This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the MyCarPage Affiliate Program (the "Program"). By submitting an application to enroll in the Program either through MyCarPage's site or otherwise, each applicant agrees to the following:

As used in this Agreement, "Affiliate" means the applicant; "MyCarPage" means Interval, Inc. a California corporation and "Site" means a World Wide Web site.
1. Enrollment in the Program

Affiliate has submitted a complete Program application either through the MyCarPage site or otherwise. MyCarPage will evaluate the Affiliate's application and will notify the Affiliate of acceptance or rejection into the Program. Affiliate's acceptance or rejection into the Program will be in MyCarPage's sole discretion. To induce MyCarPage to accept its application, Affiliate hereby represents and warrants to MyCarPage that its site does not and is not currently contemplated to:

• contain sexually explicit or obscene materials;
• promote violence or hatred;
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• contain any defamatory or libelous information;
• violate any applicable law, statute, ordinance or regulation or promote illegal activities;
• violate or infringe upon the intellectual property rights or right of privacy; or
• contain viruses, "Trojan horses," "worms," "time bombs," "cancelbots," or program features similar to the foregoing or other harmful or destructive programming routines.

2. Links; User Information
General Access or Link to MyCarPage: The Affiliate may add the MyCarPage site to its site or provide access to the MyCarPage site through a branded link on its site in a format to be approved by MyCarPage in its sole discretion. MyCarPage will provide to the Affiliate: guidelines, graphical artwork, and messaging for use in adding or linking the MyCarPage site to Affiliate's site. Affiliate agrees to notify MyCarPage immediately of any problems concerning the provided links or graphics.

User Information: "User Information" means any information pertaining to or collected from any person who gains access to or uses the MyCarPage site through any link from the Affiliate's site, which information may include, without limitation, vehicle data, marketing data, user preferences and any consumer information, market or profiling analysis of the foregoing (whether individually or in the aggregate).  Affiliate hereby acknowledges and agrees that, at all times during the term of this Agreement and following the termination of this Agreement, MyCarPage shall own and hold all right, title and interest in and to the User Information, and the Affiliate shall have no right, title or interest therein, or license thereto by virtue of its participation in the Program or otherwise.

3. Reports
MyCarPage will track user registrations resulting from adding or linking the MyCarPage site to the Affiliate site. The form, content, and frequency of any reports relating to the data captured may vary from time to time based solely on MyCarPage's discretion. Affiliate must ensure that the special links between the MyCarPage site and the Affiliate's site are properly formatted. MyCarPage will not be responsible for any failure to track MyCarPage registrations and activity by customers as a result of adding or linking from the Affiliate site if such failure to track registrations is due, in whole or in part, to improper formatting of the Affiliate site.

4. Policies
All installed MyCarPage users will be deemed to be customers of MyCarPage. Accordingly, all MyCarPage rules, policies, and operating procedures concerning customer service will apply to those customers. MyCarPage at its sole discretion may change policies and operating procedures at any time. For example, MyCarPage will determine in its sole discretion which partners and merchant sites will comprise its MyCarPage e-commerce offerings.

5. Trademark Guidelines
Affiliate hereby acknowledges that MyCarPage is the sole and exclusive owner of all of MyCarPage's trademarks. MyCarPage will provide Affiliate with MyCarPage graphic images that identify the Affiliate’s site as a Program participant. The Affiliate must display these logos (in the form received from MyCarPage) on its site. MyCarPage at its sole discretion may modify the text or graphic images of these notices from time to time. In addition, the Affiliate at its sole discretion may include a link to the MyCarPage site in email and print communications to its actual and potential users.

6. Trademark Usage
MyCarPage grants Affiliate a non-exclusive, worldwide, royalty-free, revocable right to use, reproduce, and transmit any text or graphic images in Section 5 and such other images and messages for which MyCarPage grants express permission, solely for the purpose of identifying Affiliate site as a Program participant and to assist in generating registered MyCarPage users and encouraging use of the MyCarPage site. Affiliate may not modify the graphics, the messages, or any of the MyCarPage images in any way. MyCarPage reserves all rights to the graphics, the messages, any other images, trade names and trademarks, and all other intellectual property rights. MyCarPage may revoke Affiliate license at any time by giving written notice. Affiliate agrees to remove such text or graphic images upon MyCarPage's request.

7. Covenants of Affiliate
Affiliate is solely responsible for the development, operation, and maintenance of its site and for all materials that appear on Affiliate site including, without limitation:

• The technical operation of Affiliate site and all related equipment.
• Posting product descriptions on Affiliate's site and linking those descriptions to MyCarPage
• The accuracy and appropriateness of materials posted on Affiliate's site (including, among other things, all product-related materials).
• Ensuring that materials posted on Affiliate's 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).
• Ensuring that materials posted on Affiliate's site are not libelous or otherwise illegal.

Affiliate further covenants that, at all times, the Affiliate Site will not:

• Contain sexually explicit or obscene materials;
• promote violence or hatred;
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• contain any defamatory or libelous information;
• violate any applicable law, statute, ordinance or regulation or promote illegal activities;
• violate or infringe upon the intellectual property rights or right of privacy; or
• contain viruses, "Trojan horses," "worms," "time bombs," "cancelbots," or program features similar to the foregoing or other harmful or destructive programming routines.

Affiliate further covenants that, upon termination of this Agreement, all links to the MyCarPage site and all references to MyCarPage, or the Program (including any trademarks of MyCarPage) will be removed from the Affiliate site and all program data related thereto deleted, within 24 hours of such termination.

8. Term and Termination
The terms of this Agreement will begin upon MyCarPage's acceptance of Affiliate's application and will end when terminated by either party. Affiliate or MyCarPage may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination

9. Modification
MyCarPage may modify any of the terms and conditions contained in this Agreement, at any time and at its sole discretion, by posting a change notice or a new Agreement on www.mycarpage.com. Modifications may include, for example, changes in the Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING A POSTING BY MYCARPAGE OF A CHANGE NOTICE OR NEW AGREEMENT ON ITS SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

10. Indemnification
Affiliate hereby agrees to indemnify, defend and hold harmless MyCarPage and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

11. Jurisdiction and Venue; Consent to Jurisdiction; Waiver of Jury Trial
AFFILIATE HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS INITIATED BY AFFILIATE OR MYCARPAGE AND ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT OR IN ANY WAY RELATED TO ITS RELATIONSHIP OR DEALINGS WITH MYCARPAGE SHALL BE LITIGATED IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA IN THE COUNTY OF LOS ANGELES OR THE UNITED STATES DISCTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA. AFFILIATE HEREBY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED BY MYCARPAGE IN ANY OF SUCH COURTS, AND AGREES THAT SERVICE OF SUMMONS AND COMPLAINT OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO AFFILIATE AT THE ADDRESS TO WHICH NOTICES ARE TO BE SENT PURSUANT TO THIS AGREEMENT. AFFILIATE WAIVES ANY CLAIM THAT THE COUNTY OF LOS ANGELES, CALIFORNIA OR THE CENTRAL DISTRICT OF CALIFORNIA IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. SHOULD AFFILIATE AFTER BEING SO SERVED, FAIL TO APPEAR OR ANSWER TO ANY SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE MAILING THEREOF, AFFILIATE SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY MYCARPAGE AGAINST AFFILIATE AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS. THE EXCLUSIVE CHOICE OF FORUM FOR AFFILIATE SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT, BY MYCARPAGE, OF ANY JUDGMENT OBTAINED IN ANY OTHER PERMITTED FORUM OR THE TAKING, BY MYCARPAGE, OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION, AND AFFILIATE HEREBY WAIVES THE RIGHT, IF ANY, TO COLLATERALLY ATTACK ANY SUCH JUDGMENT OR ACTION. MYCARPAGE AND AFFILIATE EACH ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN WOULD BE BASED UPON DIFFICULT TO UNDERSTAND SCIENTIFIC FACTS AND COMPLEX ISSUES RELATED THERETO AND THEREFORE, MYCARPAGE AND AFFILIATE EACH AGREE THAT ANY COURT PROCEEDING ARISING OUT OF ANY SUCH CONTROVERSY WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

12. Miscellaneous
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. Affiliate may not assign this Agreement, by operation of law or otherwise, without prior written consent from MyCarPage. 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. MyCarPage's failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

13. Independent Investigation
AFFILIATE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. AFILIATE UNDERSTANDS THAT MYCARPAGE 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. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

14. Entire Agreement. 
If any portion of this Agreement is determined to be or becomes unenforceable or illegal, such portion shall be deemed eliminated, and the remainder of this Agreement shall remain in effect in accordance with its terms as modified by such deletion. No waiver of any breach of this Agreement shall be effective unless in writing, nor shall any breach constitute a waiver of any subsequent breach of any provision of this Agreement. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements, negotiations, proposals and communications between the parties. Moreover, this Agreement shall replace and supersede any MyCarPage end user license agreement or terms of use contained on the MyCarPage site.

MCP AA 06Jun07 MM