1.

License. Haines Obtains! Ltd. (“Haines”) hereby grants to you, and you hereby accept, a non-exclusive, non-transferable license to display a Link (as defined below) to the home page of Hainesville.com (“Hainesville”) on the World Wide Web site owned or operated by you (the “Linking Site”). Such Link shall consist solely of the registered trademark “Infinity” logo (the “Logo”) owned by Haines. You may not modify, edit or in any way alter the Logo in any manner. Nothing in this Agreement shall grant you any rights in and to the Logo, the Hainesville site or any other intellectual property of Haines or any of its affiliates, other than expressly set forth herein. For purposes of this Agreement “Link” shall mean a hypertext link located on the Linking Site which shall link directly to the home page or other selling page of Hainesville located at www.hainesville.com (as such URL may be modified from time to time), and which shall be implemented by the Linking Party solely in accordance with this Agreement

2.

Guidelines. You agree to comply with the following guidelines:

(a)

You may use only the Logo in the specific format provided to you by Haines, as such Logo and format may be modified and provided to you by Haines from time to time. Such Logo and format shall be provided to you after you agree to be bound by the terms and conditions of this Agreement by clicking on the “I Agree” button.

(b)

You may only use the Logo on the Linking Site, and not in any other manner. The Logo must always be an active link to the homepage of the Hainesville site and not to any other page, as “deep linking” past the Hainesville homepage is strictly prohibited. Any Links must display such homepage exactly as it has been created by Haines; no “framing” or other alterations or additions are permitted.

(c)

The Logo may be used only on web pages that make accurate references to Haines or its products and services, and must be displayed adjacent to the reference or at the bottom of the same page. Your web page title and other trademarks and logos must appear at least as prominent as the Logo. You may not display the Logo in any manner that implies sponsorship, endorsement or license by Haines, Hainesville or any affiliated company or entity.

(d)

The Logo must appear by itself, with a minimum of 10 pixels of spacing between each side of the Logo and the other graphic or textual elements on your page. The Logo may not be used as a feature or design element of any other logo.

(e)

You may not alter the Logo or any elements thereof in any manner, including size, proportions, colors, etc., or animate, morph or otherwise distort their perspective or appearance.

(f)

You may not use the Logo on any site that disparages Haines or any of its affiliates (including without limitation, Haines Obtains! Ltd., Haines Entertains! Ltd., Hainesville) or their respective products or services.

(g)

All use of the Logo by you shall insure to the benefit of Haines.

3.

Representations and Warranties. You hereby represent and warrant to Haines that you (a) have the right, power and authority to enter into this Agreement and perform your obligations as set forth herein, (b) are under no obligation or restriction, nor will you assume any such obligation or restriction, that does or would interfere or conflict with your obligations under this Agreement, (c) the information provided above is true, correct and complete, and (d) understand and agree that the “Infinity” logo is a registered trademark of Haines and that all rights in and to the Logo not granted herein are reserved by Haines.

4.

Covenants. You hereby covenant and agree with Haines that (a) you shall comply with Hainesville’s Privacy Policy and Terms of Service, each in effect from time to time, (b) the Linking Site shall not be operated in violation of any applicable federal, state or local law, rule or regulation, (c) the content included on the Linking Site, as well as the operation of the Linking Site, will not violate or infringe the copyright, trademark, trade name, patent, literary, intellectual, artistic or dramatic right, right of publicity or privacy or any other right of any entity or person or contain any material which is libelous, slanderous or obscene, (d) if any of the information provided above changes at any time, you will notify Hainesville as specified below in Section 10, and (e) the Linking Site shall not publish, link to, sell or otherwise distribute Adult Content (as defined below), and you will remove any such Adult Content as soon as you become aware, or are made aware, of such Adult Content. For purposes of this Agreement, “Adult Content” means any material, including textual, audio or video material, which is violent or pornographic or which contains nudity, explicit violent or sexual material or depictions of violent or sexual acts beyond those normally available on Hainesville.

5.

Use of Data. You shall not have the right to use, publish, share, sell or otherwise distribute any data collected with respect to users of the Linking Site which relate to (i) their clicking on a Link, (ii) their use of Hainesville, or (iii) any other information deemed proprietary by Haines.

6.

Disclaimer of Warranties. HAINES HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED OR STATUTORY, WITH RESPECT TO THE LOGO, HAINESVILLE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Haines obtains the content appearing on Hainesville from sources it deems to be reliable; however, neither Haines nor any of its vendors warrants the accuracy or completeness of such content.

7.

Limitation of Liability. IN NO EVENT SHALL HAINES BE LIABLE FOR ANAY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, SAVINGS, DATE OR USE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY), ARISING OUT OFTHIS AGREEMENT, BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THE LACK OF A REQUIREMENT OF ANY MONETARY PAYMENT HEREUNDER IS BASED UPON THESE LIMITATIONS, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OR ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Without limiting the foregoing, Haines and its vendors shall have no responsibility for any monetary damages under any contract, tort or other legal or equitable theory, regardless of the form of the action. Such limit shall apply whether or not Haines or it vendors have been advised of the possibilities of such damages.

8.

Indemnity. You shall indemnify and hold harmless, Haines, its affiliates, and their respective officers, directors, members, employees and agents (the “Haines Indemnities”) from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney fees) arising out of or accruing from (a) any misrepresentation or breach if your representations and warranties set forth in this Agreement; and (b) any non-compliance by you with any covenants, agreements or undertakings of Linking Party contained in or made pursuant to this Agreement.

9.

(a)

the term of this Agreement shall begin on the date you agree to be bound by the terms hereof by clicking on the button below labeled “I Agree” and shall continue on a month to month basis until terminated as provided herein.

(b)

Haines may terminate this Agreement at any time upon notice to Linking Party.

(c)

Linking Party may terminate this Agreement at any time upon thirty (30) days prior written notice to Haines

(d)

This Agreement shall terminate automatically and simultaneously with the Linking Party if in violation of this Agreement.

(e)

Whether or not Haines terminates this Agreement as provided herein, Haines reserves the right to take action against any use that does not conform to this Agreement, infringes any intellectual property or any other right of Haines, or violates applicable law.

(f)

Immediately upon termination of this Agreement, you shall discontinue all likes to the Hainesville site and cease all use of the Logo. The provisions of sections 3, 4, 5, 6, 7, 8, 9(f), 11 and 13 hereof shall survive the termination of this Agreement.

10.

Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally, or by courier, overnight delivery service, confirmed facsimile or confirmed email, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail with postage prepaid. Notices to you shall be sent to the address specified above by you. Notices to Haines should be sent to the following address:

Haines Obtains! Ltd.
2934 ½ Beverly Glen Circle #28
Los Angeles, CA 90077

You may change your address for notices by giving us written notice in the manner set forth above. Haines may change its address for notices by updating this page. In the event you have not indicated an address, or your address is no longer current, Haines may use (i) the address indicated for the owner of the URL of the Linking Site in the database maintained by ValueWeb, or any applicable domain registration authority, or (ii) the email address of the webmaster of the Linking Site, or any similar email address specified on the Linking Site.

11.

Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any controversy or claim arising out of or relating to this Hainesville site, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any controversy or claim of any other party. The arbitration shall be conducted in Los Angeles, California, and judgment of the arbitration award may be entered into any court having jurisdiction thereof. Either you or Hainesville may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles, California necessary to protect the rights or property of you or Hainesville pending the completion of the arbitration. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Hainesville site must be filed within one (1) year after such claim or cause of action arose or be forever barred.

12.

Amendment. Haines reserve the right in its sole discretion to amend this Agreement by providing you with prior written notice thereof. If you do wish to be bound by any such amendments, you may terminate this agreement within thirty (30) days of receiving notice of such amendment by providing written notice of termination to Haines.

13.

Miscellaneous. This Agreement constitutes the entire agreement between the parties and supersedes all oral or written agreements and understandings made and entered into by the parties prior to the date hereof. You may not assign this Agreement in whole or in part without the prior written consent of Haines. Subject to the foregoing limitation, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, personal representatives, successors and assigns. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. This Agreement shall not be construed or deemed to create any partnership, joint venture, agency, franchise, or other form of agreement or relationship than as expressly set forth herein. Neither party shall be obligated to compensate the other with respect to the terms of this Agreement.

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