Welcome to the Mwendo Affiliate Network Terms of Use

This MWENDO AFFILIATE PROGRAM TERMS OF USAGE AGREEMENT (this “Agreement”) contains all of the terms and conditions, except as otherwise expressly provided herein, regarding your participation in the Mwendo Affiliate Program (the “Affiliate Program”) offered by Mwendo, LLC, a Virginia limited liability company (“Mwendo”).

1. Mwendo Affiliate Program. Mwendo is a real estate and rental listing services that facilitates rebates between sellers, landlords, buyers, and tenants. Mwendo conducts business through its World Wide Web Site located at http://www.Mwendo.com (the “Site”). Under this Agreement, your World Wide Web Site that has been designated by you in your Mwendo Affiliate Program Membership Application and accepted by Mwendo as the “Affiliate Site” will be electronically linked to the Site. Mwendo may revoke approval of any such site with or without notice to you: (a) immediately for your breach of this Agreement or of your Publisher Service Agreement; or (b) upon seven (7) days notice at Mwendo’s sole discretion. 
2. Enrolling in the Affiliate Program. To enroll in the Mwendo Affiliate Program, complete the registration form at Mwendo.com, confirm your registration, and then proceed to the registration page at Mwendo.net.
3. Your submission of the Affiliate Program Application constitutes your consent to the terms and provisions of this Agreement. Mwendo will review your completed Application and will promptly notify you, via e-mail, if your Affiliate Site(s) has been accepted for participation in the Affiliate Program. Mwendo has the right to reject your Application at our sole discretion if we determine that your Site’s participation would be unsuitable for the Affiliates Program for any reason. If we reject your Application, you may reapply at any time.
4. Mwendo Link. Once your Affiliate Program Application is accepted, we will make available to you banner advertisements with links to the Site (the “Mwendo Links”), which can be accessed through http://www.mwendo.net. Subject to the terms and conditions hereof, you may display the Mwendo Links on your Affiliate Site(s) as often and in as many areas as you desire. The Mwendo Links will consist of one or more text or graphic images provided by us on www.mwendo.net containing the Mwendo trademark and logo and establishing a link that will connect visitors to your Affiliate Site(s) directly with Mwendo when they click on Mwendo Link. The Mwendo Links are subject to change from time to time in our sole discretion.
5. Your Responsibility For Mwendo Links.  You agree to promptly post a Mwendo Link to your Affiliate Site(s) within thirty (30) days after it is made available to you. In using the Mwendo Links, you agree that you will fully cooperate with us in order to establish and maintain one or more electronic links that directly connect your Affiliate Site(s)’s visitors to the Site. You agree to display one or more Mwendo Links prominently in relevant sections of your Affiliate Site(s). Mwendo has the right to monitor your Affiliate Site(s) at any time to determine your compliance with this Agreement, and take any action Mwendo deems appropriate, in its sole discretion, in the event of non-compliance pursuant to the terms of this Agreement.
6. Additional Affiliate Site(s) Obligations.
1. You will be solely responsible for the development, operation and maintenance of your Affiliate Site(s) and for all materials that appear on your Affiliate Site(s), including maintenance of the electronic links to the Site and the immediate repair of any “broken” links. We disclaim all liability for all such matters.
2. You are solely responsible for ensuring that your Affiliate Site(s) complies with all applicable laws and regulations, including, but not limited to, all trademark, trade name, copyright, and state and federal consumer protection and privacy laws and regulations.
3. You must have express written permission to use another party’s trademarks or trade names, copyrighted or other proprietary material, or any deceptively similar version of them, on your Affiliate Site(s), in a metatag or other similar search engine ranking device on your Affiliate Site(s) or web pages under your control. We will not be responsible if you misuse another party’s trademarks, trade names, copyrighted or other proprietary material.
4. You will comply with the keyword search policy, as may be modified from time to time by Mwendo, as set forth in the Mwendo Affiliate Program description available via www.mwendo.net.
5. You will comply with all additional rules and obligations of the Affiliate Program set forth in this Agreement, as the same may be modified, from time to time, by seven (7) days’ notice to you from Mwendo as set forth in this Agreement. Any amendments or modifications shall be incorporated herein by reference.
7. Prohibited Activities. 
1. You will not modify a Mwendo Link in any manner without our express written consent.
2. Except as expressly authorized by us in this Agreement, you agree not to make any representations, warranties (express or implied) or other statements concerning Mwendo, our Site, our Site policies, the lenders on our Site, any of the products offered by Mwendo or its network of lenders through our Site (including, but not limited to, any representations, warranties or statements which state or imply that a visitor to your Affiliate Site(s) is guaranteed to receive a loan or credit offer from a lender on the Mwendo network or which in any way relate to the terms, conditions or other attributes of loans or other credit products offered by lenders participating on our Site).
3. Your Affiliate Site(s) shall not contain any content that is in any way unlawful, harmful, obscene, harassing, or racially, ethnically, or otherwise objectionable.
4. You may not, under any circumstances, charge visitors to your Affiliate Site(s) any fee or compensation for access to Mwendo’s services through a Mwendo Link or otherwise.
5. You may not fraudulently or improperly generate and/or transmit Click-Throughs manually or through the use of any automatic device, mechanism, robot, frame or process, or enlist any third party to do so on your behalf. Mwendo reserves the right to determine, in its sole discretion, whether any such activity has occurred.
8. Mwendo License.
1. During the term of this Agreement, Mwendo grants you a non-transferable, non-exclusive, revocable right to (i) access the Site through the Mwendo Links solely in accordance with the terms of this Agreement and (ii) solely in connection with the Mwendo Links, to use our logos, trademarks, trade names and other intellectual property contained in the Mwendo Links (collectively, the “Mwendo Marks”). We may revoke this license at any time by giving you notice pursuant to the provisions of this Agreement, whereupon you will immediately remove all Mwendo Marks from your Affiliate Site(s) and other web pages under your control or direction.
2. Except for the licensing rights granted above, Mwendo retains all other ownership and proprietary rights and interests in and to the Mwendo Marks and all related goodwill. You may not use the Mwendo Marks or other Mwendo intellectual property for any purpose except as contemplated by this Agreement without the prior written consent of Mwendo. Mwendo has the right to review and approve in advance the nature and quality of the way in which you intend to use the Mwendo Marks and the form of the Mwendo Marks so used, and you agree to comply with the directions of Mwendo in this regard. You agree not to use the Mwendo Marks in any manner that is disparaging or that otherwise portrays Mwendo in a negative light.
3. You acknowledge that the Mwendo Marks are owned by Mwendo. In addition, you will not at any time during the term of this Agreement or thereafter, directly or indirectly, contest or assist any other company, or person, in contesting the validity of the Mwendo Marks or the right, title and interest of Mwendo to the Mwendo Marks. You agree that all use of the Mwendo Marks will inure to the benefit of Mwendo and you will have no right in the Mwendo Marks
9. Advertising Compensation. Unless you are otherwise notified by Mwendo pursuant this Agreement, in consideration of the advertising of the Site provided by the Mwendo Links from your Affiliate Site(s), Mwendo will pay you an Advertising Fee for each unique visitor who “Clicks-Through” from a Mwendo Link on your Affiliate Site(s) to the Site and submits a Registration Form on our Site for a service.  The Advertising Fees to be paid by Mwendo hereunder are set forth in the Mwendo Affiliate Program offer available via www.mwendo.net.  Mwendo may increase, decrease, or eliminate the Advertising Fees payable hereunder at any time.  For purposes of this Agreement, “Clicks-Through” means that the individual user selects and “clicks on” a Mwendo Link and is taken to the relevant portion of the Site. Mwendo has no obligation to pay you an Advertising Fee for visitors who have not met this definition of “Clicks-Through.” We both agree that this compensation represents the fair and reasonable advertising value of your placement of the Mwendo Links on your Affiliate Site(s), including, but not limited to, the inherent advertising value to Mwendo created by the association with your Affiliate Site(s).
10. Advertising Fee. The Advertising Fee shall be paid monthly and shall be calculated in the manner set forth in your Program Terms. The Advertising Fee shall be payable to you according to the terms of the Reports and Payments Section of this Agreement. Mwendo reserves the right to withhold Advertising Fees if Mwendo determines, in its sole discretion, you have engaged in any Prohibited Activity as described in Section 7 above.
11. Necessary Changes in Compensation. In addition to Mwendo’s right to modify any provision, compensation under this Agreement shall be subject to change if and to the extent necessary to comply with federal, state and local laws and regulations, including but not limited to, the Real Estate Settlement Procedures Act. If, in the reasonable judgment of either of us, the compensation provided in this Agreement fails to comply with any applicable law, or either of us is advised by legal counsel or a regulatory agency to terminate or modify this Agreement to achieve legal compliance, then we will negotiate in good faith an alternative compensation arrangement with substantially similar economic benefits.
12. Term of Agreement. This Agreement will commence on the date you are notified by Mwendo that your Affiliate Site(s) has been accepted for participation in the Affiliate Program and will end when terminated by either party. You may terminate this Agreement at any time, for any reason, with or without cause, by giving Mwendo notice of termination in accordance with the provisions of this Agreement. Mwendo may terminate this Agreement by giving you notice of termination in accordance with the provisions of this Agreement: (a) at any time, for any reason with cause; and (b) for any reason, without cause. You are only eligible to earn Advertising Fees during the term of this Agreement. If termination is the result of a breach of any of your representations, warranties, covenants and obligations under this Agreement, as modified from time to time, you will not be entitled to receive any unpaid fees and Mwendo shall reserve all rights and remedies available to Mwendo pursuant to this Agreement and applicable law. Immediately upon termination, you shall remove the Mwendo Links from the Affiliate Site(s) and any other web pages under your control and direction and the licensing of the Mwendo Marks hereunder shall cease.
13. Warranties. You represent and warrant to Mwendo that you are duly organized, validly existing and in good standing and are duly qualified and licensed to do business and to carry out your obligations under this Agreement and that the execution, delivery and performance of this Agreement does not violate any existing agreement to which you are a party or by which you are bound. You further represent and warrant to Mwendo that:

1. (a) all of the information contained in your Affiliate Program Membership Application is true and complete;
2. the content on your Affiliate Site(s) and any other web pages maintained by you or under your control or direction will not:
1. violate any federal, state or local law or regulation, or any law or regulation of any nation or other jurisdiction in which it may be accessed;
2. contain any content that violates any state or federal laws or regulations regarding false and deceptive advertising and discrimination:
3. contain any defamatory, disparaging, false, malicious, pornographic or obscene content;
4. contain or introduce to the computer system, network or database of any person, any computer viruses, agents or similar destructive programs, codes or algorithms that will destroy or interfere with the use of any system, network or database or will cause them to be erased, contaminated, inoperable or disabled; and
5. infringe upon the copyright, trademark or other intellectual property rights or privacy rights of any other person; and
3. you will not submit any false or misleading information to the Site through the Mwendo Links on your Affiliate Site(s), or otherwise.

 14. Independent Investigation.
You acknowledge that you have read this Agreement and agree to all its terms and conditions, and you understand that we may at any time (directly or indirectly) solicit visitor traffic on terms that may differ from those contained in this Agreement or operate World Wide Web Sites that are similar to or compete with your Affiliate Site(s). You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

15. Indemnification; Limitation on Liability.

1. You agree to indemnify, defend and hold Mwendo and our officers, directors, shareholders, employees, agents and related and affiliated entities, harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees and court costs) of any kind or nature, arising out of, resulting from or in any way connected with (i) your breach or alleged breach of any provision, including, but not limited to, any covenant, representation or warranty contained in this Agreement as modified from time to time, (ii) your negligence or willful misconduct in connection with your performance of this Agreement, (iii) any claim related to the development, maintenance, operation or content of the Affiliate Site(s), (iv) any misrepresentation made by you or on your Affiliate Site(s) or any other web pages under your control or direction, and (v) any taxes due on the payment of the Advertising Fee.
2. MWENDO SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS OR GOODWILL, ARISING OUT OF, RESULTING FROM OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE PRODUCTS, SERVICES OR PROGRAMS OFFERED BY MWENDO, OR ANY DOCUMENTATION AND/OR INTENDED USE THEREOF, UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF MWENDO HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, MWENDO’S AGGREGATE LIABILITY WITH RESPECT TO THE EXECUTION AND PERFORMANCE OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU HEREUNDER.
3. THE SITE, MWENDO LINKS AND RELATED SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY, AND MWENDO EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SITE OR THE MWENDO LINKS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, MWENDO MAKES NO REPRESENTATION THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND MWENDO WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

16. Relationship of Parties.
You and Mwendo are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party shall have the authority or power to act for, bind or commit the other in any way.

17. Publicity.
You shall not create, publish, distribute, or permit any written material that makes negative reference to Mwendo without first submitting such material to us and receiving our prior written consent, which we may withhold in our sole discretion.

18. Confidentiality.
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agree that all information including, without limitation, the terms of this Affiliate Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning Mwendo or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.

19. Entire Agreement.
This Agreement constitutes the entire agreement and understanding between us with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understandings.

20. Amendment.
ANY PROVISION OF THIS AGREEMENT MAY BE AMENDED OR MODIFIED BY MWENDO AT ANY TIME, IN ITS SOLE DISCRETION BY PROVIDING YOU WITH SEVEN (7) DAYS’ NOTICE. AMENDMENTS OR MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE FEES, FEE SCHEDULES, PAYMENT PROCEDURES, AND AFFILIATE NETWORK RULES. IF ANY AMENDMENT OR MODIFICATION OF THIS AGREEMENT IS NOT ACCEPTABLE TO YOU, YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. IF YOU DO NOT PROVIDE MWENDO WITH NOTICE OF YOUR TERMINATION AND CONTINUE TO PARTICIPATE IN THE AFFILIATE PROGRAM, THEN THE AMENDMENT OR MODIFICATION WILL BE LEGALLY BINDING UPON YOU. Mwendo may waive compliance with any provision of this agreement. The failure of Mwendo to enforce any provision of this agreement at any time shall not be construed as a waiver of such provision.

21. Severability.
Each provision of this Agreement is independent of and severable from each other provision. If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions of this Agreement shall remain valid and enforceable.

22. Non-Assignability.
You may not assign this Agreement or transfer the rights granted under this Agreement without the prior written consent of Mwendo.

23. Governing Law; Jurisdiction; Attorneys’ Fees.
The interpretation and enforcement of this Agreement shall be governed by the laws of the United States and the Commonwealth of Virginia (except any provision requiring the application of another state’s laws and except that questions affecting the construction and effect of any intellectual property shall be determined by the laws under which the intellectual property is granted, registered or protected). If there is a dispute regarding this Agreement, we both agree that any civil action shall be filed only in the federal or state courts located in Virginia and you irrevocably consent to the jurisdiction of such courts. Whichever one of us is the prevailing party in any dispute shall be entitled to recover its reasonable attorneys’ fees and court costs, as determined by the appropriate court of law.