This Operating Contract contains the entire terms and conditions that apply to the applicant’s participation (“you”) in the Dogwise™ Affiliate Network (the “DAN”) from, Direct Book Service Incorporated (“DBS”) with regard to the establishment of links from your web site to our web site.

Contact information for DBS: “Dogwise,” Direct Book Service, Inc., 403 S. Mission St., Wenatchee, WA 98807, phone 800-776-2665, fax 509-662-7233

We (“you” and “DBS”) agree:

1) Enrollment in the DAN:
To begin the enrollment process, you will submit a completed DAN application via our on-line application. We will evaluate your application and notify you of your acceptance or rejection in a timely manner. If your site is accepted, we will notify you by e-mail. We may reject your application, or terminate this contract, because we may determine, at our exclusive discretion, that your site is unsuitable for the DAN for any reason, including, but not limited to, inclusion of content that is in any way unlawful, obscene, threatening, racially, or otherwise inappropriate. If we reject your application, you are welcome to reapply to the DAN at any time.

2) Linking to the DAN:
You will identify yourself as a DAN participant on your web site. For the titles that you have listed on your site, you may want to display the title, DBS Item #, picture, short description, or other references. You will be responsible for the style, contents, and placement of these references. You will provide a link from each title on your site to our DBS secured homepage or directly to the title detail purchasing page. You may add or delete titles from your site at any time without our approval. Maintenance of your page with links to DBS is your responsibility. We reserve the right to monitor your web site, as we deem necessary, to determine that you are continually in compliance with this operating contract.

3) Resources provided by DBS:
a. We will be responsible for providing you the link format with the information necessary to allow you to make the appropriate links from your web site to the DBS site and in most cases, a graphic image for each title.
b. We will be responsible for processing every order placed by a customer following the link from your site.
c. We will track and provide sales statistics to each DAN participate on a quarterly basis.

4) Referral Fee:
DBS shall pay a referral fee of 8% on all sales on the DAN through your site during each quarter. "Sales" include titles that have been sold, paid in full and shipped to the visitor of your site, but does not include amounts collected for sales taxes, duties, shipping and handling fees, or credit for returned goods and similar charges. Affiliate Commissions will be paid on the 15th of the month following the end of each quarter.

5) Responsibility for Your Site:
You will be solely responsible for the development, operation and maintenance of your site, and for all materials that appear on your site. This includes the equipment, the operation of your site, creating and posting product descriptions, linking those descriptions to our catalog, and the accuracy of materials and title information. You are responsible for ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (i.e. any copyrights, trademarks, privacy, or
other personal or proprietary rights). We disclaim all responsiblility and liablility for the content of your site. Further, you will indemnify and hold us harmless from all claims, expenses, damages, and attorney’s fees relating to the operation and contents of your site.

6) Policies and Pricing:
Customers who buy titles through the DAN will be deemed to be customers of DBS. Accordingly, all of our rules, policies, and procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for titles under the DAN in accordance with our own pricing policies. Title prices and availability may vary from time to time. Because price changes shall affect titles that you already have listed on your site, you may not want to include price information in your title descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular title.

7) Limited License to use Logos and Trademarks:
We grant you a nonexclusive, nontransferable, revocable right to access our DBS site through links in accordance with this contract. In connection with such links, you have our permission, to use our graphic images of our titles, graphics logo images, trade names, and trademarks of DBS for the purpose of identifying your site as a DAN participate and generating sales of DBS titles. You may not alter or change the graphic or text within the graphic in any way. At any time, we reserve the right to suspend/terminate your use of our DBS logo and graphics. Your limited license will be immediately revoked at the time of the termination of this contract or by written notice as a DAN participant.
You grant to DBS a non-exclusive license to utilize your names and logos from time to time to advertise, and promote the DAN. However, we are not required to advertise or promote your names or logos in any way. This license shall terminate upon the effective date of the termination of this Contract.

8) Term of the DAN Contract:
The term of this contract begins upon your acceptance of your DAN application and will end when terminated by either party. Either you or we may terminate this contract at any time, with or without cause, by giving the other party written notice. You are only eligible to earn referral fees on sales during the term of this contract.

9) Modification:
We may modify terms and conditions contained in this contract at any time. Modifications to this contract will be posted on our site. Modifications may include, but are not limited to, DAN rules, changes to the referral fee structure, schedule, and payment procedures. If any modification is unacceptable to you for any reason your only recourse is to terminate this contract. Your continued participation in the DAN following a posting of a change will constitute binding acceptance of the
change.

10) Relationship of Parties:
You and DBS have an independent contractor relationship and nothing in this contract will create any partnership, joint venture, agency, or employment relationship between us. You will have no authority to make or accept any offers, make agreements or representations on our behalf. You will not make any statement on your site or otherwise that would contradict our relationship.

11) Disclaimers:
We make no express or implied warranties or representations with respect to the DAN or any titles sold through the DAN (including, without limitation, warranties of fitness, merchantability, noninfringement, 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.

12) Confidentiality:
Each of the parties agree that all information including (without limitation) this contract, DBS financial information, customer and vendor lists, pricing and sales information, or any DAN information shall remain strictly confidential and shall not be utilized, directly or indirectly, by such party for its own purposes.

13) Limited Liability and Indemnification:
We will not be held liable for any damages, loss of revenue, profits, or data arising in connection with this contract and/or the DAN. Further, our aggregate liability arising with respect to this contract and the DAN will not exceed the total referral fees paid to you under this contract. You agree to hold DBS and its owners, DAN participants, and employees harmless of any claims, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees).

14) Governing Law & Juristiction:
This contract will be governed by the laws of the United States and the State of Washington, without reference to rules governing choice of laws. Any action relating to this contract shall be brought in Chelan County, Washington Superior Court, or the Federal District Court for the Eastern District of Washington, and you irrevocably consent to the jurisdiction and venue of such courts. The prevailing party in any suit or action in such court shall be entitled to be reimbursed their attorney's fees and
costs actually incurred. In the event any provision of this contract shall be determined to be unenforceable by a court of competent jurisdiction, the remaining portions of this contract not so affected shall continue in full force and effect.

15) Miscellaneous:
You may not assign this contract, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this contract 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 contract will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this contract.

16) DAN Participant Investigation and Execution of Contract:
You represent and warrant as follows: You have read, executed, and delivered this contract to DBS and agree to all its terms and conditions; you understand that this contract constitutes your acceptance of this legal and binding obligation in accordance with 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 contract or operate web sites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in the DAN and are not relying on any representation, guarantee, or statement other than as set forth in this contract.