The Alliance. LOAN shall market GREENPOINT MORTGAGE FUNDING INC's various home equity programs and products to Internet users. The Alliance shall include a comprehensive marketing plan designed, executed, and paid for by E- LOAN, that will attract visitors to E-LOAN's web site ("Customers") for the purpose of obtaining home equity loans from GREENPOINT MORTGAGE FUNDING INC and other second mortgage companies. In addition, E-LOAN will advise Customers regarding the various mortgage programs and products that GREENPOINT MORTGAGE FUNDING INC offers and match Customers with specific GREENPOINT MORTGAGE FUNDING INC mortgage products. E-LOAN will then engage Customers in on-line pre-qualification interviews and help Customers complete an on-line preliminary application form for GREENPOINT MORTGAGE FUNDING INC mortgage products. As part of the Program, E-LOAN will transfer all completed preliminary applications to GREENPOINT MORTGAGE FUNDING INC for further processing. E-LOAN will develop a program that will offer its Customers that close a loan during the term of this Agreement the option to be contacted by GREENPOINT MORTGAGE FUNDING INC regarding home equity loan programs. E-LOAN will be responsible for contacting its Customers about this offer and forwarding to GREENPOINT MORTGAGE FUNDING INC its Customers who wish to be contacted by GREENPOINT MORTGAGE FUNDING INC. GREENPOINT MORTGAGE FUNDING INC will be responsible for contacting E-LOAN's Customers, who have agreed to be contacted and counsel those Customers about GREENPOINT MORTGAGE FUNDING INC's various home equity loan programs. GREENPOINT MORTGAGE FUNDING INC will be the exclusive partner of E-LOAN for this program. E-LOAN will develop and execute a Direct Mail Marketing Program ("Direct Mail Marketing Program") that will target previous Customer's of E-LOAN, via e-mail, and offer those Customer's GREENPOINT MORTGAGE FUNDING INC home equity loan products. E-LOAN will have creative control over this Program and will execute the Direct Mail Marketing Program no later than September 29, 1999. For the fee set forth in Section 2 (b), E-LOAN will send no less than 2,800 e-mails to its Customers and all responses will be automatically transmitted to GREENPOINT MORTGAGE FUNDING INC for follow-up. E-LOAN will send a minimum of [*] qualified home equity loan leads ("Minimum Guarantee") to GREENPOINT MORTGAGE FUNDING INC during the term of this Agreement. In the event that E-LOAN does not deliver the Minimum Guarantee to GREENPOINT MORTGAGE FUNDING INC, E-LOAN will extend the term of this Agreement until the Minimum Guarantee is met, but for no more than six months. In the event that E-LOAN exceeds the Minimum Guarantee during the term of this Agreement, the Agreement will be automatically terminated unless both parties mutually agree to extend this Agreement. E-LOAN estimates that it will send 4,800 qualified leads to GREENPOINT MORTGAGE FUNDING INC in the first year of this Agreement and 9,600 qualified leads in the second year of this Agreement. Although E-LOAN shall market GREENPOINT MORTGAGE FUNDING INC to its Customers as required by the Program: (i) E-LOAN shall not be required to, and shall not, endorse GREENPOINT MORTGAGE FUNDING INC, in any communications under the Alliance that are targeted to Customers; (ii) E-LOAN shall not be required to recommend GREENPOINT MORTGAGE FUNDING INC as a home equity loan provider and (iii) E-LOAN shall not be required to, and shall not as part of the Alliance, provide advice, counseling or assistance to Customers in connection with any particular home equity loan, for which they have applied to GREENPOINT MORTGAGE FUNDING INC. Compensation. Beginning the Effective Date, GREENPOINT MORTGAGE FUNDING INC shall pay a fee to E-Loan ("Set-Up Fee") for the creation and costs incurred to launch the Sections 1(a) and 1(b) of the Alliance. The amount of the Set-Up Fee shall be [*]. The Set-Up Fee is a one-time, non-refundable fee payable to E-LOAN no more than thirty (30) days following the Effective Date of this Agreement. Beginning the Effective Date, GREENPOINT MORTGAGE FUNDING INC shall pay a fee to E-LOAN ("Direct Mail Marketing Fee") for the creation and execution of the Direct Mail Program described in Section 1 (c) of this Agreement. The amount of the Direct Mail Marketing Fee shall be [*] and is and payable thirty days after the execution and completion of the Direct Mail Program. Beginning the Effective Date, GREENPOINT MORTGAGE FUNDING INC shall pay a fee to E-Loan ("Quarterly Maintenance Fee") for the costs incurred to maintain the Alliance. The amount of the Quarterly Maintenance Fee shall be [*]. Beginning the Effective Date, GREENPOINT MORTGAGE FUNDING INC shall pay a fee to E-LOAN ("Quarterly Marketing Fee") for the marketing provided under the Alliance. The amount of the Quarterly Marketing Fee shall be [*] per quarter for the first year of this Agreement and [*] per quarter for the second year of this Agreement. Should E-LOAN deliver the Minimum Guarantee prior to the end of the term of this Agreement, all Quarterly Fees contained in this Agreement shall be due and payable to E-LOAN within thirty (30) days of such event. All Quarterly Marketing Fees and Quarterly Maintenance Fees shall be paid within thirty (30) days following the end of each quarter. The Parties each acknowledge and agree that the these fees reflects the reasonable and fair market value of the goods and services to be provided by E- LOAN under the Alliance, without regard to the value or volume of home equity loans that may be attributable to the Alliance. Compensation under this Agreement will be subject to change by mutual agreement of the parties, to the extent necessary to comply with federal and state laws and regulations, including the Real Estate Settlement Procedures Act (RESPA). If, in the reasonable discretion of either party, the compensation arrangements fail to comply with any applicable law, or either party is advised by counsel or a regulatory body with jurisdiction over its activities to terminate or modify the Agreement or compensation arrangements to achieve compliance, the other party shall cooperate to the extent necessary to achieve compliance, including, but not limited to executing any appropriate amendments to the Agreement. If any regulatory authority with jurisdiction over the parties determines that the compensation paid in consideration of the activities conducted hereunder violates or would violate any applicable law or rule, the parties agree that appropriate adjustments (including retroactive adjustments) will be made to vitiate the effect of such violation. Term and Termination.
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The Alliance. (a) E-LOAN shall market GREENPOINT MORTGAGE FUNDING INC's various home equity programs and products to Internet users. The Alliance shall include a comprehensive marketing plan designed, executed, and paid for by E- E-LOAN, that will attract visitors to E-LOAN's web site ("Customers") for the purpose of obtaining home equity loans from GREENPOINT MORTGAGE FUNDING INC and other second mortgage companies. In addition, E-LOAN will advise Customers regarding the various mortgage programs and products that GREENPOINT MORTGAGE FUNDING INC offers and match Customers with specific GREENPOINT MORTGAGE FUNDING INC mortgage products. E-LOAN will then engage Customers in on-line pre-qualification interviews and help Customers complete an on-line preliminary application form for GREENPOINT MORTGAGE FUNDING INC mortgage products. As part of the Program, E-LOAN will transfer all completed preliminary applications to GREENPOINT MORTGAGE FUNDING INC for further processing. .
(b) E-LOAN will develop a program that will offer its Customers that close a loan during the term of this Agreement the option to be contacted by GREENPOINT MORTGAGE FUNDING INC regarding home equity loan programs. E-LOAN will be responsible for contacting its Customers about this offer and forwarding to GREENPOINT MORTGAGE FUNDING INC its Customers who wish to be contacted by GREENPOINT MORTGAGE FUNDING INC. GREENPOINT MORTGAGE FUNDING INC will be responsible for contacting E-LOAN's Customers, who have agreed to be contacted and counsel those Customers about GREENPOINT MORTGAGE FUNDING INC's various home equity loan programs. GREENPOINT MORTGAGE FUNDING INC will be the exclusive partner of E-LOAN for this program. .
(c) E-LOAN will develop and execute a Direct Mail Marketing Program ("Direct Mail Marketing Program") that will target previous Customer's of E-LOAN, via e-mail, and offer those Customer's GREENPOINT MORTGAGE FUNDING INC home equity loan products. E-LOAN will have creative control over this Program and will execute the Direct Mail Marketing Program no later than September 29, 1999. For the fee set forth in Section 2 (b), E-LOAN will send no less than 2,800 e-mails to its Customers and all responses will be automatically transmitted to GREENPOINT MORTGAGE FUNDING INC for follow-up. .
(d) E-LOAN will send a minimum of [*] qualified home equity loan leads ("Minimum Guarantee") to GREENPOINT MORTGAGE FUNDING INC during the term of this Agreement. In the event that E-LOAN does not deliver the Minimum Guarantee to GREENPOINT MORTGAGE FUNDING INC, E-LOAN will extend the term of this Agreement until the Minimum Guarantee is met, but for no more than six months. In the event that E-LOAN exceeds the Minimum Guarantee during the term of this Agreement, the Agreement will be automatically terminated unless both parties mutually agree to extend this Agreement. E-LOAN estimates that it will send 4,800 qualified leads to GREENPOINT MORTGAGE FUNDING INC in the first year of this Agreement and 9,600 qualified leads in the second year of this Agreement. .
(e) Although E-LOAN shall market GREENPOINT MORTGAGE FUNDING INC to its Customers as required by the Program: (i) E-LOAN shall not be required to, and shall not, endorse GREENPOINT MORTGAGE FUNDING INC, in any communications under the Alliance that are targeted to Customers; (ii) E-LOAN shall not be required to recommend GREENPOINT MORTGAGE FUNDING INC as a home equity loan provider and (iii) E-LOAN shall not be required to, and shall not as part of the Alliance, provide advice, counseling or assistance to Customers in connection with any particular home equity loan, for which they have applied to GREENPOINT MORTGAGE FUNDING INC. Compensation. Beginning the Effective Date, GREENPOINT MORTGAGE FUNDING INC shall pay a fee to E-Loan ("Set-Up Fee") for the creation and costs incurred to launch the Sections 1(a) and 1(b) of the Alliance. The amount of the Set-Up Fee shall be [*]. The Set-Up Fee is a one-time, non-refundable fee payable to E-LOAN no more than thirty (30) days following the Effective Date of this Agreement. Beginning the Effective Date, GREENPOINT MORTGAGE FUNDING INC shall pay a fee to E-LOAN ("Direct Mail Marketing Fee") for the creation and execution of the Direct Mail Program described in Section 1 (c) of this Agreement. The amount of the Direct Mail Marketing Fee shall be [*] and is and payable thirty days after the execution and completion of the Direct Mail Program. Beginning the Effective Date, GREENPOINT MORTGAGE FUNDING INC shall pay a fee to E-Loan ("Quarterly Maintenance Fee") for the costs incurred to maintain the Alliance. The amount of the Quarterly Maintenance Fee shall be [*]. Beginning the Effective Date, GREENPOINT MORTGAGE FUNDING INC shall pay a fee to E-LOAN ("Quarterly Marketing Fee") for the marketing provided under the Alliance. The amount of the Quarterly Marketing Fee shall be [*] per quarter for the first year of this Agreement and [*] per quarter for the second year of this Agreement. Should E-LOAN deliver the Minimum Guarantee prior to the end of the term of this Agreement, all Quarterly Fees contained in this Agreement shall be due and payable to E-LOAN within thirty (30) days of such event. All Quarterly Marketing Fees and Quarterly Maintenance Fees shall be paid within thirty (30) days following the end of each quarter. The Parties each acknowledge and agree that the these fees reflects the reasonable and fair market value of the goods and services to be provided by E- LOAN under the Alliance, without regard to the value or volume of home equity loans that may be attributable to the Alliance. Compensation under this Agreement will be subject to change by mutual agreement of the parties, to the extent necessary to comply with federal and state laws and regulations, including the Real Estate Settlement Procedures Act (RESPA). If, in the reasonable discretion of either party, the compensation arrangements fail to comply with any applicable law, or either party is advised by counsel or a regulatory body with jurisdiction over its activities to terminate or modify the Agreement or compensation arrangements to achieve compliance, the other party shall cooperate to the extent necessary to achieve compliance, including, but not limited to executing any appropriate amendments to the Agreement. If any regulatory authority with jurisdiction over the parties determines that the compensation paid in consideration of the activities conducted hereunder violates or would violate any applicable law or rule, the parties agree that appropriate adjustments (including retroactive adjustments) will be made to vitiate the effect of such violation. Term and Termination.
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