This Agreement defines your relationship with Apartments Illustrated, Inc. and Rent-Direct.com ("RD"). This Agreement contains the complete terms and conditions that apply to your participation in the Affiliate Program: Individuals of RD (the "Program"). As used in this Agreement, "we" means RD, and "you" means the applicant party or "associate". "Site" means a World Wide Web site.

1. Enrollment in the Program

1.1 You may submit a completed Program application to begin the enrollment process. Submission of your application to the RD Program implies acceptance of the terms set forth in this Agreement.

1.2 We will evaluate your application and notify you of your acceptance or rejection. We may reject your application if, in our sole discretion, we determine for any reason that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that contain harmful, offensive, obscene, defamatory, illegal, threatening, harassing, infringing or racially or ethnically, or otherwise, objectionable content. If we reject your application, you may reapply to the Program at any time; however, you may not link to our Site unless you are approved for the Program. In any event, RD reserves the right to reject any applicant for any reason or no reason whatsoever.

2. Links on Your Site

2.1 You will link your Site to our Site using URLs specified in the Program (the "Required URLs"). You may post as many links to the Required URLs as you like on your site. The position, prominence and nature of links on your Site shall comply with any requirements specified in this Agreement.

2.2 General Link to RD Home Page: You may provide a general link on your Site to our home page in a format to be approved by us. We will provide you with guidelines, content and graphical artwork ("Product Information") to use in linking to our home page. RD may with or without notice (a) change, suspend or discontinue any aspect of a Service (b) remove, alter, or modify any graphic, banner, content, or text submitted by us to you for use in connection with the sale of our Services ("RD Content"). You agree to promptly implement any request from us to remove, alter or modify any of your content or related content appearing on your site. Any failure by you to comply with the terms of this paragraph shall entitle us to, in addition to any other remedies available, withhold payment on any applicable sales due to you.

2.3 Prohibitions: You understand and acknowledge that this Agreement is made between you and RD and is solely for the purpose of allowing you to link to the RD website and/or participate in the Program whether or not you have a website that links to RD's Site.

2.3.1. You may NOT use the name RD, or any of RD's product names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including without limitation, those names, logos, service marks, trade dress, copyrights, and proprietary technology currently used or which may be developed and/or used by it in the future except as expressly authorized by this Agreement (collectively, "RD Property").

2.3.2. In particular, you may NOT use Rent-Direct.com or any variation thereof, in metatags; you may NOT use the RD Property, or any variation thereof, in hidden text or source code.

2.3.3. You may NOT use RD Property, any variation thereof, in your domain name or any other part of your Universal Record Locator (URL). Further, your Site may not, in any way, resemble or look or feel or create the impression of RD's Site.

2.3.4. You may not make any representations, warranties, or other statements concerning the Site, products or services and/or policies of RD.

2.3.5. You may NOT engineer your site in such a manner that pulls Internet traffic away from RD.

2.3.6. You may NOT wrap or frame our Sites in any manner.

2.3.7. You may NOT purchase or bid for the placement of the terms herein, on any third party search engine or portal, including but not limited to, AOL.com, ask.com, excite.com, findwhat.com, Google.com, hotbot.com, looksmart.com, lycos.com, MSN.com, netscape.com, Yahoo.com using RD or its competitors trademark or any variation thereof. Bidding on these terms and redirecting links using the RD name are NOT permissible.

2.3.8. You agree that you will not send, transmit and/or distribute any email that in any way suggests or implies that RD was the sender or sponsor of such email or procured or induced you to send such email.

Additionally, you will identify yourself (the Associate) as the sender of the email and ensure the email does NOT contain a falsified sender name and does NOT include a false or misleading subject line.

2.3.9. You agree that you will not, at the same time that you are an Affiliate with RD, also be an associate, affiliate, or in any way affiliated with any other company that is substantially the same type of company and which operates in substantially the same geographic area or overlapping areas.

2.3.10. You agree that you will not forward, redistribute, or otherwise repurpose any email marketing that RD sends to its Affiliates, Associates and/or customers.

2.3.11. You agree that you will send emails only to those recipients who have opted in to receive emails from you.

2.3.12. You agree that all email marketing shall include language that notifies the recipient that he/she may unsubscribe or "opt out" from further email solicitations from you.

2.3.13. You will comply with all local, state and federal laws as amended (including, but not limited to, the "CAN-SPAM" Act, effective January 1, 2004) regarding all email marketing.

3. Subscription Processing

3.1 "Subscription" means the purchase of RD's apartment listing service for renters. We will process Subscriptions placed by your referred customers who use your unique Promotional Code when Subscribing to RD's services. If you are a corporation, RD may design a search form especially coded for your site. In that event, a Promotional Code is not necessary for transactions to be processed from your site.

You received your unique Promotional Code when you enrolled in the Program. By using your Promotional Code, your referred customers will receive a discount off of the everyday Subscription price to RD's services. Your Promotional Code is the only way to ensure the proper tracking of the sale, and therefore, the only way to ensure your receiving a commission for the sale.

Your referred customers may use your Promotional Code when performing an initial search of RD's listings (a prospect search), in which case, your Promotional Code will be saved in your customer's guest account until your customer Subscribes to RD. When your referred customer Subscribes, our systems will recognize the previously entered Promotional Code and you will earn a commission.

During the Subscription process, if your referred customer has not previously entered your Promotional Code, our Site will request that your customer now enter your Promotional Code. When the code is verified and the sale is completed, you will have earned a commission. If your referred customer does not use your Promotional Code, you will not receive a commission and your customer will not receive the reduced Subscription price.

If your referred customer chooses to Subscribe to RD's services either over the phone, by fax, or in person at RD's offices, RD will ask if your customer has a Promotional Code. If your referred customer provides a valid Promotional Code, you will have earned the specified commission.

3.2 We will be responsible for all aspects of subscription processing and fulfillment, including customer service.

3.3 We will track sales made to customers who Subscribe to RD's services using your Promotional Code when subscribing, whether they Subscribed from a link on your Site, on our Site, by phone, or in person at our office. We will email you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our reasonable discretion.

4. Commissions

4.1 RD will pay you, within thirty (30) days after the end of each calendar month in accordance with the agreed upon commission schedule. The check will be for the applicable commission (less any taxes required to be withheld pursuant to applicable law and less any cancellations, refunds, or chargebacks). You will be given a password which will enable you to view your sales statistics online.

4.2 RD will pay you a commission only on the original RD membership sale to your referred customer.

5. Commission Schedule

5.1 You will earn commissions based on the sale prices of RD Services, according to fee schedules to be established by us and posted on the Program website. "Sale price" is the same as the "Subscription price", and means the purchase price of RD's Services to renters listed on the RD Site, and excludes taxes.

6. Policies and Pricing

6.1 Customers who buy products through this Program will be deemed to be customers of RD without affecting their status as your customer. Accordingly, all RD rules, policies, and operating procedures concerning Subscriptions and customer service will apply to those customers with respect to their transactions at RD. We may change our policies and operating procedures at any time consistent with applicable laws. For example, we will determine the prices to be charged for services sold under this Program in accordance with our own pricing policies. Service prices may vary from time to time.

7. Limited License

7.1 We grant you a nonexclusive, revocable right to use our provided banners, tiles, and text links for the sole purpose of identifying your site as a Program participant and to assist in generating sales of RD's Services, subject to the terms and conditions solely as set forth in this Agreement. You may not modify any of our images in any way. We reserve all of our rights in the image, the message, the RD property, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those may change from time to time. We may revoke your license at any time by giving you prior notice.

7.2 Each party owns and shall retain all rights, title, interests in its names, logos, trademarks, service marks, trade dress, copyrights, and proprietary technology.

8. Responsibility for Your Site

8.1 You will be solely responsible for the development, operation, and maintenance of your site and for all content that appears on your site. You will ensure that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) and you will ensure that content posted on your site is not libelous or otherwise illegal

8.2 We disclaim all liability for these matters and any other matters that arise indirectly, specially, or consequentially in connection with this Agreement. Further, you will defend, indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your Site and/or any of your representations and warranties set forth herein.

9. Terms of this Agreement

9.1 The terms of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party prior notice of termination. Upon termination, all RD and Product related content and links shall be promptly removed from your site. You are only eligible to earn commissions on sales of RD's Services occurring during the term, and fees earned through the date of termination will remain payable. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

10. Modification

10.1 We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. We will also make commercially reasonable efforts to notify you of such changes prior to implementation. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE AND/OR SENDING YOU THE CHANGE NOTICE WILL CONSTITUE BINDING ACCEPTANCE OF THE CHANGE.

11. Relationship of Parties

11.1 You and we 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 a) have no authority to make or accept any offers or representations on our behalf; and b) not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

12. Limitation of Liability

12.1 We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program.

13. Disclaimers

13.1 We make no express or implied warranties or representations with respect to the Program or any Services sold through the Program (including, without limitation, warranties of habitability, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors; however, we will make commercially reasonable efforts to correct errors or interruptions promptly.

14. Independent Investigation

14.1 YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL

ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME

(DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY

DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT

ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY

EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT

RELYING ON ANY REPRESENTATIONS, GUARANGEE, OR STATEMENT OTHER THAN AS

SET FORTH IN THIS AGREEMENT.

15. Miscellaneous

15.1 This Agreement will be governed by the laws of the United States and the state of New York, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts having venue in or for New York, New York and you irrevocably consent to the jurisdiction of such courts.

15.2 You may not assign this Agreement, by operation of law or otherwise, without RD's prior written consent.

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

WE RESERVE THE RIGHT IN OUR SOLE DISCRETION TO MODIFY THESE GUIDELINES AT ANY TIME. WE RESERVE THE RIGHT TO TAKE ACTION AGAINST ANY USE THAT DOES NOT CONFORM TO THESE GUIDELINES. BY FILLING OUT AND SUBMITTING THE APPLICATION FORM DISCUSSED HEREIN, I AGREE TO THE TERMS OF THIS AGREEMENT AND DESIRE TO BECOME AN ASSOCIATE OF RD UNDER THESE TERMS AND CONDITIONS.