Eye On My Loan Affiliate Program

PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE OUT FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Breakthrough Tools, LLC (EyeOnMyLoan). BY ADVERTISING EYEONMYLOAN YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR ALL TERMS AND CONDITIONS IN THIS AGREEMENT.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate of EyeOnMyLoan Affiliate Program. The purpose of this Agreement is to allow linking between your web site or advertisements and EyeOnMyLoan's web site. Please note that throughout this Agreement, "we," "us," and "our" will mean EyeOnMyLoan, and "you," "your," and "yours" will mean the affiliate.

2.1. We may reject your enrollment into our affiliate program at our sole discretion.

2.2. As a member of the EyeOnMyLoan Affiliate Program, you will have access to the EyeOnMyLoan Affiliate Management Center. At this site you will be able to access your account information and your unique EyeOnMyloan link. Any Graphics ("Links") or HTML that we have made available for use in your web site ("Site") will always be available and can be accessed from your own personal affiliate account page. You are only allowed to link to those specific web pages that we designate in the HTML code. Plus, in order for us to accurately keep track of guest visits from your site to ours, you must use the HTML code that we provide.

2.3. You agree to fully cooperate with us in order to establish and maintain any links between the EyeOnMyLoan site and your site. You also agree that those graphic images that you display pertaining to EyeOnMyLoan, will be used for the intended purpose of marketing EyeOnMyLoan.

2.4. The tools, products and creative assets (collectively, "Assets") that are provided to You by Eye On My Loan provide valuable information vital to the success of the Program, including information that helps make sure Transactions generated by You are properly attributed to You for Payout calculations. Thus, each of these Assets must be used in their intended manners. You agree that You will not corrupt, modify or disable the tracking functionality provided to You related to the Program.

2.5. You agree to renew your membership as an affiliate annually by agreeing to the terms and conditions and by supplying an updated federal W9 form.

3. EyeOnMyLoan Rights and Obligations

3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to your site that we feel should be made or to make sure that your links to our web site are appropriate and to notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the EyeOnMyLoan Affiliate Program.

3.2. EyeOnMyLoan reserves the right to terminate this Agreement and your participation in the EyeOnMyLoan Affiliate Program immediately and without notice to you should you commit fraud in your use of the EyeOnMyLoan Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, the EyeOnMyLoan shall not be liable to you for any Referral Fees for such fraudulent referrals.

3.3. If EyeOnMyLoan determines, in its sole discretion, that You have purchased or attempted to purchase "EyeOnMyLoan" or "Breakthrough Tools" keywords or domain names, or one of the three cited examples above, (Section 9.2) then EyeOnMyLoan may (without limiting any other remedies available to it) pursue any or all of the following actions:
Withhold all compensation otherwise payable to You beginning with the date on which You purchased the prohibited trademarked terms;
Remove You from the EyeOnMyLoan affiliate Program permanently; and/or
Contact the search engine in which your ad was found to ask that these ads be removed immediately and permanently.

3.4. EyeOnMyLoan reserves the right to modify prices, offers, programs and commissions at any time as business directions dictate.

4. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

5. Modification

We may modify any of the terms and conditions in this Agreement, at any time in our sole discretion. In such event you will be notified by email and a change notice will be posted at your Affiliate Management Center. Modifications may include, but are not limited to, changes in the payment procedures, and the EyeOnMyLoan Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the EyeOnMyLoan Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Affiliate Commissions

6.1. For every new end user who enters the EyeOnMyLoan web site through your Links from your Site or advertisement and purchases a subscription to EyeOnMyLoan (a "Qualified Buyer"), EyeOnMyLoan will pay you a commission of 20% (twenty percent) of the subscription (after processing fees), depending on whether the affiliate is deemed a " Monthly Subscriber" or a "Yearly Subscriber". If the Qualified buyer continues to be an EyeOnMyLoan subscriber you will continue to receive commissions for a period of ten years, as long as you remain an Affiliate in good standing.

6.2.If the affiliate is a EyeOnMyLoan customer then the program costs will be taken from commissions before they are paid.

7. Refunds

Occasionally, a customer makes an error on his/her order and orders the wrong quantity or wrong product. If a refund is made back to the customer, the commission is voided as well.

8. Payment

You will receive your commission payment every quarter by EyeOnMyLoan, assuming your commissions total is over $25.00. If not, that amount in your account will be carried forward and you will be payed at the next payment period, once your account exceeds $25.00.

9. Promotion Restrictions

You are welcome to promote your own web sites, but naturally any promotion that mentions the EyeOnMyLoan web site, could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by EyeOnMyLoan.

9.1. Under no circumstances shall You send commercial electronic mail messages as defined in the new Federal spam law, the CAN-SPAM Act of 2003 [the "Act"], with respect to EyeOnMyLoan Program. For clarification, this does not prohibit You from sending transactional or relationship messages as defined in the Act. EyeOnMyLoan reserves the right to collect, withhold, or cancel any and all compensation related to the content You send via commercial electronic mail messages.

9.2. Keywords, Pay Per Click advertising, and domain names involving Eye On My Loan trademark "Eye On My Loan" and variations thereof. You shall not purchase search engine keywords or domain names that use Eye On My Loan's trademark "Eye On My Loan" and/or certain variations and mispellings thereof. You shall not purchase or register keywords, Pay Per Click advertising, AdWords, search terms, domain names, or other identifying terms that include the word "Eye On My Loan" or certain variations and mispellings thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. Specifically, this policy prohibits You from:

Bidding on Eye On My Loan's trademark or Breakthrough Tools, LLC trademark, "Eye On My Loan" or "Breakthrough Tools, and any keyword string that includes these terms. For example, "Eye On My Loan gadgets", "Eye On My Loan apparel", "Eye On My Loan computing", "Eye On My Loan t-shirts", etc.; and

Bidding on variations of EyeOnMyLoan's or Breakthrough Tools trademark: for example "Eye On My Loan", "EyeOnMyLoan.com", www.EyeOnMyLoan.com", "eoml", "Eye-On-My-Loan", www.EyeOnMyLoan", "ww.EyeOnMyLoan.com", "e-o-m-l.com", "www,EyeOnMyLoan.com", "EyeOnMyLoan.eoml", "wwwEyeOnMyLoan.com", "EyeOnMyLoan", etc.

Purchasing Pay Per Click advertising containing EyeOnMyLoan's or Breakthrough Tools trademarks or variations of EyeOnMyLoan's or Breakthrough Tools trademarks: for example "ionmyloan.com", "eyesonmyloan.com", "eyeonmyloans.com", "eoml.com", etc

10. Grant of Licenses

10.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you for such purpose. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the EyeOnMyLoan Affiliate Program. All uses of Licensed Materials by you shall be subject to the EyeOnMyLoan trademark usage guidelines as will be provided to you from time to time. You agree that all uses of the Licensed Materials will be on behalf of EyeOnMyLoan and the good will associated therewith will inure to the sole benefit of EyeOnMyLoan.

10.2. You grant to us a non-exclusive right to utilize your name, company name, and/or domain name for promotional purposes.

11. Disclaimer

EyeOnMyLoan MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE EyeOnMyLoan SERVICE AND WEB SITE OR THE SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF THE EyeOnMyLoan ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.

12. Representations and Warranties: You represent and warrant that:

12.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

12.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

12.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

13. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL THE EyeOnMyLoan CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

14. Indemnification

You agree to indemnify and hold harmless EyeOnMyLoan and its employees, representatives, agents and affiliates, against any and all claims, suits, actions, or other proceedings brought against EyeOnMyLoan based on or arising from any claim (i) that our use of any material provided by you infringes on any copyright, patent, trademark, trade secret or any other intellectual property right of any third party, or (ii) resulting from your breach of this Agreement or resulting from your breach of any third party intellectual property right or misappropriation of any material, or resulting from any of your defamatory, libelous act or resulting from your violation of any third party right of publicity or privacy. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by EyeOnMyLoan in connection with or arising from any such claim, suit, action, or proceeding.

15. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential", will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

16. Miscellaneous

16.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and EyeOnMyLoan. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

16.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

16.3. This Agreement shall be governed by and interpreted in accordance with the laws of the province of Ontario without regard to the conflicts of laws and principles thereof.

16.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.