, whether tangible or intangible, including, but not limited to:  (a) financial information, (b) other proprietary or confidential information; and (c) the terms and provisions of this Agreement and any transaction or document executed by the Parties pursuant to this Agreement;.
“Damages” means any direct or indirect demand, claim, payment, obligation, action or cause of action, assessment, loss, Liability, cost, damage, deficiency or expense, including, but not limited to, penalties, interest on any amount payable to a third Person as a result of the foregoing, and any legal or other expense reasonably incurred in connection with investigating, defending, or responding to same, including, but not limited to, reasonable attorneys’ fees, accountants’ fees, expert witness fees and related fees and court costs.
"Indemnitees” means each Person who has the right to indemnification hereunder.
“Indemnifying Person” means each Person who is obligated to indemnify another Person hereunder, as the case may be.	
"Intellectual Property" with respect to a Party, means copyrights, patents, trademarks and service marks, service names and trade names, together with any goodwill associated therewith; applications for any of the foregoing; technology rights and licenses, computer software, including any source codes, object codes or documentation relating thereto; trade secrets; franchises; know-how; and inventions.
“Liability” means any direct or indirect, primary or secondary, liability, indebtedness, obligation, responsibility, penalty, cost or expense (including costs of investigation, collection and defense), claim, deficiency, guaranty or endorsement of or by any Person of any type, whether accrued, absolute or contingent, liquidated or unliquidated, choate or inchoate, matured or unmatured, secured or unsecured, or otherwise.
"Litigation" means any action, arbitration, cause of action, claim, complaint, dispute, criminal prosecution, governmental or other examination or investigation, hearing, administrative or other proceeding relating to or affecting a Party, its business, its assets (including contracts relating thereto), or ability to perform under this Agreement.
"Material," or “Materially” as to any reference herein or in any Exhibit or Schedule hereto with respect to any event, change or effect as being “Material,” means an event, change or effect that is Material in relation to the financial condition, properties, business, operations, prospects, assets or results of operations of a Party; provided, however, that any specific monetary amount stated in this Agreement shall determine Materiality in such instance.
“myRateTrack Web Site” means the Web Sites provided by Company, which include www.myratetrack.com, www.myratetracker.com, and www.readysetrefi.com.
“Parties” means Subscriber and Company.
“Party” means Subscriber or Company, as the context shall require. 
“Services” has the meaning set forth in Section 2.1 of this Agreement.
“Subscriber” shall have the meaning ascribed in the Preamble hereto.
“Web” means the World Wide Web portion of the Internet, which enables the use of hypertext transfer protocol (HTTP) and other prevailing industry-wide standard language as may be generally accepted by the online community.   
“Web Page” means a document (including, by way of example, a “home” or “default” page) in a Web Site.  
“Web Site” means a related collection of Web Pages accessible on the Web that is presented as an integrated site.


ARTICLE II - RIGHTS AND OBLIGATIONS OF COMPANY

Section 2.1  Company Responsibilities.
Company agrees to perform for Subscriber the services more fully described in Exhibit A, attached hereto and made a part hereof (the “Services”).

Section 2.2  Modification.  
Company reserves the right, in Company’s sole and absolute discretion, to modify the terms and conditions of this Agreement to the extent Company deems necessary or prudent to comply with all Applicable Requirements.

Section 2.3  Compliance With Applicable Requirements. 
Company shall comply with all Applicable Requirements relating to the performance of the Services under this Agreement.  


ARTICLE III - RIGHTS AND OBLIGATIONS OF SUBSCRIBER

Section 3.1  Subscriber Responsibilities.  
Subscriber agrees to provide the information on each Client as shown on Exhibit B, attached hereto and made a part hereof (the “Client Information”) , in order for the Company to produce a Report for such Client.          

Section 3.2  Consent of Clients.  
Subscriber shall obtain the consent of each Client prior to providing the Client Information of such Client to the Company.

Section 3.3  Compliance With Applicable Requirements.  
Subscriber shall comply with all Applicable Requirements relating to Subscriber’s obligations under this Agreement.  


ARTICLE IV - REPRESENTATIONS AND WARRANTIES

Section 4.1  Representations and Warranties of Company. 
Company hereby represents and warrants to Subscriber:
(a)  Due Incorporation.  Company is and shall continue to be duly organized, validly existing and in good standing under the laws and regulations of the state or jurisdiction of its incorporation or formation.  Company has and shall continue to maintain in full force and affect all licenses, registrations, qualifications, permits, approvals, and certifications in all appropriate jurisdictions to conduct all activities required to be performed hereunder by Company with respect to the performance of its obligations under this Agreement.
(b)  Authority.  Company has full authority and power to enter into this Agreement and to perform its obligations hereunder.
(c)  Effective Agreement.  The execution, delivery and performance of this Agreement by Company have been or will be duly and validly authorized by all necessary corporate, shareholder or other action; this Agreement has been duly and validly executed and delivered by Company; and this Agreement is a valid and legally binding agreement of Company enforceable against Company in accordance with its terms, except as may be limited by judicial discretion, equitable limitations, and applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors generally.  Any requisite consents or approvals of third parties to the execution and delivery of this Agreement or the performance of the transactions contemplated hereby by Company have been obtained.
(d)  No Conflict.  Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance with its terms and conditions, shall violate, conflict with, result in the breach of, constitute a default under, be prohibited by, or require any additional approval under any of the terms, conditions or provisions of the articles of incorporation, by laws or any similar corporate or organizational documents of Company, or of any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which Company is now a party or by which Company is bound, or of any law, ordinance, rule or regulation of any governmental authority applicable to Company, or of any order, judgment or decree of any court or governmental authority applicable to Company.
(e)  Litigation.  There is no Litigation existing or pending, or to Company’s knowledge, threatened, or any order, injunction or decree outstanding, against or relating to Company or its assets that could have a Material adverse effect upon Company’s ability to perform its obligations under this Agreement.
(f)  Intellectual Property.  Company owns all right, title, and interest in and to, or possesses adequate licenses or other rights to use any Intellectual Property used by Company in connection with its business and/or services hereunder, and such rights are sufficient to conduct Company’s business as it has been conducted and is now being conducted.  Company’s performance of its obligations, duties and covenants under this Agreement and the provision of the services hereunder will not conflict with or infringe, and no one has asserted to Company that such performance will conflict with or infringe, or might conflict with or infringe, any Intellectual Property claimed, owned, possessed or used by any third Person.  

Section 4.2  Representation, Warranties and Covenants of Subscriber. 
Subscriber hereby represents, warrants and covenants to Company:
(a)  Due Incorporation.  Subscriber is and shall continue to be duly organized, validly existing and in good standing under the laws and regulations of the state or jurisdiction of its incorporation or formation.  Subscriber has and shall continue to maintain in full force and affect all licenses, registrations, qualifications, permits, approvals, and certifications in all appropriate jurisdictions to conduct all activities required to be performed hereunder by Subscriber with respect to the performance of its obligations under this Agreement.
(b)  Authority.  Subscriber has full authority and corporate power to enter into this Agreement and to perform its obligations hereunder.
(c)  Effective Agreement.  The execution, delivery and performance of this Agreement by Subscriber have been or will be duly and validly authorized by all necessary corporate, shareholder or other action; this Agreement has been duly and validly executed and delivered by Subscriber; and this Agreement is a valid and legally binding agreement of Subscriber enforceable against Subscriber in accordance with its terms, except as may be limited by judicial discretion, equitable limitations, and applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors generally.  Any requisite consents or approvals of third parties to the execution and delivery of this Agreement or the performance of the transactions contemplated hereby by Subscriber have been obtained.
(d)  No Conflict.  Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance with its terms and conditions, shall violate, conflict with, result in the breach of, constitute a default under, be prohibited by, or require any additional approval under any of the terms, conditions or provisions of the articles of incorporation or by laws or any similar corporate or organizational documents of Subscriber, or of any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which Subscriber is now a party or by which Subscriber is bound, or of any law, ordinance, rule or regulation of any governmental authority applicable to Subscriber, or of any order, judgment or decree of any court or governmental authority applicable to Subscriber.
(e)  Litigation.  There is no Litigation existing or pending, or to Subscriber’s knowledge, threatened, or any order, injunction or decree outstanding, against or relating to Subscriber or its assets that could have a Material adverse effect upon Subscriber’s ability to perform its obligations under this Agreement.
(f)  Use of Services.  Subscriber covenants to only use the Services in connection with its operation as a lender, mortgage broker or mortgage company.    
	
	
ARTICLE V - CONFIDENTIAL INFORMATION

Section 5.1  Confidential Information.  
(a)  Each Party shall maintain the confidentiality of all Confidential Information of the other Party in its possession or subject to its control, using a degree of care not less than that which each Party uses in connection with the treatment, possession and control of its own Confidential Information and in no event less than reasonable care or less care than is required under Applicable Requirements.  Each Party shall take all actions necessary, appropriate, prudent and consistent with such applicable degree of care to maintain the security of the Confidential Information of the other Party in its possession or subject to its control.
(b)  No Party shall use any Confidential Information of the other Party except in a manner consistent with this Section 5.1.  A Party may use Confidential Information of another Party only: (i) in order to fulfill the obligations of the using Party under this Agreement; and (ii) as required by Applicable Requirements.  Notwithstanding anything to the contrary in this Agreement, in the event any Client Information is deemed to be Confidential Information, the Subscriber represents and warrants that (i) the Company may use such Client Information in order to prepare a Report, and (ii) Subscriber has obtained the express consent of the Client to share such Client Information with the Company. 
(c)  No Party shall share Confidential Information with any other Party (other than its own employees, officers, agents, contractors or representatives) except in a manner consistent with this Section 5.1.  A Party may share Confidential Information of another Party only: (i) in order to fulfill the obligations of the sharing Party under this Agreement, provided, however, that the Person with whom the sharing Party shares such Confidential Information agrees prior to the receipt of such Confidential Information to abide by all of the privacy and confidentiality provisions of this Agreement applicable to the sharing Party; and (ii) as required by Applicable Requirements.  Notwithstanding anything to the contrary in this Agreement, in the event any Client Information is deemed to be Confidential Information, the Subscriber represents and warrants that (i) the Company may use such Client Information in order to prepare a Report, and (ii) Subscriber has obtained the express consent of the Client to share such Client Information with the Company.
(d)  In the event that a Party is required by Applicable Requirements, including interrogatories, requests for information or documents, subpoena, civil investigation, demand or similar process, to disclose any Confidential Information of the other Party, it is agreed that the disclosing Party will provide the Party to which such Confidential Information belongs with prompt notice of such requirement(s) prior to disclosure if permissible by law, in order for the Party to which such Confidential Information belongs to seek an appropriate protective order or other relief.  
(e)  The provisions of this Article V shall survive any termination or expiration of this Agreement for any reason whatsoever.  Upon termination or expiration of this Agreement, or within thirty (30) days following the written request of either Party, the other Party shall return to the requesting Party or, unless prohibited by Applicable Requirements, destroy (and certify the destruction of), all of its Confidential Information, provided that in the event access to such disclosing Party’s Confidential Information is required in order for the receiving Party to perform its obligations under this Agreement, then such performance shall be excused for so long as the disclosing Party prevents the receiving Party from having access to the Confidential Information.  If requested by the disclosing Party, the receiving Party shall certify its compliance with this provision and that it no longer has any of the disclosing Party’s Confidential Information in its possession.
(f)  The Parties acknowledge that any violation of their duties pursuant to this confidentiality clause may cause irreparable injury and incalculable harm to the Party to which Confidential Information subject to such a violation belongs, as to which there is no adequate remedy at law.  The Parties therefore acknowledge that, notwithstanding Article V hereof, any such violation shall entitle the Party to which such Confidential Information belongs to seek injunctive relief, specific performance and other equitable relief for such breach or threatened breach in addition to all other rights or remedies available to such Party in a court having jurisdiction thereof.


ARTICLE VI - TERM AND TERMINATION

Section 6.1  Term. 
This Agreement shall become effective upon the Effective Date.  The initial term of this Agreement shall be thirty (30) days (the “Initial Term”).  After the Initial Term, this Agreement shall automatically renew for successive terms of one (1) month per Exhibit C, unless terminated or cancelled by either party in accordance with Section 6.2.     

Section 6.2  Termination.  
This Agreement may be terminated:   
(a) by either party giving the other party thirty (30) days prior written notice;
(b) by either party giving the other party notice no later than one (2) days prior to the end of the Initial Term;
(c) by Company in the event of nonpayment by Subscriber; or
(d) by Company, at any time, without notice if, in Company’s sole and absolute discretion, Subscriber or a Client is determined to be in violation of any term or condition of this Agreement.

Section 6.3  Effect of Termination or Expiration. 
The termination or expiration of this Agreement pursuant to this Article VI shall not release any Party from: (i) liability for its own misrepresentation or for any breach by it prior to such termination of any covenant, agreement or warranty contained herein or for any indemnification obligation hereunder; or (ii) its obligations arising prior to such termination, including, but not limited to, Subscriber’s obligation to pay any and all compensation owed to Company prior to the termination date; or (iii) liability for any indemnity obligations arising out of Article VIII of this Agreement.  Additionally, Subscriber shall not be entitled to a refund of any compensation paid to the Company prior to the termination. 


ARTICLE VII - COMPENSATION AND EXPENSES

Section 7.1  Compensation.  
(a)  Subscriber shall compensate Company at the times and in the manner set forth in Exhibit C. 
 
Section 7.2  General Expenses.  
The Parties shall be solely responsible for any and all day-to-day costs and expenses incurred in connection with the performance of their respective obligations under this Agreement.


ARTICLE VIII - INDEMNIFICATION

Section 8.1  Indemnification.  
(a) Indemnification by Subscriber.  Subscriber shall and does hereby indemnify and hold Company and its Affiliates harmless from and against any and all Damages which Company or its Affiliates may incur or which may be claimed against Company, or its Affiliates as a result of: (i) any false, inaccurate, untrue or incomplete representation or warranty made by Subscriber in this Agreement; (ii) the breach, non-fulfillment or non-performance by Subscriber or its Affiliate of any applicable covenant, condition or obligation in this Agreement;  (iii) gross negligence or willful misconduct on the part of Subscriber under this Agreement; (iv) the violation of Applicable Requirements; (v) the violation of Applicable Requirements related to the provision to or use by Company of any Client’s Client Information; or (vi) any claim by a Client arising out of information set forth in a Report.
(b) Indemnification by Company.  Company shall and does hereby indemnify and hold Subscriber and its Affiliates harmless from and against any and all Damages which Subscriber or its Affiliates may incur or which may be claimed against Subscriber or its Affiliates as a result of: (i) any false, inaccurate, untrue or incomplete representation or warranty made by Company in this Agreement; (ii) the breach, non-fulfillment or non-performance by Company of any applicable covenant, condition or obligation in this Agreement; (iii) gross negligence or willful misconduct on the part of Company under this Agreement; or (iv) the violation of Applicable Requirements.
(c) Indemnification Procedures.  If an Indemnitee seeks indemnification under this Agreement:
 (i) The Indemnitee shall notify the Indemnifying Party within thirty (30) days after learning of the occurrence of any event that is asserted to be an indemnifiable event pursuant to this Agreement.  If such event involves the claim of any third Person and the Indemnifying Party confirms in writing its responsibility for such liability, if established, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, assume control over (in which case the Indemnifying Party shall assume all expense with respect to) the defense, settlement, adjustment or compromise of such claim.
 (ii) The Indemnitee shall have the right to employ separate counsel in any action or claim and to participate in the defense thereof at the expense of the Indemnifying Party if the (i) retention of such counsel has been specifically authorized by the Indemnifying Party, or (ii) counsel is retained because the Indemnifying Party does not notify the Indemnitee within thirty (30) days after receipt of a claim notice that it elects to undertake the defense thereof.  The Indemnitee shall have the right to employ counsel at the Indemnitee’s expense and to participate in such action or claim, including settlement or trial, so long as such participation does not substantially interfere in the Indemnifying Party’s defense of such claim or action.
 (iii) The Indemnifying Party shall obtain the prior written approval of the Indemnitee before entering into any settlement, adjustment, or compromise of such claim or ceasing to defend against such claim, if pursuant to or as a result of such settlement, adjustment, compromise, or cessation, injunctive or other relief would be imposed against the Indemnitee.
 (iv) If the Indemnifying Party does not assume control over the defense of such claim as provided for herein, the Indemnitee shall have the right to defend the claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Party, and with the consent of the Indemnifying Party, to settle, adjust, or compromise such claim.  The Indemnitee may settle, adjust, or compromise any such claim without the consent of the Indemnifying Party if the Indemnitee waives indemnification for such claim.
 (v) The Indemnifying Party shall remit payment for the amount of a valid and substantiated claim for indemnification hereunder promptly upon receipt of a claim notice therefore.  Upon the payment in full of any claim hereunder, the Indemnifying Party shall be subrogated to the rights of the Indemnitee against any person with respect to the subject matter of such claim.
 (vi) In the event that the Indemnifying Party reimburses the Indemnitee for any third Person claim, the Indemnitee shall remit to the Indemnifying Party any reimbursement that the Indemnitee subsequently receives for such third Person claim, whether from insurance proceeds or otherwise.
(d) Allocation of Risk.  For purposes of this Article VIII and for purposes of determining whether an Indemnified Person is entitled to indemnification pursuant to this Article VIII, any breach of or inaccuracy in any representation or warranty shall be determined without regard to any Materiality qualifications set forth in such representation or warranty, and all references to the terms, “Material,” “Materially,” “Materiality” or any similar terms shall be ignored for purposes of determining whether such representation or warranty was true and correct when made.
(e) Survival.  All representations, warranties, covenants, agreements, undertakings and obligations contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the termination or expiration of this Agreement for the applicable statute of limitations period, notwithstanding any investigation conducted by a Party with respect thereto or any knowledge acquired by a Party as to the accuracy or inaccuracy of any representation or warranty of the other Party.

Section 8.2  Limitation on Liability.
EVEN TO THE EXTENT A PARTY’S EXCLUSIVE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSES, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED IN ADVANCE THAT SUCH DAMAGES MAY BE INCURRED, IN NO EVENT WILL A PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, OR FOR DAMAGES FROM INTERRUPTION OF BUSINESS, LOSS OF PROFITS OR BUSINESS OPPORTUNITIES, COST OF CAPITAL, OR LOSSES CAUSED BY DELAY. 


ARTICLE IX
[INTENTIONALLY OMITTED]


ARTICLE X - GENERAL

Section 10.1  Notices.  
All notices, instructions and other communications required or permitted to be given to or made upon either party hereto shall be in writing and shall be personally delivered by registered or certified mail, return receipt requested, or by overnight courier, and shall be deemed given for purposes of this Agreement on the date that such writing is delivered to the intended recipient thereof in accordance with the provisions of this Section and addressed as follows:
To Company:  myRateTrack.com, LLC - 650 Village Crest Drive - Suwanee, Georgia  30024 -- Attn:  Jeffrey Pinkerton
with a copy to:	Edward J. Rantz, Jr. -- Frilot L.L.C. -  1100 Poydras Street, Suite 3600 - New Orleans, LA  70163 -- Phone:  (504)599-8324; Fax:  (504)599-8100; E-Mail:  erantz(at)frilot.com

To Subscriber: [per webform: labeled 'Company', per webform: labeled 'Company Address' 'Company City' 'Company State' 'Company Zip']
Attn: [per webform: labeled 'Name']
Phone: [per webform: labeled 'Company Phone']
Fax: [per webform: labeled 'Company Fax']
E-Mail: [per webform: labeled 'Email']

Section 10.2  Waiver.  
No failure or delay on the part of Company or Subscriber in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or of the exercise of any other power, right or remedy.

Section 10.3  Entire Agreement.  
This Agreement, including the schedules and exhibits which are referred to herein and are made a part hereof, sets forth the entire understanding of the Parties relating to the subject matter hereof, and all other and/or prior understandings, written or verbal, are hereby superseded.  This Agreement may not be modified, amended, waived, terminated or supplemented except in accordance with its express terms and in a writing executed by each party hereto.

Section 10.4  Press Releases and Public Announcements.
All press releases and public announcements relating to this Agreement or the transactions contemplated herein shall be mutually agreeable to each party hereto, and each party hereto shall obtain the prior written approval of the other party prior to issuing any such press release or public announcement.

Section 10.5  Article and Section Headings. 
The Article and Section headings set forth herein are for convenience only and shall not be used in construing this Agreement.

Section 10.6  Counterparts.  
This Agreement may be signed in one or more counterparts, each of which shall be an original and all of which shall be taken together as one agreement.

Section 10.7  Severability.  
If any provision hereof is void or unenforceable in any jurisdiction, such ineffectiveness or unenforceability shall not affect the validity or enforceability of such provision in any other jurisdiction or the validity or enforceability of any other provision hereof in that or any other jurisdiction.

Section 10.8  Successors and Assigns. 
This Agreement shall inure to the benefit of and be binding upon the Parties and their successors and permitted assigns.  This Agreement is not intended to confer on any Person other than the Parties hereto and their successors and permitted assigns any rights, obligations, remedies or liabilities.

Section 10.9  Assignment.  
This Agreement may not be assigned without the prior written consent of the Parties, which consent shall not be unreasonably withheld.  Notwithstanding the foregoing, Company may, without the consent of Subscriber, assign this Agreement and/or delegate its obligations hereunder to any of Company’s Affiliates or in connection with a change in control of Company.   

Section 10.10  No Third Party Rights.  
Nothing herein contained, whether express or implied, is intended to confer any right or remedy under or by reason of this Agreement on any person or entity other than the Parties hereto and their respective successors and permitted assigns, and no action may be brought against any party hereto by any third party claiming as a third party beneficiary to this Agreement or the transactions contemplated herein.  

Section 10.11  Governing Law.  
This Agreement shall be deemed to be a contract made under the laws of the State of Georgia, and for all purposes shall be construed in accordance with the laws of said state without regard to principles of conflicts of law.

Section 10.12  Governmental Authorities; Laws and Severability.  
The terms and provisions of this Agreement are expressly made subject to applicable federal and state statutes, laws, and rules and regulations promulgated thereunder, as amended from time to time.  Any rule, regulation or administrative policy of any government agency having jurisdiction which relates to the subject matter of this Agreement shall be deemed to be incorporated herein, and shall supersede the terms of this Agreement, unless such incorporation shall materially impair the contemplated benefits to be received by the Parties pursuant to this Agreement, in which event the Parties shall renegotiate the terms and conditions hereof to reflect a fair allocation of the economic benefits contemplated hereby.  In the event any provision of this Agreement is deemed by a court of competent jurisdiction or a governmental agency to be in violation of any of the above, such provision shall be of no force or effect, and this Agreement shall continue as though such superseded provision were not contained in this Agreement.

Section 10.13  Relationship of Parties.  
Nothing in this Agreement shall be deemed to constitute a partnership, joint venture, employment or agency relationship between Subscriber and Company.  This Agreement shall not be construed to limit in any way the rights of the parties to pursue, independently and in accordance with their respective management policies, any aspects of their respective businesses and operations.

  												 
EXHIBIT A -- SERVICES

(1) Providing detailed, customized, loan-specific, customer specific refinance reports.  Reports and website are branded with the Lender/Mortgage Brokers personal information and customized with specific rates and closing costs.
(2) Monitor each mortgage clients Target Refinance Rate and Target Refinance Program.
(3) Allow Subscriber to provide advertising space to their best realtors and referral partners.


EXHIBIT B -- CUSTOMER INFORMATION

Name:
Email:
State:
Original Loan Amount:
Interest Rate:
Loan Type:
Loan Term:
First Payment Date:
Interest Only Yes or No:
Occupancy type:
ARM loan Yes or No:
Details of ARM, if applicable:

Optional information:

Street Address:
City:
Closing Date:
Phone Number:


EXHIBIT C -- COMPENSATION

Initial Term (30 days) - No compensation is owed by the Subscriber

Special Offer Pricing (for each month where billing date is in 2010) - price per month is $35 per month

Successive Term (one month) - beginning January 1st, 2011, the price per month is based on the number of Clients in Subscriber's database as recorded on the 1st day of each month and according to the following"

up to 100 clients = $35 per month
101 to 250 clients = $45 per month
251 to 500 clients = $55 per month
501 to 1,000 clients = $70 per month
1,001 to 1,500 clients = $85 per month
1,501 to 2,000 clients = $100 per month
2,001 to 3,000 clients = $150 per month
Accounts that exceed 3,000 clients = $200 per month, plus $50 for each additional 500 clients
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