This Arrangement is made and executed at Bangalore on this date and further shall be made effective from (‘Effective Date’).

BY AND BETWEEN

HOME EQUITY INDIA PRIVATE LIMITED (HEIPL), with Domain name WhatsLoan.com, a company incorporated in India under the Companies Act, 2013 (bearing CIN PAN GST NUMBER 29AADCN0695A1ZL) and whose Registered Office NO 305,Classique Mansion, 6th Cross , HAL II Stage, Indiranagar, Bangalore 560008, hereinafter referred to as ‘HEIPL ’or ‘Home Equity’ or ‘us’ or 'Company' which expression shall unless repugnant to the context or contrary to the meaning thereof mean and include its successors and assigns) of the One Part;

,here in after referred to as with PAN NO & whose Registered Office is at here in after referred to as 'LRA’ (Loan Referral Associate) or ‘you'; which expression shall unless repugnant to the context or contrary to the meaning there of mean and include its successors and assigns of the Other Part; (if company).

,herein after referred to as with PAN NO and office at , here in after referred to as 'LRA’ or ‘you'; which expression shall unless repugnant to the context or contrary to the meaning thereof mean and include its successors and assigns) of the Other Part; (if individual) You and HEIPL are hereinafter each referred to as a "Party" and together the "Parties".

Whereas;

HEIPL is inter alia engaged in the business of developing, creating, designing, producing, marketing, maintenance and monetization of websites, mobile sites, web-based applications and mobile-based applications including setting up of portals, platform market place, internet based services, cloud management services, Software as a Service for monetary transactions and/or in the field of finance, e-commerce, media, telecommunication, engineering, human resource, information technology etc. whether in India or abroad.

The LRA is a registered Loan Referral Associate

Parties to this Arrangement have on this day entered into the following Arrangement for use of HEIPL’s web application and/or mobile application namely “WhatsLoan- LaaS”, as modified from time to time, here after collectively referred to as “Licensed Materials”.
(This Arrangement including Terms of Service and appendices attached hereto is hereafter collectively referred to as the “Arrangement”).

1. General Scope: LRA shall use reasonable efforts to promote and solicit loan referrals for HEIPL during the term of this Arrangement. If you are a party that fulfills the loan, then all activities pertaining to this will be executed by the partner leading to the successful loan disbursement. HEIPL reserves the right to change or modify or discontinue any of HEIPL products. Nothing in this Arrangement shall be construed as limiting in any manner the Company’s marketing or distribution activities or its appointment of other dealers, distributors, licensees, agents or representatives of any kind. LRA acknowledges and agrees that HEIPL is not bound to any price (or any other term) with respect to the sale of any HEIPL Product until it has accepted such sale and LRA will not represent or imply anything to the contrary to any party. LRA agrees to use good faith efforts to refer prospective borrowers to HEIPL and to introduce to LRA’s customer base and prospective customers as appropriate. The LRA will generate leads for HEIPL service via it’s sales efforts. The LRA’s roles and responsibilities are described in Annexure I.
2. Qualified Referrals - “Qualified Referrals” mean Referrals (a) referred by LRA to HEIPL and who complete the sign-up procedure on the HEIPL’s web and/or mobile application. HEIPL shall notify the LRA with three business days of receiving such notice if a customer or prospect qualifies as a Qualified Referral and whether HEIPL accepts such Qualified referral. For the purposes hereof, a “Qualified Referral” shall mean a customer or prospect: (i) that is not a current customer or prospect of HEIPL or its resellers or sales agents at the time of the referral; (ii) to whom LRA either has made a sales call or submitted a proposal within ninety (90) days prior to the referral; and (iii) that has been referred to HEIPL in compliance will all of the terms of this Arrangement. Approval and acceptance of any Qualified Referral or any sale of HEIPL Product shall be at HEIPL’s sole discretion, and HEIPL may reject any such Qualified Referral or any sale for any reason.
3. Referral Fees: Upon a Referral becoming a Qualified Referral, HEIPL shall pay LRA referral fees in arrears at the applicable percentage listed on Annexure II (“Referral Fee”) (excluding any incentives announced from time to time )
4. Warranty Disclaimer: COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE COMPANY PRODUCT OR THE SUBJECT MATTER OF THIS Arrangement. COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. LRA SHALL MAKE NO REPRESENTATION, GUARANTEE, OR WARRANTY CONCERNING THE COMPANY PRODUCT EXCEPT AS EXPRESSLY AUTHORIZED IN ADVANCE BY COMPANY IN WRITING.
5. Independent contractors: The relationship between the parties is that of independent contractors. Nothing in this Arrangement shall be deemed to create an employment, partnership, joint venture or agency relationship between the parties.
6. Indemnification: LRA shall indemnify and hold harmless HEIPL from and against any claim, suit or proceeding brought against HEIPL, by a third party alleging facts or circumstances that, if true, would constitute a breach of any covenant, representation or warranty of the LRA under this Arrangement.
7. Termination: Unless terminated earlier as provided herein, this Arrangement shall have the term set forth above (which commences on the Effective Date). Either party may terminate this Arrangement at any time, with or without cause, upon sixty (60) days written notice. Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other party arising from or incident to any termination of this Arrangement which complies with the terms of the Arrangement whether or not the terminating party is aware of any such damage, loss or expenses. Upon termination or expiration of this Arrangement for any reason whatsoever, LRA (i) shall immediately discontinue any use of the name, logotype, Marks or slogans of HEIPL, (ii) shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between the parties, (iii) will cease to promote, solicit orders for or procure orders for the HEIPL Product Notwithstanding the foregoing, Sections 5-11 and the right to payments accruing prior to or within three (3) months after the termination date, shall survive termination or expiration of this Arrangement.
8. Modifications: HEIPL may modify this Arrangement from time-to-time at its reasonable discretion by posting a change on the Site or notifying LRA via email. If LRA objects to any such change, LRA may terminate this Arrangement for cause. LRA’s continued participation in the Program following receipt of notice about changes to this Arrangement shall constitute binding acceptance of this Arrangement as amended.
9. Proprietary Information: The LRA acknowledges that, in the course of performing its duties under this Arrangement, it may obtain business, technical or financial information relating to Company, all of which is confidential and proprietary (“Proprietary Information”). The LRA and its employees and agents shall, at all times, both during the term of this Arrangement and after its termination, keep in trust and confidence all such Proprietary Information, and shall not use such Proprietary Information other than in the course of its duties as expressly provided in this Arrangement; nor shall the LRA or its employees or agents disclose any such Proprietary Information to any person without HEIPL’s prior written consent. The LRA shall not be bound by this Section with respect to information it can document has entered or later enters the public domain as a result of no act or omission of the LRA, or is lawfully received by the LRA from third parties without restriction and without breach of any duty of nondisclosure by any such third party.
10. No Waiver: Either Party’s failure to enforce the other Party’s strict performance of any provision of this Arrangement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Arrangement.
11. LIMITATION OF LIABILITY: In no event shall the party be liable to the other party for any special, incidental, indirect, exemplary, punitive, compensatory, or consequential damages (including loss of use, data, business or profits) arising out of or in connection with this Arrangement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not the other party has been advised of the possibility of such loss or damage. In any case, either party’s aggregate liability under and in lieu of this Arrangement will not exceed amount paid under this Arrangement, except for any claims pertaining to infringement of intellectual property rights. The foregoing limitations will survive and apply even if any limited remedy specified in this Arrangement is found to have failed of its essential purpose.
12. Indemnification: You will indemnify and hold HEIPL, its officers, employees, and agents harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses brought by a third party arising out of or in connection with: your breach of this Arrangement, including but not limited to your representations and warranties herein; and/ or any LRA Application.
13. Force Majeure: A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by HEIPL’s suppliers or defects in objects, materials or software of third parties. If a situation of force majeure lasts for more than thirty (30) days, either Party may terminate this Arrangement upon written notice to the other Party.
14. Entire Arrangement: This Arrangement represents the entire Arrangement among the Parties regarding the subject matter thereof and the Parties’ respective obligations and commitments herein. No other documents, or oral or written Arrangements among the Parties reflect in any way on the Arrangements laid out in this Arrangement. Whenever possible, each provision of this Arrangement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Arrangement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Arrangement.
15. Parties’ Expenses: The Parties shall each carry and pay all their respective costs, charges and expenses incurred by it in the performance of this Arrangement, except as otherwise may be agreed-upon by the Parties in writing in advance.
16. Miscellaneous.
    a. If any provision of this Arrangement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Arrangement will otherwise remain in full force and effect and enforceable.
    b. You have obtained or will obtain necessary permissions and approvals from parties whose information or on behalf of whom the information is being retrieved or authenticated using our web and/or mobile applications.
    c. Any modification of or changes to this Arrangement must be in a writing duly authorized by an authorized representative of HEIPL or pursuant to the Section titled “Modifications”.
    d. You may not assign any of the rights or obligations granted under this Arrangement, voluntarily or by operation of law (including without limitation in connection with a merger, acquisition, or sale of assets) except with the express written notice to HEIPL, and any attempted assignment in violation of this paragraph is void.
    e. HEIPL may assign, transfer or delegate any of its rights and obligations hereunder with consent. No agency, Partnership, joint venture, or employment relationship is created as a result of this Arrangement and neither party has any authority of any kind to bind the other in any respect.
    f. This Arrangement shall be governed by and construed in accordance with the laws of the Republic of India. You agree that any dispute arising from or relating to the subject matter of this Arrangement shall be governed by the exclusive jurisdiction and venue of Mumbai.
    g. The section and paragraph headings in this Arrangement, along with all provided annotations, are for convenience only and shall not affect the interpretation of this Arrangement. The failure of HEIPL to enforce any part of this Arrangement shall not constitute a waiver of its right to later enforce that or any other part of this Arrangement.
    h. Waiver of compliance in any particular instance does not mean that HEIPL will waive compliance in the future. In order for any waiver of any covenant or right under this Arrangement to be binding, such waiver must be memorialized in a writing duly authorized by HEIPL.
    i. Unless otherwise specified, all notices under this Arrangement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

1.LRA to refers leads for all kind of loans :Personal Loans, Auto Loans, Home Loans , Loans Against Properties (LAP) and any other Loans in India, our operational cities from our Lending Principals enclosed and this will be updated from time to time

2.Loan Leads have to be of first know level or sources ,where LRA knows the customer and has been referred from a first level known source.

3. Loan Referral will onboard the loan customer our mobile and/or web app, through which access is provided to assist the customer for document and data validation and prepare the customer to be loan ready . This will facilitate the LRA to help customer apply to a financial institution of the customer’s choice, or as recommended by the LRA with the help of the platform.

4. After Loan Lead is generated a Digital Loan Key, LRA will request HEIPL to send a loan file log-in and fulfillment by our team on the loan leads given to us .

5. LRA will take responsibility of the lead reference and HEIPL platform can verify the authenticity documents and data.

1. HEIPL will offer loan sanction and fulfillment as per customer choice or recommendation of the platform on best effort basis, to meet the needs using the technology and on ground support to deal with lenders.

2. HEIPL will digitally on-board customers with Digital Loan Key, which can be used for any financial service , and benefit of any service being availed by the customer first time and later will be passed on as per the pay-out structure defined in the Referral fee Annexure below. This can be changed from time to time upon mutual Arrangement.

3. HEIPL will take up handling lender side for sanction, disbursal and customer care , pre , post log in , disbursal and loan account handling , any cross sell opportunities with the customers referred will be considered for revenue share /fee share keeping the customer flagged off to the LRA , this will be applicable for any other loans directly done by the platform , for any other loans, insurance, mutual fund any investment or insurance products , used by the customers referred . HEIPL Platform will track and notify such new leads from referred customer with status updates on closure of such deals .

4. HEIPL will pay revenue share/fee/pay-out as received from Lending Banks/HFCs/NBFCs and BFSI companies as per the revenue/fee /pay-out sharing structure for first lead and subsequent cross sales by the platform

5. HEIPL takes responsibility for customer loan file, quick sanction, timely disbursal , loan service as per lending companies policies and processes applicable to the loan product , financial service.

1. LRA CAN CARRY FORWARD THE CASES FOR THE NEXT QUARTER TO REACH THE MAXIMIUM PAYOUT STRUCTURE.


2. THE DATE OF FIRST FULLFILLMENT OF THE LEAD WILL BE CONSIDERED FOR CALCULATION OF PAYOUT, EITHER MONTYLY, QUARTERLY, HALF YEARLY OR YEARLY.


3. EXCLUSIVE LRP CODES WILL BE ALLOCATED ON EMPANELLEMENT.

1. LRA* CAN CARRY FORWARD THE CASES FOR THE NEXT QUARTER TO REACH THE MAXIMIUM PAYOUT STRUCTURE.


2. THE DATE OF FIRST FULLFILLMENT OF THE LEAD WILL BE CONSIDERED FOR CALCULATION OF PAYOUT, EITHER MONTYLY, QUARTERLY, HALF YEARLY OR YEARLY.


3. EXCLUSIVE LRP CODES WILL BE ALLOCATED ON EMPANELLEMENT.