2. Statement of Investigation
You acknowledge that you have read this Agreement and agree to all of its terms and conditions. You understand that THE FREE AUCTION may, at any time (directly or indirectly) solicit referrals for users of information retrieval services on terms that differ from those contained in this Agreement, or operate sites that are similar to or compete with your site. You acknowledge that you independently have evaluated the desirability of participating in THE FREE AUCTION's Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

3. Enrollment in THE FREE AUCTION's Affiliate Program
To begin the enrollment process, you must submit a complete Affiliate Program application via the THE FREE AUCTION site at http://www.thefreeauction.com/cgi-bin3/add.cgi. THE FREE AUCTION will evaluate your application in good faith and will notify you in a timely manner regarding acceptance or rejection. THE FREE AUCTION may reject your application if it determines (at its sole discretion) that your site is unsuitable for THE FREE AUCTION's Affiliate Program for any reason. If THE FREE AUCTION rejects your application, you may reapply at any time, and THE FREE AUCTION will reconsider the application.

4. Definitions
The following capitalized terms have the meanings set forth below:

THE FREE AUCTION SITE: means any Web site hosted by THE FREE AUCTION that THE FREE AUCTION selects to participate in the Affiliate Program. As of the date of this Agreement, THE FREE AUCTION hosts the Web site at the following URL: www.thefreeauction.com. THE FREE AUCTION may add or delete sites from this list at any time, without notice.

LINK: means a selectable URL associated with a text, graphic, search field, or other information object located on your site.

CLICK-THROUGH: occurs when an individual user selects and "clicks on" a Link or enters a search request on your site and is taken to a THE FREE AUCTION Site.

5. Provision of the THE FREE AUCTION Links
THE FREE AUCTION will provide to you Links that you may place on your site and through which users of your site may access and use a designated THE FREE AUCTION Site. You may display any of the Links you choose, in any of the formats provided by THE FREE AUCTION, on any or as many areas or pages of your site as you wish. You may not reformat or otherwise change the Links without the prior written consent of THE FREE AUCTION. Reformatted or changed Links that have not been approved by THE FREE AUCTION may not count toward the calculation of commissions. In addition, any use of the Links is subject to THE FREE AUCTION's Linking and Trademark Guidelines, which appear as an Appendix at the end of this Agreement (as the same may be modified by THE FREE AUCTION in its sole discretion). THE FREE AUCTION may modify the Linking and Trademark Guidelines from time to time, and will take commercially reasonable steps to notify you of the modifications.

6. Commissions
THE FREE AUCTION will pay you a commission of US$0.05 per Click-Through to THE FREE AUCTION only. THE FREE AUCTION has no obligation to pay you a commission for hits or Click-Throughs that were not generated by means of a valid search request or otherwise do not fit the above definition of a Click-Through. THE FREE AUCTION will pay you commissions on a monthly basis. Within 30 days or a reasonable time after the end of each 15th day of the month, THE FREE AUCTION will send you a check for the commissions earned during that month, less any taxes that THE FREE AUCTION may be required to withhold. However, if the commissions you earned during any calendar month are less than $25, then THE FREE AUCTION will hold those commissions until the month in which the total amount due is at least $25 or (if earlier) until this Agreement is terminated. If THE FREE AUCTION's records show activity from your site that THE FREE AUCTION determines is inconsistent with valid search requests, or is otherwise unusual, then THE FREE AUCTION reserves the right to withhold payment of commissions for a reasonable time pending an investigation of that activity by THE FREE AUCTION and resolution of the dispute (if any). THE FREE AUCTION will notify you promptly in this event.

7. Reporting
THE FREE AUCTION will give you a password that will enable you to enter a password-protected site or area of a site communicated to you by THE FREE AUCTION. You may use the password to log in to that site and to access information about the Click-Throughs from your site.

8. Publicity
You may not create, publish, or distribute any items that reference THE FREE AUCTION without first submitting those items to THE FREE AUCTION and receiving THE FREE AUCTION's written consent. THE FREE AUCTION will not unreasonably withhold its consent.

9. Limited Licenses
THE FREE AUCTION grants to you a nonexclusive right to use the THE FREE AUCTION Links and such other phrases, logos, names, trademarks, service marks, and images (collectively, the "Trademarks") for which THE FREE AUCTION grants express permission, solely on your site, for the purpose of providing the services described in Section 5 (Provision of the THE FREE AUCTION Links). You may not modify a Link or any other text or images supplied by THE FREE AUCTION in connection with the Affiliate Program. Before using the Trademarks other than on your site in accordance with this Agreement, you must have any materials on which the Trademarks appears approved by THE FREE AUCTION. In addition, any use of the Trademarks is subject to THE FREE AUCTION's Linking and Trademark Guidelines, which appear as an Appendix at the end of this Agreement (as the same may be modified by THE FREE AUCTION in its sole discretion). THE FREE AUCTION may modify the Linking and Trademark Guidelines from time to time, and will take commercially reasonable steps to notify you of the modifications. THE FREE AUCTION reserves all rights in and to the Links, the Trademarks, and any other intellectual property rights that THE FREE AUCTION provides, licenses, or uses.

10. Obligations Regarding Your Site
You are solely responsible for the development, operation, and maintenance of your site and for all materials and content that appear on your site. THE FREE AUCTION will not be responsible for any of the foregoing. You agree to indemnify and hold THE FREE AUCTION harmless from all damages, claims, fees (including attorneys' fees), and expenses relating to the development, operation, or maintenance of your site, including content not attributable to THE FREE AUCTION.

11. Term of the Agreement
The term of this Agreement begins upon THE FREE AUCTION's acceptance of your application for the Help Yourself Affiliate Program, and ends when terminated by either party. Either you or THE FREE AUCTION may terminate this Agreement at any time, for any reason or no reason, by giving the other party written notice of termination. Within 24 hours after termination (whether by you or THE FREE AUCTION), you must remove the THE FREE AUCTION Links and any copies of the THE FREE AUCTION Trademark from your site and must destroy or erase from computer memory any items you might have that contain the THE FREE AUCTION Trademark. THE FREE AUCTION will pay you any commissions you might have earned before termination after the end of the current quarter.

12. Modification
THE FREE AUCTION may modify any of the terms and conditions contained in this Agreement, and will take commercially reasonable steps to notify you of the modification. THE FREE AUCTION will attempt to notify you via email, and a change notice will be posted on the THE FREE AUCTION site and on the site from which you retrieve the reports or other information made available by THE FREE AUCTION. If a modification is unacceptable, you may terminate this Agreement by giving notice of termination to THE FREE AUCTION and following the procedures in Section 11 (Term of Agreement). If you do not give THE FREE AUCTION notice within a reasonable time and continue to display the Links on your site, then you will be deemed to have accepted the modifications.

13. Relationship of the Parties
You and THE FREE AUCTION are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and THE FREE AUCTION. You understand that you do not have authority to make or accept any offers or make any representations on behalf of THE FREE AUCTION. You may not make any statement, whether on your site or otherwise, that would contradict anything in this section.

14. Confidentiality
During the term of this Agreement, you may have access to certain nonpublic information of THE FREE AUCTION, which information a reasonable person would consider confidential or which is marked as "confidential" or "proprietary" by THE FREE AUCTION ("Confidential Information"). Confidential Information does not include information that is generally known and available, or in the public domain through no fault of yours. You agree (i) not to disclose any Confidential Information to any third parties, (ii) not to use any Confidential Information for any purposes except carrying out your rights and responsibilities under this Agreement, and (iii) to keep the Confidential Information confidential using the same degree of care you use to protect your own confidential information, as long as you use at least reasonable care. These obligations survive for 3 years after termination of the Agreement.

15. Disclaimers
EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE FREE AUCTION MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE HELP YOURSELF AFFILIATE PROGRAM, THE LINKS, TRADEMARKS, AND ANY OTHER SERVICE PROVIDED BY THE FREE AUCTION HEREUNDER, AND ANY OTHER SERVICE, CONTENT, TOOLS, OR RELATED DOCUMENTS OR MATERIALS (IN ELECTRONIC FORM OR OTHERWISE) PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE FREE AUCTION EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY, FUNCTIONALITY, OR ANY OTHER ASPECT OF ANY THE FREE AUCTION SITE. You understand that the operation and/or use of the Links or the THE FREE AUCTION Sites may not be uninterrupted or error free, and that the search results obtained through use of the Links may have errors or omissions. You agree that THE FREE AUCTION will not be liable for any interruptions or errors in using the Links. The provisions of this Section survive termination or expiration of the Agreement.

16. Limitation of Liability
THE FREE AUCTION WILL NOT BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE FREE AUCTION'S HELP YOURSELF AFFILIATE PROGRAM, EVEN IF THE FREE AUCTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING LOSS OF DATA OR LOSS OR INTERRUPTION OF SERVICES OR COMMUNICATIONS. FURTHER, THE FREE AUCTION'S AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF THE TOTAL COMMISSION FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. THE PROVISIONS OF THIS SECTION SURVIVE TERMINATION OR EXPIRATION OF THE AGREEMENT.

17. Miscellaneous Provisions
THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. This is the entire Agreement between you and THE FREE AUCTION with respect to the THE FREE AUCTION Affiliate Program. Except as specifically set forth in Section 12 (Modification) and Section 9 (Limited Licenses), any modification to this Agreement must be in writing and signed by both parties. You may not assign this Agreement, by operation or law or otherwise, without THE FREE AUCTION's prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. THE FREE AUCTION's failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of THE FREE AUCTION's right to subsequently enforce those provisions, or any other provisions of this Agreement. The provisions of this Section survive termination or expiration of the Agreement.

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Appendix: Linking and Trademark Guidelines
-- You may use the Links and Trademarks solely for the purpose authorized by THE FREE AUCTION, Inc.
-- You may not change the proportion, color, or font of the Link, or otherwise alter the Links or Trademarks in any manner.
-- You may not display the Links or Trademarks in any manner that implies sponsorship or endorsement by THE FREE AUCTION, except of your involvement in the THE FREE AUCTION Affiliates Program.
-- You may not use the Links or Trademarks in connection with any disparagement of THE FREE AUCTION, its products or services, or in a manner which, in THE FREE AUCTION's reasonable judgement, may diminish or otherwise damage THE FREE AUCTION's goodwill in the Links, and in the Trademarks and goodwill embodied in such marks and the Links.
-- Each Link must appear by itself, with reasonable spacing (at least the height of the Link) between each side of the Link and other graphic or textual elements.
-- You will follow future guidelines from THE FREE AUCTION with respect to appropriate copyright and trademark notices relating to the Links or other Trademarks provided by THE FREE AUCTION to you in connection with this agreement.
-- You acknowledge that all rights to the Links and any Trademarks contained within such Links are the exclusive property of THE FREE AUCTION, Inc., and all goodwill generated through your use of the Links and such Trademarks will inure to the benefit of THE FREE AUCTION, Inc.

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