PUBLISHER PARTNER PROGRAM Terms And Conditions 1. Private Label: PARTNER acknowledges that the data provided by yellowassistance.com in the Private Label is proprietary, and that the content of the YELLOW ASSISTANCE website is subject to copyright protection. PARTNER agrees not to modify, disassemble, decompile, reverse engineer, or otherwise alter any portion of the YELLOW ASSISTANCE website, its content, etc. 2. Term: This Agreement shall have an initial term of one year and shall automatically renew for two additional one-year terms pursuant to agreement, absent written notice of cancellation received from the PARTNER not less than 30 days prior to the last day of the then current term. Notwithstanding the foregoing, YELLOW ASSISTANCE reserves the right to cancel this Agreement upon tender of written notice should: (i) all or substantially all of the assets of the PARTNER be sold, assigned or otherwise transferred to any individual or entity other than such persons or entities currently controlling, under common control with or controlled by the PARTNER; (ii) 50% or more of the equity securities or voting interest of PARTNER or an entity controlling the PARTNER be sold, assigned or otherwise transferred in a single transaction or a series of related transactions; (iii) the PARTNER or its ultimate parent become a party to a merger, consolidation or other similar transaction; (iv) in YELLOW ASSISTANCE’s sole discretion, either the Website or the provided content to be found to be obscene, misleading, or otherwise contain information that disparages YELLOW ASSISTANCE, or any subsidiary or affiliated entity. 3. Limitation on Liability – Obligations of the Parties: PARTNER agrees that the YELLOW ASSISTANCE website is provided “as is”, and that the use of the YELLOW ASSISTANCE website and any information contained thereon is subject to the terms and conditions as detailed on said site. PARTNER further agrees that YELLOW ASSISTANCE or any third party owner shall not be liable for special, indirect, punitive, incidental or consequential losses or damages, lost income, lost revenue, lost profits, or any claim or demand of a similar nature or kind, or any claim or demand against PARTNER by any third party, whether based on contract, tort, or any other theory, regardless of forseability and even if YELLOW ASSISTANCE has been advised of the possibility of such damages. PARTNER represents and warrants that it has all rights necessary to use and permit the use of the content provided to YELLOW ASSISTANCE under this Agreement, and PARTNER agrees to defend, indemnify and hold YELLOW ASSISTANCE harmless from any and all claims, actions, demands, or liability of third parties which relate to or arise on account of the placement of any PARTNER supplied content on the YELLOW ASSISTANCE website, or any other activities of the PARTNER involving or relating to the activities contemplated under this Agreement. YELLOW ASSISTANCE’s entire liability for damages (if any) in connection with this Agreement, and the actions and activities contemplated by this Agreement whether based in contract, tort or otherwise, will in no event exceed the amount of revenue paid to PARTNER during the annual term within which such liability arose. 4. Warranty: YELLOW ASSISTANCE warrants that: a. it shall provide the data consistent with standard industry practices; b. it is authorized to provide the data; c. by executing this Agreement it does not violate any law, statute or regulation, or breach any other agreement to which it is a party or is bound. d. Upon delivery, the data will be as current, accurate and complete as may be reasonably achieved using the source data, compilation procedure and data processing methods normally employed by YELLOW ASSISTANCE in the ordinary course of its business. YELLOW ASSISTANCE does not warrant that the data is error-free. Client warrants that: a. It is a corporation or limited liability company that is duly formed and in good standing under the laws of the state of its incorporation or organization; b. It has full power and authority to enter into and perform the Agreement; and c. By executing and performing under the Agreement, PARTNER does not violate any law, statute or regulation, or breach any other agreement to which it is a party or is bound. 5. Confidential Information: Any information, written or oral, that related to either party’s business, products, processes, or services, and personally identifiable information about either party’s customers (including but not limited to names, telephone numbers and addresses), that is designated as confidential or proprietary or that a reasonable party would understand to be confidential or proprietary, with the following exceptions: a. information that was already known to the non-disclosing party; b. information obtained from public or published information; c. information received from a third party not known to be employed or affiliated with the disclosing party; and d. information which is or becomes known to the public other than through a breach of this Agreement. The terms of this Agreement, software, and technical documentation related to the website shall be deemed Confidential Information regardless of any lack of designation. 6. Arbitration: Injunctive Relief. In the event that there shall be a dispute among the Parties arising out of or relating to this Agreement, the Parties agree that such dispute among the Parties shall be submitted to binding arbitration in Tulsa County, Oklahoma in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrators shall be empowered to provide any and all applicable remedies at law or in equity. Any award issued as a result of such arbitration shall be final and binding between the Parties thereto, and shall be specifically enforceable by any court having jurisdiction over the party against whom enforcement is sought. For all purposes of this Agreement, the Parties submit to the jurisdiction and venue of any court located in Tulsa County, Oklahoma. 7. Miscellaneous: a. PARTNER may use or reference YELLOW ASSISTANCE’s name directly or indirectly in any of its publicity and/or marketing materials with the prior written consent of YELLOW ASSISTANCE. PARTNER may not make any public statements regarding this Agreement or its relationship with YELLOW ASSISTANCE without the prior written consent of YELLOW ASSISTANCE. b. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Oklahoma without regards to any conflict of laws statute or principal. PARTNER agrees that any dispute related to this Agreement or the actions contemplated herein shall be exclusively heard in the state and federal courts located in Oklahoma and further agrees that said courts are convenient and appropriate forums for this purpose. c. This Agreement constitutes the entire agreement of the parties and can only be amended by a written instrument signed by both parties. d. Notwithstanding the PARTNER designation nothing in this Agreement is intended to create a legal partnership, and both parties represent that they will not present themselves as entities authorized to act on behalf of the other. e. PARTNER shall not: (i) resell the site in any way except as provided in this Agreement; (ii) sell, license or distribute the Data in substantially similar format as originally provided to PARTNER; or (iii) sell, distribute or display the site as a product or service branded with the name YELLOW ASSISTANCE or any variation thereof. f. PARTNER agrees that the phrase, “Powered by” and the Yellow Assistance Logo will appear in the footer portion of the Private Label.