This Affiliate Agreement ("Agreement") is entered into as of the Activation Date of the Affiliate's account by and between Rent.com and the affiliate entering into the Affiliate Program ("Affiliate") (each a "Party" and together the "Parties"). Now, therefore, in consideration of the mutual promises and obligations contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties mutually agree as follows:

1. Creation of the Co-Branded Pages.

1.1. Co-Branded Pages. Affiliate will design and create internet web pages (the "Co-Branded Pages") on the Affiliate website approved by Rent.com (the "Affiliate Site") which will prominently display the name and/or brands of both Affiliate and Rent.com. Affiliate will determine the "look and feel" of the Co-Branded Pages and the Affiliate Site, subject to the reasonable approval of Rent.com. The Co-Branded Pages and the Affiliate Site shall be mutually approved prior to any launch or public display. Affiliate shall cause the Co-Branded Page to include verbiage approved by Rent.com that reminds the user/renter to notify the property lessor that he/she found the rental on Rent.com. Affiliate will have sole responsibility for creating, providing and maintaining, at its expense, the Co-Branded Pages and the Affiliate Site. In no event will Affiliate use or frame the Rent.com Site or use any data therefrom except as provided herein.

1.2. Rent Placement and User Flow. Rent.com and Affiliate will collaborate on the design and creation of a button consisting of a graphic labeled "Rent.com", "Find Out More", or other mutually-agreed verbiage and a link directly from such button to the Rent.com Site (the "Links"). The appearance and placement of the Links will be determined by the Parties. Affiliate will display the Links on at least one Co-Branded Page on the Affiliate Site at all times during the Term of this Agreement.

1.3. Rent.com Content. If this Agreement covers the placement of Rent.com Content (as defined below), as agreed to by the parties, then this Section 1.3 shall also be applicable: Affiliate shall also design the Co-Branded Pages on the Affiliate Site to display the Rent.com Content. Affiliate shall cause the Co-Branded Pages to display the Rent.com Content which content will also include such links as Rent.com shall determine. Rent.com Content shall be considered part of the "Links". Rent.com will provide Affiliate, via mutually approved data feed, with rental advertisement content ("Rent.com Content") for display on the Co-Branded Pages and the Affiliate Site. Immediately upon the confirmed successful upload of any data feed, Affiliate shall destroy the entire content(s) of the previous data feed, including but not limited to any preexisting Rent.com Content. Affiliate will display appropriate portions of the most recent Rent.com Content in a mutually agreed format on the Affiliate Site and the Co-Branded Pages. Without limiting the generality of the foregoing, without Rent.com's prior consent, Affiliate shall not intermingle or otherwise display any residential rental listings or advertisements on the same page(s) of the Affiliate Site as is displayed Rent.com Content. The Co-Branded Pages and the Affiliate Site will provide functionality for users to view only the most recent iteration of the Rent.com Content. In no event will Affiliate (1) use the Rent.com Content for any purpose other than display on the Co-Branded Pages as contemplated by this Agreement; or (2) use or frame the Rent.com Site or any data therefrom, other than the Rent.com Content.

1.4. Links. All Links will link directly to the Rent.com Site without any intervening pages. Affiliate will not cause users' browsers to display a "framed" version of the Rent.com Site in response to a user activating a Link. Rent.com shall select the landing page to which Affiliate users shall be sent, which may include a Rent.com registration form. Any and all modifications to the foregoing user flow shall be subject to mutual agreement of the Parties.

1.5. Implementation. Rent.com and Affiliate will use their reasonable efforts to implement the Co-Branded Pages and the Affiliate Site within ten (10) business days after the Effective Date. In the event Affiliate fails to implement and launch the Co-Branded Pages within thirty (30) days after the Effective Date, without limiting Rent.com.s other rights hereunder, Rent.com may terminate this Agreement by giving notice to Affiliate.

1.6. URL References. All url references to the Co-Branded Pages or displayed in the url address bar shall be subject to Rent.com's prior approval.

2. Operation of the Affiliate site.

2.1. Privacy. If and to the extent Affiliate collects and uses personally-identifiable information from its users, Affiliate will ensure that the Affiliate Site and the Co-Branded Pages will be in compliance with all applicable law and Affiliate's privacy policy. Affiliate's privacy policy shall govern the use of the Affiliate Site. Rent.com's privacy policy shall govern the data received from consumers who link to the Rent.com site from the Affiliate Site.

2.2. Maintenance and Support. Affiliate will support, maintain and respond to any problems with the Co-Branded Pages or the Affiliate Site in exactly the same manner and with the same timeliness that it supports, maintains and responds to any problems with any similarly-situated third party.

2.3. No Statements. Neither Affiliate nor the Co-Branded Pages nor the Affiliate Site shall make any representation, warranties or other statements concerning Rent.com, Rent.com's site, any of Rent.com's products or services, or Rent.com's site policies, except as expressly authorized by Rent.com.

2.4. Rent.com Tracking. Rent.com will track each visitor to the Rent.com Site that enters from Affiliate Site and becomes a "Registered Renter" (as defined on Exhibit A). Affiliate is required to assure that the Rent.com Links and the tracking systems are properly implemented on the Affiliate Site. Rent.com will ensure that the Rent.com Site will include all disclosures required to comply with applicable law or regulation and all disclaimers that Rent.com reasonably believes are necessary.

2.5. Changes. Rent.com may, upon fifteen (15) days prior notice to Affiliate, request reasonable revisions to the Links, the Co-Branded Pages or the Affiliate Site as needed to reflect changes that will not adversely affect Affiliate, such as changes to Rent.com's name and/or brand. Affiliate will use reasonable efforts to accommodate Rent.com's requested changes within the fifteen (15) day period.

3. Advertising Payments/Reporting.

3.1. Advertising Payments. Rent.com agrees to pay to Affiliate "Advertising Payments" as specified in Exhibit A. Advertising Payments will be calculated on a monthly basis and shall be paid by Rent.com to the Affiliate by the 30th day of the following month. If the amount of accrued Advertising Payments payable for any month is less than $25, the amount will be carried forward and paid after the month in which the accrued payable exceeds $25.

3.2. Nature of Rent.com Site and Responsibility. Rent.com shall have the sole right and responsibility for all activity on the Rent.com Site. Affiliate acknowledges that all agreements relating to the residential rental advertisements and such users shall be solely between Rent.com and the respective users.

3.3. Reporting Tool. Rent.com shall maintain an online reporting tool that allows Affiliate to view the Affiliate program performance information, including the Registered Renter statistics. Rent.com reserves the right to alter the format and content of such reporting tool. Rent.com shall use reasonable efforts to keep the reporting tool current and available to Affiliate, but makes no guaranties that such tool shall be operational 24/7.

3.4. Records and Audit. Each Party will maintain customary and accurate records with respect to its performance of its obligations under this Agreement. Each Party may, upon no less than thirty (30) days prior written notice to the other, cause a nationally-recognized independent Certified Public Accountant to inspect, during normal business hours, the other Party's records reasonably related to its performance of its obligations under this Agreement. The fees charged by such Certified Public Accountant in connection with the inspection will be paid by the Party initiating the audit.

4. Ownership and Licenses.

4.1. Marks. Each Party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. Rent.com grants Affiliate a non-exclusive, worldwide personal, non transferable license to use, reproduce, display and transmit, during the term of this Agreement only, Rent.com specified logos, trade names, trademarks and service marks (the "Rent.com Marks") only at the Affiliate Site and for the purpose of creating and describing the Links to the Affiliate Site and marketing Rent.com's services. All such usage shall be subject to the requirements set forth on Exhibit B [Links and Marks Requirements].

4.2. Rent.com Content. If this Agreement covers Rent.com Content then this Section 4.2 shall also be applicable: Rent.com owns and shall retain all right, title and interest in the Rent.com Content, including without limitation, all intellectual property therein. Rent.com hereby grants to Affiliate a nonexclusive, right and license to store, reproduce, display, perform, transmit and use the Rent.com Content on the Affiliate Site. Affiliate shall not transmit, transfer, make available, distribute, commercialize, copy, store, cache, sell, rent, lease, sublicense, assign and/or otherwise provide any interest in the Rent.com Content to any third party except as otherwise explicitly set forth herein. In no event shall Affiliate commingle, modify or display any Rent.com Content, or statistics derived therefrom, with Affiliate's content or the content of any third party. For purposes of this Agreement, this subsection shall mean that all Rent.com Content is displayed in a grouping on the Affiliate Site, and no third party content or Affiliate content or information may be combined with Rent.com Content.

4.3. No Unauthorized Usage. Neither Party shall have the right to reproduce, display or otherwise use any content, logo, trade name, trademark or service mark or content of the other Party except as expressly set forth herein, without the prior written consent of the other Party in each instance.

4.4. Destruction. At the expiration or earlier termination of this Agreement, neither Party will retain any rights to nor license of any of the other Party's marks, content or data. In addition, at the expiration termination of this Agreement, each Party agrees to, immediately, destroy and purge from its site(s) all content, data, Rent.com Content (if applicable), Confidential Information (pursuant to Section 7.3), logos, trade names, trademarks or service marks of the other Party and, if requested, attest to such destruction in a writing signed by an officer.

5. Term and Termination.

5.1. Term. This Agreement shall remain in full force and effect for a period of 1 year, beginning on the Effective Date. It shall remain and continue in full force and effect for subsequent 1 year periods unless written notice of termination is received by one party from the other party at least 30 days prior to the initial expiration date or any subsequent expiration date.

5.2. Termination Without Cause. Either Party may terminate the performance of this Agreement without cause upon 30 days. written notice to the other Party.

5.3. Termination for Cause. If either Party breaches its obligations hereunder and such breach remains uncured for ten (10) days following the notice to the breaching party of the breach, without limiting the rights and remedies of the non-breaching Party, the non-breaching Party may terminate this Agreement by giving notice to the breaching Party.

5.4. Survival. All terms that by their nature should reasonably survive, including but not limited to ownership, indemnification, limitation of liability and confidential information, as well as any rights or obligations accruing prior to termination, shall survive termination or expiration of this Agreement.

6. Representations.

6.1. Authority. Each Party represents to the other that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.

6.2. No Other Warranties. EXCEPT FOR THE ABOVE REPRESENTATIONS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

7. Confidentiality.

7.1. Confidential Information. A Party's "Confidential Information" is defined as any confidential or proprietary information of a Party which is disclosed to the other Party in a writing marked "Confidential" or, if disclosed orally, is identified as confidential at the time of disclosure and is subsequently reduced to a writing marked "Confidential" and delivered to the other Party within ten (10) days of disclosure or if not so marked, should be reasonably understood by the receiving party from the context of disclosure or from the information itself, to be confidential. For an abundance of clarity, the terms of this Agreement, information relating to the each Party's performance, systems, software, security and processes, and all user data or information related to consumers, visitors or Registered Renters, shall be deemed Confidential Information regardless of whether marked "Confidential"

7.2. Confidence. Each Party shall hold the other Party's Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other Party's Confidential Information for any purpose other than as required to perform under this Agreement. Such restrictions shall not apply to Confidential Information which (a) is already known by the recipient, (b) becomes publicly known through no act or fault of the recipient, (c) is received by recipient from a third party without a restriction on disclosure or use, or (d) is independently developed by recipient without reference to the Confidential Information. Where Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, the Party subject to such requirement shall immediately notify the disclosing Party upon learning of the existence or likely existence of such requirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment or protection by order of any disclosed Confidential Information.

7.3. Destruction of Confidential Information. Upon expiration or termination of this Agreement, each Party shall immediately destroy all Confidential Information, and any copies or extracts thereof and if requested, attest to the destruction in a writing signed by an officer.

8. Indemnification.

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

8.2. Notice. The Indemnified Party will promptly notify the Indemnifying Party of any and all such threats or claims and will reasonably assist the Indemnifying Party with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts the Indemnified Party in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require the Indemnified Party's written consent (not to be unreasonably withheld or delayed) and the Indemnified Party may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.

9. Limitation of Liability.

9.1. Limits. Excluding breach of the confidentiality obligations set forth in Section 7, neither Party shall be liable to the other for any indirect, incidental, delay, special, punitive or consequential damages, including damages for lost opportunities, lost profits from this Agreement or any other transaction, or lost savings, whether arising in contract, tort or otherwise, even if such damages were foreseeable or result from a breach of this Agreement.

9.2. Maximum Liability. EXCEPT FOR INDEMNIFICATION OBLIGATIONS ARISING UNDER SECTION 8, IN NO EVENT SHALL EITHER PARTY.S LIABILITY HEREUNDER EXCEED THE AMOUNT OF FEES PAID TO OR CONTRACTUALLY PAYABLE TO AFFILIATE HEREUNDER. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES AND THE PRICING REFLECTS THIS ALLOCATION TO WHICH THE PARTIES HAVE AGREED.

10. General.

10.1. Independent Contractor. Each Party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

10.2. Choice of Law. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of California without regard to its conflicts of laws provisions. Any action to enforce this Agreement shall be brought in the federal or state courts located in California.

10.3. Counterparts. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the Parties.

10.4. Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

10.5. Assignment Restrictions. Neither Party may assign this Agreement, in whole or in part, without the other Party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with a merger, reorganization or sale of all, or substantially all, of such Party's assets. Any attempt to assign this Agreement other than as permitted above will be null and void.

10.6. Force Majeure. Any delay in or failure of performance by either Party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such Party including, but not limited to, acts of God, power outages and governmental restrictions.

10.7. No Waiver. Waiver of breach of this Agreement shall not constitute waiver of another breach. Failing to enforce a provision of this Agreement shall not constitute a waiver nor create an estoppel from enforcing such provision.

10.8. No Press. Affiliate shall not issue any press release nor make any public statement regarding this Agreement (including the terms and existence thereof) or the relationship of the parties without Rent.com's prior written approval, which may be withheld in Rent.com's sole discretion. Nothing herein shall require Rent.com to approve the issuance of a press release or obligate Rent.com to participate in a press release with Affiliate.

11. Notices.

11.1 Notice. Any notice under this Agreement will be in writing and delivered by personal delivery, overnight courier, confirmed facsimile, confirmed email, or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with an overnight courier, five (5) days after deposit in the mail, or upon confirmation of receipt of facsimile or email. Notices will be sent to a party at its address set forth above or such other address as that party may specify in writing pursuant to this Section.

Exhibit A - Advertising Payments

Rent.com will pay Affiliate the Advertising Payment based on the success of the Rent.com advertising placement on the Affiliate Site, as follows:

For every user who, during the Term, becomes a "Registered Renter" as defined below, Rent.com will pay to Affiliate $0.20 cents.

"Registered Renter" means a person 18 years or older who:

A) is not a current registered user on Rent.com; and
B) is a user of the Affiliate Site who responds to a Rent.com placement on a Co-Branded Page; and
C) is transferred directly via a Link to the Rent.com Site (the "Placement Response"); and
D) within one (1) year after the Placement Response:
i. subsequently registers to create a renter account on the Rent.com Site pursuant to the then current Rent.com terms and conditions; and
ii. then completes at least one search of the apartment advertisement database on the Rent.com Site; and
iii. is identified by Rent.com as a user sourced from the Affiliate Site; and
iv. views an advertisement for an available rental property on the Rent.com Site.

In addition, for every Registered Renter who becomes a Responding Registered Renter, as defined below, Rent.com will pay Affiliate as follows:

In determining the applicable advertising fee for each Responding Registered Renter, the parties shall cumulate the number of all Responding Registered Renters identified for the particular month. For example, if there are 35 Responding Registered Renters in a particular month, the Additional Advertising Fee shall be $30 for each Responding Registered Renter (not $25 for the first 25, then $30 for the remaining 10). At the beginning of the next month, the Additional Advertising Fee identified above shall "re-set" to Tier 1.

"Responding Registered Renter" means a Registered Renter who within one (1) year after the Placement Response:

A) enters into a lease transaction for an available rental property advertised on the Rent.com website; and
B) views the property advertisement on the Rent.com website at least one calendar day prior to the actual move-in date; and
C) actually signs a lease and moves into the advertised rental property and remains for thirty (30) days; and
D) gives Rent.com notice of the lease; and
E) is confirmed as a verified renter by the property landlord/management company. For purposes of this requirement, such confirmation shall be evidenced by such property's payment to Rent.com of the then-applicable advertising fee.

Exhibit B - Links and Marks Restrictions

1. Link Requirements. Affiliate shall access and use Links only from the Rent.com Links Library on the Affiliate center on the Rent.com Site.

2. Mark Restrictions. Without limiting the generality of Section 4 [Ownership and Licenses] Affiliate shall adhere to the following restrictions with regard to its usage of the Rent.com Marks:

a) The placement and usage of the Rent.com Marks shall be subject to Rent.com's prior approval and sole discretion.
b) Affiliate shall not use a Rent.com Mark in a sentence or any other form of narrative.