Terms and Conditions

IMPORTANT: PLEASE READ THE FOLLOWING CAREFULLY BEFORE AGREEING TO PARTICIPATE IN THE SHAREBUILDER AFFILIATE PROGRAM (THE "AFFILIATE PROGRAM"). YOUR PARTICIPATION IS CONDITIONED UPON YOUR ACCEPTANCE OF ALL TERMS AND CONDITIONS IN THIS AGREEMENT ("AGREEMENT"). BY SELECTING THE "SUBMIT" BUTTON AT THE BOTTOM OF THE AFFILIATE PROGRAM ONLINE APPLICATION, YOU ARE ENTERING INTO A LEGAL AGREEMENT WITH CAPITAL ONE SHAREBUILDER, INC., A REGISTERED BROKER-DEALER ("SHAREBUILDER"), FORMALLY INDICATING YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY SUCH TERMS AND CONDITIONS.

Defined Terms

In this Agreement: (a) "you" or "your" means you, the applicant applying to participate in the Affiliate Program, (b) "we" or "us" or "our" or "ShareBuilder" means Capital One ShareBuilder, Inc. (c) "our Web site" shall mean the ShareBuilder Web site currently located at www.sharebuilder.com, (d) "your Web site" means the World Wide Web site from which you will link to our Web site, (e) "Affiliate" means a party accepted as a member of the Affiliate Program, (f) "User" means a customer who links from your Web site to our Web site, (g) "Affiliate Site" means a Web site that has been accepted as an Affiliate of ShareBuilder, (h) "ShareBuilder Account" and "Account" both mean an investing account established with Capital One ShareBuilder Inc. through our ShareBuilder Web site and (i) "Link" or "Links" means banner advertisements, buttons, links or text links that link to the ShareBuilder home page or other pages of our Web site.

Program Enrollment

To begin the Affiliate Program enrollment process, you must complete the ShareBuilder Online Application and accept the terms and conditions of this Agreement. Once you have accepted this Agreement by clicking the "Submit" button at the bottom of the Online Application, we will review your completed Online Application in good faith and inform you of whether or not you have been accepted as an Affiliate. We reserve the right to accept or reject Affiliates in our sole discretion. We may reject your application if we determine, in our sole discretion, that your Web site is inappropriate or objectionable. Objectionable or inappropriate Web sites may include, among others, those that:

• Promote violence
• Are libelous, disparaging, or defamatory
• Promote illegal activities
• Promote discrimination based on age, disability, nationality, race, religion, sex, or sexual orientation
• Contain little or no original content
• Contain images that are sexually explicit, obscene, harmful, or harassing
• Contain otherwise objectionable material or
• Incorporate materials that infringe upon copyright, trademark, or other intellectual property rights

If we reject your application, you may reapply in six months. We reserve the right in our sole discretion to reject an Affiliate application even after we have communicated acceptance to the Affiliate and to remove an Affiliate from the Affiliate Program at any time for any reason.

Linking Requirements

If you become an Affiliate, we will provide you with Links that allow Users to be transported from your Web site to our Web site. All Links are subject to our approval and we will provide you with the information necessary to establish the Links. You agree to cooperate fully with ShareBuilder to maintain such Link or Links and you further agree that (a) no Link or Links shall be modified, expanded or reduced in any way without our consent and (b) no Link or Links on your Web site shall in any way modify the look, feel and/or functionality of our Web site. We reserve the right to monitor your Web site at any and all times to ensure your compliance.

Referral Fees

If a User opens a ShareBuilder Account within thirty days of entering our Web site through your Web site (Lockup Period), we will pay you a fee of $20 (a "Referral Fee"), provided at the time such User opens the Account, he or she has no other ShareBuilder Account, whether direct or custodial and the user does not reenter ShareBuilder.com through another affiliate or paid advertisement. Additionally, you will earn the Referral Fee only if and when the User successfully settles (and does not cancel) securities purchases totaling at least $20 (a "Funded Account"). Only one Affiliate will be entitled to a Referral Fee for any User and only one Referral Fee will be paid per User. If after the expiration of any Lockup Period, the User first re-enters our Web site directly by entering our url and opens an Account prior to re-entering through an Affiliate, no Referral Fee will be paid. You will not be eligible for a Referral Fee as to any User who has prevented cookies from being saved or who otherwise cannot be tracked by our tracking system for any reason. Referral Fees are paid monthly and Referral Fee rates are subject to change at any time in our sole discretion without notice.

Reporting of Funded Accounts

You will be given a password and have the ability to enter a password-protected site to obtain certain information concerning your participation in the Affiliate Program, including the number of Referral Fees you have earned.

Non-Exclusive, Limited License to SSC Logo and Trademarks

You agree to display the ShareBuilder logo (the "Logo") on your homepage or other promotional location of your Web site. We hereby grant to you a non-exclusive, non-transferable, revocable, limited license to use our Logo, name, url and trademarks in such a manner and to otherwise display our Logo, name, url and trademarks (collectively, the "Licensed Trademarks") on your Web site. You acknowledge and agree that such license is limited, that all right, title, ownership and interest in the Licensed Trademarks shall remain with us at all times, and that all goodwill that attaches to the Licensed Trademarks in connection with their display on your Web site will inure to our exclusive benefit. You shall use the Licensed Trademarks in exactly the form provided to you. You shall not take any action inconsistent with our ownership of or goodwill associated with the Licensed Trademarks, including, without limitation, applying for registration of any of our trademarks (or any mark similar thereto) anywhere in the world. We reserve all of our rights in the Licensed Trademarks and all other intellectual property rights. You shall obtain no rights in or to the Licensed Trademarks in the event of the termination of this Agreement. You shall not create, publish, distribute or permit any written materials that make reference to us, without first submitting such material to us and receiving our written consent. We may revoke your license at any time. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

Non-Exclusive Limited License and Use of Affiliate Logos and Trademarks

You grant us a non-exclusive license to utilize your names, titles, logos, trademarks and urls (collectively, the "Affiliate Trademarks") to advertise, market and promote our rights hereunder; provided, however, we shall not be required to advertise, market, promote or publicize your Web site. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant us the license to use them as contemplated in this Agreement and that such grant does not and will not (a) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you or (b) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

Marketing

Capital One ShareBuilder, Inc., will provide creative marketing material, including banner ads, text ads, and templates for e-mail promotions. The marketing materials have been checked for compliance with FINRA (Financial Industry Regulatory Authority) regulations. Any marketing materials developed by you must be approved by us prior to use. In addition, any modifications to any marketing materials provided by us must be approved by us before use.

We adhere to a strict "NO SPAM" policy with respect to the delivery of electronic mail (email). As a ShareBuilder Affiliate, you agree to adhere to all relevant local, state and national laws regarding the delivery of promotional electronic mail. Among other things, these laws forbid misleading subject lines and the transmission of emails to persons who have not affirmatively agreed to receive them and require prompt removal from any email list of any person so requesting. You also agree to provide us with the email addresses of all Users who are on any such no email list.

Search Engine Marketing Policy

Under no circumstances may ShareBuilder Affiliates engage in Search Engine Marketing of ShareBuilder without written permission from us to do so. You must request permission from us to market ShareBuilder on any search engine, which may include, but is not limited to, engines such as Google, Yahoo, MSN, Askjeeves and Overture. Any Affiliate found to be engaging in Search Engine Marketing activity of ShareBuilder without receiving permission will be terminated from the ShareBuilder Affiliate program immediately and will forfeit any Affiliate fees. Under no circumstances is any affiliate allowed to bid on ShareBuilders branded terms.

To request permission to market ShareBuilder on search engines and get a list of ShareBuilder's branded terms, send an email to search@sharebuilder.com. If approved, you will be required to sign ShareBuilder's Affiliate Search Marketing Addendum.

User Data Ownership

The User data collected by us pursuant to this Agreement is, as between us and you, our property and we own all right, title and interest in such User data.

Customer Accounts

ShareBuilder will open brokerage accounts for persons who choose to open Accounts as a result of the Affiliate Program. Such persons will become customers of ShareBuilder. You will not be a party to the agreements between ShareBuilder and such customers and will have no responsibilities in connection therewith. ShareBuilder may in its discretion decline to open a brokerage account for or provide service to any person.

Regulatory Responsibilities

ShareBuilder is and will continue to be in compliance with all laws, rules and regulations applicable to it, including laws, etc. relating to the compliance obligations of a registered securities broker-dealer and FINRA member.

As advertisers for ShareBuilder, Affiliates may use only the promotional links, buttons, banners, email templates and other advertisements that we have provided. Other promotional activities are prohibited under this Agreement, as they may violate SEC and FINRA regulations. In particular, and without limitation, Affiliates may not: (i) initiate direct contact with ShareBuilder customers or respond to questions involving ShareBuilder brokerage accounts or securities transactions; (ii) assist or otherwise participate in the opening or administration of ShareBuilder brokerage accounts; (iii) solicit trades, accept orders, select any broker or market for the execution of orders; (iv) handle ShareBuilder customer funds or securities; (v) clear or settle securities trades; (vi) extend credit to any ShareBuilder customer for the purpose of trading in securities; or (vii) advise individuals using or linking to ShareBuilder to purchase or sell securities.

Affiliate Responsibilities

You will be solely responsible for the development, technical operation and maintenance of your Web site and for all materials that appear on your Web site and for ensuring that materials posted on your Web site do not violate or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights, and ensuring that materials posted on your Web site are not libelous or otherwise illegal. We disclaim all responsibility as to your Web site.

Affiliate Representations and Warranties

You hereby represent and warrant to us that this Agreement has been duly executed and validly approved by your authorized agent and that such Agreement has been validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms, and that the execution, delivery and performance of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part, require the approval or consent of no other persons and neither violate nor constitute a default under the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or the terms of any other agreement, document or instrument applicable to you or binding upon you.

Agreement Term

The term of this Agreement shall begin upon our acceptance of your Affiliate Application and will end when terminated by either party. Either you or we may terminate this Agreement and your participation in the Affiliate Program at any time, with or without cause, by giving the other party written notice of termination. Notice by e-mail to us at affiliates@sharebuilder.com and to you at your address in our records is considered sufficient notice for termination of this Agreement. If this Agreement is terminated because (a) you violated the terms of this Agreement or (b) because your Web site is deemed by us to be objectionable (as described above), you will not be eligible to receive any Referral Fees earned prior to the date of your termination. If this Agreement is terminated for any other reason, then you shall be eligible to receive only those Referral Fees earned prior to such termination.

Agreement Modification

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 new agreement on our site. Notice of any change to this Agreement delivered by e-mail to your address on our records or by the posting of a new agreement on our Web site shall constitute sufficient notice to you of such change. Modifications may include, but are not limited to, changes in the terms and amounts of Referral Fees, payment procedures and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice, unless we indicate otherwise. If a modification is unacceptable to you, your sole recourse is to terminate this Agreement and your participation in the Affiliate Program. Your continued participation in the Affiliate Program following our posting of a change will constitute binding acceptance by you of such change.

Relationship of the Parties

Nothing set forth 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.

Limitations on Liability

Neither ShareBuilder nor any of its officers, employees, or agents will have any liability of any sort arising from any Web site interruptions, nor for any indirect, incidental, special or consequential damages or any lost revenues, data or profits arising under or with respect to this Agreement or the Affiliate Program, even if we were advised or should have known of the possibility of such damages and notwithstanding the failure of the essential purpose of any remedy.

Warranty Disclaimers

We hereby disclaim, and you hereby release us from, any and all liability for downtime or other interruptions in service regarding the links and/or our Web site. Without limiting the foregoing, the links, the licensed trademarks are provided to you "as is," without any warranty or any kind. We make no warranties or representations of any kind with regard to the Affiliate Program or any products or services, express or implied, statutory, arising by law or otherwise, including, without limitation, any implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, or arising out of course of performance, course of dealing or usage of trade. We do not warrant that our Web site will be error free or that it will function without interruption. If as a matter of law we may not disclaim any warranty, the scope and duration of such warranty shall be the minimum permissible under applicable law.

Force Majeure

Any delay in or failure of performance by either party under this Agreement will be excused to the extent caused by any cause beyond the reasonable control of such party, including without limitation power outages, computer or data processing failures, failures of third party vendors, failures of communications systems, fires, earthquakes, storms, public emergency, Acts of God, and governmental restrictions.

Indemnification by You

You hereby agree to indemnify, defend and hold harmless us and our stockholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees) of any nature whatsoever incurred or suffered by us (the "Damages") insofar as such Damages (or actions in respect thereof) arise out of or are based upon (a) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party, (b) the breach of any representation or warranty or covenant made by you in this Agreement or (c) or any claim related to your Web site.

Miscellaneous

This Agreement shall be governed by the laws of the United States and of the State of Washington, as applied to agreements made, entered into and performed entirely within the State of Washington, notwithstanding your actual state of residence or principal business location. Any action relating to this Agreement must be brought in federal or state courts located in King County, Washington, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation or law or otherwise, without our prior written consent, and any such purported assignment shall be null and void. Subject to such restriction, this Agreement will be binding upon, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. 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 provision or any other provision of this Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter, supersedes any other agreements or understandings between them, and may only be amended by us as described above, or, as to any amendment initiated by you, in a writing signed by us.