Operating Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the DreamMotor.com Associates Program (the "Program"). As used in this Agreement, "we" means DreamMotor.com, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to DreamMotor.com's site located at the URL www.DreamMotor.com, or to the site that you will link to our site (and which you will identify in your Program application).

1. Enrolment in the Program

To begin, you will have to submit a complete Program application via our site. We will then evaluate your application in good faith and will notify you of your acceptance. Please determine (at our sole discretion) that your site is suitable for the Program. Unsuitable sites include those that: Promote sexually explicit materials Promote violence Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age Promote illegal activities Include "dreammotor" or variations or misspellings thereof in their domain names Otherwise violate intellectual property rights If we were to reject your application, you may reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole dicretion) to be unsuitable for the Program, me may terminate this Agreement.

2. Links on Your Site

Once you have been notified of your acceptance into the Program, you may provide on your site with the following link to our site: Search box link: You may provide an DreamMotor.com search box on your site that will permit your site visitors to link directly to a page on our site that contains the results of their search queries. We will provide you with technical specifications whcih will describe how to include a DreamMotor.com search box on your site. We will provide you with the necessary guidelines and graphical artwork to use in linking to our home page. You must at all times ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement.

3. Identifying Yourself as an Associate

We will make available to you a small graphic image that identifies your site as a Program participant. You must display this logo or the phrase "In association with DreamMotor.com" somewhere on your site. From time to time, we may change the text or graphic image of this notice. You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that DreamMotor.com supports, sponsors, endorses or contributes money to any charity or other cause).

4. Limited License

We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 3 and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating product sales. You may not, in any ways, modify the graphic image or text, or any other of our images. We reserve all our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines , as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

5. Responsibility for Your Site

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: The technical operation of your site and all related equipment Creating and posting Product descriptions on your site and linking those descriptions to our catalog The accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials) Ensure 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) Ensure that materials posted on your site are not libelous or otherwise illegal We disclaim all liability for these matters. Furthermore, you 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 your site.

6. Term of the Agreement

The term 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 written notice of termination. Upon the termination of this Agreement for any reason, you will have to immediately cease use of, and remove from your site, all links to our site, and all DreamMotor.com trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

7. Modification

We may at anytime and at our sole discretion ammend any of the terms and conditions contained in this Agreement by posting a change notice or a new agreement on our site. Modifications may include, for example, 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 WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

8. Relationship of Parties

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 have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

9. Limitation of Liability

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, even if we have been advised of the possibility of such damages.

10. Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, 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.

11. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU MUST 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 REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

12. Miscellaneous

This Agreement will be governed by all applicable laws, statuses, ordinances and reputations, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. 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 your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such as provision or any other provision of this Agreement.