Exhibit 10.10
Mortgage Lead Portal Marketing Agreement
THIS AGREEMENT, is hereby entered into this 3rd day of January, 2000
between Express Financial Corporation (hereinafter referred to as "EFC"), and
Xxxx.xxx, Ltd (hereinafter referred to as "UBUY").
WHEREAS, EFC is a mortgage banker that provides mortgages to consumers and
businesses ("Mortgage Services").
WHEREAS, UBUY provides a variety of money saving benefits and services
programs ("Ubuy Programs") to the public through their membership, affinity
an/or employment with UBUY's clients who are predominantly Associations,
Fundraising Organizations, ISPs, Supermarkets, Telecommunications companies and
businesses ("UBUY Members").
WHEREAS, UBUY has developed a Portal program (JUOL Program) which contains
industry specific portals and sub-portals, that introduce the UBUY benefits and
services via the Internet to its Members through XxxxXxXxxxxx.xxx, a UBUY
program.
WHEREAS, EFC wishes UBUY to include its Mortgage Services the JUOL Program
and through UBUY's normal marketing channels.
NOW, THEREFORE, for good and valuable considerations, the receipt and
adequacy of which are hereby acknowledged, the parties, intending to be legally
bound, agree as follows:
1. EFC shall introduce its Mortgage Services to the UBUY Members.
2. UBUY is an independent contractor of EFC, and is solely responsible
for the time, manner and place of performance of its duties under
this Agreement.
3. UBUY agrees that during the term of this Agreement, EFC shall be the
exclusive provider of Mortgage Services in the Ubuy Programs.
4. EFC agrees that during the term of this Agreement, UBUY shall be its
exclusive Internet Portal provider and Internet Banner and affiliate
representative.
TERM
5. The Term of this Agreement shall be for a period of three (3) years
subject to automatic renewals of the Term for successive one (1)
year periods, unless either party terminates this Agreement by
giving the other party written notice of said termination at least
ninety (90) days prior to the expiration of the Term.
(a) This Agreement may be terminated by either party if the Portal
Technology and Software Agreement, executed on January 3, 2000
between the parties, is terminated.
(b) Either party shall have the right to terminate this Agreement
in the event of a material default hereunder by the other
party, which default is not cured within thirty (30) days
after notice of the default is given by the party seeking to
terminate the term.
(c) Each party shall remain liable for services and any fees due
or accrued as of the effective date of termination of the
term, and for any and all covenants contained herein.
MARKETING, SALES and FEES
6. UBUY shall market the Mortgage Services to its UBUY members through
its normal marketing channels, which include but are not limited to
the following: Association advertisements, trade shows, e-mails,
banner advertising, affiliate programs, membership programs.
7. EFC may participate in any and all trade shows that UBUY
participates in. EFC is responsible for its expenses.
8. UBUY shall also offer the EFC Mortgage Services through the
XxxxXxXxxxxx.xxx Internet Portal hosted by UBUY and included in some
of the UBUY Programs. UBUY is responsible for all development and
hosting fees associated with the Internet Portal.
9. UBUY shall submit all printed and scripted marketing materials to
EFC for its approval.
10. EFC shall pay to $50.00 for each mortgage lead generated by UBUY,
according to the following terms and conditions:
(a) The fees outlined above are not brokerage fees. They are a fee
for leads.
(b) UBUY shall remit all Member information along with any for
each program, in a computer compatible format on a weekly
basis or sooner.
(c) Said fees shall be paid by the fifteenth day of each month for
all programs.
(d) The UBUY fees in this Agreement will include a most favored
nations pricing guaranteeing that UBUY will always receive
EFC's best fees for Mortgage Services.
FULFILMENT AND CUSTOMER SERVICE
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After a UBUY Member is provided to EFC, EFC shall provide all future services
including but not limited to the application process, customer service and
ongoing support of the UBUY Member for the EFC services enrolled in.
11. Each party acknowledges that during the Term, it shall have access
to the confidential information and trade secrets of the other,
consisting of UBUY's customer list and information concerning EFC'S
methods of operations, attorney lists, systems, products, and
membership information. Each party acknowledges and agrees that the
foregoing confidential information is confidential and proprietary.
Accordingly, each party agrees not to disseminate or use any
confidential information of the other party for any purposes except
as expressly authorized in this Agreement, whether during or after
the termination of the Term within the geographical scope of the
United States of America. Furthermore, EFC agrees that during the
term of this Agreement and any time thereafter, UBUY's Client's and
Members shall remain the sole property of UBUY and cannot be
utilized for any other EFC or EFC successor's internal promotions,
list enhancements or other list promotions by other companies, or
for any other reason, without the written permission of UBUY.
12. EFC and UBUY declare that the territorial and time limitations,
stated herein, are reasonable and properly required for the adequate
protection of the business of EFC and UBUY. In the event that any of
the territorial or time limitations are deemed to be unreasonable by
a court of competent jurisdiction, then all parties agree and submit
to the reduction of either the territorial or time limitation as the
court deems reasonable.
13. Each party acknowledges that the other would be irreparably damaged
by any breach of the covenants herein and that such damages could
not be adequately remedied by damages. Accordingly, each party agree
that these covenants may be enforced by injunction against any
breach or threatened breach, without waiving or affecting any claim
for damages or other relief.
14. Each party agrees to indemnify and hold the other harmless with
respect to any and all losses, damages or expenses (including
reasonable attorrney's fees) which either party shall sustain as a
result of the other's negligent, willful or wanton misconduct in
carrying out the responsibilities in this Agreement.
MISCELLANEOUS
15. The parties agree that this Agreement shall be subject to and
governed by the laws of the State of Florida. Venue shall be in
Broward County, Florida.
16. The parties hereby agree if any provision of this Agreement is held
to be invalid or unenforceable, all other provisions shall
nevertheless continue in full force and effect.
17. The parties hereby agree that in the event a sEFC is initiated with
reference to this Agreement by any party, the prevailing party shall
be entitled to an award of
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reasonable attorneys fees and disbursements incurred by such party
in connection therewith, including but not limited to fees and
disbursements in administrative, regulatory, insolvency, bankruptcy
and appellate proceedings.
18. The parties hereby agree that modification and waiver of any of the
provisions of this Agreement shall be effective only if made in
writing and executed with the same formality as this Agreement. The
failure of any party to insist upon strict performance of any of the
provisions of this Agreement shall not be construed as a waiver of
any subsequent default or breaches of the same or similar nature.
19. The parties hereby agree that this Agreement contains the entire
understanding of the parties and replaces any previous Agreements
between the parties. There are no representations, covenants,
warranties or undertakings other than those expressly set forth in
this agreement.
20. This agreement shall be binding on and insure to the benefit of the
respective parties hereto and their successors and assigns.
21. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument and may be delivered by facsimile;
facsimile signatures shall have the force and effect of original
signatures.
22. All notices required or allowed hereunder shall be in writing and
shall be deemed given upon (1) hand delivery or (2) deposit of same
in the United States Certified Mail, Return Receipt Requested, first
class postage and registration fees prepaid and correctly addressed
to the party for whom intended at the address listed in the first
page hereof, or such other address as is most recently noticed for
such party.
23. All references to gender or number in this Agreement shall be deemed
interchangeably to have a masculine, feminine, neuter, singular or
plural meaning, as the sense of the text requires.
24. Each party represents and warrants to the other as follows:
(a) the execution, delivery and performance of this Agreement (1)
has been duly authorized by all necessary or appropriate acts
or proceedings, corporate or otherwise; (2) does not violate
or conflict with any provision of its respective Articles of
Incorporation, ByLaws, or standing resolutions; and (3) does
not violate or result in a breach or default (with the giving
of notice, the passage of time, or otherwise) under any
contract, understanding, judgment order, writ, law, or
regulation that is applicable to the representing party or its
assets.
(b) this Agreement is the valid, legal and binding obligation, and
Agreement of the representing party, and is enforceable
against it in accordance with its terms
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(c) each representing party is a duly organized and validly
existing corporation, in good standing in the respective
jurisdiction of its incorporation.
IN WITNESS WHEREOF, this Agreement has been executed and delivered in the
manner prescribed by law on the date first written above.
Xxxx.xxx, Ltd
By:_________________________________
____________________________________
Print Name/Title
Express Financial Corporation
By:_________________________________
Print Name/Title
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