"You" means the applicant for YCC's Affiliate Program. "We", "us", "our" or "YCC" means YCC Inc. and any other affiliated company of YCC Corp., as applicable, doing business under either its own name or a fictitious name such as "Credit Wiz." "Program" means YCC's Affiliate Program, the purpose of which is to direct Internet business visitor traffic to the Program site and to promote the Full Credit Services featured on the Program site. "Program site" means a webpage or application designated by YCC for use in the Program, including, as applicable, www.YCC.com. "Your site" means your site or sites on the World Wide Web that you link to the Program site or to otherwise to participate in the Program. "Agreement" shall mean this Affiliate Agreement. "Desired Edge" shall mean Desired Edge Corporation and any successor or assignee. YOUR SUBMISSION OF AN APPLICATION TO BECOME AN AFFILIATE OR YOUR PARTICIPATION IN THE PROGRAM (OR YOUR CONTINUED PARTICIPATION, IF YOU WERE PREVIOUSLY AN YCC AFFILIATE) SHALL CONSTITUTE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

How to Qualify as an Affiliate:

1. You Must Be at Least 18 and Your Site Must Be Suitable. You must be at least 18 years old, your site must be owned and operated by you, you must be duly qualified and authorized to conduct business in the U.S., your address must be located in the U.S., and your site must not promote, contain, or link to another web site promoting or containing:

a. violence or hatred
b. criminal or illegal activities
c. sexually explicit material
d. discrimination based on race, color, sex, religion, nationality, disability, sexual orientation or age
e. libelous, defamatory, disparaging, obscene, offensive or other content that YCC deems inappropriate
f. material that infringes on trademark, copyright, patent, privacy, publicity or other proprietary rights of another party
g. false or misleading content
h. content or other material that specifically targets college students.
i. content that promotes the sale of alcohol, tobacco or firearms

In addition, you must not be our competitor, your site must be live (i.e., not under construction), its content must be up-to-date, neither you nor your site may be the subject of any governmental or regulatory investigation, action or proceeding, and neither you nor any of your principals or family members may be an YCC employee.

Apply to become an Affiliate by completing and submitting our Affiliate Application form. (If you were previously an YCC Affiliate, you do not need to submit a new Affiliate Application; your continued participation in the Program constitutes your acceptance of these terms and conditions.) We will let you know whether we approve or reject your application, which will be in our sole discretion, by sending our notice to the e-mail address(es) that you enter on your application. Your application and its contents will become our property and will not be returned to you.

After You've Been Approved As An Affiliate:

2. YCC Links and YCC Content. Once you have been accepted into the Program you will be eligible to participate in the Program subject to the terms and conditions contained herein. Within a reasonable time after your application has been accepted YCC will make available to you, via our Affiliate Program website, graphic and/or textual links, which will establish a direct hyperlink connection to the Program site and will allow YCC to track visitor activity as part of YCC's affiliate linking program with Desired Edge (each of which is referred to herein as a "Qualifying Link"). A Qualifying Link may consist of a banner advertisement, button, graphic image, text copy, storefront, product pop-up window or search box and may bear any combination of YCC's Marks (as defined in Section 9). These are the only links you will use to connect your site with the Program site or otherwise to refer visitors to the Program site. You may select as many Qualifying Links as you wish for display on your site or use in connection with the Program. You may NOT directly or indirectly display, serve, feature or make accessible (or permit a third party to do so) on your site or in any web banner or other advertisement or marketing or promotional material, or via any other channel (including, without limitation, enabling any link, web banner or marketing or promotional material to be Provided as a result of a keyword, Adword or other search term or identifying term used by a search engine or other referral service) (collectively, "Provide"), copy or content concerning or describing YCC or its affiliated companies or any of its or their products or services (any such copy or content, "YCC Content") that has not been either (i) provided directly by YCC, or (ii) approved in advance by YCC in writing in its sole discretion. You may NOT create any original YCC Content without YCC's prior written consent in its sole discretion. This Agreement covers website linking only: You may NOT send Qualifying Links to potential visitors by e-mail or e-mail YCC Content to third parties. You will earn a Commission (as defined in Section 7 below) only when business visitors are connected to the Program site through a Qualifying Link used by you in the format we specify and the other requirements in this Agreement are met. You must ensure that the Qualifying Links you use are properly formatted. You will follow any additional instructions or guidelines we provide for using the Qualifying Links and YCC Content, and you will display the Qualifying Links prominently on your site. You will cooperate fully with us to ensure that each Qualifying Link is maintained and used according to our requirements as described throughout this Agreement. At least once a month, you will check to ensure that each Qualifying Link you use is up-to-date and in the proper format.

3. YCC Keywords. You acknowledge and agree that YCC's names and trademarks (including, without limitation, any fictitious names or alternate brands such as "Credit Wiz", ") represent valuable goodwill of YCC and its affiliates and, accordingly, that a material consideration for YCC's payment to you of Commissions as described below is your continuing compliance with our policies and procedures regarding bidding on, purchasing or registering keywords, Adwords or other search terms or identifying terms used by a search engine or other referral service that consist of, contain or are similar to YCC trademarks (collectively, "YCC Keywords"). You hereby agree to comply with any such policies and procedures of which YCC notifies you. Specifically, and without limiting the foregoing, you agree that you will not purchase, bid on or register any YCC Keyword unless any link associated with your use of such YCC Keyword points SOLELY AND DIRECTLY either to (1) the Program site or (2) a webpage on your site featuring Qualifying Links. You may NOT use any YCC Keyword to link to a webpage or Provide any web content unless the webpage or web content features YCC Content that has been either provided directly by YCC or approved in advance by YCC in writing in its sole discretion. By way of example, you MAY use an YCC Keyword to link directly to a webpage on your site featuring YCC's Qualifying Links along with other credit card offers, but you MAY NOT use an YCC Keyword to link to any webpage or content featuring only non-YCC credit card offers. You agree not to use an YCC Keyword to Provide, or in connection with, any content or link other than as specifically permitted in this paragraph. In addition, at YCC's request, you agree to take all measures to cease any and all use of any YCC Keyword you have purchased or are using. In the event of your breach of this Section 3, you agree that, in addition to our other rights and remedies, we may require the relevant search engine provider or referral service to disable any YCC Keywords you own or are using.

4. Changes in Program or YCC Content. You will promptly (but in any event within 48 hours after the change date specified by YCC), and in accordance with YCC's instructions, substitute a Qualifying Link or any YCC Content with any new Qualifying Link or YCC Content we may provide from time to time. You will promptly (but in any event within 48 hours after the change date specified by YCC) implement any other required change in the Program in accordance with YCC's instructions following notice from us. You will not alter, modify, expand, bypass, circumvent, impair, disable or otherwise interfere with any Qualifying Link or alter or modify in any way (either advertently or inadvertently) any YCC Content that you are permitted to use under this Agreement.

5. Audit Rights. In our sole discretion and without advance notice, we may monitor your site at any time and audit your activities and operations as often as we wish to determine if you are using the Qualifying Links and the YCC Content properly and are complying with the terms of this Agreement, and otherwise to determine your continued eligibility and suitability for participation in the Program. You agree to furnish YCC and/or its regulators with any documents, records, information or assistance requested by us in connection with any such audit. In addition, you will immediately notify YCC of any malfunctioning Qualifying Link.

6. Your Site is Your Sole Responsibility. You will be solely responsible for the development, operation and maintenance of your site and for all contents and materials on your site, including links, graphics and text posted on your site, the accuracy and appropriateness of content on your site, and your site's continuing eligibility for participation in the Program in accordance with Section 1 above. In the event that your site at any time fails to maintain compliance with the Program eligibility requirements in Section 1, YCC may immediately terminate this Agreement by sending an e-mail notice as set forth in Section 12 below.

7. You Will Be Paid a Commission for New Customers. Subject to the terms of this Agreement, YCC through its service provider Desired Edge will pay you a referral fee of $3.50 (or such higher rate as we designate from time to time upon notice to you) (a "Commission") on each 1000 Unique Click Thrus. An "Unique Visitor" is defined as a business visitor that: (1) directly follows a Qualifying Link used by you in accordance with this Agreement to the Program site, and as a direct result, (2) completes and submits an online application form on the Program site for an YCC product or service, (3) meets all our application requirements (including, without limitation, verification of application information and payment of application fees), and (4) is approved, booked and tracked by us on our system as an "Unique Visitor" that has never been a customer of the YCC product or service for which the business visitor has applied. Payments will be made in accordance with Section 8 below.

Our determination of whether a business visitor qualifies as an Unique Visitor will be final and binding on you. At any time and without notice, we may change our policies and operating procedures for reviewing customer applications and for approving, booking and tracking Approved Accounts. No commission will be paid for a business visitor that our system or our service provider's system cannot track.

8. You Will Be Paid Monthly Commissions. Subject to the terms of this Agreement, you will be paid your Commissions on a monthly basis. Within a certain amount of time (generally 30 days) after the end of each month, YCC through its service provider Desired Edge will forward to you via check or other payment method any unpaid Commissions. In addition, if we determine that you are ineligible to be an Affiliate, you or your site does not meet the requirements in Section 1, or you are not performing your obligations according to the terms of this Agreement, you will forfeit any unpaid Commissions covered by this Section 8.

9. We Grant You a Limited License, and You Grant Us a Limited License. Each party to this Agreement grants the other party a limited, non-exclusive, non-transferable (except as otherwise set forth in this Agreement), revocable and royalty-free license to use its trademarks, logos, trade names and other content (collectively, "Marks") that it provides to the other party solely for the purpose of enabling the other party, in its sole option, to establish one or more Qualifying Links to the web site operated by the granting party. In addition, YCC may use your Marks to co-brand any area of the Program site which may be designated by YCC for use in the Program. No other use of a party's Marks is permitted without that party's prior written consent, which may be given or withheld in the party's sole discretion. A party will not alter or change the other party's Marks in any way, and each party will faithfully reproduce all proprietary notices provided by the other party for use with its Marks. No rights with respect to Marks or other proprietary information or materials of any party are granted except as expressly set forth in this Section 9. In particular, and without limiting any of the foregoing, each party shall retain sole ownership of its Marks, and all goodwill arising from usage thereof will belong to the party owning the Marks. IN ADDITION, WITHOUT LIMITING ANY OF THE FOREGOING, YOU MAY NOT DIRECTLY OR INDIRECTLY (I) SUBLICENSE, DISTRIBUTE OR OTHERWISE MAKE AVAILABLE ANY YCC MARKS, LINKS, YCC KEYWORDS OR OTHER YCC CONTENT FOR USE BY A THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, A SUB-AFFILIATE IN A "MASTER AFFILIATE" OR SIMILAR RELATIONSHIP), OR (II) ACT AS A "MASTER AFFILIATE" OR IN A SIMILAR CAPACITY BY ENABLING AND/OR PAYING COMPENSATION OR OTHER CONSIDERATION TO THIRD PARTIES TO REFER INTERNET TRAFFIC TO THE PROGRAM SITE, WITHOUT OBTAINING IN EITHER CASE YCC'S PRIOR WRITTEN CONSENT IN ITS SOLE DISCRETION AND WITHOUT EXECUTING A SEPARATE WRITTEN AGREEMENT WITH YCC IN A FORM PROVIDED BY YCC.

10. Other Prohibited Activities. You may not, directly or indirectly: (a) offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any coupon, discount or other benefit) for using the Qualifying Links or any YCC Keywords to access the Program site (e.g., by implementing any "rewards" program for persons or entities who use your Qualifying Links or YCC Keywords to access the Program site), or utilize any promotion code or other promotional opportunity in connection with the Program that has not been approved in advance by YCC in writing; (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to YCC by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Program site; (d) engage in application, purchase or other transactions of any kind on the Program site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to YCC's relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, etc.) are occurring, including, without limitation, including any YCC Marks or misspellings or variations thereof in any domain names, URL's, or metatags used in connection with your site or content; (f) post or serve any advertisements or promotional content around or in conjunction with the display of the Program site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action; (g) attempt to artificially increase your Commissions or other compensation from any source by manipulating the apparent traffic flow to the Program site or by engaging in (or requesting or encouraging a third party to engage in) spurious applications, purchases or other transactions on the Program site; or (h) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert Commissions from, any website that participates in the Program.

11. Privacy and Data Security. The Program site includes our privacy and security practices, which we intend to cover only our customers' information and not any information about you or any other Affiliates. You acknowledge that you have read these practices and understand the rules by which we collect, use, share and do not use or share, personal identifying information. The privacy and security practices may be changed by YCC at any time without notice. You will not do or say anything that contradicts or conflicts with the assurances in those practices. All information collected by YCC or you from or about visitors linking to the Program site (collectively, "Customer Information") shall be owned exclusively by YCC. You agree to comply with all applicable federal, state and local laws, regulations, guidelines, rules, ordinances, decrees, judgments and orders (collectively, "Laws") concerning privacy or data security.

12. Terms; Termination. The term or effective period of this Agreement will start upon our acceptance of your Affiliate Application, and will end when either you or we terminate this Agreement. Either you or we may terminate this Agreement at any time, for any reason or no reason, by giving the other party notice of termination, effective on the day after notice of termination; provided, however, that any notice of termination by YCC for your failure to comply with this Agreement shall be effective immediately if sent by e-mail. We will send termination and all other notices to you at the e-mail address that you specify in your application. You will send your termination notice by e-mail to Affiliates@YCC.com or such other address as we may specify in writing or by e-mail to you. When the term ends, you must immediately cease your use of our Marks and any Qualifying Links, YCC Keywords or YCC Content, you must immediately disable any Qualifying Links and cease any and all bidding for or use of any YCC Keywords, you will cease offering your site visitors access from your site to the Program site, and you no longer will be eligible to earn a Commission. Any Commission accrued but not paid prior to termination will be paid the next monthly payment period. If YCC believes you have breached this Agreement in any manner, YCC may disable your access to the Program. Any disablement by YCC pursuant to this Section 12 may occur with or without prior notice.

13. Changes to this Agreement. We may change, modify, add or delete any term or condition of this Agreement (collectively, a "Change"), at any time and in our sole discretion, by e-mail to you, effective on the date we specify. Changes may relate to, for example, the scope or type of Commissions, the Commission payment schedule, payment procedures and Program rules. IF ANY CHANGE IS UNACCEPTABLE TO YOU, YOU MAY TERMINATE THIS AGREEMENT UPON E-MAIL OR WRITTEN NOTICE TO US. YOUR CONTINUED PARTICIPATION IN THE PROGRAM AFTER WE GIVE NOTICE OF A CHANGE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

14. Independent Contractors. You and we are independent contractors in connection with this Agreement. A party, and its agents and employees, are not partners, agents, representatives, joint venturers or employees of the other party. You have no authority to make or accept any offer or representation on our behalf. You will not do or say anything to contradict this independent contractor relationship. In addition, you will not make any representation regarding YCC's relationship with Desired Edge.

15. Representations and Warranties. You represent and warrant to us that you have the authority to enter into this Agreement, that you are licensed (to the extent required by law) to do business and to carry out your obligations under this Agreement, and that, to your knowledge, there is nothing that would prevent or threaten your ability to perform your obligations in this Agreement. You also represent and warrant that you will comply with all applicable Laws in connection with your participation in the Program.

16. Warranty Disclaimers. THE PROGRAM SITE, THE QUALIFYING LINKS AND THE MARKS ARE PROVIDED "AS IS", WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. In addition, we make no representation or warranty that the operation of the Program site will be uninterrupted or error-free, and we will not be liable for any interruptions, down-time or errors. Furthermore, we make no representation or warranty regarding the number of times, if any, that YCC products or services will be marketed or promoted by YCC or the number of Approved Accounts which will result from visits from your site or a Qualifying Link. WE HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES EXCEPT FOR THOSE EXPRESSLY MADE IN THIS AGREEMENT.

17. Confidentiality. Without our prior written consent, you will not use or share with any third party any information relating to the number, percentage or type of visitors that follow a Qualifying Link to the Program site or relating to those visitors who are referred to the Program site through a Qualifying Link, regardless of whether they apply online or become an Approved Account. Also, you will not disclose or share with any third party the amount of Commissions paid to you under this Agreement. You also may not use or disclose any other information received or acquired by you about YCC's business, including without limitation information about YCC's products or services, selling and pricing information and procedures, price lists, and other reports and analyses containing or referring to such information, YCC's financial strategies, software (including source code, documentation and all other computer program materials), system and equipment designs, operating processes, and other technology, customer, applicant or end-user information (including, without limitation, the Customer Information, all information relating to visitors' financial services accounts or applications therefor, and any customer or applicant information subject to Laws regarding privacy or security), and the terms of any contract to which YCC is a party, in the course of the relationship contemplated by this Agreement. Such information and materials shall constitute the confidential and proprietary information of YCC.

18. Indemnification. You will defend, indemnify and hold harmless YCC, its affiliated companies and their respective directors, officers, employees, shareholders, agents and representatives from and against each claim, action, proceeding, liability, loss, damage and expense (including reasonable attorney fees) arising from our use of your Marks, from your non-performance of your obligations under this Agreement or misuse of any Qualifying Links, YCC Content or YCC Keywords, from a misrepresentation or a breach of a warranty you make to us in connection with this Agreement, from your non-compliance with Laws, from the development, operation, activity, maintenance or content of your site, or otherwise from your activities or omissions in connection with the Program.

19. Limitation of Liability. We will not be liable for indirect, special or consequential damages, or for any loss of revenue, profits or data, arising from or in connection with this Agreement or the Program, regardless of whether we were informed or had direct or imputed knowledge of the possibility of indirect, special or consequential damages. Nor will we be liable for any punitive damages. Except with respect to accrued Commission payment obligations, our total aggregate liability relating to this Agreement is $500. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY ACT OR OMISSION OF Desired Edge, INCLUDING ANY TERMINATION OR DISABLEMENT OF YOUR ACCESS TO THE PROGRAM OR TO Desired Edge'S SERVICES, NETWORKS OR PROGRAMS.

20. Independent Investigation. WE MAY AT ANY TIME DIRECTLY OR INDIRECTLY SOLICIT NEW CUSTOMERS OR AFFILIATES ON TERMS THAT MAY DIFFER FROM THOSE IN THIS AGREEMENT OR FROM THOSE IN EFFECT AT THE TIME OF THIS AGREEMENT. WE MAY OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM, AND YOU ARE NOT RELYING ON ANY REPRESENTATION, WARRANTY, GUARANTEE OR ASSURANCE OTHER THAN AS STATED IN THIS AGREEMENT.

21. Equitable Relief. You understand and acknowledge that in the event you fail to comply with Section 2, 3, 9, 10, 11, 12 or 17 of this Agreement, YCC will suffer irreparable harm which may not be adequately compensated for by monetary damages alone. You, therefore, agree that in the event of your breach or threatened breach of any of these provisions, YCC shall be entitled to injunctive and/or other preliminary or equitable relief, in addition to any other remedies available at law.

22. Choice of Laws; Venue. The laws of the Commonwealth of Pennsylvania will apply to the interpretation of this Agreement without giving effect to its conflict-of-laws principles. All disputes arising out of or relating to the subject matter of this Agreement shall be decided exclusively in the state or federal courts located in Philadelphia, Pennsylvania. You hereby consent to the exclusive jurisdiction and venue of such courts.

23. No Assignment. You will not assign any aspect of this Agreement to another person or entity without our prior written consent, which may be given or withheld in our sole discretion. We may assign any aspect of this Agreement freely upon e-mail notice to you.

24. Enforcement Rights. We may delay or waive enforcement of any provision of this Agreement without losing our right to enforce it or any other provision later. If any term in this Agreement is made unenforceable through new laws, regulations or court decisions, all other provisions will remain in full force.

25. Entire Agreement. This Agreement is the complete and entire statement of the contract between you and us regarding this relationship and will not be affected by any promotional materials or prior written or oral agreements or assurances. Except for Changes pursuant to Section 13 above, this Agreement may only be amended or modified by a writing signed by both parties. The section and headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

26. Continuation in Force. The following sections of this Agreement will remain in full force and effect following any termination or expiration of this Agreement: Sections 5, 11, 12, 15-20, 21-22, 24-26, and any other provisions which by their nature are intended to survive termination or expiration of this Agreement.