To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. If we reject your application, you are welcome to reapply to the Program at any time. After you have been approved, you will be provided with a reply via e-mail, which will give you specific linking instructions.

Pending approval of this application, this Simple Affiliate Agreement is entered into as of this date by and between AutoFusion Inc. ("AFI"), a California corporation with its principal place of business at 1940 Garnet Ave., Suite 104, Pacific Beach, Calif. 92109, and "you", as the applicant (for the purpose of this contract, you also will be referred to as "Company," "Partner" and/or "Partner.com").

Whereas, YOU provide information and other content in various media to end users via the World Wide Web and other media environments; and

Whereas, AFI supplies automotive-related information and other data via the Web; and

Whereas, AFI desires to supply and YOU desire to license a unique link to AFI's automotive information and other data for the purpose of use and display of AFI’s advertisement & brand marks and other data on YOUR Web site(s).

Now, therefore, the parties hereby agree as follows:

1. Definitions. The following terms shall have the following meanings for the purpose of this Agreement:

                    E. Site means a World Wide Web site and, depending on the context, refers either to Autoweb.com's site or to the site that you will link to our site.

2. Affiliate Program.

Partner agrees to include a link anywhere on its network of sites that points directly to AFI's Web Site. At the end of each quarter, you will receive a commission check, based upon the productivity of your referred traffic, subject to the descriptions set forth in Schedule B of this agreement. Partner shall not use any Framing Technology or other similar techniques in establishing these links for the purpose of displaying AFI Web Site content and Partner.com information together in a single Web-browser window. You will be issued banners, buttons or other creatives and a tracking ID & Password, which will allow both parties to record the behavior of your referred visitors.  AFI also will provide you with a unique URL in which to link to AFI's Internet Site. The form, content and frequency of the reports may vary from time to time in our sole discretion. To permit accurate tracking, reporting and fee accrual, you must ensure the special links between your site and our site are formatted properly . All fees and payments stated herein exclude, and you shall pay, any sales, use, property, license, value added, withholding, excise or similar tax, federal, state or local, related to your performance, obligations or exercise of your rights under this Agreement and any related duties, tariffs, imposts and similar charges, exclusive of taxes based on your net income. You shall be responsible for any and all misuse or apparent misuse of the Affiliate Program. Compensation payable to you on account of misuse or apparent misuse shall be suspended or refunded to AFI upon request and/or deducted from accrued commissions. AFI will notify partner of such actions.

3. Proprietary Rights and License.

4. Sublicense. Notwithstanding anything herein to the contrary, Company shall not be permitted to sublicense any of the licenses contained in this Agreement to any other party without the prior written consent of AFI.

5. Proprietary Protection. As between the parties hereto, AFI shall be the sole owner of the Web Site Content, the AFI Advertisements and Brand Marks, including any IP Rights associated therewith. Company shall be the sole owner of the Company Brand Marks, including any copyrights, trademarks, trade secrets or service marks associated therewith. Partner shall follow AFI's reasonable requirements, with respect to notices, disclaimers and legends, that AFI may require Partner to include on or around the AFI Advertisements and Brand Marks, and any copies, extracts and so forth that may be derived from the Web Site Content. Partner shall cooperate with AFI with regard to any copyright registration of AFI Advertisements and Brand Marks, including updated versions thereof, that AFI may choose to obtain. Both parties agree to cooperate with each other with respect to any other action that may be necessary or appropriate for the protection of AFI Advertisements, Brand Marks and Web Site under applicable intellectual property laws. In the event that Partner discovers an instance of possible infringement of AFI's rights from AFI Advertisements and Brand Marks, partner shall promptly notify AFI. The parties shall consult with one another with respect to the action that may be appropriate to stop or remedy such infringement.

6. No Implied Rights or Obligations. Nothing in this Agreement is intended to create any implied right to require, or any implied duty to provide, a level of effort or results (in general or in particular) not expressly stated herein, or to refrain from engaging in any other activity, including any activity involving the same or similar products or services with the same or similar customers or providers. Licenses granted herein are not to be construed either (i) as consent by the licensor to any act which may be performed by the licensee, except to the extent impacted by the licensor's intellectual property rights, or (ii) to include licenses to infringe or induce infringement under U.S. law or a foreign equivalent thereof. Nothing in this Agreement shall be construed as granting any implied licenses. The parties agree and acknowledge that nothing in this Agreement shall be deemed or construed to prohibit AFI from providing the Web Site Content or material similar in nature to the Web Site Content to any third party.

7. Termination. The term of this Agreement shall commence upon the Effective Date and terminate one month thereafter ("Initial Term"). This Agreement shall renew automatically on a month-to month basis ("Renewal Terms") at the expiration of the Initial Term and each Renewal Term. Automatic Agreement renewal will not occur if either party gives prior notice to the other in writing that it no longer wants to renew. Either party may terminate this Agreement at any time upon a breach of any material provision of this Agreement by the other party, which breach is not remedied within 30 days following written notice to the other party of such breach. Any termination pursuant to this Section shall be without any further liability or obligations of the terminating party, other than with respect to any breach of this Agreement or obligation under this Agreement prior to such termination. The provisions of Sections 12-15 and 22-31 hereof shall survive expressly the termination of this Agreement. Any termination of this Agreement hereunder shall result in the automatic revocation of any license that may be granted pursuant hereto.

8. 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 a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. We will send you an e-mail message, to the most recent address we have, alerting you to a change in the Agreement. 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.

9. Scope of Relationship. This Agreement is intended solely as an agreement to establish and maintain the Affiliate Program and no partnership, joint venture, employment, agency, franchise or other relationship is created hereby.

10. Limitation of Liability; Disclaimer. It is acknowledged mutually that data entry, communication and storage are subject to a possibility of human and machine errors, omissions, delays and losses, including inadvertent loss of data or damage to media, which may give rise to loss or damage. Neither party hereto undertakes any liability to the other for any such errors, omissions, delays or losses.  Further, AFI does not assume liability for the services offered or sold to its visitors. 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. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

11. Warranties. AFI shall use its best commercially reasonable efforts to provide in good faith the Web Site Content described in this Agreement and to work with Partner to establish and maintain links to AFI Web Sites. No other warranties are provided other than as contained in this Agreement or any schedule hereto.

ALL INFORMATION OR CONTENT TO BE OFFERED OR FURNISHED BY AFI, INCLUDING WITHOUT LIMITATION AFI ADVERTISEMENTS AND BRAND MARKS, THE WEB SITE CONTENT AND THE AFI BRAND FEATURES, IS BEING OFFERED OR FURNISHED ON AN "AS IS" BASIS. AFI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING SUCH INFORMATION. AFI SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OR AGAINST INFRINGEMENT. AFI SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGES OR LOSSES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES RESULTING FROM OR CAUSED BY SUCH INFORMATION, INCLUDING WITHOUT LIMITATION FROM ANY INABILITY TO ACCESS OR USE SUCH INFORMATION, DELAYS IN OPERATION OR TRANSMISSION, DELAYS IN UPDATING, MODIFYING OR AMENDING SUCH INFORMATION, COMMUNICATIONS LINES FAILURE, OR ANY ERRORS OR OMISSIONS IN THE FORM OR CONTENT OF SUCH INFORMATION.

12. Indemnification. Company and/or its affiliates, at its or their own expense, hereby agrees to jointly and severally indemnify, defend and hold harmless AFI (and its respective officers, directors, employees, agents, representatives, shareholders, attorneys and affiliates) against any claim, suit, action or proceeding brought against such indemnified party that alleges or is based upon or arises out of :(i) any act occurring in connection with or related to any performance under this Agreement; (ii) any act of negligence, omission or misconduct on the part of Company; or (iii) infringement in any manner of any copyright, patent, trademark, trade secret, service mark or any other intellectual property right of any third party related to any material on or taken from AFI Advertisements and Brand Marks -- provided, however, in any such case, (a) AFI shall provide Company with prompt notice of any such claim; (b) AFI shall permit Company to assume and control the defense of such action, with counsel chosen by Company (who shall be reasonably acceptable to AFI); and (c) Company shall not enter into any settlement or compromise of any such claim without AFI's prior written consent, which consent shall not be withheld unreasonably. Company shall pay any and all costs, damages and expenses, including, but not limited to, reasonable attorneys' fees and costs (even if incident to any appeals) awarded against or otherwise incurred by any indemnified party described herein in connection with or arising from any such claim, suit, action or proceeding. Company's obligations under this Indemnification Section shall in no manner be affected by the existence or non-existence of insurance. AFI's right to indemnity under this Agreement shall arise notwithstanding that joint or concurrent liability may be imposed on Company and/or its affiliates by statute, ordinance, regulation or otherwise.

13. Confidentiality. Either Partner or AFI may disclose to the other certain written information that the disclosing Party designates as confidential and proprietary ("Proprietary Information"), including, without limitation, technical and other business information of the disclosing Party that is not generally available to the public. The Party receiving Proprietary Information solely in conjunction with its performance under this Agreement and not to disclose or otherwise use such information in any fashion. The receiving Party, however, will not be required to keep confidential such Proprietary Information that becomes generally available without fault on its part; is already rightfully in the receiving Party's possession without restriction prior to its receipt from the disclosing Party; is developed independently by the receiving Party; is rightfully obtained by the receiving Party from third Parties without restriction; or otherwise is required to be disclosed by law or judicial process.

14. Jurisdiction and Venue. This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of California. The parties acknowledge that a substantial portion of the negotiations, anticipated performance and execution of this Agreement occurred or shall occur in San Diego, Calif. Any civil action or legal proceeding arising out of or relating to this Agreement shall be brought in the courts of record of the state of California in San Diego County or the U.S. District Court, Southern District of California, San Diego Division. Each party consents to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court. Service of any court paper may be affected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws, rules of procedure or local rules.

15. Third Parties. Unless expressly stated herein to the contrary, nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties hereto and their respective legal representatives, successors and permitted assigns. Nothing in this Agreement is intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over or against any party to this Agreement.

16. Entire Agreement. This Agreement and the License Agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations (if any) made by and between such parties.

17. Notices. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing (including electronic transmission) and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service, electronically transmitted or mailed (airmail if international) by registered or certified mail (postage prepaid), return receipt requested, addressed to:

Affiliates Program
AutoFusion Inc.
1940 Garnet Avenue
Suite 104
Pacific Beach, CA 92109

AFI WEB SITE CONTENT

The Web Site Content shall include, but is not limited to, information including auto prices, insurance quotes, finance quotes, car title investigations, new and used car buying/leasing leads, news and articles relating to the following product areas:

Automobile Retailing, Auto Insurance, Automobile Financing, Auto Warranties & Service Plans (more product areas will apply as AFI develops additional value-added features)

1. Calculation of Partner’s Net Revenue Share (PNR)

Partner’s Net Revenue (PNR) shall be equal to the table below.

Agents shall receive 10% of all referred affiliate commissions

2. Distribution of Partner Net Revenue Share

This shall be calculated on a daily basis, and payment shall be distributed to Partner Inc. on a monthly basis (if the balance exceeds $10.00 U.S.) within 30 days after the end of such month. If the PNR balance is less than the $10 limit, payment will be withheld until the month end when the balance exceeds the limit.