REMODELWELL MASTER AFFILIATE AGREEMENT

This Remodelwell Affiliate Agreement is entered into by and between Remodelwell, Inc., a Delaware corporation (“Remodelwell” or “Lead Buyer”) and the entity listed in the signature block below (“Affiliate,” “You,” or “Publisher”) (together, the “Parties”). These terms shall govern the Insertion Order (each, an "IO," and together with these terms, the “Agreement”) executed by the Parties, and where there is a conflict between the Agreement and an IO, the Parties acknowledge and agree that the IO will prevail. This Agreement shall supersede any other agreements between the Parties, including but not limited to, online sign-up terms and conditions or agreements presented in online portals which either Party may have agreed to or been prompted to agree to prior, contemporaneously, or hereafter. Affiliate seeks to promote Remodelwell websites, services, or additional products, offered by Remodelwell (collectively “Services”), including, but not limited to, Remodelwell’s Third Party Advertiser campaigns for syndication by Affiliates (collectively “Advertising”). This Agreement shall become effective on the last date of execution by the Parties (“Effective Date”).

1. REMODELWELL SERVICES.
1.1. Remodelwell provides Services to third parties seeking to promote their products or services (“Third Party Advertiser(s)”) by providing a link to their advertising materials (“Program(s)") using Remodelwell, who posts all relevant Program information to Affiliate on its Platform, via email, or on a third party platform. Remodelwell also provides a lead exchange platform (“Platform”) in which Affiliates may post leads for the benefit of Remodelwell advertisers utilizing such Platform. The IO, Email, or Program will specify the amount and terms under which Affiliate will receive payment when the applicable Program's requirements are fulfilled. Compensation is derived from a specified action or event (collectively "Event") identified within a separate IO executed by both Parties, such as clicks, sales, registrations, impressions, and leads. When a separate IO is not executed by the Parties, the posted Program terms or those terms provided to Affiliate via email with the Program information, will specify the Event through which compensation is derived. In the Event of a conflict between an IO, Email, or this Agreement, the terms of the IO will prevail and govern.

2. AFFILIATE SERVICES.
2.1. If Affiliate accepts a Program for syndication, Affiliate agrees to place that Program's advertising links, including the landing page and creative, ad tags, the ad copy, and/or HTML, “Subject” and “From” lines, the CAN-SPAM disclosures, and any other disclosures provided therein, (collectively "Ad") on or in Affiliate’s media exactly as it appears on the Platform or as provided to Affiliate via email. Affiliate may not alter the Ad in any manner, including resizing of Ads, without written approval from Remodelwell. Failure to obtain prior written approval from Remodelwell shall result in a material breach of the Agreement. Affiliate agrees to perform the Services in full compliance with all applicable laws, rules and regulations governing the method of syndication. Affiliate understands that it shall, at all times, remain responsible for any third-party it may contract to assist in the performance of the Services and Remodelwell will not be held responsible for said third-party’s actions or inactions. To the extent Affiliate wishes to use its own campaign material, Affiliate may submit the same to sales@remodelwell.com. Only if Affiliate receives written approval from Remodelwell may it use its own campaign materials. Affiliate may not change the approved creatives in any manner after approval. Notwithstanding, Affiliate assumes all legal liability for use of its own campaign materials and warrants that Affiliates possess the required consent to utilize said intellectual property. Affiliate further agrees to syndicate all Ads using the methods and under the restrictions of Remodelwell’s Acceptable Use Policy which shall be updated as regulations and case decisions change the legal requirements, and which is incorporated. Remodelwell reserves the right at any time, and for any reason, to review Affiliate’s creatives. In case these creatives are found to be in noncompliance with Remodelwell, Affiliate shall be required to make changes as discussed between the parties. Affiliate acknowledges that any failure to comply with this material provision may, at Remodelwell’s sole discretion, result in the immediate termination of the Agreement and its Affiliate status, including the forfeiture of any and all rights to any payments owed to the Affiliate by Remodelwell.

3. MONITORING.
3.1. Remodelwell may, but is not required to, monitor Affiliate Services, on its own or with the assistance of third Parties for compliance with this Agreement. Without limiting the generality of the foregoing, Remodelwell or a third Party retained by Remodelwell may monitor for: (i) assurance of compliance with applicable legal requirements of Affiliate’s syndicated media; (ii) applicable Advertiser campaign requirements; and (iii) honoring of unsubscribe requests in the case of email marketing campaigns. If the monitoring is done by a third Party, such third Party will share all such information with Remodelwell.

4. LICENSE.
4.1. Limited License Grant. Remodelwell grants Affiliate a revocable, nontransferable, non-sub-licensable, non-exclusive, limited license to use: (i) the creative assets of any Program provided to Affiliate via email and the Platform including any Ads posted thereon; and (ii) Remodelwell’s tracking system, and any data, reports, information or analysis arising out of such use (“Platform Data”) solely for the purpose of marketing or promoting the Programs subject to this Agreement and Program terms. Under no circumstance is Affiliate authorized to distribute Remodelwell’s offers to sub-Affiliates, unless Remodelwell gives Affiliate prior express written permission. All sub-Affiliates must be identified by Sub-Id and approved by Remodelwell. Affiliate shall be responsible and liable for all actions or inactions of sub-Affiliates, including compliance with the material terms of this Agreement and all applicable laws, rules, and regulations. Affiliate is licensed to access the Platform via web browser, email, or in a manner approved by Remodelwell. Affiliate shall not attempt to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Services tags, source codes, links, pixels, modules or other data provided by Remodelwell that allows Remodelwell to measure Ad performance and provide its Service. In addition, Affiliate agrees that all non-public information, data, and reports received from Remodelwell hereunder or as part of the Services is proprietary to and owned by Remodelwell. If instructed to do so by Remodelwell and/or if Affiliate is terminated by Remodelwell, Affiliate shall immediately destroy and discontinue the use of Remodelwell Platform Data, including Services data, and any other material owned by Remodelwell or the Advertisers. Affiliate acknowledges that any failure to comply with the material provisions set forth in this section may, at Remodelwell’s sole discretion, result in the immediate termination of the Agreement and its Affiliate status, including the forfeiture of any and all rights to any payments owed to the Affiliate by Remodelwell.

4.2. Link Usage. Affiliate shall not take any actions to impede the action of or to disable any links in the campaign. Affiliate shall not modify or interfere with any Links or tracking devices unless requested by Remodelwell in writing.

4.3. Tracking. Affiliate may be granted limited access to its tracking account through the Platform. Affiliate shall not attempt to reverse engineer, decompile, disassemble, or otherwise gain access to any other data or tracking account, or use tracking for any other purpose. Affiliate agrees that Remodelwell shall be entitled to injunctive relief precluding Affiliate from taking or continuing any action or conduct in violation of this provision, to be issued by any court of competent jurisdiction upon a showing of any such violation by Affiliate without posting bond or demonstration of monetary damages.



4.4. Ownership. Remodelwell owns all rights, title, and interest to all materials on its Platform including: (i) all links and user data collected and derived through the activities of Affiliate pursuant to this Agreement, as well as; (ii) the Service’s software, applications, data, methods of doing business or any elements thereof, or; (iii) any content provided or submitted by Affiliate for approval by Remodelwell, including the Ads. All information submitted to Affiliate by an end-user customer, pursuant to a Program, is proprietary information of Remodelwell and/or the Advertisers. Such customer information is confidential and may not be disclosed by Affiliate. Affiliate agrees not to reproduce, disseminate, sell, distribute, or commercially exploit any such proprietary information in any manner. Affiliate shall maintain such data in a secure manner, consistent with industry standards. All information provided to Affiliate hereunder shall be kept strictly confidential. Should Remodelwell choose to provide advertising creative content, web design Services, or other web content of any type (“Web Content”) to Affiliate, Affiliate shall use such Web Content: (i) in exactly the form that it is delivered to the Affiliate by Remodelwell without modification, unless approved by Remodelwell in writing; (ii) only in the manner expressly permitted by Remodelwell in writing and only until Remodelwell requests that Affiliate discontinue its use of such advertising creative, at which time Affiliate shall discontinue such use within two (2) business days of being requested by Remodelwell to do so.

5. CONFIDENTIAL INFORMATION.
5.1. For the purposes of the Agreement, the term “Confidential Information” means any confidential, non-public or proprietary information, whether written, oral or in any other form, concerning or relating to a Party’s business or that of any subsidiary, affiliate, or related company (the “Disclosing Party”) that is disclosed to the other Party (the “Receiving Party”). Confidential Information shall include, but is not limited to, pricing terms, information regarding existing or contemplated services, processes, techniques, and know-how, reports, marketing plans or strategies, technology, Consumer or contact lists, relationships with third-party companies, including Advertisers and Publishers, lead data, consumer information, Non-Public Personal Information, and any other information that the Receiving Party should reasonably know is confidential or proprietary. The existence of this Agreement and its terms shall also be deemed Confidential Information. The Receiving Party agrees not to use any Confidential Information of the Disclosing Party for any purpose except to engage in the activities governed by this Agreement and will not use, duplicate, copy, distribute, disclose, modify or disseminate any Confidential Information except as specifically provided in this Agreement. The Receiving Party shall maintain the Confidential Information in strict confidence and shall restrict access to such Confidential Information only to those officers, directors, employees, agents, and/or other third parties to whom such access is required for carrying out the obligations under this Agreement, provided that the Confidential Information is disclosed only on a need to know basis.

The Receiving Party shall be liable for any unauthorized distribution, duplication, modification, use, and/or disclosure, whether caused by negligence or otherwise, of the Confidential Information. The Receiving Party shall notify the Disclosing Party immediately if it knows or has reason to believe that any Confidential Information of Disclosing Party has been or may have been breached or otherwise illegally accessed. Confidential Information shall be deemed to be the property of the Disclosing Party, and the Receiving Party will, upon receipt of a written request from the Disclosing Party, return within fourteen (14) calendar days, all Confidential Information to the Disclosing Party. If the Disclosing Party so requests, the Receiving Party will destroy all Confidential Information received from the Disclosing Party, and the Receiving Party shall produce an affidavit signed by an officer of the Receiving Party attesting to such destruction. The Parties acknowledge that the breach or threatened breach of this Section may result in irreparable harm to the Disclosing Party and in view of the lack of an adequate remedy at law to protect such Disclosing Party, the Disclosing Party may seek a temporary and permanent injunction from a court of competent jurisdiction to enjoin the Receiving Party from any violation of this Section. The foregoing remedies shall be in addition to any other rights or remedies to which such Disclosing Party may be entitled to under this Agreement, in law or in equity. Termination or expiration of this Agreement shall not relieve either Party from its obligations to protect Confidential Information disclosed hereunder. The confidentiality provisions set forth herein shall survive and be enforceable for a period of two (2) years following termination of this Agreement, regardless of the reason for termination.

The confidentiality and disclosure requirements contained in this Section shall not apply to Confidential Information that:(i) was, and can be demonstrated to be, already in the Receiving Party’s possession and was free of any obligation of confidence at the time the Disclosing Party received such information; (ii) the Receiving Party rightfully received from a third party legally in possession of such information and without an obligation of confidentiality; (iii) is or hereafter becomes public knowledge through no act or fault of the Receiving Party; or (iv) is proven by written evidence to have been independently developed by the Receiving Party without any reference to, use of, or modification of, the Disclosing Party’s Confidential Information or any part thereof. Notwithstanding the foregoing provisions in this Section, the Receiving Party may disclose the Disclosing Party’s Confidential Information pursuant to the requirement or order of a governmental or judicial entity, or pursuant to Applicable Law, provided that, where permitted, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Each Party agrees to cooperate fully with the other Party in connection with the pursuit of any such protective order.

6. FRAUDULENT LEADS.
Remodelwell may, but is not required to, monitor traffic for fraud and Affiliate shall be solely responsible for ensuring it does not generate fraudulent traffic or engage in fraudulent methods for lead generation. If fraud is detected, Affiliate’s account will be made inactive immediately and subject to further investigation. Fraudulent traffic includes, but is not limited to: (i) click-through, transfer, or conversion rates that are significantly higher than industry averages and where reasonable justification for such higher click-through or conversion rates is not presented by Affiliate to Remodelwell; (ii) click, call transfer, or lead generation Programs generating clicks, calls, or leads with no indication by Affiliate or its websites that it can sustain the clicks, calls, or leads reported; (iii) fraudulent leads as determined and reported by Advertisers who Remodelwell may pass Affiliate’s traffic to; (iv) use of any incentives to procure clicks, calls, or leads; (v) use of fake redirects, automated software, proxy servers and/or other mechanisms to generate fraudulent Leads; or (vi) Leads or calls in which a consumer did not initiate or enter their information on a website or form; specifically, leads that are generated through the copying-and-pasting of a consumer’s information onto a website’s form or through the falsification of keystrokes on any website. All leads are not consumer initiated, meaning that the consumer themselves initiated the inbound call or physically typed their information into a website submission form shall be deemed fraudulent leads. Additionally, Affiliate shall not utilize false identification information when registering as an Affiliate with Remodelwell or allow any third-party other than Affiliate to access Remodelwell’s Platform with Affiliate’s account. Affiliate acknowledges that any attempted participation or violation of any of the foregoing is a material breach of the Agreement and Remodelwell may immediately terminate the Agreement and suspend Affiliate’s account. Affiliate unequivocally acknowledges and agrees that any violation of this section will result in the forfeiture of all rights to any commissions and/or payments owed to Affiliate by Remodelwell. In addition, in the event that Affiliate has already received payment for fraudulent activities, Remodelwell reserves the right to seek credit or remedy from future earnings or to demand reimbursement from Affiliate. Remodelwell’s decision regarding fraudulent activity shall be determinative.

7. TRACKING AND PAYMENT.
7.1. Tracking. The number of Completed Actions, Click-Through, or Impressions (or other applicable unit) for which payment is due under each IO, shall be as recorded by Remodelwell’s tracking platform or, if applicable, a mutually agreed upon third party tracking platform specified in the IO. In the event Affiliate disputes the calculations provided by Remodelwell or third party tracking platform and the amount in dispute is greater than ten percent (10%) of the total amount invoiced, then: (i) Affiliate shall notify Remodelwell of the dispute in writing and within five (5) business days of the final tracking count for the month; and (ii) the Parties will facilitate a reconciliation effort between two sets of tracking data with each Party presenting the basis of its tracking count in good faith to resolve the dispute within fifteen (15) days from the date notice of dispute is presented by Affiliate. Remodelwell may withhold payment of the disputed amount(s) of the invoice, and shall remit to Affiliate the undisputed amount(s) in a timely manner. If the discrepancy cannot be resolved by a good faith effort to facilitate the reconciliation effort, Remodelwell’s tracking count shall be final.

7.2. Affiliate will be paid per the terms of each Program as set forth in a corresponding Program. Remodelwell shall pay any amounts due thirty (30) days after the end of each month. Each party is solely and separately responsible for its own taxes, levies and duties, bank fees and charges applicable to its servicing bank. Remodelwell will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Invoices submitted to Remodelwell and payments made to Affiliate shall be based on the Events as reported by Remodelwell. Remodelwell will not be responsible to compensate Affiliate for Events that are not recorded due to Affiliate’s error.

8. TERM AND TERMINATION.
8.1. The Agreement shall become effective on the last date of execution by the Parties (“Effective Date”) or, on the date upon acceptance of Affiliate by Remodelwell and access to Remodelwell’s Platform or submission of a Program to Affiliate via email. Either Party may terminate this Agreement at any time and for any reason upon three (3) business days’ advance written notice to the other Party. Notwithstanding, in the event either Party in good faith believes that the other Party is in violation of applicable law or in breach of any terms of this Agreement, such Party shall have the right to terminate the Agreement immediately upon written notice to the other Party. Termination notices will be provided via email and will be effective immediately. All monies then due to Affiliate will be paid during the next billing cycle. The representations, warranties, and obligations contained in paragraphs, 5, 10, 12, and 13 shall remain in full force and effect after termination of this Agreement. In addition, all payment obligations accruing prior to the termination date shall survive until fully performed.

9. REPRESENTATIONS AND WARRANTIES/COVENANTS.
9.1. Mutual Representations. Each Party represents and warrants that: (i) it has the right to enter into and fully perform the Services contemplated herein; and (ii) there is no outstanding contract, commitment, or Agreement to which it is a Party that conflicts with this Agreement. Remodelwell makes any guarantee, representations, nor warranties express or implied, as to the level of consumer response that will result from the Platform or Program.

9.2. Affiliate Representations. Affiliate represents and warrants that: (i) It shall comply, and cause its affiliates and any sub-Affiliate to comply with all applicable international, federal, state and local laws, rules and regulations in the performance of its Services under this Agreement; (ii) Affiliate’s websites, databases, emails and all linked content are, and shall remain at all times during the terms of this Agreement, in compliance with all applicable foreign, federal and state laws, including, but not limited to, the Federal Trade Commission Act, as amended, the Federal Communications Act, as amended, Telephone Consumer Protection Act (TCPA); COPPA, as amended, the CAN-SPAM Act of 2003, as amended, applicable Federal Trade Commission implementing regulations, California Business & Professions Code Section 17529, California Business & Professions Code Section 17529.1 et seq. (“CA BPC § 17529.1 et seq.”), California Business & Professions Code Section 17529.5 et seq. (“CA BPC § 17529.5 et seq.”) and any and all foreign, federal and state deceptive trade practices legislation, as amended; (iii) Affiliate’s websites, databases, emails and all linked content do not: (1) promote racism, hate mongering or other objectionable content; (2) contain any investment or money making opportunities or advice not permitted by applicable laws, rules and regulations; (3) contain any gratuitous violence or profanity or other explicit vulgar or obscene language; (4) contain or post to any sexually explicit images or other offensive content or adult Services; (5) promote illegal substances, alcohol or tobacco; or (6) promote software piracy or otherwise violate any intellectual property rights of third Parties; (iv) Affiliate shall not engage in any spoofing, redirecting or trafficking from adult-related websites in an effort to gain traffic or websites that are point, lottery or rewards based and encourage users to click on Advertiser’s link or use Advertiser’s ads to generate revenue for users to win points, get rewards, or other incentives are prohibited unless expressly approved in writing from Remodelwell; (v) Affiliate shall not: (1) violate any third-Party terms and conditions, which includes, but is not limited to, unauthorized use of a third-Party website for commercial gain or post bulletins to non-owned account; (2) use deceptive or misleading practices such as the use of spyware, adware, devices, Programs, robots, iframes, hidden pictures, redirects, spiders, computer scripts or other automated, artificial or fraudulent methods designed to appear as if a consumer is generating a lead; and (3) use any deceptive form of advertising which includes, but is not limited to, phishing, sending an email to an individual falsely claiming to be an established legitimate enterprise in an attempt to scam or defraud the user into surrendering private and personal information that can be used for identify theft or other activity; (vi) Affiliate maintains and posts in a conspicuous manner on all its websites involved in the Programs, a privacy policy that clearly and adequately describes what information is collected about the end user, how such information is collected, used and/or leased or sold to any third Party; and (vii) Affiliate shall ensure the secure handling, transmission, storage and disposal or any nonpublic personal information (“NPI”) belonging to consumers which Affiliate handles and passes to Remodelwell while protecting against any security threats and unauthorized access to such NPI.

Affiliate acknowledges that breaches of any of the foregoing representations and covenants may, in the sole discretion of Remodelwell, result in the immediate suspension or termination of Remodelwell’s relationship with Affiliate and the forfeiture of all commission and payments owed to Affiliate by Remodelwell. Affiliate acknowledges and agrees that Remodelwell shall not be held responsible for Programs or Advertiser campaigns, including any violation of any applicable laws or regulations, including, without limitation, Federal Trade Commission Act, as amended, the Federal Communications Act, as amended, COPPA, as amended, the CAN-SPAM Act of 2003, as amended, the Telephone Consumer Protection Act (TCPA), as amended; applicable Federal Trade Commission implementing regulations and any and all foreign, federal and state deceptive trade practices legislation, as amended. Affiliate shall be solely responsible for any legal liability arising out of or relating to any consumer, governmental, or regulatory complaint arising out of any marketing or lead generation campaign conducted by Affiliate, including but not limited to, any spam or fraud complaint or any complaint relating to failure to have proper permission to conduct such campaign to the consumer.

9.3 Affiliate Lead Post Representations: If Affiliate is posting consumer leads to Remodelwell Platform, such Affiliate represents and warrants that: (i) Affiliate posts only real people who have filled out all required fields and such posting is in real time from the Affiliate lead generation website to Remodelwell’s Platform in a method and manner as agreed to by and between the Parties; and (ii) Affiliate has, in compliance with the Telephone Consumer Protection Act (TCPA), obtained the prior express written consent from all consumer leads generated under this Agreement to (i) receive calls, ringless voicemails, and SMS text messages from Remodelwell or its advertiser, as applicable using an automatic telephone dialing system or an artificial or prerecorded voice and has authority to transfer a record of such consents to Remodelwell along with the posted Lead IP address, date and time stamp, and any other information requested by Remodelwell and comply with all other requirements of the TCPA. Affiliate warrants that it maintains records of such prior express written consent for a period of no less than two (2) years from the date of their collection, together with the date such consent was gathered, the name of the campaign in connection with which the consent was collected (the “Records”). Upon request, Affiliate will promptly provide the Records to Remodelwell.

10. LIMITATION OF LIABILITY.
10.1. NEITHER PARTY SHALL BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF EACH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR WHERE SUCH DAMAGES ARE OTHERWISE FORESEEABLE) OR DAMAGES FOR LOST PROFITS, REVENUE, AND/OR DATA ARISING FROM ANY BREACH OF THIS AGREEMENT. IN THE EVENT OF ANY BREACH OF THIS CONTRACT BY REMODELWELL, OR OF ANY LOSSES OR INJURIES TO THE AFFILIATE ARISING OUT OF THIS CONTRACT FOR WHICH REMODELWELL IS LIABLE, REMODELWELL’S TOTAL CUMULATIVE LIABILITY FOR SUCH BREACHES, LOSSES, AND INJURIES WILL NOT EXCEED THE TOTAL AMOUNT THAT HAS BEEN PAID BY AFFILIATE UNDER THIS AGREEMENT FOR THE PREVIOUS SIX (6) MONTH PERIOD.

11. DISCLAIMER OF WARRANTIES.
11.1. DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, REMODELWELL CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS OR OUR SERVICES. WITHOUT LIMITING THE ABOVE, THE LINKS, ADVERTISER’S WEBSITES , REMODELWELL PLATFORM,AND ANY OTHER MATERIALS PROVIDED TO AFFILIATE ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND REMODELWELL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, AND: (I) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN; (III) THAT A PARTY’S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS; (IV) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON; OR (V) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY’S “INFORMATION” (WEBSITE). ALL INFORMATION AND COMPUTER PROGRAMS PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK, AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER.

12. MUTUAL INDEMNIFICATION.
12.1. EACH PARTY AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OTHER PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CLIENTS, AFFILIATES, AGENTS, PARTNERS AND SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL OUT-OF-POCKET LIABILITIES, DAMAGES, LOSSES AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEE, ARISING OUT OF OR RELATED TO A THIRD-PARTY CLAIM OR PROCEEDING TO THE EXTENT IT IS BASED UPON AN ALLEGATION THAT WOULD CONSTITUTE A BREACH OF THE PARTY’S REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT. EACH PARTY SHALL HAVE THE RIGHT TO CONTROL THE DEFENSE OF SUCH CLAIM WITH COUNSEL OF ITS CHOICE, BUT NO SETTLEMENT MAY BE CONSUMMATED WITHOUT THE OTHER’S EXPRESS WRITTEN AUTHORIZATION, WHICH SHALL NOT BE UNREASONABLY WITHHELD. REMODELWELL RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY THE INDEMNIFYING PARTY HEREUNDER. EACH PARTY WILL TIMELY NOTIFY THE OTHER PARTY OF ANY CURRENT, IMPENDING, OR POTENTIAL LEGAL ACTION, CLAIM OR INVESTIGATION AGAINST THE PARTY BY A THIRD PARTY FOR MATTERS WHICH COULD REASONABLY EXTEND TO THE OTHER PARTY WHEN THE SAME ARISE.

13. GENERAL.
13.1. Governing Law, Binding Arbitration, and Venue. If a dispute arises from or relates to the Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the Parties agree that any unresolved controversy or claim arising out of or relating to the Agreement, or breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator, unless the claim amount exceeds $250,000, in which case the dispute shall be heard by a panel of three arbitrators. The place of arbitration shall be Dover, Delaware. The arbitration shall be governed by the laws of the State of Delaware. If the dispute is less than $250,000 there shall be no discovery other than the exchange of documents. If the dispute is equal to or greater than $250,000, discovery shall consist of no more than two (2) depositions of four (4) hours or less. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. The prevailing party shall be entitled to an award of reasonable attorney fees, not to exceed twenty thousand dollars ($20,000.00). Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties.

13.2. Waiver. No waiver by either Party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.

13.3. Assignment. This Agreement and the rights hereunder are not transferable or assignable without prior written consent of the non-assigning Party; provided, however, that this Agreement may be assigned by either Party to a person or entity who acquires substantially all of that Party’s assets, stock or business by sale, merger or otherwise.

13.4. Severability. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of the terms of this Agreement shall remain valid and enforceable according to its terms.

13.5. Independent Contractor. The Parties agree that Remodelwell is acting as an independent contractor in performing the Services and that the relationship between the Remodelwell and Affiliate shall not constitute a partnership, joint venture or agency. The Parties will at all times during the term of the Agreement remain independent contractors.

13.6. Notice. Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission, or verified email; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested, or by nationally-recognized overnight courier service to: (a) Affiliate at the address provided below, in Affiliate’s registration, or on any IO or other Agreement entered into between the Parties; and (b) Remodelwell.

13.7. Survival. In addition to certain provisions specifically set forth in the Agreement to survive cancellation, expiration, or earlier termination of this Agreement, the following paragraphs shall likewise survive expiration or earlier termination of the Agreement: 2, 4, 5, 6, 7, 8, 10, 11, 12, and 13.1 for a period of one (1) year.

13.8. Force Majeure. Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such Party; provided, that the Party whose performance is affected by any such Event gives the other Party written notice thereof within three (3) business days of such Event or occurrence.

13.9. Complete Agreement. This Agreement, when combined with any applicable IO and Acceptable Use Policy and if applicable, Program Terms, constitutes the entire Agreement of the Parties and supersedes any other agreement, understanding, whether written or oral, that may have been made or entered into with regard to the subject matter thereof. Remodelwell and Affiliate hereby confirm their mutual agreement to the terms and conditions set forth in this Agreement, effective as of the last date set forth below.