Special Terms & Conditions

By participating in HarborCredit, LLC Auto Finance Internet marketing program (the "Program") you (the "Publisher") agree with the following terms and conditions of the Program, established by HarborCredit.com ("HC")

1. Termination: HC may terminate the Program or Publisher's participation in the Program for any reason upon seven (7) day's notice to Publisher. HC may terminate the Publisher's participation in the Program immediately upon notice for any of the following reasons:

(a) Operation of any illegal business through Publisher's Website and/or subscription e-mail list; engaging in any illegal activity of any type, including, but not limited to, displaying illegal content on Publisher's Website and/or in its subscription e-mails or offering any illegal good or service through its Website and/or subscription e-mails; or operation of a Website or e-mail Link to Websites that contain or promote, any of the following content: misleading, abusive, violent, bigoted, hate-oriented, leisure, gaming, personal, political, social, ideological, or similarly oriented web sites.
(b) Engaging in indiscriminate or unsolicited commercial advertising e-mails.
(c) Material breach of any of these Terms and Conditions, or material breach of any provisions of the Publisher Service Agreement.
(d) Any court or regulatory authority enters an order, injunction, demand, or request that the Program or Publisher's participation in the Program must cease or be modified.

Immediately upon any termination of the Program or Publisher's participation in the Program, Publisher will stop displaying all advertising content or links relating to the Program.

2. Websites: Publisher's and HC's (collectively, the "Parties" or singularly, each "Party") Websites shall at all times be owned and controlled exclusively by such Party. Each Party shall be solely responsible for the ownership and operation of its own Websites, including any co-branded versions of its Websites, notwithstanding the presence of trademarks or other identifying information relating to the other Party within its Websites. Neither Party undertakes to review the other Party's Websites or to ensure the proper and lawful provision of information and services to users via the other Party's Websites. Publisher agrees not to participate in the Program through any Website or e-mail service which is misleading, libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, contains content targeted at children, or offers any illegal good or service, links to any Website that does so, offers or promotes pornography, tobacco, gambling, or any illegal activity or the disparagement of any individual group on the basis of age, color, national origin, race, religion, gender, sexual orientation or physical or mental handicap, which engages in sending unsolicited commercial e-mail, or which targets any consumers outside the United States. Publishers must place the HC advertising on its Website or in Advertiser-approved email campaigns only in a manner that is not misleading or deceptive, and such that it is reasonably likely that the links contained in such advertising will deliver bona fide transactions by the visitor to Advertiser from the advertising link.

3. Advertising: Publisher may only use the unmodified HC advertising content and links provided through the Program unless prior written approval is provided by HC. Any and all advertisements, words, pictures, copy, or other representations referring to HC or to HC's Website and all marketing materials, advertisements, and any other messages designed to market the business or program of HC under these Terms and Conditions, and any changes thereto, shall be subject to HC's prior written approval. Publishers must include notification regarding how to opt-out or unsubscribe within all email-advertising campaigns, subject to HC's prior written approval.

4. Links and Promotions: Publisher shall not cause or enable any transactions (initiated through a click on HC's advertisements or links) that are not in good faith. Without limitation of the foregoing, Publisher shall not utilize any device, program, robot, Iframes, frames, hidden frames, JavaScript popup windows, redirects or clicking on links that is placed or linked to HC. Publisher shall not establish, cause to be established, or permit any promotion that provides any rewards, incentives, points, compensation, or any other consideration for any action that is initiated through clicking on HC's advertisements (including merely clicking on a HC advertisement), without HC's prior written consent, or that allows third parties to place links to HC's Website or Website content on such third party's Web site or in its e-mails. Publishers shall not place links to HC's Website in newsgroups, message boards, unsolicited e-mail and other types of spam, banner networks, counters, chat rooms, guest books, IRC channels or through similar Internet resources. Publisher may utilize the following:

(a) The keywords "Harbor Credit," "HarborCredit.com" or any similar names.
(b) Any combination of the keywords "auto," "automobile," "car," "vehicle," "refinance," "refi," "refinancing," or other words with a similar meaning, with the words "Harbor Credit" within any search engine marketing or similar program developed or managed by Publisher.

5. Compensation: Advertiser will compensate Publisher as specified in the Advertiser Detail for the Program applicable to Publisher. Due to legal and regulatory restrictions, Advertiser will not compensate Publisher with respect to any individuals who reside in California, Connecticut, or Kentucky who submit loan applications or consummate loans with Advertiser. Publisher agrees that Advertiser shall not be obligated to pay Publisher compensation with respect to any individuals if prohibited by law. Publisher will not be paid compensation with respect to any individual who submits a loan application via another source, link, location, or method prior to the time that such individual submitted a loan application via Publisher's link pursuant hereto. If Publisher is paid with respect to submission of loan applications, Publisher will be entitled to compensation only upon receipt of a completed loan application at Advertiser's loan system. If Publisher is paid with respect to loans consummated, Publisher will be entitled to compensation only upon final funding of loans after receipt of all required loan documents. Publisher will not be paid more than once with respect to any application or loan for one individual.

6. Indemnification: Publisher agrees to indemnify, defend and hold harmless HC and its officers, employees, agents, parents, subsidiaries, affiliates, successors and assigns against and from all losses, liabilities, damages, actions, claims, expenses and costs including, without limitation, reasonable attorneys' fees, that may at any time be incurred by HC in connection with the following:

(a) The development, operation, maintenance, or contents of the Publisher's Website or electronic mail solicitations
(b) Any allegation, investigation, claim, suit or other proceeding threatened, made or brought against HC related to any false representation or warranty made by Publisher hereunder or the material breach of any covenant of Publisher herein
(c) Any allegation, investigation, claim, suit or other proceeding threatened, made or brought against HC related to a third party claim of infringement with respect to any copyrights, patent rights, trademark and service mark rights, trade secrets, and any and all other proprietary rights related to Publisher or Publisher's Website,
(d) The actions or negligence of Publisher, its affiliates or their respective shareholders, directors, officers, employees, representatives, agents, servants, successors and assigns in connection with these Terms and Conditions.

7. Independent Contractor Status: Nothing contained herein shall imply any partnership, joint venture or agency relationship among the parties, and no party shall have the power to obligate or bind another party in any manner whatsoever, except to the extent herein provided. Publisher agrees not to state or imply in a press release or otherwise that HC or any of its affiliates is a customer or business partner of Publisher or disclose the existence or nature of the relationship of the parties, provided that Publisher may use HC advertising content as authorized under the Program.

8. Intellectual Property: For purposes of these Terms and Conditions, "Intellectual Property" means copyrights, patent rights, trademark and service mark rights, trade secrets, and any and all other proprietary rights related to HC, HC's Website, or the Program, including without limitation advertising content, Website content, and Website design. HC is the owner or the authorized user of all Intellectual Property contained within its Website and the Program. Except as expressly set forth in these Terms and Conditions, Publisher will acquire no right, title, or interest in the Intellectual Property. The material contained within advertising and the Website is provided by HC only for lawful uses by the Publisher. The material may not be copied, republished, incorporated into another web site or reproduced (whether by linking, framing, or any other method), transmitted, distributed, uploaded, posted, used to create a derivative work or exploited in any other way. Publisher will not acquire any rights to any software used by HC or any pre-existing tools, methodologies and techniques used or improved by HC. Except as otherwise provided in these Terms and Conditions, HC hereby grants to Publisher such royalty-free, limited, non-exclusive, non-transferable license to use the Intellectual Property as necessary solely for purposes of fulfilling its obligations in accordance with these Terms and Conditions. Publisher shall not use Intellectual Property in a manner that disparages HC or its products or services, or portrays HC or its products or services in a false, competitively adverse or poor light. Publisher shall comply with HC's requests as to the use of HC's Intellectual Property and will avoid any action that diminishes the value of such Intellectual Property. If HC notifies Publisher of any unauthorized use of any Intellectual Property, Publisher will cease such use immediately, and at HC's option, Publisher will surrender or destroy all materials containing such unauthorized use.

9. Confidential Information: Publisher understands and acknowledges that any data or information, oral, electronic, or written, that relates to HC's research, development or business activities, as well as the financial and other terms of these Terms and Conditions (collectively, "Confidential Information"), represent valuable confidential information of HC. Publisher will keep confidential, will not disclose, and will protect from unauthorized disclosure by its directors, officers, employees, consultants or agents, all Confidential Information. HC uses cookie technology to collect certain information about Website usage and to assist users in using the Website. Publisher agrees that all information collected on the Website and about Website usage may be used by HC for analytical and other purposes except as prohibited by applicable law. At HC's request, Publisher shall return to HC, or destroy, HC's Confidential Information.

10. Privacy and Security of Non-Public Personal Information: Publisher shall not make any unauthorized disclosure of or use any non-public personal information of individual consumers that it receives from HC or on HC's behalf except to carry out the purposes for which such information is received. Publisher hereby acknowledges and agrees that HC will not intentionally provide any information to Publisher relating to financial or credit characteristics of any applicant, borrower, loan application, or loan contract. Publisher shall implement reasonable security measures to safeguard such non-public personal information. Publisher shall comply in all respects with the applicable requirements of the Gramm-Leach-Bliley Act (P.L. 106-102) (15 U.S.C. 6809) and implementing regulations thereof ("GLB"). Without limiting the foregoing, the Publisher agrees that neither it nor HC is engaged in a joint marketing relationship under GLB and that the services provided under these Terms and Conditions are provided solely in connection with the processing of transactions at the consumer's request.

11. Program terms: All program, payment, terms, and conditions advertised through the Program are subject to change by HC at any time.

12. Survival: Publisher's duties under these Terms and Conditions shall continue for a period of five years after any termination of the Program or Publisher's participation in the Program. Notwithstanding the foregoing, Publisher's obligations with respect to paragraphs 9 (Confidential Information) and 10 (Privacy and Security) hereunder shall be perpetual.

13. Changes to these Terms and Conditions: HC may modify any of these terms and conditions upon seven (7) days' notice to Publisher. Continued participation in the Program will constitute acceptance of the modification by Publisher.

14. Notices: All notices and other communications shall be in writing and shall be deemed given (i) three Business Days after being deposited in the U.S. mail, first class, postage prepaid, (ii) upon transmission, if sent by facsimile transmission, or (iii) upon delivery, if served personally or sent by any generally recognized overnight delivery service, and shall be sent to the following addresses, or to any other address as may hereafter be designated in writing by notice pursuant to this Section. Notices intended for HC shall be delivered to:

HarborCredit.com
Harbor Credit, LLC
Attention: Legal Department
1111 Sixth Avenue, 6th Floor, San Diego, California, 92101
Fax: 619-238-8923

15. Miscellaneous: Notwithstanding the choice of law in any agreement between Publisher and Harbor Credit., these Terms and Conditions shall be governed by and interpreted in all respects by the laws of the State of California without regard to any conflicts of law principles or choice of laws that would require the application of laws of another jurisdiction. No Party shall be bound by any change, alteration, amendment, modification or attempted waiver of any of the provisions hereof unless in writing and signed by an authorized officer of the Party against whom it is sought to be enforced. These Terms and Conditions shall be binding upon and inure to the benefit of the Parties hereto and the respective successors, legal representatives and permitted assigns. Neither Party may assign these Terms and Conditions without the prior written consent of the other Party. No Party nor any of their respective Affiliates will issue any external announcements, press releases or advertising, whether verbal or written, in any way pertaining to the subject matter of these Terms and Conditions without first obtaining the prior written consent of the other Party. Except as otherwise provided, nothing in these Terms and Conditions, express or implied, is intended or shall be construed to create any rights in, or confer any benefits upon, any person or entity other than the Parties to these Terms and Conditions.

16. WAIVER OF JURY TRIAL: EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.