AFFILIATE REFERRAL AGREEMENT AND USER LICENSE IMPORTANT-READ CAREFULLY: The Dependable Auto Shippers (DAS) Affiliate Referral Agreement and User License between you (either an individual person or a single legal entity, who will be referred to in this Agreement as “Affiliate Partner”) and DEPENDABLE AUTO SHIPPERS, INC. (“DAS”), a Texas corporation located at 3020 Highway 80 East, Mesquite, Texas 75149. This agreement (“Agreement”) contains the complete terms and conditions for the participation in the Dependable Auto Shippers Affiliate Partner Program (“Program”), for referrals to its 800 call center, and the establishment of Links from AFFILIATE PARTNER’s Website(s) to DAS’ domestic Website to promote DAS’ shipment of automobiles and light trucks, motorcycles, specialty vehicles, snowmobiles, and other motorized vehicles. The parties hereto agree and understand that this document is a legal agreement and they are affirmatively stating that they have carefully read and understand the terms set forth in this agreement, and they agree to be bound by the terms of this agreement. The parties have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee or statement other than as set forth in this agreement. 1. DEFINITIONS 1.1 “Affiliate” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under the common control of a party. 1.2 “Affiliate Partner’s Website” means one or more of AFFILIATE PARTNER’s Websites, Affiliate Program Websites, and any successor Website to those Websites. 1.3 “Completed Transaction” is one in which a User has been referred to the DAS 800 call center by AFFILIATE PARTNER or who has accessed the DAS Website from the AFFILIATE PARTNER’s Website and completes payment for vehicle transportation services. 1.4 “Click-Through” means each instance in which a User navigates from the AFFILIATE PARTNER’s Website, to and fully loads a page from DAS’ Website. As used herein, a page “fully loads” when the entire page is displayed on the electronic device that has accessed the page. 1.5 “DAS Approved Links” means any graphical or text link, including, without limitation, Banner Advertisements and persistent hyperlinks in the form of a DAS logo that is located on the AFFILIATE PARTNER Website through which Users may directly link to a location on DAS’ Vehicle Website. The parties expressly agree that there will be no pop ups, pop unders, or banner advertisements used by DAS in its link to AFFILIATE PARTNER’S Website. 1.6 “DAS Vehicle Website” means the software code, informational databases, products, and other components that make up DAS’ services which are marketed for use by individual end users in the United States, and/or such other locales as DAS may elect to market their service, at their sole discretion, to enable such end users to shop for, reserve, and book vehicle shipping and pay for certain vehicle transportation services via a personal computer (or other interactive device) connected to the Internet or any other network including but not limited to www.dasautoshippers.com and the DAS affiliate program website. DAS currently offers these services on the Web under the name “The Real Dependable Auto Shippers,” but DAS may change the name from time to time, and the term “DAS Vehicle Website” as used in this Agreement is deemed to refer to all future versions of DAS’ online services described in this Agreement, regardless of the name under which it is offered from time to time, and includes without limitation any and all additional, follow-on, successor or replacement versions of these Websites. 1.7 “Link” means either: (i) one or more hyperlinks located on the applicable areas of AFFILIATE PARTNER’s Website, (ii) any “keywords”, such as “Vehicle Moving”, “Moving Vehicle”, “Vehicle or Auto Shipping”, etc. that invokes AFFILIATE PARTNER’s software program on AFFILIATE PARTNER’s Website and returns a DAS Approved Link, or (iii) any other alternative method that enables a User to access DAS’ Website or return to The AFFILIATE PARTNER’s Website. Links also include any connection to the DAS Vehicle Website through the Internet, email, broadband, Internet II, wireless and handheld devices, cell phones, digital appliances, or other digital interactive means, networks, devices, or transmissions (whether existing now or in the future). 1.8 “Look and Feel” means the distinctive and particular elements of graphics, design, organization, presentation, layout, user interface, navigation, trade dress, colors and stylistic convention (including the digital implementations thereof) within a World Wide Web, and the total appearance and impression substantially formed by the combination, coordination and interaction of such elements, and any derivative works. 1.9 “Net Transportation Revenue” means the net revenue DAS receives as a direct result of Users effectuating a Completed Transportation as booked on the DAS Vehicle Website or 800 call center, based on origin and destination, and the service selected such as terminal to terminal, terminal to door, door to terminal, or door to door. 1.10 “User” means individuals or entities that access the DAS 800 call center or DAS’ Vehicle Website directly from AFFILIATE PARTNER’s Website. For purposes of clarification, the meaning of “User” shall not include any software program or routine that generates a Click-Through with no individual person actually present, such as shopping bots or other computer programming routines that are intended to scrape, mine, surreptitiously intercept or expropriate any information for the purpose of comparison shopping. 1.11 “Term” means the length of time that the Agreement is in force and any succeeding terms as provided in this Agreement. 1.12 “Vehicles” means automobiles and light trucks, motorcycles, specialty vehicles, snowmobiles, and other motorized vehicles. 2. AFFILIATE PARTNER’S OBLIGATIONS 2.1 AFFILIATE PARTNER will complete and promptly submit a W-9 form to DAS which provides that AFFILIATE PARTNER’s Website does not incorporate images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable such as Websites that depict sexually explicit images; promotes violence, illegal activities, or unlawful discrimination of any kind; promotes or incorporates any materials which infringe or assist others to infringe the intellectual property rights of others (collectively “Content Restrictions”). 2.2 AFFILIATE PARTNER shall prominently display and maintain the DAS Approved Links provided to AFFILIATE PARTNER by DAS, or any addition to or substitute thereof that DAS may provide to AFFILIATE PARTNER from time to time during the term of this Agreement, on AFFILIATE PARTNER’s Website which shall link directly to the DAS Vehicle Website. In the event DAS provides AFFILIATE PARTNER with new or modified DAS Vehicle Approved Links, AFFILIATE PARTNER agrees to implement the new DAS Vehicle Approved Links within thirty (30) days following receipt of the update from DAS. 2.3 In no event shall AFFILIATE PARTNER or its agents make or extend any representation or warranty on DAS’ behalf regarding the DAS Vehicle Website or DAS’ costs or services unless otherwise provided for in the agreement. 2.4 AFFILIATE PARTNER warrants and represents to DAS that AFFILIATE PARTNER’s Website: (i) is in compliance with all applicable laws and regulations; (ii) does not contain any material that is fraudulent, defamatory or obscene; (iii) is suitable in all respects to be linked to and from the DAS Vehicle Website; and (iv) any customer information provided by DAS to AFFILIATE PARTNER, will not be used for any other purpose other than to verify payments made to AFFILIATE PARTNER by DAS. AFFILIATE PARTNER agrees that AFFILIATE PARTNER’s Website will not, in any way, copy or resemble the Look and Feel of the DAS Vehicle Website nor will AFFILIATE PARTNER create an impression that AFFILIATE PARTNER’s Website is a DAS Vehicle Website or part of DAS, nor will AFFILIATE PARTNER frame any page on the DAS Vehicle Website being viewed by a User of AFFILIATE PARTNER’s Website who links to the DAS Vehicle Website through a Link. AFFILIATE PARTNER agrees that during the term of this Agreement, AFFILIATE PARTNER’s Website shall not contain any of the Content Restrictions described in Section 2.1 above, nor shall it disparage DAS in any way. DAS may test AFFILIATE PARTNER’s Website’s URL, and if such URL is not in compliance with the terms and conditions of Section 2.2 and this Section 2.4, DAS, in its sole discretion may (i) remove such non-conforming URL; and/or (ii) terminate this Agreement. 3. DAS’ OBLIGATIONS 3.1 DAS shall provide AFFILIATE PARTNER with one or more DAS Approved Links, or any substitute thereof that DAS, in its sole discretion, may provide to AFFILIATE PARTNER from time to time during the term of this Agreement for use on AFFILIATE PARTNER’s Website. Such Link shall meet the reasonable requirements imposed by AFFILIATE PARTNER for inclusion in its text-based description of DAS’ hyperlink. 3.2 DAS shall provide customer support and fulfillment services to Users in accordance with its then-current standard terms and conditions and standard customer service policies and procedures applying generally to its 800 call center and Users of the DAS Vehicle Website. AFFILIATE PARTNER acknowledges that DAS reserves the right to refuse to provide customer fulfillment services to a User for a variety of reasons, including but not limited to: (a) purchase rejection by applicable credit card company; (b) inability to authenticate credit card; (c) inability to authenticate cardholder; and (d) User’s purchase history with DAS and/or its Affiliates. 3.3 AFFILIATE PARTNER will receive credit for transactions referred to the DAS Vehicle Website, which are booked within thirty (30) days from User’s initial visit to this Website through AFFILIATE PARTNER’s Website or DAS’ 800 call center with applicable tracking number and that become a completed transaction. In the event that a customer obtains more than one quote from multiple AFFILATE PARTERS, DAS will resolve the conflict by crediting the AFFILIATE PARTNER who provided the quote in which the customer used to book the order with DAS. 4. USE OF TRADEMARKS AFFILIATE PARTNER agrees that DAS may include AFFILIATE PARTNER’s logos, trademarks, trade names and similar identifying material (“AFFILIATE PARTNER’s Marks”) on the DAS Vehicle Website in a listing of companies who are participating in the Program; provided however, that in no event shall DAS be required to include AFFILIATE PARTNER’s Marks in any such listing. AFFILIATE PARTNER represents and warrants that AFFILIATE PARTNER is the sole and exclusive owner of AFFILIATE PARTNER’s Marks and that AFFILIATE PARTNER has the right and power to grant to DAS the license to use them in the manner described herein, and such grant does not or will not breach, conflict with, or constitute a default under any agreement or other instrument applicable to AFFILIATE PARTNER or binding upon AFFILIATE PARTNER; or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. DAS will remove AFFILIATE PARTNER’s Marks from any such lists upon the effective date of the expiration or termination of this Agreement. 5. OWNERSHIP OF WEBSITES 5.1 DAS shall own all intellectual property rights (including without limitation all copyrights, patents, trademarks and trade secrets) in connection with and in all versions of the DAS Vehicle Website. 5.2 DAS will own all data generated by Users of the DAS Vehicle Website, and all of the terms and conditions, rules, policies and operating procedures of DAS (including but not limited to policies relating to the use of customer personal identification information, customer orders, customer service and ticket fulfillment) will apply to such Users of the DAS Vehicle Website; and DAS reserves the right to change such terms and conditions, rules, policies and operating procedures at any time. 5.3 AFFILIATE PARTNER shall own all intellectual property rights (including without limitation all copyrights, patents, trademarks and trade secrets) in connection with and in all versions of the AFFILIATE PARTNER Website. 5.4 AFFILIATE PARTNER will own all data generated by Users of the AFFILIATE PARTNER’S Website, SAVE AND EXCEPT the data received by DAS. 5.5 Both parties agree that they have no ownership rights in the other’s Website and DAS indemnifies and holds AFFILIATE PARTNER harmless for any liability arising out of DAS’ failure to provide the services requested via the AFFILIATE PARTNER Website or DAS’ 800 call center or for any liability resulting from AFFILIATE PARTNER’s use of DAS’ Link on the AFFILIATE PARTNER Website. 6. FEE STRUCTURE AFFILIATE PARTNER will earn Commission Fees on all completed transactions during the term of this Agreement, where the AFFILIATE PARTNER refers Users to DAS’ 800 call center, or where the User follows a link from AFFILIATE PARTNER’s Website directly to the DAS Vehicle Website, and the User, using DAS’ online booking system, successfully effectuates vehicle transportation, which is completed during the term of this Agreement. The commission fee will not be awarded in the event of credit card fraud, bad debt, and credits due for cancellations or returns. DAS will pay AFFILIATE PARTNER a commission fee only if the User is tracked from DAS’ 800 number call center, or if User follows a link from AFFILIATE PARTNER’s Website if the User is tracked on DAS’ internal online ordering system from the time the link is initiated on the AFFILIATE PARTNER’s Website to the time of the sale. AFFILIATE PARTNER agrees that no commission fees will be paid if the User cannot be tracked with proper code from DAS’ 800 call center, or where the User follows a link from AFFILIATE PARTNER’s Website if the User cannot be tracked by DAS’ internal ordering system. Commission Fees for on-line and off-line completed transactions (on-line is defined as completed transactions using DAS’s on-line booking tool through the affiliate tool or DAS’s Websites) shall be paid as follows: Off-Line On-Line Domestic Vehicles $50 $50 Domestic Motorcycles* $20 $20 Specialized Vehicles $50 $50 International Vehicles $50 DNA International Motorcycles* $20 DNA * Motorcycles also include trikes, snowmobiles, etc 7. PAYMENTS DAS will pay AFFILIATE PARTNER its Commission Fees by the 15th of the proceeding month after a completed transaction. A listing of shipments will be provided with payment. Web access may be provided by DAS to a commission statement that AFFILIATE PARTNER may have access to review commissions earned. 8. MODIFICATION DAS may modify any of the terms and conditions contained in this Agreement, with thirty (30) days written notice. Notification of any change by email shall be considered sufficient notice of a modification to the terms and conditions of this Agreement. Modifications may include changes in the scope of available commission fees, commission schedules, payment procedures, and Program rules. If any modification is unacceptable to the receiving party, AFFILIATE PARTNER’s recourse is to terminate this Agreement. Any continued participation in the Program following the receipt of a change notice will constitute binding acceptance of the change. 9. TERM AND TERMINATION This Agreement shall commence upon AFFILIATE PARTNER clicking on the “agree to” button in the enrollment process. This Agreement shall continue for one (1) year or until terminated by either party for just cause. The term of the Agreement will automatically renew each year unless notice to terminate the Agreement is received by the other party at least thirty (30) days prior to the end of the term. Once terminated, AFFILIATE PARTNER is not entitled to any further commissions which accrue ninety (90) days after the notice period. Either party may terminate this Agreement at any time, without cause, by giving the other party thirty (30) days written notice of termination. Written notice shall be in the form of email or certified mail and Commission Fees earned occurring during the term of the Agreement and commissions earned through the date of termination will remain payable in accordance with Section 7. If this Agreement is terminated because (i) either party has violated the terms of this Agreement, or (ii) the AFFILIATE PARTNER is not eligible to receive any further commission payments, DAS reserves the right to withhold AFFILIATE PARTNER’s final payment for a reasonable time, not to exceed thirty (30) days to ensure that the correct amount is paid. Upon termination or expiration of this Agreement for any reason, both parties shall immediately remove any Links to the other’s Website. 10. REPRESENTATIONS AND WARRANTIES The parties represent and warrant to each other that this Agreement has been duly and validly executed by that party by virtue of its signing this Agreement and constitutes a legal, valid and binding obligation, enforceable by both parties in accordance with its terms; and that the execution, delivery, and performance by each party of this Agreement is within its legal capacity and power, has been duly authorized by all requisite action on its part, requires the approval or consent of no other persons; and neither violates nor constitutes a default under the provision of any law, rule, regulation, order, judgment or decree to which either is subject or which is binding upon either party, or the terms of any other agreement, document or instrument applicable to either party or binding upon either party. The representations and warranties in this Section 10 are continuous in nature and shall be deemed to have been given by each party upon the other party’s receipt of this Agreement signed by it and at each stage of performance hereunder. AFFILIATE PARTNER also represents and warrants that during the term of this Agreement it shall not purchase, from search engines, the word “DAS,” “DAS Vehicle,” “Dependable Auto Shippers,” “The Real Dependable Auto Shippers”, “auto transport”, “car transport”, “car shipping”, “motorcycle shipping”, “shipping cars”, “auto shipping”, “vehicle shipping”, “shipping a car”, “car movers”, “automobile shipping”, “vehicle transport”, “ship car”, “motorcycle transport”, “ship a car”, “car transportation”, “automobile transport”, “auto movers”, auto transporters”, “auto shippers” or any other DAS related search terms that incorporate DAS or DAS Vehicles. These representations and warranties and covenants shall survive termination or expiration of this Agreement for one (1) year. 11. MATERIALS USING DAS’ NAME, LOGO AND REFERENCE During the term of this Agreement, any materials which reference, use, or depict DAS’ name or logo shall be submitted to DAS for DAS’ written approval prior to dissemination by AFFILIATE PARTNER. 12. CONFIDENTIALITY: MEDIA COMMUNICATIONS 12.1 If parties have entered into a Non-Disclosure Agreement, both agree that the terms of that agreement shall be deemed to be incorporated herein. If the parties have not entered into a Non-Disclosure Agreement with each other, then both understand and agree that the following terms and conditions will apply to certain information that either party may disclose to the other as a result of the AFFILIATE PARTNER’s participation in the Program that is considered to be confidential (the “Confidential Information”). For purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, the terms of this Agreement, any modifications to the terms and provisions of the Agreement made specifically for AFFILIATE PARTNER’s Website and not generally available to other members of the Program, business and financial information, customer and vendor lists, and pricing and sales information, concerning either party, or any members of the Program, other than the parties. Confidential Information shall also include any information that either party may reasonably designate as confidential during the term of this Agreement. 12.2 During the term of this Agreement and for six (6) months after its termination, both parties agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and shall not be utilized, directly or indirectly, by either party for their own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if disclosure is required by law or legal process. 13. INDEMNIFICATION Both parties hereby agree to indemnify and hold the other, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, harmless from all claims, liability, losses, damages, expenses, and lawsuits (including reasonable attorneys’ fees and costs) which may arise or that are related to any transaction hereunder, irrespective of when such claims, demands or lawsuits arise. Such right to indemnification shall survive the termination of this Agreement. Upon performance of its obligation to indemnify the other party, the party performing its obligation to indemnify shall be subrogated to any rights the other party has against any third party. Neither DAS nor AFFILIATE PARTNER shall be liable for or subject to any fine, penalty, tax, levy, or judgment assessed against the other by any local, state, federal or other authority or like entity. 14. DISCLAIMERS AND LIMITATION OF LIABILITY Both parties make no express or implied warranties or representations with respect to the Program or any service, product or other items sold through the Program, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information provided. In addition, DAS makes no representation that the operation of DAS or the DAS Vehicle Website will be uninterrupted or error-free, and neither party will be liable to the other for the consequences of any interruptions or errors. Neither party will be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this agreement or the program, even if advised of the possibility of such damages by the other party. Further, DAS’ aggregate liability to AFFILIATE PARTNER arising with respect to this agreement and the program will not exceed the average total commissions paid or payable to AFFILIATE PARTNER monthly under this agreement. 15. FORCE MAJEURE Neither DAS or AFFILIATE PARTNER shall be liable to the other for default in performance or discharge of any duty or obligation under this agreement caused by acts of God, public enemy, labor disorders (not to include specific job performance issues), fire, floods, strikes, work stoppages, civil unrest, closing of public highways, and other contingencies, similar or dissimilar to the foregoing, beyond the reasonable control of the affected party and despite good faith efforts to perform. 16. GOVERNING LAW This Agreement will be governed by the laws of the United States and the State of Texas, 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 Dallas County, Texas and both parties irrevocably consent to the jurisdiction of such courts. 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 reasonable attorneys’ fees and costs, including expert witness fees. 17. ASSIGNABILITY The persons executing this Agreement on behalf of each of the parties warrant that they have full authority to act for their respective party pursuant to their Corporation’s Bylaws or Resolutions adopted by the Board of Directors of said party. Neither party may assign this Agreement, by operation of law or otherwise, without the other party’s prior written consent. Subject to that restriction, this Agreement will be binding on and enforceable against the parties and their respective successors and assigns. 18. NO WAIVER The failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of either party’s right to subsequently enforce such a provision or any other provision of this Agreement. 19. SEVERABILITY If any clause, provision or part of this Agreement is declared unenforceable or is voided, it shall not affect the enforceability of the balance of this Agreement. 20. NOTICES All notices and communications made pursuant to this Agreement unless otherwise defined shall be in writing and shall be deemed to have been given if emailed or mailed, postage prepaid, with the United States Postal Service, or an express delivery company to the appropriate party at the following address (or other such address as specified in writing by either party to the other): If to DAS: Joe Kozubowski Vice President, Business Development 3020 East Highway 80, Mesquite, TX 75149 or by email to: joekoz@dasautoshippers.com If to AFFILIATE PARTNER: THE PRIMARY CONTACT PERSON LISTED WITHIN THE AFFILIATE PARTNERS PROFILE CONTAINED IN THE DAS AFFILIATE PROGRAM TOOL 21. COMPLETE AGREEMENT This document contains the complete agreement of the parties, and no verbal agreement or understandings of any kind or character relating to the subject matter of this Agreement have been entered into by the parties; any previous agreements or understandings relating to the terms of this Agreement or otherwise are hereby voided and superceded by this Agreement. All agreements or understandings between the parties hereto concerning the terms hereof are contained in this Agreement, which is complete. By clicking on the “I agree” button below, both parties agree to the terms and conditions contained herein.