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Terms and Conditions

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Unlock Technologies, Inc. Terms *
UNLOCK PARTNER PROGRAM OPERATING AGREEMENT

This Unlock Partner Program Operating Agreement (the “Agreement”) is made and entered into by and between Unlock Technologies, Inc. (“Unlock”), and the counterparty listed in the signature block of this Agreement (“Partner”). Unlock and Partner are referred to herein individually as a “Party” and collectively as the “Parties”. 

RECITALS
	WHEREAS, Unlock is in the business of providing consumers with home equity products and services (each an “Unlock Service” and collectively “Unlock Services”) offered through Unlock’s website, and online platform and other means by Unlock (collectively the “Unlock Platform”); 
	WHEREAS, Partner offers a platform which may include but is not limited to Partner’s website, that can be used to promote the Unlock Services to interested consumers and/or to provide Unlock with business leads (such interested consumers and business leads herein referred to as “Prospects”), including the necessary contact information as further provided in this Agreement (“Partner Platform”);
	WHEREAS, Unlock and Partner seek to enter into a partnership where Partner will provide Unlock with certain insights from the Partner Platform as well as qualified Prospect leads, in exchange for the Fees as further provided in this Agreement (the “Unlock Partner Program”); 
	NOW, THEREFORE, in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT
1.	Unlock Partner Program 

1.1	Promotion of Unlock Services on the Partner Platform. Partner agrees to promote the Unlock Services on the Partner Platform as part of the Unlock Partner Program to Prospects and Unlock will provide Partner with a Fee (as defined below) for each new Prospect that engages in a Qualified Action (as defined below). 

1.2	Links, Unlock Materials, and Media to the Unlock Partner Program. Unlock will make available to Partner, via the Unlock Partner Program, graphic and textual links to the Unlock Platform (collectively, the “Links”) and the graphics and related creative materials (collectively with the Links “Unlock Materials”). Unlock may change, suspend or discontinue any aspect of Unlock Materials and/or a Link. Partner agrees to promptly implement any request from Unlock to update or remove any Link or Unlock Materials (including any graphic or banner ad) that are being used by Partner as part of the Unlock Partner Program. In accordance with the limited license provided in Section 5.1 below, Partner may use and display the current Link and Unlock Materials on the Partner Platform, in Partner’s emails, and in Partner’s online advertisements (collectively, “Partner’s Media”). Links will serve to identify Partner as a member of the Unlock Partner Program and will establish a link from Partner’s Media to the Unlock Platform. 

1.3	Qualified Actions. Partner shall be entitled to a Fee when (i) Unlock is provided Prospect information necessary for Unlock to directly market it services by either (a) having the Prospect directly provide the necessary information to Unlock on the Unlock Platform via a Link provided in Partner’s Media; or (b) Partner directly obtains the necessary information from the Prospect and Partner submits such information to Unlock via a Link; (ii) the individual (whether a Prospect or Partner) accessing a Link or the Unlock Platform is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person (as determined by Unlock); (iii) the individual (whether a Prospect or Partner) accessing a Link or the Unlock Platform is not using pre-populated fields or any other autonomous methods to generate information related to any potential Prospect; (iv) the individual (whether a Prospect or Partner) accessing a Link or the Unlock Platform completes all of the information required for such action within the time period allowed by Unlock without using any autonomous methods to generate information related to any potential Prospect; (v) the Prospect or any Unlock partner of the Unlock Partner Program (including the Partner) has not already provided any of the necessary information of such Prospect under the Unlock Partner Program or such Prospect is otherwise already known to Unlock (iv) above for the same Prospect to Unlock; and (vi) the information provided is later determined by Unlock to be fraudulent, incomplete, unqualified, duplicative of any Prospect, or otherwise provided in violation of Section 3 below ((i) – (vi) making up the “Qualified Action”). All tracking of Links and determinations of a Qualified Action and Fees shall be made by Unlock in its sole discretion.

1.4	Ownership Of Information Submitted Through Links And For Qualified Actions. Any information submitted by an individual to Unlock directly through a Link or otherwise collected by Partner on behalf of Unlock for the purposes of a Qualified Action shall be owned by Unlock.  

1.5	Suspension. In addition to any other rights and remedies available to Unlock under this Agreement Unlock reserves the right to suspend or otherwise limit Partner’s rights under the Unlock Partner Program, including reject any Prospect or information in connection with a Prospect that is submitted through Links or otherwise provided by Partner to Unlock, as well as and withhold and freeze any unpaid Fees or charge back paid Fees to Partner’s account, if (i) Unlock determines in its discretion that Partner has violated this Agreement, (ii) Unlock receives any complaints about Partner’s participation in connection with the Unlock Partner Program, or (iii) any Qualified Action is determined at any time to not meet requirements of the Unlock Program including those set forth in this Agreement. Any withholding or freezing of Fees, or charge backs for paid Fees, shall be without regard as to whether or not such Fees were earned as a result of such breach. In the event of a material breach of this Agreement, Unlock reserves the right to disclose Partner’s identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by Partner’s actions. Such suspension will be in addition to Unlock’s available rights and remedies.

2.	Advertising Fees

2.1	Fee Payment Terms. Unlock will pay Partner an advertising fee per Qualified Action for each new Prospects each month (“Fee”). Unlock reserves the right to charge back to Partner’s account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action in Section 1.3 above.

2.2	Fee Invoice Disputes. In the event that Partner disputes in good faith any portion of an invoice, Partner must submit that dispute to Unlock in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Partner does not dispute the invoice as set forth herein, then Partner agrees that it irrevocably waives any claims or challenges based upon that invoice. In the event that Partner is also tracking Qualified Actions and Partner claims a discrepancy, Partner must provide Unlock with Partner’s reports within three (3) days after the thirtieth (30th) day of the calendar month, and if Unlock and Partner’s reported statistics vary by more than 10% and Unlock reasonably determines that Partner has used generally accepted industry methods to track Qualified Actions and verifies the Partner reported statistics, then Unlock shall pay the difference based on the verified statistics. If Unlock is unable to verify the Partner’s reported statistics based on accepted industry methods, then Unlock statistics and applicable Fee shall govern.

3.	Partner Obligations

3.1	Partner’s Obligations Under the Unlock Partner Program. As a participant of the Unlock Partner Program, Partner hereby agrees that:
i)	Except with respect to Links and Unlock Materials, Partner has sole responsibility for the development, operation, and maintenance of, and all content on or linked to, the Partner’s Media. 
ii)	All materials posted on the Partner’s Media or otherwise used in connection with the Unlock Partner Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party, and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Unlock informs Partner that it considers objectionable (collectively, “Objectionable Content”).
iii)	Partner will not make any representations, warranties or other statements concerning Unlock or a Prospect or any of their respective products or services, except as expressly authorized herein.
iv)	The Partner’s Media does not copy or resemble the look and feel of the Unlock Platform or any Unlock website, or otherwise create the impression that the Partner’s Media is provided by, sponsored, or endorsed by Unlock or a Prospect or a part of the Unlock Platform, without prior written authorization and prior approval following review of the Media from Unlock.
v)	Partner will comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) Laws, rules, regulations, any applicable third party terms in connection with its business, Partner’s Platform, Partner’s Media or its use of the Links and Unlock Materials.
vi)	Partner will comply with the terms, conditions, guidelines and policies of any third-party services used by Partner in connection with its promotional activities under the Unlock Partner Program, including but not limited to, email providers, social networking services and ad networks.
vii)	Partner will comply with all applicable Laws as it relates to the privacy of Prospects. Partner will always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable Laws. 
viii)	Partner will always prominently post and make available to Prospects and any other end-users any terms and conditions in connection with the Unlock Services set forth by Unlock, or as required by applicable laws regarding.
ix)	Partner will not place Unlock ads on any online auction platform (i.e. eBay, Amazon, etc).

3.2	Partner’s Additional Obligations Related to Advertising and Marketing. The following additional program-specific terms shall apply to any promotional programs set forth below:
i)	Email Campaigns. For all email campaigns, Partner must download from the Unlock Services section of Unlock’s Partner Platform a list of emails to be excluded from any campaign (“Suppression List”). Partner shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. If any opt-out requests come directly to Partner, Partner shall immediately forward them to Unlock at unlock@unlock.com. partner’s emails containing the Links may not include any content other than the Links, except as required by applicable law. Partner agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Fee withholdings, removal or suspension from all or part of the Unlock Partner Program, possible legal action, and any other rights or remedies available to Unlock pursuant to this Agreement or otherwise. Partner further agrees that it will not mail or market to any suppression files generated through the Unlock network, and that doing so may result in Fee withholdings, removal or suspension from the Unlock Partner Program, possible legal action, and any other rights or remedies available to Unlock pursuant to this Agreement or otherwise.
ii)	Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or message or bulletin boards unless otherwise agreed to by Unlock in writing. Any pop-ups/under used for the Unlock Partner Program shall be clearly identified as being served by Partner in the title bar of the window and any client-side ad serving software used by Partner shall only have been installed on an end-user’s computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-English end user license agreement and the software be easily removed according to generally accepted methods.
iii)	Partner Network Campaigns. For all Partners that maintain their own partner networks, Partner agrees to place the Links in its partner network (the “Partner Network”) for access and use by those partners in the Partner Network (each a “Third Party Partner”). Partner agrees that it will expressly forbid any Third Party Partner to modify the Links in any way. Partner agrees to maintain its Partner Network according to the highest industry standards. Partner shall not permit any party to be a Third Party Partner whose web site or business model involves content containing Objectionable Content. All Third Party Partners must be in good standing with Partner. Partner must require and confirm that all Third Party Partners affirmatively accept, through verifiable means, the terms of this Agreement prior to obtaining access to the Links. Partner shall promptly terminate any Third Party Partner who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Partner with respect to the Links, Partner shall promptly disclose to Unlock the identity and contact information for such Third Party Partner. Partner shall promptly remove any Third Party Partner from the Unlock Partner Program and terminate their access to future Unlock Services of Unlock in the Partner Network upon written notice from Unlock. Partner shall remain liable for all acts or omissions of any Third Party Partner.

3.3	Compliance with CAN-SPAM. Partner must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”). All emails sent in connection with the Unlock Partner Program must include the appropriate Party’s opt-out link. From time to time, Unlock may request - prior to Partner’s sending emails containing linking or referencing the Unlock Partner Program that Partner submit the final version of Partner’s email to Unlock for approval by sending it to Partner’s Unlock representative and upon receiving written approval from Unlock of Partner’s email the email may be transmitted to third parties. 
It is solely Partner’s obligation to ensure that the email complies with the Act. Partner agrees not to rely upon Unlock’s approval of Partner’s email for compliance with the Act or assert any claim that Partner are in compliance with the Act based upon Unlock approval.

3.4	Express Partner Prohibitions. Partner is expressly prohibited from: 
i)	using any persons, means, devices or arrangements to make any misrepresentations about Unlock or the Unlock Services, commit fraud, 
ii)	violating any applicable Law, 
iii)	interfering with other partners of Unlock participation in the Unlock Partner Program,
iv)	falsifying information in connection with Prospects or Qualified Actions through the Links or the generation of Fees; 
v)	renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring, or otherwise making available any rights to the Unlock Partner Program, any third party;
vi)	reverse engineering, disassembling, decompiling, decoding, adapting, or otherwise attempting to derive or gain access to the source code of the Links, Unlock Materials or Unlock Platform, in whole or in part;
vii)	bypassing or breaching any security device or protection used by Unlock; 
viii)	accessing or using the Unlock Partner Program, Unlock Services, Links, Unlock Materials, or Unlock Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party;
ix)	accessing or using the Unlock Partner Program, Unlock Services, Links, Unlock Materials, or Unlock Platform for purposes of competitive analysis, the development, provision, or use of a competing software service or product or any other purpose that is to the Unlock’s detriment or commercial disadvantage;
x)	inputting, uploading, transmitting, or otherwise providing any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
xi)	using automated means to increase the number of clicks through the Links or completion of any required information including the use of any artificial intelligence or other autonomous methods; 
xii)	using spyware, stealware, cookie-stuffing and other deceptive acts or click-fraud; 
xiii)	otherwise accessing or using the Unlock Partner Program, Unlock Services, Links, Unlock Materials, or Unlock Platform beyond the scope of the authorization granted under this Agreement.

4.	Confidentiality

4.1	Confidential Information. For purposes of the Agreement, “Confidential Information” shall mean all data and information, of a confidential nature or otherwise reasonably understood to be confidential, disclosed during the term of the Agreement by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to:
i)	a party’s business plans, strategies, know how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, oral, recorded on tapes or in any other media or format;
ii)	the material terms of the Agreement; and
iii)	any information marked or designated by the Disclosing Party as confidential.
Confidential Information shall not include any information that the Receiving Party can verify with substantial proof that:
a)	is generally available to or known to the public through no wrongful act of the Receiving Party;
b)	was independently developed by the Receiving Party without the use of Confidential Information; or
c)	was disclosed to the Receiving Party by a third party legally in possession of such Confidential Information and under no obligation of confidentiality to the Disclosing Party.

4.2	Confidential Information Disclosure and Use Restrictions. The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in the Agreement or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers:
i)	Who have a need to know basis for such information in order for the Receiving Party to perform its obligations hereunder; and
ii)	who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein.

4.3	Trade Secrets. Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under this Section 4 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

4.4	Compelled Disclosures. Notwithstanding Section 4.2 above, if the Receiving Party is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy; and (ii) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 4.3, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

4.5	Inadequate Remedies. The Receiving Party agrees that a breach to this Section will cause the Disclosing Party irreparable damage for which monetary damages would not be adequate compensation and that in the event of such breach or threatened breach, the Disclosing Party shall be entitled to seek equitable relief, including a restraining order, injunctive relief, and any other relief that may be available from any court, without the requirement to post bond or other security, in addition to any other remedy to which the Disclosing Party may be entitled at law or in equity.

5.	Limited License & Intellectual Property

5.1	Limited License Grant to Partner. Unlock grants Partner a limited, nonexclusive, nontransferable, non-sublicensable, revocable right to use the Links and Unlock Materials, and to access the Unlock Platform in accordance with the terms of this Agreement, for the sole purpose of identifying Partner’s Media as a participant in the Unlock Partner Program and assisting in increasing sales through the Unlock Platform. Partner may not alter, modify, manipulate or create derivative works of the Links, or any Unlock Materials, including any creative, copy or other materials owned by, or licensed to, Partner in any way. Partner is only entitled to use the Links and Unlock Materials to the extent that Partner is a member in good standing of the Unlock Partner Program. Unlock may revoke Partner’s license any time by giving Partner prior notice. 

5.2	Unlock Ownership. Except with respect to any Partner IP (as defined below) all right, title, and interest in and to the Unlock Materials, Links, Unlock Services, Unlock Platform, and the Unlock Program, including all related registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights Laws, and all similar or equivalent rights or forms of protection, in any part of the world (“Intellectual Property Rights”) therein, are and will remain with Unlock or its licensors, and Partner has no right, license, or authorization with respect to any of the Unlock Materials, Links, Unlock Platform, Unlock Services, and the Unlock Program except as expressly set forth in this Agreement. All other rights in and to the Unlock Materials, Links, Unlock Platform, Unlock Services and the Unlock Program are expressly reserved by Unlock. Without limiting any of the foregoing, Except as expressly stated herein or as otherwise authorized in writing by Unlock, nothing in this Agreement is intended to grant Partner any Intellectual Property Rights of Unlock’s trademarks, service marks, copyrights, patents or trade secrets. 

5.3	Partner Ownership. Except with respect to any Links or Unlock Materials incorporated into the Partner Platform under this Agreement, all Intellectual Property Rights in and to the Partner Platform are and will remain with the Partner or its licensors. 

5.4	Feedback. If Partner transmits any communication or material to Unlock by mail, email, telephone, the Unlock Platform, or otherwise in connection with the Unlock Partner Program, suggesting or recommending changes the Unlock Services, Unlock Portal, Unlock Materials, Links or other suggestions in connection with the Unlock Partner Program, (“Feedback”), Partner agrees that Unlock may use any Feedback without compensation for any purpose irrespective of any other obligation or limitation between the Parties governing such Feedback. All Feedback is and will be treated as non-confidential, except as provided by applicable law. Partner hereby assigns to Unlock all right, title, and interest in, Feedback without any requirement for attribution or compensation to Partner or any other third party. Unlock is under no obligation to ever use Feedback. To the extent any personal data is included in connection with Feedback, Partner will ensure it has the right to provide such personal data, which will be processed in accordance with the Unlock privacy policy. 

6.	Termination

6.1	Term. This Agreement shall commence on the last date both Parties sign this Agreement and shall continue thereafter until terminated as provided in this Agreement. 

6.2	Termination for Convenience by Partner. Partner may terminate Partner’s participation in the Unlock Partner Program at any time upon notice to Unlock of its termination of this Agreement and removal of all Links and Unlock Materials from Partner’s Media and deletion of all copies of the Links and Unlock Materials. 

6.3	Termination for Convenience by Unlock. Unlock may terminate Partner’s participation with respect to one or more Unlock Services or this Agreement immediately at any time by permanently disabling the Links or providing Partner with a written notice. 

6.4	Effect of Termination. Upon termination of Partner’s participation in one or more Unlock Services or this Agreement for any reason, Partner will immediately cease all use of and delete all applicable Links and Unlock Materials, and will cease representing yourself as an Unlock or a Prospect partner for such applicable Unlock Services. The Parties further agree upon termination, each Party shall cease use of and promptly return to the other Party, or otherwise permanently destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Confidential Information of the other Party. In the event Confidential Information cannot be destroyed, the Parties agree that such information shall continue to be protected by the confidentiality obligations under this Agreement for so long as such information is retained.  

6.5	Survival. The Parties agree that if any Section, by its nature, should survive termination or expiration of this Agreement, it will survive any expiration or termination of this Agreement, including but not limited to Sections 1.3, 2, 3, 4, 5.2, 5.3, 5.4, 6.4, 6.6, 7, 8, 9, 10, and 12.

7.	Representations and Warranties

7.1	Mutual Representations and Warranties. Each Party represents and warrants to the other Party as of the effective date as follows: (i) such party is a corporation or other entity duly incorporated or organized (as the case may be), validly existing and in good standing under the laws of the state in which it is incorporated or organized and has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted; (ii) such Party has the legal power, authority and right to enter into this Agreement and to perform its respective obligations set forth herein; (iii) this Agreement has been duly executed by the duly authorized representative of such Party and constitutes the valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as enforceability may be limited by any laws of any governmental authority having competent jurisdiction; and (iv) the execution, delivery and performance of this Agreement by such Party do not and will not: (1) conflict with, or constitute a default under, any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor (2) to such party’s knowledge, violate any law of any governmental authority having competent jurisdiction over it.

7.2	Partner Additional Representations and Warranties. Partner represents and warrants that:
i)	At all times, the Media and Partner itself will comply with all applicable foreign, federal, state or local laws, rules, regulations and ordinances including, without limitation, the Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, CAN-SPAM, the Telephone Consumer Protection Act, the Fair Debt Collection Practices Act, the Federal Communications Act, and all rules and regulations promulgated under any of the foregoing, as well as all applicable state laws including, without limitation, the California Financial Privacy Act and the Vermont Consumer Protection Act, licensing, registration or similar type of filing, and all rules and regulations promulgated under such state laws (collectively, “Laws”), as well as any applicable third party terms in connection with its business, Partner’s Platform, Partner’s Media or its use of the Links and Unlock Materials.
ii)	Partner owns and/or has any and all rights in the Media as contemplated by the Agreement;
iii)	At all times, the Media and Partner itself will not violate any applicable rights of any third party including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary, property or other intellectual property right.
iv)	Partner has a reasonable basis for any and all claims made in connection with the Media and possesses appropriate documentation to substantiate such claims.
v)	Partner shall fulfill all commitments made in connection with any Media.
vi)	No Media is targeted to end-users under the age of eighteen (18).
vii)	Prior to loading any computer program onto an individual’s computer including, without limitation, programs commonly referred to as adware and/or spyware, and cookies, Partner shall provide clear and conspicuous notice to, and shall obtain the express consent of, such individual to install such computer program and/or cookies.
viii)	The Media does not and will not:
a)	contain any misrepresentations or content that is defamatory;
b)	contain content that is violent, obscene, offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive;
c)	promote or support gambling or sweepstakes or contests; or
d)	contain any “worm,” “virus” or other device that could impair or injure any person or entity.
ix)	Partner is not, nor is Partner acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. Law  including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control (“OFAC”); and
x)	Partner is not, nor is Partner acting on behalf of any person or entity that is, a Specially Designated National (“SDN”), as OFAC may so designate from time to time.

8.	Indemnification
Partner shall irrevocably defend, indemnify and hold Unlock and each of their respective employees, officers, directors, members, managers, shareholders, contractors and agents harmless from and against any and all liability, loss, damage or expense (including, without limitation, reasonable attorneys’ fees, costs and expenses) whether based upon tort, breach of contract, breach of warranty, strict liability or any other theory of liability, arising out of or related to any allegation, claim or cause of action, involving:
i)	Partner’s breach of the Agreement;
ii)	the Partner Platform;
iii)	the Media; 
iv)	Partner’s violation of any applicable Law, including the improper provision of any Prospect’s personal information; and/or
v)	any claim that Unlock is obligated to pay any taxes in connection with Partner’s participation hereunder.

9.	Disclaimers
THE UNLOCK PARTNER PROGRAM, LINKS, UNLOCK MATERIALS, UNLOCK SERVICES, THE UNLOCK PLATFORM AND OTHER PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED BY UNLOCK ON AN “AS IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, UNLOCK TECHNOLOGIES, INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. UNLOCK DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE UNLOCK PARTNER PROGRAM, LINKS, UNLOCK MATERIALS, UNLOCK SERVICES, THE UNLOCK PLATFORM AND OTHER PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED AND UNLOCK EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION THEREOF. UNLOCK DOES NOT GUARANTEE THAT PARTNER WILL EARN ANY SPECIFIC AMOUNT OF FEES IN CONNECTION WITH THIS AGREEMENTS.

10.	Limitation of Liability
IN NO EVENT SHALL UNLOCK BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF UNLOCK. IN NO EVENT WILL UNLOCK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT UNLOCK HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. UNLOCK’S CUMULATIVE LIABILITY TO PARTNER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO PARTNER BY UNLOCK IN FEES DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

11.	 Force Majeure
Other than with respect to payment obligations arising hereunder, neither Party will be liable, or be considered to be in breach of this Agreement, on account of such Party’s delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or Partner Network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected Party will give the other Party notice and will use commercially reasonable efforts to minimize the impact of any such event.

12.	 Governing Law & Miscellaneous

12.1	Assignment. Unlock may assign, transfer or delegate any of its rights or obligations under the Agreement without the prior written consent of Partner. Partner may not assign, transfer or delegate any of its rights or obligations under the Agreement without the prior written consent of Unlock, and any attempts to do so shall be null and void; provided, however, that Partner may assign the Agreement or any portion hereof/thereof, to:
i)	an acquirer of all or substantially all of such Party’s equity, business or assets;
ii)	a successor in interest whether by merger, reorganization or otherwise; or
iii)	any entity controlling or under common control with the Partner.

12.2	Choice of Law/Venue. The Agreement shall be construed in accordance with and governed by the Laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the Laws of any jurisdiction other than those of the State of New York. In the event that any suit, action or other legal proceeding shall be instituted against either Party in connection with the Agreement, each hereby submits to a court of competent jurisdiction located in New York County, New York, and further agrees to comply with all the requirements necessary to give such court jurisdiction.

12.3	Non-Waiver/Severability. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party. If any provision contained in the Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the Parties, and the remaining provisions of the Agreement will remain in full force and effect.

12.4	Relationship of the Parties. The Parties hereto are independent contractors. There is no relationship of partnership, agency, employment, franchise or joint venture between the Parties. Neither Party has the authority to bind the other, or incur any obligation on its behalf.

12.5	Interpretation. The headings of the sections and subsections contained in this Agreement are included for reference purposes only, solely for the convenience of the Parties, and shall not in any way be deemed to affect the meaning, interpretation or applicability of this Agreement or provision hereof. When the context requires, the plural shall include the singular and the singular the plural; and any gender shall include any other gender. All references to “including” or “includes” or any variation thereof shall be deemed to include the terms “without limitation”. The words “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole. To the extent not prohibited by applicable Law, this Agreement shall not be construed against the Party who drafted this Agreement.
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