inclue! Friends Network Agreement

This Agreement, between inclue! Inc. ("inclue!" or "we"), a Delaware Corporation, with its principal place of business at 7825 Fay Avenue, La Jolla, California, and you, the Friend ("you" or "Friend"), contains the complete terms and conditions that apply to participation in the inclue! Friends Network.

Participation in the Program
Inclue! may terminate this Agreement anytime, if your site is determined (at our discretion) to be unsuitable for the Program.

Promotion of Our Friends Network
We will make available to you (via inclue!'s site) a variety of graphic and textual links (the "Links"), which, subject to terms and conditions, you may display as often and in as many areas of your site as you desire. The Links will serve to identify your site as a member of our Friend Network and will establish a link from your site to ours. inclue! may also produce custom HTML that allows for the creation of a downloadable custom version of inclue!

Friend Agrees To:

• Observe inclue!'s exclusive rights as to the names of its properties, including but not limited to inclue!, and inclue.com within all pay-for-placement and other search engines. Additionally, Friend may not claim to be inclue! in any pay-for-placement or other search engines. If Friend violates this policy, Friend will be terminated.
• Place inclue! Links on your site.
• Have sole responsibility for the development, operation, and maintenance of your site and for materials appearing on your site.
• Ensure that materials posted on your site are not illegal and do not infringe on the rights of any person or entity of any kind. We disclaim all liability for all materials on your site.
• Indemnify, defend, and hold us harmless from all claims, damages, and expenses relating to the development, operation, and contents of your site.
• Make sure that your site does not copy or resemble the look and feel of inclue! or create the impression that your site is our site or a part of our site.
• Send e-mail in full compliance with the CAN-SPAM law.

Publicity
You shall not create, publish, distribute, or permit any written material that makes reference to us without first receiving consent.

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

Limited License
We grant you a nonexclusive, nontransferable, revocable right to access our site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your site as a participant in the Program and assisting in increasing installations of Inclue!. You may not alter, modify, or change the Links in any way. You are entitled to use the Links to the extent that you are a member in good standing of the Inclue! Friends Network. We may revoke your license anytime by giving you notice.

Disclaimers
We make no express or implied warranties or representations with respect to the Inclue! Web site or the Inclue! Friends 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, 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.

Termination
The terms of this Agreement will begin upon your acceptance of this agreement. This Agreement shall continue until terminated at any time by either party by giving notice of termination. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Links to our site, and all inclue! trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you in connection with the Program.

Modifications
We may modify the terms and conditions of this Agreement at any time. You will be notified by e-mail, and a change notice will be posted on our site. If the modifications are unacceptable to you, your recourse is to terminate this Agreement. Your continued participation in this Friends Network after a change notice has been posted will constitute binding acceptance of the change.

Independent Parties
You and inclue! are independent parties 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.

Representations and Warranties
You hereby represent and warrant to us as follows:

1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
2. The development, operation, and contents of your site do not infringe upon the copyright, trademark, or any other right of any person or entity.

Independent Investigation
You acknowledge that you have read this Agreement and agree its terms and conditions. You 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 Inclue! Friends Network and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

Fraud
If you commit fraud or falsify information in connection with the installation of inclue! through the Links on your site, this Agreement will be terminated immediately. In addition, you will be liable to inclue! for any and all damages that inclue! suffers as a result of such actions. We will not hesitate to pursue all legal causes of action to the extent possible under the law.

Anti-Predatory Advertising Policy
Friends will be removed from the inclue! Friends Network if they are utilizing or distributing software downloads that potentially enable diversions of commission from other Friends or inclue! Affiliates in our Program.

Assignment
This Agreement and the rights and obligations hereunder may not be assigned by you without prior written consent of inclue!

Reservation of Rights
inclue! may terminate this Agreement at any time if your site is determined (at our sole discretion) to be unsuitable for the Program, even if your site has not changed since the time that your Friends Network application was accepted. inclue! reserves the right to monitor Friend sites to determine compliance with this Agreement.

Governing Law
This Agreement will be governed by the laws of the United States and the State of California, 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 California, 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 a provision or any other provision of this Agreement.

By clicking the "I agree" button, you agree to the terms of the inclue! Friends Network Agreement.

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