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Read this carefully before
submitting the application (the "Application") for
participation in the Dreamloans Affiliate Program (the
"Program").
This is a binding agreement (the "Agreement") between the
individual or entity submitting the Application ("You"
and "Your") and Dreamloans, a Australian Company, and its
affiliates (collectively, "Dreamloans"). By completing an
Affiliates Program Application and clicking on the "Accept"
button below, you agree to be bound by the terms of this
Agreement.
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Enrollment in the Program.
By submitting the Application You are
expressing Your desire to participate in
the Program through which You may
promote certain Dreamloans services and
are compensated for the number of
qualified individuals that use such
services as a direct result of Your
promotion. As part of the Application
You must submit the principal URL of
Your Web site ("Your Web Site")
upon which You desire to place the
Dreamloans Graphics (as defined in
Section 2). Additionally, You represent
and warrant that: (i) the information
submitted in the Application is truthful
and accurate; (ii) the person submitting
the Application is at least 18 years
old; (iii) in the event You are an
entity, the person submitting the
Application has the full right, power
and authority to enter into this
Agreement on behalf of such entity; and
(iv) the execution of this Agreement by
You, and the performance by You of Your
obligations and duties hereunder, do not
and will not violate any agreement to
which You are a party or by which You
are otherwise bound. You acknowledge
that Dreamloans makes no
representations, warranties or
agreements related to the subject matter
hereof that are not expressly provided
for in this Agreement. Dreamloans will
evaluate the Application and will notify
You of Dreamloans acceptance or
rejection of the Application in a timely
manner. Dreamloans may reject the
Application if Your Web Site is deemed
in Dreamloans sole discretion to be
unsuitable for the Program.
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Use
of Dreamloans Links on Your Site.
In the event Your Application is
accepted by Dreamloans, You may use (to
the extent provided in Section 4 below)
the electronic graphic artwork and
corresponding links ("Links") to
the Dreamloans brand commercial online
service ("Dreamloans Service")
including the special promotion
identifier and all HTML thereto ("Dreamloans
Graphics") available at
http://www.dreamloans.com.au/Affiliate
Program/overview ("Reporting
Site") as necessary to participate
in the Program. Dreamloans will provide
the HTML for such Links at the Reporting
Site, including a special promotion
identifier that will make possible
tracking and reporting of all fully
submitted Leads (as defined in Section
5) acquired through Your Web Site. It is
Your responsibility to integrate the
Dreamloans Graphics into Your Web Site
properly in accordance with the
instructions available at the Reporting
Site, and Dreamloans shall not be liable
to You with respect to Your failure to
integrate properly the Dreamloans
Graphics into Your Web Site. You agree
not to modify any Dreamloans Graphics in
any way without the prior written
permission of Dreamloans. You may only
display the Dreamloans Graphics on Your
Web Site, and if You have Web sites
other than Your Web Site, You must
submit an Application and accept and
agree to the terms of this Agreement for
each such Web site to display the
Dreamloans Graphics on such Web site.
You may not transmit "interstitial
advertising" to users as they link from
Your Web Site to the Dreamloans Web
Site, or otherwise interrupt such link
through the use of any intermediate
screen or device, including without
limitation the use of an HTML pop-up
window. Without limiting the foregoing,
You shall not promote or otherwise
announce the availability of the
Dreamloans Graphics or promote the
Dreamloans Service anywhere other than
within Your Web Site or in opt-in email
campaigns or newsletters.
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Your
Web Site.
You are solely responsible for, and
Dreamloans hereby disclaims all
liability for, the development,
operation and maintenance of, and all
costs associated with, Your Web Site,
any content thereon and any equipment
therefore. You hereby agree that Your
Web Site shall not, in any way, copy or
resemble the look and feel of, or create
the impression that it is part of the
Dreamloans Service.
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Limited License to Use Dreamloans
Graphics.
Dreamloans hereby grants to You a
nonexclusive, revocable license to
display on Your Web Site and in opt-in
email campaigns and newsletters the
Dreamloans Graphics solely as necessary
for, and for the purpose of, promoting
the Dreamloans Service associated with
the Dreamloans Graphics as set forth at
the Reporting Site and identifying You
as a participant in the Program. To the
extent that Dreamloans Graphics contain
Dreamloans trademarks, service marks or
trade names, You shall not use such
marks in a manner that might be deemed
to create a unitary composite mark. You
also agree not to use the Dreamloans
Graphics in a manner that is, or
otherwise include materials on Your Web
Site that are, disparaging of Dreamloans
or any third party. Dreamloans reserves
all proprietary rights in and to the
Dreamloans Graphics not expressly
granted herein. You agree this license
can be revoked at any time for any or no
reason upon notice by Dreamloans to You
(regardless of termination of this
Agreement) and You agree upon receipt of
such notice immediately to cease using
all Dreamloans Graphics.
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Referral Fees.
On a monthly basis, within thirty (30)
days after the end of each calendar
month, Dreamloans agrees to pay You a
marketing referral fee each time (but no
more than once, per product, in a 12
month period) a unique customer ("Customer")
who, after having used the Dreamloans
Links on Your Web Site, fully submits
the required fields for a particular
Type of Dreamloans Service with valid
information.
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Valid Information: To the best of
Your knowledge (1) each referral is
competent and had full legal
capacity request Dreamloans services
at the time they completed the
request form; (2) No referral has
been obtained by fraud or fraudulent
representations; (3) the information
provided is complete and true; (4)
none of referrals are deceased.
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For
referral fee information contact our
Manager of Business Development on
1300 780 050 or email
johnp@dreamloans.com.au.
If during
any month the Referral Fees due are less
than fifty ($50), Dreamloans will defer
payment until the Referral Fees accrued
during a month are at least fifty ($50),
or (if earlier) until the Agreement is
terminated. Upon earning Referral Fees
in excess of fifty ($50) during a month,
Dreamloans will send a cheque for all
Referral Fees due and owing, including
the Referral Fees for the prior month or
months during which the Referral Fees
did not exceed fifty ($50).
For the purposes of this Agreement,
Leads means a Customer who (i) directly
accesses the Dreamloans Web Site from
Your Web Site using the Links, and (ii)
registers with Dreamloans using a unique
e-mail address, telephone number and
name not previously received by
Dreamloans. We attribute a Customer to
the affiliate it was first associated
with.
You acknowledge that Dreamloans
Advertiser's performs all actions,
services and processing of loans and
applications offered through the
Dreamloans Advertiser's Web sites
("Dreamloans Web Sites") and all other
matters relating thereto, including but
not limited to (i) the solicitation of
loans, (ii) the processing of loans and
other loan related documentation, (iii)
the collection of closing costs, and
(iv) all other broker functions and
activities (collectively, the "Broker
Activities"). The parties intend
that the compensation payable by
Dreamloans to You under this Agreement
shall not constitute an loans
commission, and the parties agree that
You are not, by providing the Links,
engaged in any Broker Activities, and
Dreamloans shall not pay any Referral
Fee to You based upon the condition that
a Customer closes a loan with an
Dreamloans Advertiser. Dreamloans agrees
that such compensation shall at all
times be in compliance with applicable
federal and state laws and regulations,
including without limitation, all states
insurance laws and regulations. In
furtherance of this objective, the
parties agree to negotiate in good faith
an alternative compensation arrangement
with substantially similar economic
benefits if Dreamloans reasonably
determines that such compensation
arrangement is no longer in compliance
with applicable federal, state or other
laws and regulations.
Dreamloans, in its sole discretion, may
choose to offer You a higher Referral
Fee for a particular period of time or
for particular types of services offered
by Dreamloans. Dreamloans will either
provide You notice of such higher
Referral Fee to the e-mail address in
Your Application or will post notice of
such higher Referral Fee on the
Reporting Site. You acknowledge that
Dreamloans may offer a Referral Fee to
other participants in the Program that
is higher than the Referral Fee You
receive. Nothing in the foregoing shall
limit Dreamloans ability to lower the
Referral Fee in accordance with Section
7.
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Reporting.
Dreamloans, will provide You with access
to a password-protected site to view
reports summarizing Your Web Site
activity. The form and content of the
reports may vary from time to time at
Dreamloans discretion. To permit
accurate tracking, reporting, and
Referral Fee accrual, You must ensure
that the Links between Your Web Site and
the Dreamloans Web Site are properly
formatted. Failure to properly format
and use the Links may result in a
reduction of the amounts, which would
otherwise be paid to You pursuant to the
terms hereof, or the termination of this
agreement.
You will not receive and/or have access
to any personally identifiable consumer
information that may be collected
through the Program. Dreamloans agrees
that personally identifiable information
will be collected pursuant to a privacy
policy that is substantially similar to
the privacy policy posted on the
Dreamloans Web Site, as it may be
amended from time to time.
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Press Releases; Publicity.
You may not announce Your use of the
Dreamloans Graphics on Your Web site
unless You first receive Dreamloans
prior written approval of such
announcement. Dreamloans may announce
Your use of the Dreamloans Graphics on
Your Web Site in its sole discretion.
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and Termination.
This Agreement shall be effective on the
date Dreamloans accepts the Application
and shall continue until either party
terminates this Agreement as set forth
herein (the "Term"). Either party
may terminate this Agreement at any time
for any or no reason upon five (5) days
notice. Dreamloans shall notify You of
such termination by sending you an
e-mail on the e-mail address set forth
on Your Application, or by posting a
notice on the Reporting Site. You shall
notify Dreamloans of such termination by
sending an e-mail to
johnp@dreamloans.com.au
Notwithstanding the foregoing, ACE may
terminate this Agreement immediately if
You breach this Agreement or if Your Web
Site is deemed in ACE's sole discretion
to be unsuitable for the Program.
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Limitation of Liability; Disclaimer;
Indemnification.
10.1 Liability.
UNDER NO CIRCUMSTANCES WILL EITHER PARTY
BE LIABLE TO THE OTHER PARTY FOR
INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES (EVEN IF
THAT PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), ARISING IN
CONNECTION WITH THIS AGREEMENT
(COLLECTIVELY, "DAMAGES");
PROVIDED THAT YOU SHALL REMAIN LIABLE TO
DREAMLOANS TO THE EXTENT ANY DAMAGES ARE
CLAIMED BY A THIRD PARTY AND ARE SUBJECT
TO INDEMNIFICATION PURSUANT TO SECTION
10.3. IN NO EVENT SHALL THE LIABILITY OF
DREAMLOANS IN CONNECTION WITH THIS
AGREEMENT FOR DAMAGES NOT EXCLUDED IN
THE IMMEDIATELY PRECEDING SENTENCE
EXCEED THE AMOUNT PAID OR PAYABLE BY ACE
TO YOU UNDER THIS AGREEMENT.
10.2 No Additional Warranties.
EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, NEITHER PARTY MAKES ANY, AND
EACH PARTY HEREBY SPECIFICALLY DISCLAIMS
ANY, REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, REGARDING THE
SUBJECT MATTER, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE AND IMPLIED
WARRANTIES ARISING FROM COURSE OF
DEALING OR COURSE OF PERFORMANCE.
ADDITIONALLY, ALL OF DREAMLOANS AND ITS
AFFILIATE'S WEB SITES, THE DREAMLOANS
GRAPHICS, THE PROPRIETARY SOFTWARE USED
TO CONNECT TO AND USE THE AUSTRALIAN
VERSION OF THE DREAMLOANS SERVICE ("DREAMLOANS
SOFTWARE"), AND THE ACE SERVICE
(COLLECTIVELY, "SUBJECT MATTER")
ARE PROVIDED "AS IS" AND "AS AVAILABLE."
10.3 Indemnification.
You agree to defend, indemnify and hold
harmless Dreamloans, its subsidiaries
and affiliates, and their respective
officers, directors, stockholders,
agents, distributors and employees
against any loss, damage, expense, or
cost, including reasonable attorneys
fees (including allocated costs for
in-house legal services) arising out of
any claim, demand, action, suit,
investigation, arbitration or other
proceeding by a third party ("Liabilities")
based on (i) Your material breach of any
covenant, duty, representation, or
warranty of this Agreement, (ii)
materials contained on Your Web Site
(including any allegation that such
materials infringe a third party's
proprietary rights).
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Miscellaneous.
11.1 Survival.
Sections 10 (Limitation of Liability;
Disclaimer; Indemnification) 11.1 (Survival),
11.2 (Applicable Law; Jurisdiction) and 11.4 (No
Waiver) shall survive the expiration or
termination of this Agreement. Additionally, to
the extent this Agreement is not terminated as a
result of fraud or inappropriate conduct by You
or otherwise as a result of Your breach of this
Agreement, the payment obligations set forth in
Section 5 (Referral Fees) shall survive to the
extent that Dreamloans owes You Referral Fees
earned prior to the date of termination.
11.2 Applicable Law; Jurisdiction.
This Agreement will be interpreted, construed,
enforced, and governed by the laws of the
Australia and the State of South Australia. Any
action relating to this Agreement must be
brought in the federal or state courts located
in Adelaide, South Australia, and You
irrevocably consent to the jurisdiction of such
courts.
11.3 Unsolicited E-Mail.
You agree that You will not send unsolicited,
commercial e-mail (i.e., "spam") to any persons
or entities ("Recipients") absent a Prior
Business Relationship. For purposes of this
Agreement, a "Prior Business Relationship"
will mean that the Recipient has voluntarily
either (i) engaged in a transaction with You
other than through an Dreamloans Graphic or Link
provided on Your Web Site or (ii) provided
information to You through a contest,
registration, or other communication, which
included clear notice to the Recipient that the
information provided could result in commercial
e-mail being sent to that Recipient by You or
Your agents. Any commercial e-mail or other
online communications that are otherwise
permitted hereunder shall include a prominent
and easy means for the Recipient to "opt-out" of
receiving any future commercial communications
from You.
11.4 No Waiver.
The failure of either party to insist upon or
enforce strict performance by the other party of
any provision of this Agreement or to exercise
any right under this Agreement will not be
construed as a waiver or relinquishment to any
extent of such party's right to assert or rely
upon any such provision or right in that or any
other instance.
11.5 Assignment.
You shall not assign this Agreement or any
right, interest or benefit under this Agreement
without the prior written consent of Dreamloans.
Subject to this restriction, this Agreement will
be binding on, inure to the benefit of, and
enforceable against the parties and their
respective successors and assigns.
11.6 Injunctive Relief; Remedies.
You acknowledge a violation of this Agreement
could cause irreparable harm to Dreamloans for
which monetary damages may be difficult to
ascertain or an inadequate remedy. You therefore
agree that Dreamloans will have the right, in
addition to its other rights and remedies, to
seek and obtain injunctive relief for any
violation of this Agreement. Except where
otherwise specified, the rights and remedies
granted to a party under this Agreement are
cumulative and in addition to, and not in lieu
of, any other rights or remedies which the party
may possess at law or in equity.
11.7 Acknowledgment.
You acknowledge that You have read this
Agreement and agreed to all the terms and
conditions. You understand that Dreamloans may
at any time (directly or indirectly) solicit
customer referrals on terms that may differ from
those contained in this Agreement, and
Dreamloans and its affiliates and subsidiaries
may operate Web sites that compete with Your Web
Site.
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We look
forward to welcoming you as a valued affiliate. Join Today!
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WA, SA, TAS, NT, ACT)
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