Background
Affiliate and CoSign My Lease each desire to establish the general terms and conditions that shall govern advertising and/or fee arrangements between Affiliate and CoSign My Lease, which results from participation in CoSign My Lease's Bonus Bucks program. Now therefore, in consideration of the mutual promises and obligations contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the Parties mutually agree as follows:

1. CoSign My Lease's Responsibilities.
1.1. CoSign My Lease agrees to underwrite any lease submitted by Affiliate that meets the automated underwriting guidelines previously established and to pay any claim submitted by the landlord or landlord’s representative of those leases as stated in the Rental Payment Assurance Plus or the Rental Payment Assurance.
1.2. CoSign My Lease will take reasonable commercial efforts to make available the website at all times and to ensure that its web servers are running at all times. CoSign My Lease reserves the right, in its sole discretion, to interrupt access to any or all of the Content Pages for maintenance purposes.
1.3. CoSign My Lease may periodically audit the Affiliate to determine whether Affiliate is in compliance with CoSign My Lease's specified requirements or Terms and Conditions as stated in 2.3 of this agreement.
1.4  CoSign My Lease will place on its website the name of the Affiliate, Affiliate’s logo, and/or website URL indicating to the general public Affiliate’s acceptance of CoSign My Lease and its assurance programs.

2. Affiliate's Responsibilities.
2.1. As part of the screening process for all lease applications, Affiliate will access the credit report from one of the three major credit bureaus, verify the mortgage or rental history, verify the employment, and verify the type and source of income for all applicants for which Affiliate has requested a Rental Payment Assurance Plus or Rental Payment Assurance.
2.2 Affiliate will use the data listed in 2.1 of this section to obtain a quote from CoSign My Lease.  Affiliate will notify CoSign My Lease of any change which occurs in the tenant’s application prior to binding the Rental Payment Assurance Plus or Rental Payment Assurance, whether positive or negative that affects the Tenant Risk Score. If any information provided by the Affiliate is deemed inaccurate, fraudulent, or misrepresented at the time the Rental Payment Assurance Plus or Rental Payment Assurance becomes binding CoSign My Lease, at its discretion, may void the Rental Payment Assurance Plus or Rental Payment Assurance and will not remit a Bonus Bucks payment.
2.3  Affiliate shall place required CoSign My Lease logos on its primary website or where its rentals are advertised.  Affiliate shall make every effort to notify the general public of its acceptance of CoSign My Lease, both oral and written.  Affiliate shall provide CoSign My Lease with a copy of its logo or d/b/a to place on the CoSign My Lease website.
2.3. Affiliate and CoSign My Lease each agree not to make any representations, warranties or other statements concerning CoSign My Lease, CoSign My Lease's site, any of CoSign My Lease's products or services or CoSign My Lease's site policies except as expressly authorized.

3. Fees.
3.1. CoSign My Lease agrees to pay fees as specified in Exhibit A (see below). This fee will be calculated on a monthly basis and shall be paid by CoSign My Lease to the Affiliate by the 30th day of the following month.
3.2. CoSign My Lease will not pay any fees during any period in which the Affiliate fails to comply with the terms of this Agreement.

4. Ownership and Licenses.
4.1. 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.
4.2. CoSign My Lease grants Affiliate a non-exclusive license to use, reproduce, display and transmit, during the term of this Agreement only, CoSign My Lease's specified logos, trade names, trademarks and service marks (the "CoSign My Lease Marks") only at the Affiliate's sites and for the purpose of creating and describing the link and marketing of CoSign My Lease's services.
4.3. Affiliate grants CoSign My Lease a non-exclusive, nationwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes.
4.4. Neither Party shall have the right to reproduce, display or otherwise use any content, logo, trade name, trademark or service mark of the other Party except as expressly set forth herein, without the prior written consent of the other Party in each instance.
4.5. At the expiration or earlier termination of this Agreement, neither Party will retain any rights to nor license of any of the other Party's Marks. In addition, each Party agrees to purge from its site all content, logos, trade names, trademarks or service marks of the other Party.

5. Term and Termination.
5.1. This Agreement shall remain in full force and effect for a period beginning on June 13, 2011 and ending on September 30, 2011.
5.2. Either Party may terminate the performance of this Agreement without cause with written notice to the other Party.

6. Representations.
6.1. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's site will 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) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.

7. Cross-Indemnification.
7.1. Each Party shall indemnify, defend and hold (as the "Indemnifying Party") the other Party and its officers, directors, employees and Agents (the "Indemnified Party") harmless from and against any and all claims, demands, actions, and any liabilities, damages or expenses resulting there from including court costs and reasonable attorneys' fees (together, "Claims") arising out of or relating to: (a) the Indemnifying Party's negligence or intentional acts or omissions; and (b) the Indemnifying Party's breach of any of its obligations under this Agreement.

8. Limitation of Liability.
8.1. Neither Party shall be liable to the other for any indirect, incidental, delay, special, punitive or consequential damages, including damages for lost opportunities, lost profits from this Agreement or any other transaction, or lost savings, whether arising in contract, tort or otherwise, even if such damages were foreseeable or result from a breach of this Agreement.

9.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

9.2. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Texas. Any action to enforce this Agreement shall be brought in the federal or state courts located in Texas.

9.3. 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.

9.4. 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.