1. Experian maintains an online Web Site accessible from the World Wide Web portion of the Internet at www.autocheck.com (the "Experian AutoCheck Web Site"). The Experian AutoCheck Web Site offers information concerning Experian and its products and services ("Experian Products"), as well as the ability to purchase certain Experian Products through the Experian AutoCheck Web Site. Experian maintains proprietary databases of certain types of information that include data from public record and other sources (the "Experian Data"). Affiliate operates an online service or Web Site (the "Web Site") accessible from the World Wide Web portion of the Internet and/or through other means which offers its visitors information concerning Affiliate's goods or services, or provides links to the Web Sites of other entities that offer information, products or services online. Affiliate wishes to include a link to the Experian AutoCheck Web Site within the Affiliate Web Site on the terms and conditions set forth herein and Experian wishes to allow Affiliate to include such a link pursuant to such terms.

2. Experian hereby agrees to allow, and Affiliate agrees to provide a non-exclusive link to the Experian AutoCheck Web Site within the Affiliate Web Site. The link shall be in the form of a so-called "hot link," "hyperlink," "gateway," or some other method of establishing a link from the Affiliate Web Site to the Experian AutoCheck Web Site (the "Promotional Link"). The Promotional Link link shall be positioned on the Affiliate Web Site so that it is immediately visible to users of the Affiliate Web Site without scrolling or navigation. The Promotional Link shall solely be for the purpose of providing visitors to the Affiliate Web Site access to the Experian AutoCheck Web Site and for no other purpose. Affiliate shall not through the Promotional Link or otherwise (a) sublicense, transfer, assign or hypothecate any rights granted herein; (b) purchase Experian Products for resale; (c) access Experian Data for any purpose; (d) hold itself out as an authorized representative, agent or reseller of Experian; (e) make any representations and/or warranties concerning Experian, the Experian Products or Experian Data; or (f) utilize the Promotional Link in any other improper manner or purpose.

3. Experian hereby grants Affiliate a limited, non-exclusive, nontransferable right, without right of sublicense, to use and reproduce the Experian name and Experian's trademarks and logos (the "Trademarks") solely for the Promotional Link provided for above. Experian shall have an absolute right of written approval in advance over each and every use and representation of the Trademarks. Affiliate shall not use the Trademarks or the name "Experian" or logos of Experian: (a) in any advertising, publicity, or promotion; (b) to express or to imply any endorsement of Affiliate's products or Affiliate Web Sites or (c) in any other manner. Affiliate shall not directly or indirectly issue or permit the issuance of any publicity regarding, or make any public statements whatsoever concerning Experian or any of its affiliates, the Experian AutoCheck Web Site, the Promotional Link or this Agreement without prior coordination with and approval by Experian.

4. Provided Affiliate is not in breach of its obligations hereunder, Experian shall pay Affiliate a commission equal to twenty-five percent (25%) of Experian's Net Web Site Sales of Experian Products during each calendar month of the Term. "Net Web Site Sales" means gross amounts received by Experian from sales of Experian Products through the Experian AutoCheck Web Site to Affiliate Web Site Purchasers, less applicable taxes and refunds, mailing charges, credit card processing fees and credits, chargebacks for unfilled orders and replacements. "Affiliate Web Site Purchaser" means a user of the Affiliate Web Site who links to the Experian AutoCheck Web Site through a Promotional Link and who purchase Experian Products while so linked. A user of the Affiliate Web Site who purchases products on the Experian AutoCheck Web Site but has accessed the Experian AutoCheck Web Site in any other manner at the time of such purchase, such as through a bookmark or by typing in the Experian AutoCheck Web Site's URL, is not an Affiliate Web Site Purchaser. The fees shall be payable to the Affiliate only in the event that: (a) Experian obtains payment from the Affiliate Web Site Purchaser and (b) this agreement is in force between Experian and the Affiliate. Experian makes no representations or warranties regarding how successful the sales of Experian Products will be or the amount of commissions, if any, that Experian will pay to the Affiliate. Payments to Affiliate will be made monthly by Experian, provided that a minimum of $1,000 is due to Affiliate. Otherwise, the payments to be made by Experian to Affiliate shall accumulate monthly until such time a commission payment of no less than $1,000 is due to Affiliate. All such payments by Experian shall be accompanied by a statement showing in reasonable detail the basis for the payment made. During the term of this Agreement, Affiliate shall have the right, not more than once per year, upon thirty (30) days written notice and at its expense, to examine, Experian's books and records relating to the payments due to Affiliate under this Section. Any adjustments due as a result of such audit shall be promptly paid by the party deemed owing as a result of such audit. The monthly fees otherwise payable to the Affiliate shall be offset by any debits issued to the Affiliate ("Debits"). Debits shall include, but not be limited to (a) any credits or refunds granted to an Affiliate Web Site Purchaser by Experian; (b) if a Autohistory customer pays less than the full amount for the Autohistory service, or (c) if the Affiliate Web Site Purchaser fails to make any payment to Experian. In the event that the amounts owed by the Affiliate to Experian exceed the amounts owed to the Affiliate by Experian, Affiliate shall remit any such amount to Experian within thirty (30) days of receipt of any invoice from Experian.

5. Affiliate acknowledges that Experian is the exclusive owner of the Trademarks and of any trademark incorporating all or any part of the Trademarks. Without limiting the foregoing, Affiliate hereby assigns to Experian all right, title and interest in the Trademarks, together with the goodwill attaching thereto that may inure to Affiliate in connection with this Agreement or from its use of the Trademarks hereunder. All use of the Trademarks by Affiliate shall inure to Experian's benefit. Affiliate acknowledges that Experian has valuable rights in and to the Experian Data all compilations thereof, and all underlying data and information. Experian has gone to great lengths and expense to obtain and compile the Experian Data. Affiliate acknowledges that all right title and interest in and to the Experian Data or any portion thereof, in whatever form, is and shall remain the sole and exclusive property of Experian, and that no rights in the Experian Data of any kind are granted to Affiliate herein. Except as expressly set forth herein, Experian does not grant Affiliate any right or license in the Trademarks, Experian Data, the Promotional Link, the Experian AutoCheck Web Site, Experian Products or any portion of any of the foregoing. Experian shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting the Experian AutoCheck Web Site ("Customer Data"), including without limitation, customers who access the Experian AutoCheck Web Site through the Affiliate Web Site.

6. This Agreement shall become effective as of the date Affiliates' online application form is approved by Experian in writing and shall continue for a period of 12 months (the "Term"), and shall automatically renew for successive 12 month periods, unless terminated as set forth herein. Pricing of the Experian Products will be reviewed by Experian annually and in any event is subject to change without notice. Each party shall have the right to terminate this Agreement at any time without cause immediately upon ninety (90) days written notice. In such event, Experian's sole obligation shall be to pay Affiliate any amounts due through the date of termination. Upon the expiration or termination of this Agreement for any reason, (a) Affiliate shall immediately cease the use of the Trademarks and all materials which contain the Trademarks or refer to Experian, including without limitation, all advertising and promotion material; (b) Affiliate shall promptly remove all Promotional Links from the Affiliate Web Site and shall remove all references to the Trademarks, Promotional Link or Experian from the Affiliate Web Site; (c) Affiliate shall immediately deliver to Experian all originals and copies of the Trademarks then in Affiliate's possession or control; (d) all rights herein granted shall revert to Experian; (e) Affiliate shall not thereafter re-establish any other Promotional Link to the Experian AutoCheck Web Site without Experian's prior written approval; and (f) Sections that shall survive termination of this Agreement: are: limitations, use, publicity, ownership, this section, and warranties and indemnifications.

7. Experian does not guarantee the accuracy, reliability or availability of the Experian Data or Experian Products. Affiliate will indemnify, defend and hold harmless Experian, its employees, agents and representatives from and against any losses, claims, suits, costs and/or expenses, including attorney fees, arising out of any breach of this Agreement by Affiliate, or for any third party claims against Experian. EXPERIAN SHALL NOT BE LIABLE TO AFFILIATE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING WITHOUT LIMITATION INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DIRECT OR INDIRECT DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF EXPERIAN HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. The liability of Experian to Affiliate, if any, for damages relating to the Services shall be limited to direct damages and shall not exceed the total payments made by Experian to Affiliate under this Agreement. IN NO EVENT SHALL EXPERIAN BE LIABLE FOR SPECIAL, CONSEQUENTIAL, COLLATERAL OR INCIDENTAL DAMAGES ARISING OUT OF THE LICENSE OF THE SERVICES HEREUNDER, EVEN IF EXPERIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EXPERIAN BE LIABLE TO AFFILIATE FOR INTERRUPTIONS IN THE SERVICES THAT ARE BEYOND EXPERIAN'S REASONABLE CONTROL.

8. Nothing herein shall restrict either party from entering into any agreement with any other party, even if similar to or competitive with the transactions contemplated hereunder. Without limitation of the foregoing, nothing herein shall constrain Experian from marketing and promoting Experian, the Experian Products, or the Experian Data in any manner.

9. The Parties are independent contractors with respect to each other.

10. This Agreement, constitutes the entire agreement between the Parties with respect to the transactions contemplated herein, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between the Parties concerning the subject matter hereof.

11. All amendments or modifications of this Agreement shall be binding upon the Parties so long as the same shall be in writing and executed by each of the Parties hereto.

12. No waiver of any provision of this Agreement or any rights or obligations of any party hereunder shall be effective, except pursuant to a written instrument signed by the party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.

13. This Agreement and the rights, duties and obligations of Affiliate hereunder may not be assigned, delegated or otherwise transferred, whether by operation of law or otherwise, without the prior written consent of Experian. If any restriction, covenant or provision of this Agreement shall be adjudged by a court of competent jurisdiction to be void, such restriction, covenant or provision shall apply with such modifications as may be necessary to make it valid and effective. In the event any ambiguity shall be found herein, the interpretation of this Agreement shall be based upon the intent of the Parties, rather than a construction automatically against the interests of the drafting Party. In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. This Agreement shall be governed by the laws of the State of Illinois.

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, and in consideration of the covenants and agreements contained herein, do hereby execute this instrument, with each party warranting its ability to enter into this Agreement for the entity herein named as party hereto. By filling out the online application directly, using an IP address captured and logged by Experian (or by placing a recorded telephonic or facsimile order with an Experian representative from a valid telephone number which is logged by a PBX system), and/or by clicking on the "Accept" button of the agreement, Affiliate acknowledges that it has reviewed this Agreement, that Affiliate agrees to all the terms and conditions of this Agreement, and that such terms and conditions will be legally binding and enforceable on Affiliate.