Affiliate Program Information

Definitions

"Affiliate" - The business, individual, website, digital property or entity participating in the Affiliate Program, or that displays GayRealEstate.com logos/or promotions on its website, or other means, using an affiliate tracking code in exchange for receiving a marketing fee from GayRealEstate.com (Hammerberg & Associates, Inc) for sales directly resulting from such display.

"Affiliate Site" - The Affiliate's website which displays GayRealEstate.com Products and Services and/or promotions.

"GayRealEstate.com Products and Services" - Database of LGBTQ Realtors representing the LGBTQ community in buying or selling a home.

"Marketing Fee" - The amount you will be paid for each successful home purchase or sale by a Referred Customer that you refer to GayRealEstate.com pursuant to the terms of this Agreement.

Promotion of Our Affiliate Relationship

Use of Links. If you qualify and agree to participate as an Affiliate, we will make a variety of graphic and textual links available to you (each referred to herein as a "Link" or collectively, as the "Links"). The Links will serve to identify your website as a member of the Affiliate Program and will establish a link from your website, digital property or email to GayRealEstate.com's website. You agree that your use of the Links must be in compliance with this Agreement at all times. You will not use graphic or textual images (indicating a Link) or text messages to promote GayRealEstate.com that are not approved in advance by GayRealEstate.com. You agree not to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred Customer's knowledge (e.g. iframe). Any information with respect to GayRealEstate.com that is going to be displayed on the Affiliate Site must be pre approved by GayRealEstate.com in writing.

Disclaimer. EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE GAYREALESTATE.COM TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) WITHOUT GAYREALESTATE.COM'S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE GAY REAL ESTATE, GAY REALTOR, LESBIAN REALTOR, GAYBORHOOD, GAY REAL ESTATE AGENT OR ANY COMBINATION IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY META TAGS, GOOGLE ADS, BING ADS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISEMENT, SEARCH TERMS, CODE, OR OTHERWISE; (iii) ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF GAYREALESTATE.COM'S IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF GAYREALESTATE IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF GAYREALESTATE'S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY GAYREALESTATE.COM'S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH GAYREALESTATE.COM SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF GAYREALESTATE.COM'S INTELLECTUAL PROPERTY RIGHTS.

Discounts and Coupons. You are not allowed to post any refunds, credits or discounts on GayRealEstate.com's services, or other content, without GayRealEstate.com's prior written consent in each instance. Each Link connecting users of the Affiliate Site to the pertinent area of the GayRealEstate.com website will in no way alter the look, feel, or functionality of the GayRealEstate.com website. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in your termination from the Affiliate Program or the withholding of Marketing Fees

FTC Endorsement Compliance

It is the intent of GayRealEstate.com to treat all of our customers fairly. Accordingly, we require all GayRealEstate.com Affiliates to comply with applicable laws, regulations and guidelines concerning advertising and marketing, including without limitation, the Federal Trade Commission (FTC) Endorsement Guides, which require that material connections between advertisers and endorsers be disclosed. This means that all Affiliate Sites (e.g. directories, review/rating websites, blogs, and other websites and digital property) and any email or collateral that provide an endorsement or assessment of GayRealEstate.com's Services must prominently disclose the fact that you receive compensation for Referred Customers.

You are advised to seek and obtain your own legal advice on how these rules apply to your website or other promotional activities for which you receive compensation.

GayRealEstate.com reserves the right to withhold Marketing Fees and cancel the affiliate relationship with you should we determine, at our sole discretion, that you are not in compliance with the previously mentioned FTC regulations or guides that we deem relevant.

Data Security

In addition to the obligations set forth in Section 4 (FTC Endorsement Compliance), Affiliate shall comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which Affiliate resides, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016.

Order Processing

GayRealEstate.com will track "contact agent" and "free relocation kit" requests placed by Referred Customers who follow the Links from an Affiliate Site to GayRealEstate.com. All aspects of GayRealEstate.com's referral services, cancellation, processing, refunds and payment processing will be our responsibility. We will track all of your unique URL leads/referrals generated by your Affiliate Site and will make this information available to you in a monthly report. To permit accurate tracking and reporting, you must ensure that the Links between your website and our website are properly formatted.

Commission Determination; Qualified Purchases

Marketing Fees will be calculated based on 35% of the total referral fee received by GayRealEstate.com, from a qualified closing, and do not include:

• A purchase or sale by a Referred Customer that has transferred from another GayRealEstate.com partner or subsidiary.
• A purchase or sale by a Referred Customer who is already associated with GayRealEsate.com or the real estate agent.
• A purchase or sale that was completed prior to the Affiliate joining the Affiliate Program or was not tracked properly through an Affiliate Link.
• A purchase that GayRealEstate.com suspects, in its sole discretion, is the result of fraud.
• A purchase by a Referred Customer if the Referred Customer was offered or received coupons, refunds, credits or discounts from the Affiliate.

GayRealEstate.com reserves the right to withhold payment of initial Marketing Fees to Affiliates who are new to the Affiliate Program, or who have Marketing Fees that are potentially fraudulent as determined by GayRealEstate.com in its sole discretion, to determine the legitimacy of Referred Customers.

GayRealEstate.com reserves the right to suspend the payment of Marketing Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Referred Customer.

Any attempt by an Affiliate to manipulate, falsify or inflate Referred Customers, Qualified Purchases or Sales, or Marketing Fees to intentionally defraud GayRealEstate.com or any violation of the terms of this Agreement constitutes immediate grounds for GayRealEstate.com to terminate the Affiliates participation in the Affiliate Program and will result in the forfeiture of any Marketing Fees due to the Affiliate.

Marketing Fees

• Marketing Fees will only become payable once you provide all relevant individual and or company information, including tax and address documentation.
• Marketing Fees will be calculated at 35% of the actual referral fee received by GayRealEstate.com.
• Marketing Fees will be processed and mailed approximately seven to ten (7-10) days after they are received and deposited by GayRealEstate.com.
• Marketing Fees shall be paid based on the current information in your Affiliate profile. You are required to notify us promptly of any change in your address or information.

You may choose to receive Commission Fees through PayPal, Bank Wire, or check, subject to the following conditions:

• PayPal Payments: Please refer to PayPal's fees and policy to ensure you are eligible to receive payment if you reside outside of the United States.
• Bank Wire: A $25.00 wire fee will be deducted from the marketing fee due and payable.
• GayRealEstate.com is not responsible for paying any third-party fees charged by PayPal or your bank in order for you to receive Affiliate Commission Fees.

GayRealEstate.com, in its sole discretion, reserves the right to modify the available commission payment methods or payment schedule at any time. Such changes shall take effect when posted.

Disputes: Marketing Affiliate is provided monthly reports. Disputes filed after forty-five (45) days of the date on which the event occurred will not be accepted by GayRealEstate.com and Affiliate forfeits forever any rights to a potential claim.

It is solely your responsibility to provide GayRealEstate.com with accurate tax and payment information that is necessary to issue a Marketing Fee to you. If GayRealEstate.com does not receive the necessary tax or payment information within ninety (90) days of a Qualified Purchase or Sale which would otherwise trigger a Marketing Fee, no Marketing Fee will be owed with respect to such Qualified Purchase or Sale.

Each Affiliate is required to submit a W8/W9 tax form before any Marketing Fee is paid. You are responsible for the payment of all taxes related to the Marketing Fees you receive under this Agreement. In compliance with U.S. tax laws, GayRealEstate.com (Hammerberg & Associates, Inc.) will issue a Form 1099 to Affiliates whose earnings meet or exceed the applicable threshold.

Any address change must be made in writing at least fifteen (15) business days prior to the scheduled closing, in order for the marketing fee to be processed correctly.

Reports of Qualified Purchases

Jodi Gerber, Operations Manager at GayRealEstate.com will provide a monthly report of agent contacts and relocation kit requests, and potential Qualified Purchases/Sales. An agent contacted by your referral lead does not equal a sale. A sale is only the actual physical closing of the purchase or sale of real estate. Additionally, deals do fall apart - a deal that shows pending or under contract should make it to closing, but we have no control over whether it ultimately does close or not. We are not liable for a failed closing, and you are due no Marketing Fee on any failed transactions.

GayRealEstate.com Responsibilities

We will provide all of the information necessary for you to make Links from your Affiliate Site to our site, and provide you access to graphics and banners for use.

Policies and Pricing

Referred Potential Customers who connect with a real estate agent through our affiliate network are deemed to be GayRealEstate.com Customers. GayRealEstate.com's Terms and Conditions, rules, policies, and operating procedures will apply to such customers. We may change our policies and operating procedures at any time. GayRealEstate.com Services and Marketing Fees may vary from time to time, from affiliate to affiliate, and from region to region.

E-mails and Publicity

You shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages (also known as "SPAM") without prior written consent from GayRealEstate.com, to be granted or denied in GayRealEstate.com's sole discretion, in each instance. Additionally, you may only send emails containing a GayRealEstate.com affiliate link and or a message regarding GayRealEstate.com to people who have previously consented to receiving such communications from you. Your failure to abide by this Section 14, the CAN-SPAM Act of 2003, our Anti-Spam Policy, and all applicable laws relating to email communications, in any manner, will be deemed a material breach of this Agreement by you and will result in the forfeiture by you of any and all rights you may have to any commissions and the termination of your participation in the Affiliate Program.

Licenses and Use of GayRealEstate.com Logos and Trademarks.

Subject to the limitations set forth in Section 3 above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable license to (i) access our website through the Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use the GayRealEstate.com trademark and logo and similar identifying material provided by us (collectively, the "Licensed Materials"), for the sole purpose of referring GayRealEstate.com Services on your website and as approved in advance by us. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials while you are an Affiliate in good standing and in compliance with all of the terms of this Agreement.

You shall not use the Licensed Materials for any purposes other than promoting GayRealEstate.com Services, without first submitting a sample to us and obtaining the express prior written consent of GayRealEstate.com in each instance. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays GayRealEstate.com, any hosted member of GayRealEstate.com or any GayRealEstate.com owner, employee or representative in a negative light. We reserve all of our rights in the Licensed Materials and your license to use such material is limited to the manner described herein. We may revoke your license at any time, by giving you written notice. If not previously revoked, this license shall immediately terminate upon the termination of your participation in the Affiliate Program.

You grant to us a non-exclusive license to utilize your name, title, trademarks, and logos (the "Affiliate Trademarks") in any advertisement or other materials used to promote GayRealEstate.com and the Affiliate Program, provided that GayRealEstate.com's use of the Affiliate Trademarks is not required and is at its sole discretion. This license shall terminate upon the termination of your participation in the Affiliate Program.

Term and Termination

The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause.

You are only eligible to earn Marketing Fees on Qualified Purchases and Sales occurring during the Term. Marketing Fees earned prior to the date of termination will be eligible for Marketing Fees only with a successful purchase or sale closing before termination.

Any Affiliate who violates this Agreement, or any applicable law will immediately forfeit any right to any and all not yet received Marketing Fees and will be immediately removed from the Affiliate Program.

GayRealEstate.com reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at any time for any reason, at GayRealEstate.com's sole discretion.

Modification

We may modify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring after the date on which you accept and agree to such modifications unless you otherwise agree herein.

Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program or any GayRealEstate.com Services offered through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, we make no representation that the operation of our website will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Customers during any period of interruption.

Relationship of Parties

You and GayRealEstate.com are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that contradicts anything in this section.

Representations and Warranties

You hereby represent and warrant to us as follows:

You have reviewed and understand this Agreement and agree to be bound by its terms.

Your acceptance of this Agreement and participation in the Affiliate Program will not violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.

You are the sole and exclusive owner of the Affiliate Trademarks and have the power to grant to GayRealEstate.com the license to use such marks in the manner contemplated herein, and such grant will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any third person or entity.

You are not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Agreement

There is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours with respect to the Affiliate Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

During the Term, you will not include in your website or digital property content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of our Terms and Conditions or Acceptable Use Policy.

Limitation of Liability

WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

Indemnification

You hereby agree to indemnify and hold harmless GayRealEstate.com (Hammerberg & Associates, Inc.) and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your Affiliate Site, including, without limitation, its development, operation, maintenance and content therein not attributable to us.

Confidentiality

Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, GayRealEstate.com customer and vendor lists, or pricing and sales information (including without limitation Marketing Fee rates), shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party not under any obligation of confidentiality to the disclosure hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) pursuant to a valid subpoena or order issued by a court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. In the event of such disclosure, the receiving party shall give the disclosing party prior notice before releasing any information unless giving such notice is prohibited.

Independent Investigation

You understand that we may at any time (directly or indirectly) solicit GayRealEstate.com Affiliate relationships on terms that may differ from those contained in this Agreement. We may also solicit relationships with entities that operate websites that are similar to or compete with your website or digital property. You have independently evaluated the desirability of participating in the GayRealEstate.com Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement

Miscellaneous

Governing Law. The laws of the State of California will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Riverside County, California and you irrevocably consent to the jurisdiction of such courts.

Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns

Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.