AutoWorld.com Affiliate Agreement

Affiliate Agreement

MASTER AGREEMENT
This Master Agreement ("Agreement") is made between Vehicle Information Services also known as VIS, Inc. ("Merchant") and you, a sales affiliate enrolled in The AutoWorld.com Network ("Partner"). Please read this entire document carefully.

This Co-Branding AGREEMENT (“Agreement”) is entered into this___ day of_____, 2001, between VIS, Inc. Hereafter referred to as (“VIS”) located at 6613 West Surrey Ave., Glendale, AZ. 85304 and ________________________________________, hereafter referred to as (“Company”) a __________________corporation, having its primary offices at ________________________________________________.

WHEREAS, Company desires to Co-Brand at VIS’s world wide web site AutoWorld.com for the benefit of Company’s individual customers desiring VIS’s content. VIS shall provide Company with suitable content formatted for Internet viewing. Company to use VIS’s material with links returning to Company’s web site.

1. Promotion of Relationship

As a partner, VIS will make available to Company (via ”VIS's web sites" site) a variety of services, content, graphic and textual links (each of these sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, Company may display as often and in as many areas on Company’s site as Company desires. The Links and services contained herein will serve to identify Company’s co-branded site as a member of our network and will establish a link from Company’s site to the co-branded site created and maintained by VIS for Company. The Links may connect to the main co-branded site, car buying area, classifieds area, car selling area, automotive news area, popular car areas, dealer areas, survey areas, car pricing areas of the co-branded site.

a. Agreements Regarding Links:

In utilizing the Links provided by VIS to Company, Company also agrees that Company will allow VIS to display in Company’s co-branded site those graphic or textual images (indicating a Link and or advertisement) that are provided by VIS and/or Company, and VIS will substitute such images with any new images provided by VIS and/or Company from time to time throughout the term of this Agreement based on written approval by both parties. Company’s co-branded site(s) shall display such graphic and/or textual images prominently in relevant sections of the co-branded site. All Links and or advertisements may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Each URL(s) or Link(s) connecting users of Company’s site and/or URL(s) to the pertinent area of the co-branded site will in no way alter the look, feel, or functionality of VIS’s site.

2. Responsibilities

Partner, __________ will provide promotion of Autoworld.com on main web page above the fold.

Partner, __________ will promote Autoworld.com once a month in e-mail messages and/or newsletters to Partners users. Including an announcement e-mail to all users in the first two weeks.

Partner, __________ will place promotion of Autoworld.com in all appropriate site categories or sections to insure maximum opportunity for Partner and Autoworld.com to optimize our revenue producing ability.

VIS will be responsible for providing all information necessary to allow Company to make appropriate Links to the co-branded site(s).

VIS will make available the graphic search box that connects to VIS’s customized information and pricing search engine for Company to use on Company’s co-branded site.

VIS will be solely responsible for processing every request placed by a customer following a special Link from Company’s site into the co-branded site for tracking the volume and amount of advertising and leads generated by Company’s co-branded site.

VIS will be responsible for processing and related customer service in reference to the car buying and selling area’s of the co-branded site.

VIS will be responsible for the on-going development and maintenance of the VIS content and services found within the co-branded site.

VIS will list the Company and included in all VIS promotional materials as needed.

3. Commission Payment

(There are several ways a partner can generate revenue with us. For further details, please call 561-394-0610)

When the total commissions due to Company exceed one hundred dollars ($100.00) for leads and advertising, VIS will send a commission check for the applicable commission (less any taxes required to be withheld under applicable law) and a statement of activity to Company. If the total for such commissions due to Company is less than one hundred dollars ($100.00), VIS shall send only a statement of activity to Company. Such commission checks and statements of activity will be sent approximately thirty (30) days after the end of each month anniversary of the date hereof.

Company shall have the right to examine the books and records of VIS to the extent reasonably required to ascertain whether VIS has calculated correctly the Commission Payments set forth herein. Such examination shall be conducted at Company’s expense not more than once in any twelve (12) month period.

If such audit reveals that VIS has under-reported the Commission Payments in excess of three percent (3%), then VIS shall immediately be responsible for paying the costs and expenses of such audit in addition to the unpaid Company Commission Payment and one point five percent (1.5%) monthly interest thereon. Following any such audit, Company shall be entitled to perform a reasonable follow-up audit to verify compliance with this section which shall not be deemed to be in conflict with Company’s right to perform an audit once in a twelve (12) month period.

4. Policies and Pricing

Customers who use VIS products and or services through the Company co-branded site will be deemed to be joint customers of VIS and Company. Accordingly, all of VIS’s rules, policies, and operating procedures concerning customer orders, customer service, and VIS product sales and or services, insofar as they are communicated to Company in writing, will apply to those customers. Such policies and operating procedures may be amended at any time, and any such amendments shall be communicated to Company in a timely manner.

5. Availability of VIS products and services may vary from time to time. Because service changes may affect products and or services that are listed on Company’s co branded site, VIS will use commercially reasonable efforts to present accurate information, but VIS cannot guarantee the availability of all services at all times.

6. Publicity - Company shall not create, publish, distribute, or permit other third parties to create, publish or distribute any written material that makes reference to us without first submitting such material to us and receiving our written consent, which VIS agree shall not be unreasonably withheld.

7. Licenses and Use of the VIS Logos and Trademarks

VIS GRANTS COMPANY A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS THE CO-BRANDED SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE VIS TRADEMARK AND LOGO AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (BUT ONLY IN THE FORM(S) THAT THEY APPEAR ON VIS’s COMPANY.COM SITE) (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF LINKING COMPANY’S SITE TO THE CO-BRANDED SITE AND OR RE-DIRECTING LINKS AND TO A CO-BRANDED VIS SITE, WHERE COMPANY’S USERS CAN USE VIS PRODUCTS AND OR SERVICES. COMPANY MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. COMPANY IS ONLY ENTITLED TO USE THE LICENSED MATERIALS TO THE EXTENT THAT COMPANY IS A MEMBER IN GOOD STANDING OF THE VIS NETWORK.

Company shall not make any specific use of any Licensed Materials for purposes other than offering VIS products and services on Company’s co-branded site for VIS, without first submitting a sample of such to us and obtaining the prior written consent of Company’s VIS account representative, which consent shall not be unreasonably withheld. Company agrees not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. VIS reserves all of our rights in the Licensed Materials and of our other proprietary rights. VIS may revoke Company’s license at any time, by giving Company prior written notice.

Company grants to us a non-exclusive license to utilize Company’s names, titles, and logos as set forth on Exhibit A hereto, as the same may be amended from time to time (the "Company Trademarks"), to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that VIS shall not be required to so advertise, market, promote, or publicize. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

8. Obligations Regarding Company’s Site

Company will be solely responsible for the development, operation, and maintenance of Company’s site and or URL(s) and for all materials that appear on Company’s site or in connection with Company’s URL(S). Such responsibilities include, but are not limited to, the technical operation of Company’s site, URL(S) and all related equipment; creating and posting product reviews, descriptions, and references on Company’s site and linking those descriptions to the co-branded site;

VIS disclaims all liability for all such matters. Further, Company will 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 Company’s co-branded site and ownership of any URL(s) linked to the co-branded site.

Company hereby agrees that Company’s domain name (s) does not and will not contain the words "VIS," "autopricing," “autoworld” and /or "carpricing" or any variation thereof.

9. Term of the Agreement

Either Company or VIS may terminate this Agreement given a ninety (90) day written notice to the other party, with or without cause, sent via certified mail after 1 year of signed agreement. Company is only eligible to earn revenue on advertising and lead sales occurring during the term, and revenue earned through the date of termination will remain payable only if the related VIS product or services are not cancelled.

10. Modification

VIS may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. Company will be notified by email and a change notice will be posted on our site. If any modification is unacceptable to Company, Company’s only recourse is to terminate this agreement. Company’s continued participation in the VIS Network following our posting of a change notice or new agreement will constitute binding acceptance of the change.

11. Relationship of Parties

Company and VIS are individual and separate companies, and nothing in this Agreement will create any agency, franchise, or employment relationship between the parties. Company will have no authority to make or accept any offers or representations on our behalf. Company will not make any statement, whether on Company’s site or otherwise, that reasonably would contradict anything in this Section.

12. Disclaimers

VIS makes no express or implied warranties or representations with respect to the VIS network or any VIS products or services offered through the VIS Network (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, VIS makes no representation that the operation of our site will be uninterrupted or error free, and VIS will not be liable for the consequences of any interruptions or errors.

13. Representations and Warranties

Company hereby represents and warrant to us as follows:

a. This Agreement has been duly and validly executed and delivered to Company and constitutes Company’s legal, valid, and binding obligation, enforceable against the drafting party, in accordance with its terms.

b. The execution, delivery, and performance by Company of this Agreement and the consummation by Company of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which Company are subject, (ii) any order, judgment, or decree applicable to Company or binding upon Company’s assets or properties, (iii) any provision of Company’s by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to Company or binding upon Company’s assets or properties.

c. Company are the sole and exclusive owner of the Company Trademarks and have the right and power to grant to us the license to use Company’s trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to Company or binding upon Company’s assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

d. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by Company in connection with the execution, delivery, and performance of this Agreement or the taking by Company of any other action contemplated hereby.

e. There is no pending or, to the best of Company’s knowledge, threatened claim, action, or proceeding against Company, or any Company of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to Company’s trademarks, and, to the best of Company’s knowledge, there is no basis for any such claim, action, or proceeding.

14. Confidentiality

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or Company, respectively, or any of our Companies provided by or on behalf of any of them shall remain strictly confidential and secret, during the Term of this Agreement and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its Companies. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

15. Limitation of Liability

VIS 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 VIS NETWORK, EVEN IF VIS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE COMPANY NETWORK WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO COMPANY UNDER THIS AGREEMENT.

16. Indemnification

Company hereby agrees to indemnify and hold harmless VIS and its subsidiaries and their directors, officers, employees, agents, shareholders, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Company Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by Company herein, or (iii) any claim related to Company’s site, including, without limitation, content therein not attributable to us.

17. Independent Investigation

COMPANY ACKNOWLEDGES THAT COMPANY HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. COMPANY UNDERSTANDS THAT VIS 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 COMPANY’S WEB SITE. COMPANY HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE VIS NETWORK AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

18. Governing Law

This Agreement will be governed by the laws of the State of Arizona, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Glendale, Arizona, and Company irrevocably consents to the jurisdiction of such courts. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce Company’s strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.

Exhibit / Addendum A

Company:
Site Information (URL(s)) and Name:
Company Address:
Company Description:
Phone:
Fax:
Url:
Contact Person:
Title:
Email Address:
City:
State:
Zip:
Country:
EIN:

Both parties represent and warrant that they have full corporate power and authority to execute and deliver this agreement and to perform their obligations hereunder, and that the person whose signature appears below is duly authorized to enter into this agreement on behalf of the party.

IN WITNESS WHEREOF, the parties have entered into this agreement as of the date first above written:

__________________________________ _______________________________

Authorized Company Rep./Title (Please Print) VIS, inc. / Autoworld.com Name

_________________________________ _________________________________

Authorized Company Rep. Signature Paul Meek II - Vice President

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