PayDay One Affiliate Program Agreement

This Affiliate Agreement, made and entered by and between PayDay One, LLC ("PayDay One" or "we"), a Delaware limited liability company, with its principal place of business at 4150 International Plaza., Suite 400 Fort Worth, TX 76109 and you, the affiliate ("you" or "Affiliate"), contains all of the terms and conditions that apply to your participation in the PayDay One Affiliate Program (the "Affiliate Program" or "Program").

1. Enrollment in the Program

You will submit a complete Affiliate Program application from our site and agree to all of the terms and conditions of this Agreement. After we review your application, we will notify you of your acceptance ("Acceptance") or rejection to the Program. Only sites that are in English and owned and operated in the United States are eligible to participate in the Affiliate Program. We may reject your application in our sole discretion. And, if your site is accepted, we, in our sole discretion, may terminate your participation at any time.

2. Promotion of Our Affiliate Program

If you are accepted into the Affiliate Program, we will make available to you via PayDay One 's site a variety of graphic and textual links (collectively, the "Links"), which, subject to the terms and conditions of this Agreement, you may display on your site. The Links will serve to identify your site as a member of the Affiliate Program and will establish a link from your site to ours.

3. PayDay One Agrees To:

Pay Affiliate a commission of $25.00 per new PayDay One customer that you refer from your site. To be eligible for the commission, the customer must complete an application, be accepted by us, have the loan funded, and not be a previous PayDay One customer. All determinations of whether a commission is payable will be made by PayDay One in its sole discretion, and will be final and binding on Affiliate.
Checks for commissions earned in each month will be issued no later than the 15th of the following month, provided that your account has reached a minimum of $100.00. Accounts with a balance of less than $100.00 will roll over to the next month and will be paid on a calendar quarterly basis.

4. Affiliate Agrees To:

Place one or more Links on your site.
Have sole responsibility for the development, operation, and maintenance of your site and for all content and other materials that appear on your site.
Ensure that all materials posted on your site are not illegal and do not infringe on the rights of any person or entity of any kind including, without limitation, any third party intellectual property rights.
Indemnify, defend, and hold harmless PayDay One and each of its affiliates, subsidiaries and each of their respective shareholders, officers, directors, agents and employees from all claims, damages, and expenses (including attorneys fees and costs) relating to any breach of this Agreement by you as well as the development, operation, and contents of your site.
Ensure that your site does not copy or resemble the look and feel of PayDay One or create the impression that your site is our site or a part of our site.
Submit the URLs for all sites you plan to use to promote PayDay One via email to affiliate@PayDay One.com.
Remove all links regarding sweepstakes and other similar promotions or time-sensitive content on the date such promotions end or content expires, and agree to forfeit any commissions earned after the end date of the promotions if you continue to post such links.

5. Publicity

You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent, which may be withheld in our sole discretion. All such publicity requests shall be sumbitted via email to affiliate@PayDay One.com

6. Confidentiality

Except as specifically provided in this Agreement or with the consent of the other party hereto, each party agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.

7. Limitation of Liability

We will not be liable to you or any third party for indirect, incidental, exemplary, punitive, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability to you or any third party arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid, or payable, to you under this Agreement.

8. Limited License

Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
PayDay One shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting our site ("Customer Information") which is collected by PayDay One, including without limitation, customers who access our site through Links, and Affiliate shall have no right to access or use any such Customer Information.
PayDay One grants you a revocable, non-exclusive license to use, reproduce and transmit the Links provided by PayDay One and posted on our site solely for the purpose of creating the Links. Except as expressly set forth in this Agreement or permitted by applicable law, you may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Any goodwill resulting from your use of PayDay One's name, logos, trademarks, service marks and trade dress as incorporated into the Links will inure solely to the benefit of PayDay One and will not create any right, title or interest for you. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.
You may use only the Links that are provided by PayDay One. You shall not use the Links in connection with any activity that disparages PayDay One, or its products or services, or that damages the reputation for quality inherent in the same. Your use of the Links as set forth above must be in a manner that is less prominent than that of Affiliate's name, logos, trademarks, service marks, trade dress, products and/or site name. You are prohibited from creating an impression that there is an association or affiliation between PayDay One and Affiliate beyond the arrangement outlined in this Agreement. Affiliate shall always maintain the quality of its services at a level satisfactory to PayDay One. PayDay One shall have the right to review Affiliate's activities related to this Agreement.
Affiliate shall immediately cease using the Links upon any termination or expiration of this Agreement.

9. Disclaimers

We make no express or implied warranties or representations with respect to the PayDay One web site, the Links or the Affiliate Program (including, without limitation, any warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. We expressly reserve the right to refuse to make any loans to any persons or entities referred by Affiliate. Finally, we disclaim all liability for all materials or content on your site as well as any liability arising out of the ownership or operation of your site.

10. Termination

This Agreement will begin upon acceptance of your application and shall continue thereafter in full force and effect until terminated at any time by either party by giving the other party written notice of termination. Such termination shall be effective upon delivery of such notice of termination. Upon any termination of this Agreement, you will immediately cease use of, and remove from your site, all Links to our site, and all PayDay One trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

11. Modifications

We may modify any of the terms and conditions of this Agreement at any time. You will be notified by email, and a change notice will be posted on our site. If the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in this Affiliate Program after a change notice has been posted will constitute binding acceptance of such change.

12. Anti-Spam Policy

Affiliates will be terminated from the Affiliate Program and forfeit any pending commissions if engage in any spamming activity or otherwise breach the terms of the CAN-Spam Act Addendum attached to this Agreement.

13. Spyware

We will refuse all applications or signups from affiliates that we believe participate in any spyware, adware, parasiteware or similar techniques for driving traffic. We reserve the right to investigate Affiliates and their activities and, in our sole discretion, determine whether or not these practices exist. You shall comply with the Pay Per Click Addendum attached to this Agreement. Affiliates found in violation of this Section 13 will be immediately terminated from the Program and will forfeit any and all pending or accrued commissions.

14. Independent Contractors

You and PayDay One are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.

15. Representations and Warranties

Affiliate represents and warrants to PayDay One that: (a) it has the authority to enter into this Agreement; (b) this Agreement has been duly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; (c) the contents of its website do not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) contain defamatory or libelous material; (iv) contain lewd, pornographic or obscene material; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; and (d) Affiliate has and complies with a privacy policy consistent with federal and state laws and regulations, which is prominently displayed on its site.

16. Independent Investigation

You acknowledge that you have read this Agreement and understand and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate Web sites that are similar to or compete with your site. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement.

17. Fraud

If you commit fraud or falsify information in connection with the registration of members in PayDay One through the Links, then this Agreement will be terminated immediately. In addition, you will be liable to PayDay One for any and all damages that PayDay One suffers as a result of such actions. You will also be responsible for returning to PayDay One all commissions received for fraudulent/falsified members, and we will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law.

18. Reservation of Rights

PayDay One may terminate this Agreement at any time in its sole discretion, even if your site has not changed since the time that your Affiliate Program application was accepted. PayDay One also reserves the right to monitor Affiliate sites and, at any time, determine whether they are not in compliance with this Agreement.

19. Governing Law

This Agreement will be governed by the laws of the United States and the State of Texas, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Fort Worth, Texas and you irrevocably consent to the exclusive jurisdiction of such courts. You may not assign this Agreement, directly, by operation of law or otherwise, without our prior written consent, which may be withheld in our sole consent. Subject to the foregoing, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of and, provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.

20. Injunction

Affiliate acknowledges that a breach of any of the promises and covenants set forth herein will have material and adverse effect upon PayDay One and its affiliates and subsidiaries and that damages arising from said breach may be difficult to ascertain. Consequently, Affiliate agrees that in addition to, and without limiting any other remedy or right PayDay One may have, Affiliate agrees to consent to the entry of an immediate injunction enjoining such breach upon Affiliate proof that Affiliate breached this Agreement.

21. Counterparts

This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties.

22. Severability

The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

Per Click Addendum

PayDay One has worked hard to define its brand and establish a solid market presence. During this process, we've created proprietary assets including our name and other trademarked words. Based on this business philosophy, our terms and conditions regarding bidding on our trademarks and name in pay-per-click search engines are as set forth in this addendum.

1. Affiliates are prohibited from bidding on PayDay One's trademarked words. Prohibited words are those including, but not limited to, any the following or variations thereof:

PayDay One
www.paydayone.com
PayDay OK
PayDayOK
paydayok.com
www.paydayok.com

Further, you may not use any phrase including "PayDay One" or those letters in sequence in search engine bidding.

CAN-SPAM Act Addendum

Affiliate agrees to comply with the requirements of the CAN-SPAM Act of 2003 (the "Act") or any other applicable law in its distribution of email that contains messaging regarding PayDay One. More specifically, email that meets this criteria:

May only be sent to recipients who have expressly given their advance consent to receive e-mail via some affirmative means, such as an opt-in procedure.
Must have procedures for soliciting consent that include reasonable means to ensure that the person giving consent is the owner of the email address for which the consent is given.
Must retain evidence of the recipient's consent in a form that may be promptly produced on request, and you honor recipients and PayDay One's requests to produce consent evidence within 72 hours of receipt of the request.
Must provide a valid physical postal address of Affiliate.
The body of the email must describe how the email address was obtained, for example, "You opted in to receive this email promotion from our web site, or from one of our partner sites," and information on how to request evidence of the consent, for example, "If you would like to learn more about how we received you email address please contact us at abuse@yourdomain.com."
You must post an abuse@yourdomain.com email address on the first page of any Web site associated with the email, you must register that address at abuse.net, and you must promptly respond to messages sent to that address.
Must provide a functioning return email address or other Internet-based mechanism, clearly and conspicuously displayed, that a recipient may use to submit, in a manner specified in the commercial email, a reply email or other Internet-based mechanism a request not to receive future commercial email from Affiliate - such as a link in the body of the email, or instructions to reply with the word "Remove" in the subject line. Revocations of consent must be honored within 72 hours. The return address or Internet-based mechanism must be capable of receipting such messages for at least thirty (30) days after the transmission of the original message. Affiliate may not send subsequent commercial email more than ten (10) business days after the recipient's request not to receive further emails has been received (unless there is a subsequent affirmative consent by the recipient to receive such emails). Once Affiliate receives such a request, Affiliate may not sell, lease, exchange or otherwise transfer or release the email address of the recipient.
May not contain materially false or materially misleading header information, or deceptive subject heading. You may not obscure the source of your email in any manner. Your email must include the recipients email address in the body of the message or in the "TO" line of the email.
You must have a Privacy Policy posted for each domain associated with the mailing.
You have the means to track anonymous complaints.
Your site does not (a) infringe trademark rights of yours or any third party or otherwise violate the rights of any third party, (b) contain sexually explicit materials, (c) contain hate/violent/offensive content, (d) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, (e) promote illegal activities or otherwise violate any applicable laws, including those targeting "spyware," "adware" or spam or (f) violate any intellectual property rights, including, without limitation, scraping text or images from PayDay One's website.

In addition, before distribution of email that contains messaging regarding PayDay One, Affiliate agrees (1) to send the email addresses of all intended recipients of such email to PayDay One, or a third party designated by PayDay One, so that PayDay One may identify those individuals who have notified PayDay One that they do not want to receive emails from or about PayDay One, and (2) to suppress the email addresses of those individuals, as identified by PayDay One.

Affiliate may not initiate or assist in the transmission of commercial email using an email address: (1) that was collected through automated means, from a third party web site in violation of that third party's posted privacy policy, or (2) that was generated through automated means by combining name, letters or numbers into numerous permutations. Affiliate may not conduct fraudulent activities related to electronic mail, including but not limited to the material falsification of header or transmission information, the unauthorized use of someone else's computer to send bulk commercial email, and the registration of an email account that materially falsifies the identity of the actual registrant.

Upon PayDay One's request, Affiliate shall provide PayDay One with documentation demonstrating that the recipients consented to receive the email at issue.

In addition, in the event of a breach of this addendum by Affiliate and/or a third party or licensee, in addition to all other remedies available to it, PayDay One shall have the right to refuse to make payments to Affiliate as a result of Affiliate's efforts promoting PayDay One, which efforts cannot be verified by Affiliate as having complied with the terms and conditions of this addendum.