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Fax - - Email Address Website CONTENT AFFILIATE AGREEMENT You should carefully review the rvSearch.com "Content Affiliate Agreement" (this "Agreement"). By clicking "Sign Up Now", you agree to be bound by all terms and conditions set forth herein. If you have any questions about how to complete the registration form, you may contact rvSearch.com at dscifres@rvsearch.com. TERMS OF AGREEMENT: WHEREAS the parties to this Agreement, the rvSearch.com, a business division of Affinity Group, Inc. ("AGI"), and your company (identified on the Content Affiliate Application) ("Affiliate"), hereby enter into this Agreement and express their desire for AGI to supply rvSearch Content via the Framed Pages (each as defined below) in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the mutual promises, duties and obligations set forth in this Agreement, the parties agree as follows: 1. In this Agreement, we or us means AGI, and our refers to the property (which includes the rvSearch.com website) of AGI. You and your means the Affiliate and its property (which includes its website). 2. Affiliate Content means the frame portion of the Framed Pages. Content Affiliation means our provision of rvSearch Content to your website in the form of Framed Pages Framed Pages means the rvSearch.com web pages that we will provide to you to be framed by the outside "frame" of your website, in a format reasonably determined by us. Marks means the rvSearch and rvSearch.com trade names and the AGI logos and trademarks to be set forth on the Framed Pages in accordance with this Agreement. Promotional Links means links to any third party or affiliated web sites for which AGI receives monetary consideration. rvSearch Content means the content hosted on the rvSearch.com website that will be delivered by us on the Framed Pages 3. This Agreement confirms the terms and conditions of your Content Affiliation with us. By clicking on the "Sign Up Now" button, you are stating and confirming that you have read and understand the terms set forth in this Agreement, and that you are explicitly affirming your acceptance of this Agreement, including your agreement to be bound by all of its terms and conditions. 4. You must complete a Content Affiliate Application through the rvSearch.com website to enroll as a Content Affiliate. All new Affiliates will be tentatively approved upon our receipt of a Content Affiliate Application. Subsequently, we will evaluate your application and will notify you of our decision as to your acceptance or rejection. You understand and agree that we are under no obligation to accept your application. Additionally, we may cancel our acceptance of your application if we should determine that your website is unsuitable for the Content Affiliation, for any reason and in our sole discretion. Reasons justifying unsuitability include but are not limited to (a) In our sole discretion, our opinion and determination that your website contains inappropriate images or content, or images or content that are in any way illegal, harmful, threatening, libelous, defamatory, obscene, racially or ethnically or otherwise objectionable, and similar reasons; (b) Any image or content which contains imagery or text which promotes illegal activity, promotes or encourages violence, promotes or encourages violence of any type, conveys or depicts explicit sexual messages or images, and any activity which infringes or encourages other to infringe on any trademark, copyright, or other intellectual property rights. Such objectionable material will hereafter be referred to as "Content Restrictions". 5. We will give your website access to button links/text links to the Framed Pages (referred herein as "Links"). You are permitted to display these Links on your website, subject to the terms and conditions found elsewhere in this Agreement; however, you may not modify them at all without prior written approval from us. By using the Links, you agree that you willfully cooperate in establishing and maintaining our Links. You also agree to display the Links prominently throughout the website as fits your needs, and we apply reasonableness and good faith in approving all such Links for your use. It is imperative that Links connecting users of your site to the Framed Pages may not alter the appearance or functionality of the Framed Pages. We shall retain the right to monitor your website, in an ongoing manner, to determine if you are complying with the terms of this Agreement. 6. We will be the sole responsible party for handling all aspects of consumer service related to the Framed Pages. You will not be entitled to any fees for any transactions effected or payments made through the Framed Pages. 7. We will be exclusively responsible for procuring and placing all advertisements on the Framed Pages and will be entitled to retain all revenues received therefor. We may, in our sole discretion, accept or reject proposed advertisements. You understand and agree that the Framed Pages will contain hypertext links to non-Framed Pages as we determine in our sole discretion from time to time, including without limitation Promotional Links. There will be no links from the Framed Pages to any pages on your Site. 8. Any customer who enters into a transaction on the Framed Pages as a result of the Links from your website shall be considered the customer of AGI. Therefore, all AGI policies, rules, and operations procedures regarding customer service apply to such customers. We may change our policies, rules and operations procedures at any time. We will set the prices to be charged for transactions on the rvSearch.com website. Prices and services available on rvSearch.com website and the Framed Pages will vary from time to time. 9. AGI hereby grants you the non-exclusive and revocable right to all of the following, provided however that such right is not transferable: (a) to access the Framed Pages through Links solely in accordance with the terms of this Agreement, and (b) to use our Marks solely in connection with such Links, and for the sole purpose of generating visits to the Framed Pages from your website. You are not permitted to change such Marks in any manner. You are entitled only to use them to the extent you are and remain a Content Affiliate member in good standing. You shall have no right to sublicense any of the foregoing rights (including without limitation to Web hosts or ISPs) or reuse the rvSearch Content without AGI's prior written consent. Any rights not expressly granted by AGI to you are reserved by AGI, and all implied licenses are disclaimed. You shall not exceed the scope of the licenses granted hereunder. 10. AGI hereby reserves the right to collect data from any consumer concerning their preferences and tastes, and to use such data in connection with any online, offline, or electronic mail offering directed to consumers, so long as such data collection and offerings will be conducted in accordance with applicable laws. 11. You and any persons under your control and authority, including but not limited to agents, officers, directors, independent contractors and employees may not publish, distribute, create or permit any written material that refers to us without first having such materials previously approved by us in writing. 12. You may use our licensed materials (See para. 9 above) for the sole purpose of generating visits to the Framed Pages. Regarding such use, you must submit a sample of the proposed use to us and obtain our prior written approval. You agree not to use any such materials in any manner which portrays AGI or rvSearch.com in a negative way. We may revoke your rights granted by this provision at any time by giving you notice in accordance with the terms of paragraph 18 of this Agreement. Upon the termination of this Agreement, you have no further rights to the use of our licensed materials, and you agree to destroy or return any copies of all such materials promptly. Any permitted use granted by this provision shall terminate on the effective date of the termination of this Agreement. 13. All right, title and interest in and to the Marks, the rvSearch Content and the Framed Pages (other than the Affiliate Content)(including without limitation all rights therein under copyright, trademark, trade secret and similar laws) shall remain with AGI or its licensors and/or suppliers. You acknowledge that your use of the Marks will not create in you, nor will you represent that you have, any right, title or interest in or to the Marks other than the license granted by AGI above. You will not challenge the validity of or attempt to register any of the Marks or your interest therein as a licensee, nor will you adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the Marks. You acknowledge AGI's and its affiliates' ownership and exclusive right to use the Marks and agrees that all goodwill arising as a result of the use of the Marks shall inure to the benefit of AGI and its affiliates. All right, title and interest in and to the Affiliate Content (including without limitation all rights therein under copyright, trademark, trade secret and similar laws) shall remain with you or your licensors and/or suppliers. 14. You give to AGI a non-exclusive license to use your names, titles, logos, trademarks and service marks ("your materials") to market, publicize and promote, in any manner, our services; however, we are not required to do so. You herein represent and warrant that you are the sole, licensed owner of your materials and have the right to grant us such license. Additionally, you represent that the granting of such license to us will not result in a breach, infringement, or other wrongful use cause of action by any other person. You further agree to hold us harmless from any liability, costs, expenses, or damages, including attorney fees for our own defense, in the event that some other party challenges your ownership of your materials. This license granted to us by this provision shall terminate upon the effective date of termination of this Agreement. 15. You are solely responsible for the development, operation and maintenance of your website, and for all materials that appear on your website. You agree that we have no responsibility or liability for the foregoing. 16. You are solely responsible for ensuring that all materials posted on your website do not infringe upon or violate the rights or ownership of any other person, and that such materials are not illegal in any manner. We shall not be responsible or liable if you use another person's proprietary materials in violation of any law. In the event that we suffer any expenses or damages arising from your wrongful use, you hereby indemnify and hold us harmless for all such expenses and damages, including but not limited to attorney's fees. 17. This Agreement becomes effective upon our acceptance of your Content Affiliate Application. This Agreement will end when terminated by us in accordance with the terms herein. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. E-mail notice by us to your e-mail address listed in our records - or by you to our e-mail address listed in your records - is sufficient notice for us to terminate this Agreement. 18. AGI may change any of the terms and conditions in this Agreement at any time and in our sole discretion. It shall be sufficient notice to you if we notify you by e-mail to your address in our records, or if we post on our website the notice of change or notice of a new Affiliate Agreement. All such changes shall take effect forty eight (48) hours after we give notice as set forth above, unless other time frames are indicated in our notice to you. You may terminate this Agreement if you will not accept any of the revised terms. Your continued participation as a Content Affiliate after the effective date of a change or new Affiliate Agreement will constitute your legal acceptance. 19. You and we are independent contractors. Nothing in this Agreement shall be construed to create any other sort of legal relationship. There is no joint venture, partnership, agency, employment, franchise or other relationship between us. You will not make any statement or indication in any materials, including on your website, that is inconsistent with the above. 20. You hereby grant us the right to issue press releases and similar announcements regarding the Content Affiliation, and to represent that you are a Content Affiliate, without obtaining your prior consent. We shall portray your status as a Content Affiliate in a true and accurate manner. 21. We make no representation or warranty that the operation of the Framed Pages or the rvSearch.com website will be error-free or uninterrupted, and we will not be liable for the consequences of the same. Additionally, we make no warranties, express or implied, that the Content Affiliation or any product or service we provide through the Content Affiliation, including but not limited to a warranty of fitness merchantability, or non-infringement, and warranties implied from course of dealing, trade usage, etc. 22. We shall not be liable to you, or to any person connected to you, for any indirect, consequential or special damages, or for any lost revenue, lost profits, or lost data arising from this Agreement or your Content Affiliation, regardless of the circumstances. 23. As a result of your Content Affiliation, we will likely disclose to you information which we consider to be confidential. Such confidential information shall include but not be limited to changes to the terms of this Agreement made only for your site and not generally available to other Content Affiliates, website, business and financial information concerning AGI, customer and vendor lists, pricing and sales information, and information which we designate to you as confidential during the term of this Agreement. You shall not disclose any confidential information. Such confidential information shall remain absolutely confidential and secret, and shall not be used, directly or indirectly, by you for any purpose. The only exception shall be such information as is generally known and available to the public, or if required by law to be on file as a public record. 24. You agree to indemnify, defend and hold us harmless (including our officers, directors, shareholders, employees, agents, affiliates, successors and assigns, from any and all claims, liabilities, damages, losses or expenses - including attorney fees incurred by us - of any type, to the extent that such actions are based on (a) any claim, actual or threatened, that our use of your trademarks, etc., infringe on the rights of any other person; (b) the breach of any representation or warranty made by you in this Agreement; or (c ) any claim related to your website, regardless of who brings the claim against you. 25. You warrant that this Agreement has been duly executed and is valid in every way. You warrant that this Agreement is hereby delivered to us, and constitutes your legal and binding obligation. You warrant that this Agreement is enforceable against you in accordance with its terms, and that the execution, delivery and performance by you pursuant to this Agreement are within your legal capacity. You warrant that there is no further approval or consent of another person necessary to make this Agreement valid and binding, and that it has been duly authorized by all requisite actions on your part. You also warrant that this Agreement does not constitute a default under any law or Order to which you are subject, or under the terms of any other agreement which applies to you or is binding upon you. 26. AGI and you agree to waive our rights to trial by jury for matters arising out of this Agreement. Disputes which cannot be settled amicably between us shall be subject to binding arbitration in accordance with the rules of the American Arbitration Association. To initiate binding arbitration, one party must give the other party 14 days prior written notice that it intends to submit a contested matter to binding arbitration. The arbitration process shall begin within the 30 days following the date a party was served with notice of arbitration. The arbitration shall be held in Los Angeles, California. The arbitrator may enter a default decision against either party if that party fails to participate in the arbitration proceedings. The arbitrator's final and binding decision will be entered in the applicable Los Angeles County, California court. The terms of this provision shall remain in force following the termination of this Agreement. 27. You represent that you have conducted an independent evaluation of your participation as a Content Affiliate, and that you are not relying on any representation, guarantee, writing, or statement from any person except as set forth in this Agreement. You further acknowledge and represent that you have carefully and completely read this Agreement. You understand that we may (directly or indirectly and at any time) solicit customer referrals on terms different from those contained in this Agreement. We may also operate websites that are in competition with or similar to your website. 28. This Agreement will be governed by the laws of the State of California. This Agreement is binding on you and will inure to the benefit of, and be enforceable against, your and our successors and assigns. Either party's failure to enforce the performance of any provision herein shall not constitute a waiver of any right to subsequently enforce the same provision or any other provision of this Agreement. 29. This document constitutes the full and binding Agreement between you and AGI. Remember, by clicking on the "Signup Now" button, you are affirmatively stating that you have read and understand all of the terms set forth in this Agreement, that you accept the terms of this Agreement and agree to be bound by them. You agree that by clicking on the "Signup Now" button shall constitute your legal signature for purposes of executing and making effective this Agreement. I do not accept the Content Affiliate Agreement. I have read and do accept the Content Affiliate Agreement.   Copyright © 2010 rvSearch.com      Part of the RV.net Family