Lendio Affiliate Marketing Program – Terms of Use


LENDIO AFFILIATE MARKETING PROGRAM TERMS

 

These Terms for Lendio’s Lendio Affiliate Marketing Program, along with any exhibits, (together the “Agreement”), dated as of the date which the prospective Affiliate agrees to these terms (the “Effective Date”), govern your participation in the Lendio Affiliate Marketing Program (the “Program”) offered by Lendio, Inc. (“Lendio”).

 

By registering and/or participating in the Program, you agree to be bound by the terms and conditions of this Agreement. You also agree that the judgments and decisions of Lendio with respect to the administration of the Program and other interpretation and application of this Agreement, including those relating to your approval to participate in the Program and your compliance with the requirements set forth herein, will be final and binding and made by Lendio in its sole discretion.

 

Lendio reserves the right to modify these Terms at any time. In the event of such a modification, you will be notified and Lendio will request that you accept the modified Agreement in accordance the terms of the Agreement. If you accept the modified Agreement within the timeframe specified, you may continue to participate in the Program, subject to terms and conditions of the modified Agreement. If you do not accept the modified Agreement within the timeframe specified, your participation in the Program will be terminated, and you must immediately terminate all activities in connection with the Program, including all uses of any Lendio assets, data, information, and Marks provided to you in connection with the Program, along with any links to Lendio.

 

Affiliate’s admission into the Program is contingent upon Affiliate submitting various due diligence documentation to Lendio, and Lendio’s acceptance of Affiliate into the Program. Should Lendio, in its sole discretion, determine that Affiliate’s documentation is insufficient, Lendio reserves the right to terminate Affiliate’s continued participation in the Program.

 

As used in this Agreement, “we”, “us” and “our” refers to Lendio, and “you” and “your” or “Affiliate” refers to the entity or individual which agrees to these terms. Affiliate and Lendio may at times be referred to together as a Party or collectively as the Parties.

 

THEREFORE, in consideration of the mutual promises contained herein, the Parties hereby agree as follows:

                 

  1. Referrals

 

  1. Qualified Customers: Affiliate will identify certain of its customers to refer to Lendio for business financing purposes (each a “Qualified Customer”).

 

  1. Qualified Customer Qualifications. To be considered a “Qualified Customer”, the customer must be (1) referred to Lendio by and through the affiliate link provided by Lendio to Affiliate; (2) complete a business financing application through Lendio; and (3) meet the qualification criteria found in section 1(a)(i)(1)-(4). The affiliate link shall be the sole mechanism by which an Affiliate may receive credit for leads referred to Lendio.  The qualifications set forth in section 1(a)(i) can be changed by Lendio at any time.

 

  1. The business must have monthly revenue in excess of $20,000;

 

  1. The business must have been registered for business for a period longer than six (6) months;

 

  1. The business must be a registered business entity, sole proprietorships will not qualify; and,

 

  1. The business owner applying for business financing must have a personal credit score greater than 500.

 

  1. Lendio Determination of Qualified Customers. The determination of whether a Qualified Customer meets the foregoing criteria, and is thus eligible for payment to Affiliate, remains in Lendio’s sole discretion, which shall include independent verification of such information through documentation and other information provided by either the business owner or validated through third party sources.

 

  • Limited Use. Without limiting Affiliate’s other duties and obligations under these Terms, Affiliate agrees not to disclose, sell, transfer or send over to any third party (other than its auditors, regulators, investors, lenders and the employees and advisors of Affiliate and its affiliates who have a need to know such information) any information related to Qualified Customers, including but not limited to personal financial information. Affiliate acknowledges, confirms, and agrees that information from or related to Qualified Customers will be used only as set forth in these Terms and for no other purpose. In the event that Affiliate breaches this provision, Affiliate’s participation in the Program will terminate on the date the Qualified Customer was sent to another party, and Affiliate shall release Lendio from any payment obligations.

 

  1. Loan Solicitation/Stacking. Affiliate shall not attempt to sell to Qualified Customers any loan or financing product after sending the Qualified Customer to Lendio without the express written permission of Lendio. In the event Affiliate attempts to sell to Qualified Customer any loan or financing product after sending the Qualified Customer shall constitute a breach of this Agreement and shall subject Affiliate to immediate termination of this Agreement.

 

  1. Ownership of Relationship:

 

  1. Application and Loan Process. Lendio shall have the sole right and responsibility for processing all applications and transactions made by Qualified Customers on Lendio’s site. Affiliate acknowledges that all applications and agreements relating to Lendio products shall be between Lendio and the Qualified Customer. Qualified Customers who apply for products through this program will be deemed to be customers of Lendio. Accordingly, all Lendio terms and conditions, policies, and operating procedures will apply to any applications received through the Program and any transactions or relationships resulting therefrom. We may change our policies, terms and conditions and operating procedures at any time in our sole discretion without notice to you. For the avoidance of doubt, Lendio may approve, decline, withhold or suspend any application received through the Program or any resulting card or product account, in its sole discretion, and you will have no recourse for compensation which may be lost as a result of any such action.

 

  1. Renewals. Lendio reserves the right to promote any renewal process or business and shall have the sole discretion to carry out any renewal process in any manner that Lendio sees fit.

 

  1. Marketing: Affiliate must receive prior written approval from Lendio for marketing materials and messages that will be included in Affiliate marketing strategies (i.e., newsletters, customer emails, etc.) to assist in identifying Qualified Customers. Marketing materials may only be used as originally provided or approved by Lendio. Any material alterations to the marketing materials requires prior written approval from Lendio. Lendio shall have the right to review the Affiliate’s marketing materials, and Affiliate shall cooperate with Lendio in reviewing Affiliate’s marketing materials. Affiliate shall not represent that they can accept, submit, or approve applications with Lendio or that they are an agent of Lendio. A violation of this provision will be deemed a breach of the agreement, and Lendio, in their sole discretion, may suspend or terminate this Agreement.

 

  1. Compliance with Applicable Law. Affiliate shall abide by all rules and regulations promulgated by the Federal Trade Commission as it relates to affiliate marketing, unfair and deceptive sales practices, and any other regulation related to Affiliate’s business. Affiliate shall not employ the use of automated telephone dialing systems and/or the use of automated or pre-recorded voice messages. Each Party shall fully comply with any and all applicable laws related to its business activities including, but not limited to, the Telephone Consumer Protection Act, Telemarketing Sales Rule, Do Not Call regulations (both federal and state), The Gramm-Leach-Bliley Act, the California Consumer Privacy Act, and similar state regulations.

 

  1. Limited License. Each Party grants to the other a limited, revocable, non-exclusive, non-transferrable, non-sublicensable license to use the names, trademarks, service marks, logos, trade dress, or copyrights owned or licensed to the Party (collectively the “Marks”), solely for the purpose of displaying such Marks within the marketing materials contemplated herein. Affiliate shall not copy, distribute, modify, reverse engineer, or create derivative works from Lendio’s Marks. Such license shall automatically terminate, with no further notice to a Party, upon the termination or expiration of this Agreement. Notwithstanding the foregoing, Lendio may revoke Affiliate’s license immediately if Affiliate breaches or violates any terms or conditions of this agreement. Each Party represents and warrants to the other that it is authorized to grant the aforementioned license. Neither Party shall acquire any right, title, or interest in or to the other Party’s Marks by virtue of this Agreement, other than the limited license expressly stated herein.

 

  1. Lendio Marks. Affiliate may not post any Lendio Marks or other marketing materials on any other Sites or marketing channels other than the pre-approved marketing channels. In some instances, Lendio may identify specific pages, or types of pages, where Lendio Marks or other approved marketing materials may not be posted, and Affiliate shall not post any Lendio Marks on any such pages. Any material alterations to the look, feel, or content or subject-matter of any of a Affiliate’s site, any changes related to required legal disclosures, or any other changes that may cause Affiliate’s site to fall out of compliance with the requirements or restrictions set forth in the Agreement will require written approval from Lendio prior to the implementation of any such changes.

 

  1. Press Release. You agree not to issue any press release or public announcement, distribute any marketing or promotional materials or otherwise make any public statements or communications to third parties regarding Lendio or about the Agreement or your participation in the Program without our prior written consent.

 

  1. Termination of Marks. If at any time we determine in our sole discretion that any the Affiliate’s site is unsuitable for the Program or that you are otherwise in breach of this Agreement, we may require that you terminate the use of any Lendio Marks, or other previously approved marketing materials on the non-complying Sites or suspend or terminate your participation in the Program and/or this Agreement immediately. Unsuitable Sites include, but are not limited to, those that in Lendio’s sole judgment contain content that:

 

  • Promotes pornography, X-rated, or sexually explicit materials;
  • Promotes gambling or the use of illegal substances, or other illegal activities;
  • Is otherwise considered offensive;
  • Is disparaging, defamatory or libelous;
  • Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
  • Promotes violence or contains hate speech;
  • Is aesthetically unpleasing;
  • Is targeted toward students or any school, college or university (for example, an alumni site), unless

specifically approved in writing by Lendio;

  • Is primarily directed towards or intended for children under 18 years of age; or
  • May conflict with or violate of any law or any intellectual property or other rights of any person or entity.

 

  1. Search Campaign Protected SEM Bidding Keywords
    1. Affiliate is prohibited from engaging in the following marketing practices:

 

  1. Bidding on any search terms or phrases containing Lendio trademarks, branded terms, and misspellings or confusingly similar terms;
  2. Bidding on any Lendio URLs or variation or misspellings (soft branded) thereof;
  3. Using any Lendio trademarks, Lendio branded terms, and misspellings or confusingly similar terms in your paid search ad copy.

 

  1. You must broad negative match Lendio trademarks, Lendio branded terms, and misspellings or confusingly similar terms in your paid search ad copy

 

  • If you are found to be in breach, you are subject to termination, or reversals of compensation owed.

 

  1. Compensation and Reporting

 

  1. Cost Per Lead Payment. Lendio will pay Affiliate on a “cost per lead basis”, meaning it will pay Affiliate for each Qualified CustomerThe amount paid shall be as set forth in Partnerstack for the prior month. Lendio reserves the right to change the amount it pays for a Qualified Customer in its own discretion, except that Lendio may not retroactively modify such an amount after a lead has clicked on the affiliate link.

 

  1. For all Closed Transactions, Lendio shall pay to Affiliate (the “Affiliate Commission”) as follows:

 

  1. The number of Qualified Customers referred to Lendio multiplied by the amount Lendio advertises on Partnerstack it will pay in the prior month.

 

  1. Lendio Reporting. By the fifteenth (15th) day of the close of each month, Lendio will provide a reconciliation report for the activity from the prior month and will include the number of Qualified Customers referred to Lendio.  Affiliate acknowledges and agrees that Lendio does not guarantee or represent in any way that Lendio will be able to provide a certain amount of Referral Fees and Affiliate is not relying on any representation or warranty of Affiliate regarding the amount of Referral Fees.

 

  1. Lendio Payment. Lendio will pay Affiliate the total amounts owed within forty-five (45) days of the close of each month.

 

  1. Under/Over Payment. In the event that Lendio overpays Referral Fees to Affiliate due to a documented and verified error, Affiliate shall promptly refund all such overpaid Referral Fees to Lendio, or Lendio may withhold Affiliate Commissions in the following months to recoup any overpayment. In the event that Lendio underpays Referral Fees to Affiliate due to a documented and verified error, Lendio shall promptly make payment of the shortfall to Affiliate.

 

  1. Taxes. Neither Party shall be responsible for any taxes owned by the other Party arising out of either Party’s activities described in this Agreement. Lendio shall not withhold any taxes from the Referral Fees paid to Affiliate.

 

  1. Withholding Payments. All determination of whether compensation is owed to Affiliate pursuant to this section 3 shall be made by Lendio in its sole discretion. In the event that Lendio determines compensation is not owed, it may withhold payments from Affiliate.

 

  1. Exclusivity: Affiliate shall not send a Qualified Customer to any other party upon Affiliate sending the lead to Lendio. Affiliate understands that Lendio may at any time (directly or indirectly) solicit referrals from Affiliate’s direct or indirect competitors. Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

 

  1. Term and Termination:

 

  1. Term. This Agreement shall commence upon signing of the Agreement, and shall continue until terminated in accordance with the terms of this Agreement.

 

  1. Termination for Cause. Lendio may terminate this Agreement immediately if Affiliate materially breaches or violates any terms or conditions of this Agreement. All rights to causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement. However, in the case of Affiliate’s breach of this Agreement, Lendio reserves the right to withhold any outstanding payments and pursue further action against Affiliate to recover additional monetary damages resulting from Affiliate’s breach of this Agreement and failure to comply with the terms herein.

 

  1. Right of Termination. Lendio reserves the right to terminate this Agreement at any time for any reason, upon prior written notice.

 

  1. Effect of Termination. Upon termination of the Agreement for any reason, Affiliate will immediately cease use of all Lendio Marks, and all other materials provided by or on behalf of Lendio to Affiliate pursuant hereto or in connection with the Agreement.

 

  1. Customer Complaints: You shall promptly log and forward to Lendio any Complaint you receive related to Lendio’s products or services, but in no event more than thirty (30) days following receipt of such Complaint. “Complaint” shall mean any written, verbal, or electronic communication received by you, from or on behalf of a customer of Lendio, related to a product or service offered by, or on behalf of, Lendio that (1) indicates a particular act or practice may be in violation of Lendio policy or any law or regulation to which Lendio is subject including prohibitions of unfair, deceptive, or abusive acts or practices, or (2) that expresses dissatisfaction or confusion concerning terms, costs, or features of an Lendio product or service. You must provide to Lendio the following information for each Complaint, provided that you have been provided such information by the customer and provided that such information is required by Lendio to remediate the basis for the Complaint pursuant to a regulatory requirement or Lendio policy: the name of the person making the Complaint and their account number, the date of Complaint, a description of the Complaint, and a summary of how you responded to the Complaint.

 

  1. Indemnification: Affiliate shall defend, indemnify and hold Lendio and its affiliates and their successors and assigns, and their respective directors, officers, employees, agents, shareholders or subcontractors (the “Indemnified Party”) harmless from and against all third party claims, causes of actions, suits and proceedings, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising out of or relating to any (i) breach of the terms and conditions of this Agreement or (ii) any claim brought against an Indemnified Party alleging injury or damage from or in connection with either Party’s breach of any of the terms of this Agreement (each, a “Claim”).  The Indemnified Party shall notify Affiliate of all threats, claims and proceedings relating to any Claim, permit the Affiliate to control the investigation, defense and settlement of all such Claims, subject to Lendio’s advice, and provide Affiliate with reasonable cooperation, at Affiliate’s expense, in the defense and/or settlement of such Claims.  Affiliate shall not settle or agree to any compromise with respect to any Claim on the Indemnified Party’s behalf without Lendio’s prior written approval.  In the event that the Indemnified Party’s actions, failure to act or breach, or a third party’s negligent or intentional acts or omissions contributed to the cause of the Claims being asserted against Affiliate hereunder, the damages and expenses shall be allocated (or reallocated) between Affiliate, Indemnified Party, and any other party bearing responsibility, in such proportion as appropriately reflects the reflective fault of such parties, and the liability of the Indemnified Party shall be proportionately reduced.

 

  1. Limitation of Liability: TO THE MAXIMUM EXTENT ALLOWABLE BY APPLICABLE LAW, IN NO EVENT SHALL LENDIO OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR SOURCES BE LIABLE TO AFFILIATE UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES. FURTHER, LENDIO SHALL NOT BE RESPONSIBLE OR LIABLE TO AFFILIATE FOR THE PERFORMANCE, PAYMENT, OBLIGATION, LIABILITY, FRAUD OR BREACH OF ANY CUSTOMER. IN NO EVENT SHALL LENDIO OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR SOURCES BE LIABLE TO AFFILIATE UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR LOST PROFITS OR DATA, EVEN IF AFFILIATE HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

 

  1. Representations and Warranties:

 

  1. Affiliate Representation and Warranties. You represent and warrant that (i) you have the authority to enter into this Agreement and sufficient rights to grant any licenses expressed herein, (ii) you shall, in the performance of all of your rights and obligations under this Agreement, comply with all applicable laws, rules, and regulations, including by way of example and not limitation, laws regarding unfair competition, anti-discrimination, consumer financial protection and false advertising, and take no action or make any omission that would cause Lendio to fail to comply with, as applicable, the Equal Credit Opportunity Act (Reg. B), Fair Debt Collection Practices Act (FDCPA), Telephone Consumer Protection Act (TCPA), Truth-in-Lending Act (Reg. Z), Unfair, Deceptive or Abusive Acts or Practices (Reg. AA), or Gramm–Leach–Bliley Act, CAN-SPAM Act, and (iii) any material which is provided to us by or on behalf of you, or displayed on a Qualifying Site or any marketing channel or communication containing Qualifying Links, Qualifying Product or any other Lendio product or service will not (a) infringe on any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or right of publicity or privacy; (b) be defamatory or libelous; (c) be lewd, pornographic, or obscene; (d) violate any laws, including those regarding unfair competition, anti – discrimination, consumer financial protection or false advertising; (e) promote violence or contain hate speech; (f) promote discrimination, based on race, age, sex, religion, nationality, sexual orientation, or disability; or (g) contain viruses, trojan horses, worms, time bombs, cancelbots, or other similarly harmful or deleterious programming routines.

 

  1. Lendio Representation and Warranties. LENDIO MAKES NO REPRESENTATIONS OR WARRANTIES TO YOU, INCLUDING, BUT NOT LIMIT ED T O, ANY IMPLIED WARRANT IES OF MERCHANT ABILITY OR FIT NESS FOR A PARTICULAR PURPOSE. LENDIO MAKES NO EXPRESS OR IMPLIED WARRANT IES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCT S OR SERVICES SOLD THROUGH THE PROGRAM, OR THAT THE LENDIO SITE, PROGRAM SITE, OR NETWORK SIT E WILL BE UNINTERRUPTED OR ERROR -FREE, AND LENDIO WILL NOT BE RESPONSIBLE FOR CONSEQUENCES OR ANY INTERRUPTIONS OR ERRORS.

 

  1. Non-obligation. Lendio will not, and is not obligated to, make any representations, warranties, or other statements concerning you, any of your other Sites, any of your products or services, or any of your other Sites’ policies.

 

  1. Data and Privacy: Affiliate agrees that it is committed to protect the privacy of personal information, as such term may be defined under any applicable law, including but not limited to the California Consumer Privacy Act, which may be collected from consumers (hereinafter ‘PII”). Accordingly, Affiliate represents and warrants that (i) the collection and use of PII by Affiliate shall be in accordance with all applicable law and Affiliate’s posted privacy policy and (ii) Affiliate shall maintain a privacy policy posted on the Affiliate’s Website. Without limiting the foregoing, Affiliate represents and warrants that it shall comply with all laws, rules, and regulations governing privacy and/or data protection that are applicable, which may include the Investment Company Act of 1940, as amended, Securities Act of 1933, the Securities Exchange Act of 1934, Gramm-Leach-Bliley Act of 1999 (GLBA), the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Children’s Online Privacy Protection Act of 1998 (COPPA), the Telephone Consumer Protection Act (TCPA), and all applicable federal and state licensing, consumer credit, and privacy and information security laws, as such laws and regulations may be amended from time to time.

 

  1. Security: Affiliate represents and warrants to use commercially reasonable efforts to ensure its equipment, systems, and facilities, and all PII, are secure and free from viruses.

 

  1. Warranty Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LENDIO DOES NOT MAKE ANY WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY REPRESENTATIONS OR WARRANTIES REGARDING ITS SERVICES, CUSTOMERS, OR WEB SITES, AND LENDIO HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.

 

  1. Confidentiality: “Confidential Information” means information pertaining to the products, services, projects, operations, marketing ideas, objectives, strategy, specifications, technology, methodology, processes or trade secrets of Lendio. For a period of two (2) years following the date on which Confidential Information is disclosed, Affiliate will (a) protect and safeguard the confidentiality of such information, (b) limit the disclosure thereof to employees on a “need to know” basis only, (c) prevent disclosure thereof to any and all third parties, except in furtherance of this Agreement where the third party is subject to a substantially similar confidentiality obligation, and (d) use such information only in performing services under this Agreement and for no other purpose.  Notwithstanding the foregoing, this Agreement shall impose no obligation upon Affiliate with respect to any Confidential Information which (a) is now or subsequently becomes publicly known or available by publication, commercial use or otherwise without breach of this Agreement by Affiliate Affiliate’s employees; (b) is known to Affiliate or Affiliate’s employees at the time of receipt; or (c) is subsequently rightfully furnished to Affiliate by a third person without a restriction on disclosure.

 

  1. Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by Lendio to Affiliate, and all copies thereof which are in the possession of Affiliate, shall be and remain the property of Lendio and shall be promptly returned to Lendio upon Lendio’s written request.

 

  1. Remedies. Affiliate agrees that its obligations hereunder are necessary and reasonable to protect Lendio and Lendio’s business, and expressly agrees that monetary damages would be inadequate to compensate Lendio for any breach by Affiliate of any covenants and agreements set forth in this Section 14. Accordingly, Affiliate agrees and acknowledges that any such violation or threatened violation may cause irreparable injury to Lendio and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Lendio shall be entitled to seek injunctive relief against the threatened breach of this Section 14 or the continuation of any such breach, without the necessity of proving actual damages.

 

  1. Sole Discretion: Affiliate agrees that the judgments and decisions of Lendio with respect to the interpretation and application of this Agreement, including those relating to Affiliate’s compliance with the requirements set forth herein, will be final and binding and made by Lendio in its sole discretion.

 

  1. Modification: Lendio reserves the right to modify the Agreement and/or the Statement of Work at any time. In the event of such a modification, Lendio will notify Affiliate and request acceptance of the modified Agreement within 15 days. If Affiliate accepts the modified Agreement within 15 days, Affiliate may continue to participate in the Program, subject to terms and conditions of the modified Agreement. If Affiliate does not accept the modified Agreement within 15 days, the Agreement will be terminated, and Affiliate must immediately terminate all activities in connection with the Agreement, including all uses of any Lendio assets, data, information, and marks provided to Affiliate in connection with the Agreement.

 

  1. Miscellaneous

 

  1. No 3rd Party Beneficiaries: This Agreement is for the sole benefit of the Parties hereto and their successors and permitted assigns, and nothing herein express or implied shall give or be construed to give any person other than the Parties hereto any legal or equitable rights hereunder.

 

  1. Status: The Parties will perform their obligations hereunder as independent contractors. Nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or master and servant between the Parties. Affiliate shall not make any statement that would reasonably contradict anything in this paragraph.

 

  1. Governing Law, Venue and Attorneys’ Fees: This Agreement will be governed by the laws of the State of Utah, without regard to its conflict of laws principles. The Parties submit to the jurisdiction of the state and federal courts located in Salt Lake County, Utah. The prevailing Party in any action shall be entitled to recover from the losing Party its reasonable attorneys’ fees and costs in addition to any other relief to which such Party is entitled.

 

  1. Severability: If any provision of this Agreement shall be held illegal, void, or unenforceable, the remaining portions of the Agreement shall remain in full force and effect.

 

  1. Waiver: The delay or failure of Lendio to exercise any right herein or to take any action against Affiliate in the event of any breach of this Agreement shall not constitute a waiver of such right, or any other right herein.  Any waiver of any right must be made in writing.

 

  1. Contract in Entirety. This Agreement sets forth the entire understanding of the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous letters of intent, agreements, covenants, negotiations, arrangements, communications, representations, understandings or warranties, whether oral or written, of either Party relating thereto.

 

 

EXHIBIT A- LENDIO AFFILIATE MARKETING PROGRAM STANDARDS & PRACTICES GUIDELINES (THE “GUIDELINES”)

 

These Guidelines outline the standards and practices to which you must adhere as a participant in the Lendio Affiliate Marketing Program (the “Program”). The obligations set forth in these Guidelines are in addition to those set forth in the Agreement and do not in any way substitute your obligations under the Agreement. You must comply with both these Guidelines and the Agreement throughout your participation in the Program; failure to do so may result in your immediate expulsion from the Program and/or subject you to monetary damages. These Guidelines apply to all Publishers and Subpublishers, as defined in the Agreement. Should you have any questions regarding these Guidelines, you must contact your Program contact at Lendio for guidance before proceeding.

 

Content

 

Lendio will provide to you approved content which you may post on your site. However, we understand, from time to time, your posts may include additional statements or information not provided by Lendio, often in content written by editorial staff. When posting any content discussing Lendio products or services, you must adhere to the following standards:

 

  1. General Requirements

 

  1. All descriptions of Lendio products, features, benefits, offers and services must be consistent with the full form claims and disclosures that we provide to you and that we make generally available on our proprietary marketing channels
  2. Only make statements that are truthful and not misleading, and which reflect your honest beliefs, opinions, or experiences with Lendio and its products and services.
  • Do not make false, deceptive, misleading or unsupported claims about Lendio’s products or services.
  1. Do not post any information about any Lendio product, including without limitation, any features and/or benefits thereof and any offers and/or promotions with respect thereto that is or contains any incorrect, inaccurate or expired information.
  2. Do not respond to any Qualified Customer’s inquiries or questions related to Lendio Offers, Qualifying Products, or Non-Qualifying Products, without first obtaining approval from Lendio and satisfying all necessary requirements as determined by Lendio. Such requirements may include, without limitation, training for any and all individuals who have the ability or authority to respond to such Qualified Customer inquiries or questions.
  3. Do not post any content that is lewd, obscene, sexually explicit, pornographic, disparaging, defamatory, libelous, or obscene, or that otherwise contains inappropriate content or objectionable material.
  • Do not defame, misrepresent, or make disparaging remarks about other people, companies, or products.
  • Do not post any content that violates any law.
  1. You must be able to track all postings of editorial content and, upon request, provide to Lendio information relating to such postings, including but not limited to the contents of the posting(s) and the date(s) posted.

 

  1. Qualifying Site Advertisements: All advertisements purchased by a Publisher to drive traffic to or awareness of a Qualifying Site in any media, including social, digital display and television, and that features or describes a Lendio product (each a “Site Ad”) must be approved in advance by Lendio. All Site Ads must comply with all content requirements pursuant to this agreement.

 

  1. Content Restrictions: Content restrictions vary based on the Lendio products and services applicable to your Program. You must refer to the Appendix for Program -specific content restrictions.

 

  1. Confidentiality: Do not disclose or discuss any proprietary, non -public information about Lendio, its customers, employees, business Affiliates or suppliers.

 

  1. Lendio’ Trademarks, Logos: Do not use any trademarks, logos or other proprietary materials that belong to Lendio except as part of the approved content provided by Lendio.

 

  1. Third-Party Rights

 

  1. Original Work: Your posts must be your own original work, created solely by you, and must not infringe the copyright, trademark, privacy, publicity, or other personal or proprietary rights of any person or entity.
  2. Site Rules, Requirements for Posts: Adhere to the posting guidelines and comply with all other applicable rules and requirements on any sites on which you post content, including without limitation those relating to defamation and the infringement of intellectual property, privacy, publicity and other third-party rights.

 

  1. Removal/Notification of Expired Offers and Promotions: Within one (1) business day of receiving notification from Lendio or otherwise becoming aware that a product, offer or promotion is expiring or no longer available, you must either i) remove all content or information related to the expired or expiring Lendio product, offer or promotion from any of your sites, or ii) you may keep such content as archived content if you remove all links that reference the product, offer or promotion and add to the content a clear, prominent, conspicuous notice that the product, offer or promotion has expired or is no longer available through the Qualifying Site.

 

  1. Monitoring & Take-Down Rights: You must provide the URLs for new editorial content on your Qualifying Site that discusses Lendio products or services to Lendio within seven (7) days after publication. Additionally, Lendio reserves the right to monitor your compliance with these Guidelines and to require correction or removal of any content which Lendio determines, in its sole discretion, (i) is not in compliance with these Guidelines, (ii) could expose Lendio to customer complaints, regulatory complaints or liability; for clarity, you are not required to make changes related to your editorial opinions or ratings Lendio may also, in its sole discretion and without notice, deactivate any links to Lendio web sites provided to you, including Qualifying Links. When notified by Lendio regarding correction or removal of any content, you must correct or remove any such inappropriate post within one (1) business day. Failure to correct or remove non- compliant content within this time period will subject you to immediate expulsion from the Program and monetary damages.

 

APPENDIX B – CONTENT RESTRICTIONS

 

For personal and business Products and Services

 

  1. Rates and Fees: Any content that references price, rate, or fee information about Lendio products must be posted exactly as provided by Lendio.

 

  1. Absolute Terms: Do not use absolute expressions such as “free”, “guaranteed”, “best”, “always”, “never”, “forever”, “unlimited”, “for life” etc. as part of the communication about Lendio without prior written approval from Lendio and subject to

 

  1. “Pre-qualification”: Do not use any form of terms such as “pre-selected”, “pre-Qualifying.” “pre-screened” or “preapproved” without prior written approval from Lendio.

 

  1. “Fee” Terms: Do not say “fee free”, “first year free”, or “no fee” when referring or to any Lendio products.

 

  1. Targeting Audiences: Do not make statements which target or may appear to target audiences on the basis of any of the following factors:

 

  1. Race / Ethnicity
  2. Color
  3. Religion
  4. National origin
  5. Sex
  6. Marital status
  7. Familial status
  8. Handicap / disability
  9. Sexual Orientation
  10. Age (provided the applicant is old enough to enter into a legally binding contract)
  11. The fact that all or part of a person’s receipt of income is derived from any public assistance program
  12. The fact that the applicant may have exercised a good faith right under the Consumer Credit Protection Act
  13. Data that is dependent on the user’s location (such as IP Address or home address)

 

  1. Additional Requirements:
    1. “Terms Apply,” “Terms and Restrictions Apply,” “Terms and Limitations Apply” or “Terms and Conditions apply” must be included where an Lendio Offer or benefit is mentioned. It is permissible to include “Terms apply to Lendio benefits and offers. Visit lendio.com to learn more” at the beginning of editorial articles that reference Lendio products, services or offers.

 

ADVERTISER DISCLOSURE REQUIREMENTS

 

  1. General Requirement

 

  1. Each page of the site that contains financing or other product listings, ratings, reviews, comparisons or rankings and any other pages that contain links to products or articles that reference specific products (collectively, “product pages”) must clearly and conspicuously disclose:

 

  1. that some or all of the product offers that appear on the website are from advertisers;
  2. that compensation may impact on how and where products appear on the site; and,
  • that the site does not include all product companies or all available product offers.

 

  1. There are three types of pages that are not subject to this general requirement:

 

  1. product pages where the only reference to specific products is in banner ads and/or other display ad units that are clearly identifiable as advertisements;
  2. product pages that contain only user generated content; and
  • pages where (1) the focus of the page is not card or other [consumer or commercial financial services] products; (2) product references represent a very small portion of the products or other content on the page; and (3) there is no suggestion that any qualitative assessment is being made. This general requirement will apply to any landing pages or product pages to which these general pages are linked.

 

  1. Advertiser Disclosure Language

 

  1. Disclosure must (1) clearly and accurately describe the relationship between advertisers and the publisher; (2) be readily understandable to an average consumer; and (3) be conspicuous and prominent.

 

  1. The following sample disclosure language is acceptable: “Advertiser Disclosure: The product offers that appear on this site are from companies from which [NAME OF SITE] receives compensation. This compensation may impact how and where products appear on this site (including, for example, the order in which they appear). [NAME OF SITE] does not include all product companies or all offers available in the marketplace.”

 

 

  1. However, the sample language should only be used to the extent that it accurately reflects the operation of the site. For example:

 

  1. If a significant percentage of the products on the site (an average of at least 10%) are products for which the publisher is not receiving any compensation (“non -monetized products”) the sample language may be revised to reflect that fact. Acceptable options would be to begin the first sentence of the Advertiser Disclosure with “Most of the offers that appear on this site…” or “Many of the [credit] card offers that appear on this site…”.
  2. If compensation does not impact how or where products appear on the site in any way, the second sentence should be modified to affirmatively state that it does not. iii. Note: The phrase “receives compensation from” cannot be replaced with the phrase “may receive compensation from” based solely on the rationale that the site will not be paid unless a user clicks, applies for and/or is approved for a product.

 

  1. If publisher wishes to deviate from the sample disclosure, publisher must provide Lendio with the proposed disclosure and documentation to support the proposed deviation.

 

  1. Presentation

 

  1. The Advertiser Disclosure must be conspicuous and prominent on each page of the site where Lendio links are displayed or discussed, but there is no absolute standard for what makes a disclosure conspicuous or prominent.

 

  1. Two common options for the presentation of the Advertiser Disclosure are:

 

  1. Option 1: Post the full text of the disclosure conspicuously above-the-fold of the page.
  2. Option 2: Post a conspicuous hyperlink to the advertiser disclosure above -the-fold, and contextual disclosures (e.g., phrases like “from our advertisers” or “from our Affiliates”) elsewhere on the page (e.g., in site navigation, page headings and/or intro paragraphs).

 

  1. An exception to the above-the-fold requirement may be granted if the first product listings or links to products only appear below the fold of a given page of the site (e.g., the home page of a site that is not strictly dedicated to products). In that instance, the disclosure may also appear below the fold, and must appear in close proximity to those links, listings, etc.

 

  1. If it is possible for users to deep link into a page, bypassing an Advertiser Disclosure or link to the Advertiser Disclosure located above-the-fold, additional disclosures are required in all areas of the page to which a user can deep link.
  2. Other factors that Lendio will consider in determining the adequacy of the presentation of the disclosure and any links to the disclosure (if applicable) are as follows:

 

  1. Context is very important. For example, a disclosure on a page where there is little other text is likely to be far more conspicuous than it would be on a more cluttered page with a large amount of content. For the latter, a larger, darker disclosure may be needed to be conspicuous. Formatting (such as all caps, large font, bold letters) and visual cues (such as shading, asterisks and/or text boxes) may be used to draw attention to the link to the disclosure and/or the disclosure text. In either case, the font color and other formatting must be designed to make the hyperlink text and/or disclosure text clearly visible to users in the context of the entire page.
  2. Placement is also important. Items placed in the upper right-hand corner of a window or screen can be less conspicuous than those in other areas of the window or screen. Thus, disclosures and hyperlinks placed in the upper right-hand corner may be required to be in a darker heavier font and/or a different color than they would be in another location. If hyperlink(s) to the Advertiser Disclosure is not sufficiently prominent, contextual disclosures on the page may also be required to link to the text of the Advertiser Disclosure.
  • The disclosure text must be clearly readable and can’t be buried under other disclosures or content. If there are multiple disclaimers or disclosures on a page, the page must clearly identify (e.g., using asterisks, daggers, number, etc.) which disclaimers/disclosures relate to which content. Ideally, those symbols should be hyperlinks to the disclosure too.
  1. The Advertiser Disclosure must be labeled “Advertiser Disclosure” to make it more easily identifiable. If the publisher opts to adopt Option 2, the hyperlink to the disclosure must also be labeled “Advertiser Disclosure.”
  2. For hyperlinks, the presentation must follow the convention for other links on the site in terms of color and font, so that it would be clear to a reasonable site visitor that the link is a link.
  3. The “Advertiser Disclosure” hyperlink should either link to the full text of the disclosure in another location on the page (e.g., in the global footer) or launch a pop -up window containing the full text of the disclosure. Note that, if using a pop -up window, it must be mobile optimized so that a user on a mobile device will still see it if she hovers on the link and supplemented by an additional persistent disclosure elsewhere on the same page.

 

  1. Contextual Disclosures

 

  1. On sites that include only monetized cards, contextual disclosure can often be accomplished by incorporating phrases like “from our advertisers” or “from our Affiliates” in the heading(s) or intro copy on a given page. On sites where not all cards are monetized, contextual disclosure can be more difficult. If the phrase “from our Affiliates” does not work as a contextual disclosure because not all cards featured on a given page are from advertisers, alternative language may be acceptable.

 

  1. When using contextual disclosures (particularly in headings and particularly on the home page), it is important to be careful that the language does not give the impression that it applies to only certain products on the page or site, when in fact cards on other parts of the page or site are also monetized. For example, putting the phrase “From our Affiliates” in the navigation to the “Business Financing” section of the site would give the impression that all cards in each page within that section are from advertising Affiliates, whereas putting it in the heading of a single page heading may give the impression that only the financing options on that page are monetized.

 

  1. If there is no intro copy on the page to which a more nuanced contextual disclosure can be added, alternative solutions (e.g., a link labeled “About our Affiliates” below the page heading) may be acceptable.

 

  1. On Lendio product pages, if the site elects not to post the full text of the Advertiser Disclosure above-the-fold, the required contextual disclosure in any intro copy must expressly state that Lendio is an advertiser of the site. Contextual disclosure may appear as a stand-alone statement (e.g., “Lendio is a [XYZ.com] advertiser”) or integrated in the intro copy of the page.

 

  1. Depending on the prominence of the Advertiser Disclosure or hyperlink(s) to the Advertiser Disclosure, contextual disclosures may also be required to link to the text of the Advertiser Disclosure.

 

  1. Disclosures on Editorial Pages

 

  1. The Advertiser Disclosure requirements set forth above generally apply to pages that contain editorial content. If the site elects not to post the full text of the Advertiser Disclosure above -the-fold, the required contextual disclosure must be included in all editorial articles, including news articles and reviews that mention or link to Lendio or Lendio’s products. And, as on Lendio product pages, the contextual disclosures must expressly state that Lendio is an advertiser of the site.

 

  1. In articles where only Lendio products are mentioned, the contextual disclosure must (i) be either immediately before or after the byline or dateline of the article (e.g., “Lendio is a [XYZ.com] advertiser”), or (ii) be in the first paragraph of the article. In articles that discuss multiple issuers, the contextual disclosure must be in close proximity to the first mention of, or link to, Lendio in the article.

 

  1. If there is more than one article posted on a given page that mentions or links to Lendio or Lendio’s products, the contextual disclosure must be repeated in each article.

 

CONTENT GUIDELINES

 

Generally speaking, all content on the site (including all statements, information and any and all other content not provided by Lendio) must be truthful, accurate, up -to-date and reflect the honest opinions, beliefs and experiences of the site’s editors. Sites must not contain any content that is false, deceptive, misleading or unsupported. Without in any way limiting these general principles, the following specific guidelines apply to all editorial content (including, page headings and site navigation).

 

  1. Assessment Language & Visual Cues
    1. The use of language (such as “best,” “top,” “favorites” or “ editor’s choice”) or visual cues (such as stars or badges) that imply assessment in reference to products, benefits or offers is not acceptable unless the assessment is completely independent of payment considerations (equally weighing product regardless of the existence or terms of any advertising relationship that the site may have with the product issuer). “Best Business Financing from our [Affiliates][Advertisers]” would be an acceptable heading only if all cards from all of the site’s Affiliates have been considered and selection is not influenced by payment considerations. Otherwise, the heading should be changed to something that does not imply assessment, such as “Featured Business Financing” or, for the purpose of contextual disclosure, it could be changed to “Featured Business Financing from our [Affiliates][Advertisers].” If the assessment is limited to business financing on the site, but is otherwise independent of payment, the heading could be changed to “Best Loan Marketplaces on Our Site.”

 

  1. If the publisher wants to continue using assessment language on the site, the publisher must provide Lendio documentation to support the independence of its editorial staff and their analysis. A publisher can satisfy this requirement by providing editorial policies and a narrative description of how they are enforced together with data to support the contention that rankings or assessments are completely independent of payment. A publisher will need to provide data on a regular basis to demonstrate the continued independence of the editorial staff.

 

  1. Factors that will be considered in evaluating a site’s editorial independence include (i) the site’s ability to demonstrate editorial independence of its writers through documented editorial policies, processes and practices, (ii) data supporting the site’s position that payments do not influence editorial choices and treatment; and (iii) lack of monetization of editorial content (e.g. whether the page contains listings or rankings of cards or whether the page contains referral links or links to other pages on the site that contain referral links).

 

  1. Publishers must provide support for any statements made on a site about the site’s editorial independence, whether or not such statements appear on credit card pages. For example, if a statement of editorial independence appears on the site’s “About Us” page, Publisher must provide support for such a statement.

 

  1. While no assessment language should be used unless it is a true reflection of the writer’s honest opinion, documentation to prove the independence of the assessment would typically not be required when the writer is not comparing business financing products.

 

  1. This section applies to use of such terms in the name and URL of the site and anywhere in the navigation headings, panels, categories or copy on a site.

 

  1. No text or visual cues on any page should contradict or undermine the messages conveyed by the Advertiser Disclosure. For example, phrases like “we’ve scoured the internet” or “we’re reviewed all credit card offers” are not acceptable if not literally true. Depending on the context, eve n phrases like “find the business financing that’s right for you” or “find the business financing that’s best for you” may need to be changed to “find a business financing option that’s right for you” or “find a business financing option that fits your needs” to avoid creating the impression that every card in the market is listed on the site. (If a publisher wanted to add a contextual disclosure, it could be changed to “find a business financing from our [Affiliates][advertisers] that’s right for you”) or “find a business financing from our [Affiliates][advertisers] that fits your needs”.)

 

  1. Editorial Content

 

  1. All opinions, analyses, reviews and recommendations of Lendio products contained in editorial copy (including, all blurbs, ratings, reviews and articles) or supporting a product rating:

 

  1. must reflect the author’s honest opinions, beliefs, and experiences with Lendio and its products; and
  2. may not contain any statement or representation about Lendio or its products that, to the best of the author’s and editors’ knowledge, is untrue, misleading or deceptive.

 

  1. One of the following editorial notes is required to appear directly below each editorial article that mentions or links to Lendio or any Lendio products or services:

 

  1. If Lendio is the only issuer with products mentioned in the article: “Editorial Note: This content is not provided by Lendio. Any opinions, analyses, reviews or recommendations expressed in this article are those of the author’s alone, and have not been reviewed, approved or otherwise endorsed by Lendio.”
  2. If Lendio is not the only issuer with products mentioned in the article: “Editorial Note: Any opinions, analyses, reviews or recommendations expressed in this article are those of the author’s alone, and have not been reviewed, approved or otherwise endorsed by any product issuer.”

 

  1. A similar editorial note must be included on pages containing editorial content where the editorial content is not in the format of an article (e.g., copy introducing or elaborating on Lendio product listings). In those instances, the note is not required to immediately follow each editorial blurb but may appear just once on the page. The text of the editorial note should be changed accordingly (e.g., “opinions, analyses, reviews or recommendations expressed on this page” rather than “in this article”).

 

  1. Special Offers

 

Lendio product offers should not be described as “special” or “exclusive” deals (or any other

comparable terms or phrases), unless they are legitimately special or exclusive to the site, or you have obtained prior written approval from Lendio.

 

  1. URLs

 

Language (such as “best,” “top” or “favorites”) that implies assessment may not be used in the URL of any site, where inclusion in the site is in any way impacted by payment. Similarly, the use of a URL with a .org designation is not permitted for any site, where inclusion in the site is in any way impacted by payment.

 

  1. RECOMMENDATIONS & CALCULATIONS

 

  1. No products should be identified as being recommended for the user (e.g., under a heading of “Recommendations for You”) if the listings are based on default assumptions and not based on actual information about the user. If recommendations are based on information about the user, the publisher must accurately convey the basis for the recommendation. For example, no suggestion should be made that recommendations are based on credit reports (or other factors) if they are not.

 

  1. When a site provides data points about products (such as “Annual Savings”) that are based on its own calculations, it must be made reasonably clear to the consumer what the calculation measures and what it means to the consumer before the data point is presented (and not hidden behind a link). For example, a calculation of “Annual Savings” must clearly identify what the calculation is intended to measure, how the calculation is made and the assumptions that went into making the calculation before/above/next to the presentation of the data point. Further, such calculations must be based on algorithms/formulas that are reasonably designed to measure whatever it is that they purport to measure and must not be designed or manipulated to influence the outcome of the calculation or rankings of the products. The data points must be qualified as “estimated” and it must be clear that the data points are estimated by the Publisher. If the site assumes a value of a point or mile in arriving at an estimated data point, the site must make it reasonably clear to the consumer how it arrives at the assumed value and that value is “estimated by [Publisher].”

 

  1. Calculations based on assumptions about the user must be based on default assumptions that represent an average consumer and must not be designed or manipulated to influence the outcome of the calculation or rankings of the products. For example, assumptions on monthly spend must be based on the average consumer’s monthly spend and assumptions on monthly spend in a specific category must be based on the average consumer’s monthly spend in that category. Both the default assumptions and means to modify them, if applicable, need to be presented to the user in a clear and conspicuous manner. For example, a site which modifies its default assumptions used to calculate annual savings based on payment considerations would be in violation of this standard.

 

  1. Publishers must submit all calculators that reference Lendio products to Lendio for prior review and approval and must notify Lendio of any changes to format and functionality.

 

  1. MOBILE SITES, MOBILE APPS & E-MAIL

 

Mobile sites, mobile apps, RSS feeds (e.g., news feeds) and e-mails (e.g., e-newsletters) are subject to all of the same guidelines as the web pages of the site, including with respect to disclosures, content and calculations. The site experience must be optimized for each format. For example, if a pop -up window is used to display the Advertiser Disclosure text, it must be mobile optimized to ensure that a user on a mobile device will still see it if he/she hovers over the link.

 

  1. OFFSITE ADVERTISEMENT AND OTHER OFFSITE PLACEMENTS

 

Advertisements intended to drive traffic to Publisher’s site, such as placements in recommendation widgets, social media and banner placements that drive traffic to Publisher’s site (“Offsite Ads”), as well as other offsite placements, including but not limited to editorial or other content from a Qualifying Site that is published on a third party Site (“Syndicated Content”) are subject to the these requirements and standards. Offsite Ads and Syndicated Content that explicitly or implicitly make a claim about an Lendio product must be reviewed and approved by Lendio unless otherwise stated by Lendio.