This COOLER PLANET AFFILIATE PROGRAM OPERATING AGREEMENT (this "Agreement") contains all of the terms and conditions, except as otherwise expressly provided herein, regarding your participation in the Cooler Planet Affiliate Program (the "Affiliate Program") offered by Cooler Planet, a Washington Corporation ("Cooler Planet").

1. Cooler Planet Affiliate Program. Cooler Planet is a leading Internet-based solar resource where home and business owners can search for solar installers and through a simple online process receive site evaluations from Cooler Planet's network of solar installers. Cooler Planet provides access to several types of solar products and services, including residential and commercial photovoltaic, solar thermal, as well as other services. Cooler Planet conducts business through its World Wide Web Site located at http://solar.coolerplanet.com (the "Site"). Under this Agreement, your World Wide Web Site that has been designated by you in your Cooler Planet Affiliate Program Membership Application and accepted by Cooler Planet as the "Affiliate Site" will be electronically linked to the Site. At Cooler Planet's discretion, you may add additional Affiliate Site(s) through your account login at http://partners.coolerplanet.com. You acknowledge and agree that only the sites you have listed in your Affiliate Program Membership Application will be Affiliate Site(s) under this Agreement. Cooler Planet may revoke approval of any such site upon notice to you at any time at Cooler Planet's sole discretion.
2. Enrolling in the Affiliate Program. To enroll in the Cooler Planet Affiliate Program, complete the Cooler Planet Affiliate Program Membership Application form located at http://partners.coolerplanet.com. Your submission of the Affiliate Program Application constitutes your consent to the terms and provisions of this Agreement. Cooler Planet will review your completed Application and will promptly notify you, via e-mail, if your Affiliate Site(s) has been accepted for participation in the Affiliate Program. Cooler Planet has the right to reject your Application at our sole discretion if we determine that your Site's participation would be unsuitable for the Affiliate Program for any reason. If we reject your Application, you may reapply at any time.
3. Cooler Planet Link. Once you submit your Affiliate Program Application we will make available to you our Widgets and Tools with links to the Site (the "Cooler Planet Links"), which can be accessed through http://partners.coolerplanet.com. Subject to the terms and conditions hereof, you may display the Cooler Planet Links on your Affiliate Site(s) as often and in as many areas as you desire. The Cooler Planet Links will consist of one or more text or graphic images provided by us on http://partners.coolerplanet.com containing the Cooler Planet trademark and logo and establishing a link that will connect visitors to your Affiliate Site(s) directly with Cooler Planet when they click on Cooler Planet Link. The Cooler Planet Links are subject to change from time to time in our sole discretion.
4. Your Responsibility For Cooler Planet Links. You agree to promptly post a Cooler Planet Link to your Affiliate Site(s) within thirty (30) days after it is made available to you. In using the Cooler Planet Links, you agree that you will fully cooperate with us in order to establish and maintain one or more electronic links that directly connect your Affiliate Site(s)'s visitors to the Site. You agree to display one or more Cooler Planet Links prominently in relevant sections of your Affiliate Site(s). You agree that you will display on your Affiliate Site(s) only those Cooler Planet Links that are provided by Cooler Planet to you, and you will substitute such Cooler Planet Links with any new Cooler Planet Links provided by Cooler Planet from time to time. Cooler Planet has the right to monitor your Affiliate Site(s) at any time to determine your compliance with this Agreement, and take any action Cooler Planet deems appropriate, in its sole discretion, in the event of non-compliance pursuant to the terms of this Agreement.
5. Additional Affiliate Site(s) Obligations.
   1. You will be solely responsible for the development, operation and maintenance of your Affiliate Site(s) and for all materials that appear on your Affiliate Site(s), including maintenance of the electronic links to the Site and the immediate repair of any "broken" links. We disclaim all liability for all such matters.
   2. You are solely responsible for ensuring that your Affiliate Site(s) complies with all applicable laws and regulations, including, but not limited to, all trademark, trade name, copyright, and state and federal consumer protection and privacy laws and regulations.
   3. You must have express written permission to use another party's trademarks or trade names, copyrighted or other proprietary material, or any deceptively similar version of them, on your Affiliate Site(s), in a metatag or other similar search engine ranking device on your Affiliate Site(s) or web pages under your control. We will not be responsible if you misuse another party's trademarks, trade names, copyrighted or other proprietary material.
   4. You will comply with all additional rules and obligations of the Affiliate Program set forth in this Agreement, as the same may be modified, from time to time, upon notice to you from Cooler Planet as set forth in Section 17 below. Any amendments or modifications shall be incorporated herein by reference.
6. Prohibited Activities.
   1. You will not modify a Cooler Planet Link in any manner without our express written consent.
   2. Except as expressly authorized by us in this Agreement, you agree not to make any representations, warranties (express or implied) or other statements concerning Cooler Planet, our Site, our Site policies, the installers on our Site, any of the products offered by Cooler Planet or its network of solar installers through our Site (including, but not limited to, any representations, warranties or statements which state or imply that a visitor to your Affiliate Site(s) is guaranteed to receive a installation offer from an installer in the Cooler Planet network or which in any way relate to the terms, conditions or other attributes of solar installations or other products offered by solar installers participating on our Site).
   3. In posting the Cooler Planet Link(s), you may not recommend, endorse, solicit, refer or otherwise do any act which would have the effect of affirmatively influencing the selection by any visitor to your Affiliate Site(s) of any solar installer provided by or through Cooler Planet.
   4. You may not create, publish, distribute or permit any written material that makes reference to us, including, but not limited to, any videos or any written materials. Additionally, except for the use of Cooler Planet Links as provided in this Agreement, you may not use our name, or any of our trademarks or service marks, including, but not limited to, Cooler Planet, the names or trademarks of any of the participating solar installers on our Site (without that party's express written permission), or any deceptively similar version of any of them on your Affiliate Site(s), in a metatag or other similar search engine ranking device on your Affiliate Site(s) or on web pages under your control.
   5. Your Affiliate Site(s) shall not contain any content that is in any way unlawful, harmful, obscene, harassing, or racially, ethnically, or otherwise objectionable.
   6. You may not, under any circumstances, charge visitors to your Affiliate Site(s) any fee or compensation for access to Cooler Planet's services through a Cooler Planet Link or otherwise.
   7. You may not use "unbranded" or generic links on your Affiliate Site(s) that link to our Site.
   8. You will not purchase or otherwise arrange for any search engine link to come directly to or redirect to the Site. Any such search engine listings bought or otherwise used by you shall link to your Affiliate Site(s) only.
   9. You may not fraudulently or improperly generate and/or transmit Click-Throughs or Qualification Forms manually or through the use of any automatic device, mechanism, robot, frame or process, or enlist any third party to do so on your behalf. Cooler Planet reserves the right to determine, in its sole discretion, whether any such activity has occurred.
7. Cooler Planet License.
   1. During the term of this Agreement, Cooler Planet grants you a non-transferable, non-exclusive, revocable right to (i) access the Site through the Cooler Planet Links solely in accordance with the terms of this Agreement and (ii) solely in connection with the Cooler Planet Links, to use our logos, trademarks, trade names and other intellectual property contained in the Cooler Planet Links (collectively, the "Cooler Planet Marks"). We may revoke this license at any time by giving you notice pursuant to the provisions of Section 17 of this Agreement, whereupon you will immediately remove all Cooler Planet Marks from your Affiliate Site(s) and other web pages under your control or direction.
   2. Except for the licensing rights granted above, Cooler Planet retains all other ownership and proprietary rights and interests in and to the Cooler Planet Marks and all related goodwill. You may not use the Cooler Planet Marks or other Cooler Planet intellectual property for any purpose except as contemplated by this Agreement without the prior written consent of Cooler Planet. Cooler Planet has the right to review and approve in advance the nature and quality of the way in which you intend to use the Cooler Planet Marks and the form of the Cooler Planet Marks so used, and you agree to comply with the directions of Cooler Planet in this regard. You agree not to use the Cooler Planet Marks in any manner that is disparaging or that otherwise portrays Cooler Planet in a negative light.
   3. You acknowledge that the Cooler Planet Marks are owned by Cooler Planet. In addition, you will not at any time during the term of this Agreement or thereafter, directly or indirectly, contest or assist any other company, or person, in contesting the validity of the Cooler Planet Marks or the right, title and interest of Cooler Planet to the Cooler Planet Marks. You agree that all use of the Cooler Planet Marks will inure to the benefit of Cooler Planet and you will have no right in the Cooler Planet Marks.
8. Advertising Compensation. Unless you are otherwise notified by Cooler Planet pursuant to Section 17 of this Agreement, in consideration of the advertising of the Site provided by the Cooler Planet Links from your Affiliate Site(s), Cooler Planet will pay you a percentage of any revenue ("Revenue Share") generated in connection with a visitor who "Clicks-Through" from a Cooler Planet Link on your Affiliate Site(s) to our Solar Installer Directory, submits a project detail form on our Site, and is ultimately connected to one or more of our solar installer partners. The Revenue Share amount to be paid by Cooler Planet hereunder is set forth below in Section 17. Cooler Planet may increase the Revenue Share payable hereunder at any time pursuant to Sections 9 and 17, and Cooler Planet may decrease the Revenue Share payable hereunder upon notice pursuant to Section 17. For purposes of this Agreement, "Clicks-Through" means that the individual user selects and "clicks on" a Cooler Planet Link and is taken to the relevant portion of the Site. Cooler Planet has no obligation to pay you a Revenue Share for visitors who have not met this definition of "Clicks-Through". We both agree that this compensation represents the fair and reasonable advertising value of your placement of the Cooler Planet Links on your Affiliate Site(s), including, but not limited to, the inherent advertising value to Cooler Planet created by the association with your Affiliate Site(s). We both agree that this compensation is paid without regard to the value or volume of solar installations that may be attributable to this advertising.
9. Revenue Share. The Revenue Share shall be paid to you quarterly within 45 days of the end of each quarter and shall be calculated based on the total revenue volume originating from "Click Throughs" on your Site, multiplied by your Revenue Share percentage. Your Revenue Share percentage is 15% of the total revenue generated by Cooler Planet originating from "Click Throughs" from your site unless otherwise specified in writing by Cooler Planet. Any payment under $25 due to you at the end of any quarter will be rolled into the next quarter's payment amount, and payment will be issued in any quarter when total payment due exceeds $25. All determination of applicable Revenue Share payment, and any payment associated with the Cooler Planet Affiliate Program is solely at the discretion of Cooler Planet. Cooler Planet reserves the right to withhold Revenue Share payment if Cooler Planet determines, in its sole discretion, you have engaged in any Prohibited Activity as described in Section 6 above.
10. Necessary Changes in Compensation. In addition to Cooler Planet's right to modify any provision (including compensation provisions of this Agreement upon notice to you in accordance with Section 17 below), compensation under this Agreement shall be subject to change. Cooler Planet will make best efforts to communicate any impending changes by notice to you.
11. Term of Agreement. This Agreement will commence on the date you are notified by Cooler Planet that your Affiliate Site(s) has been accepted for participation in the Affiliate Program and will end when terminated by either party. You may terminate this Agreement at any time, for any reason, with or without cause, by giving Cooler Planet notice of termination in accordance with the provisions of Section 17 below. Cooler Planet may terminate this Agreement by giving you notice of termination in accordance with the provisions of Section 17 below: at any time, for any reason with or without cause. You are only eligible to earn Revenue Share during the term of this Agreement. If termination is the result of a breach of any of your representations, warranties, covenants and obligations under this Agreement, as modified from time to time, you will not be entitled to receive any unpaid fees and Cooler Planet shall reserve all rights and remedies available to Cooler Planet pursuant to this Agreement and applicable law. Immediately upon termination, you shall remove the Cooler Planet Links from the Affiliate Site(s) and any other web pages under your control and direction and the licensing of the Cooler Planet Marks hereunder shall cease.
12. Warranties. You represent and warrant to Cooler Planet that you are duly organized, validly existing and in good standing and are duly qualified and licensed to do business and to carry out your obligations under this Agreement and that the execution, delivery and performance of this Agreement does not violate any existing agreement to which you are a party or by which you are bound. You further represent and warrant to Cooler Planet that:
    1. all of the information contained in your Affiliate Program Membership Application is true and complete;
    2. the content on your Affiliate Site(s) and any other web pages maintained by you or under your control or direction will not:
       1. violate any federal, state or local law or regulation, or any law or regulation of any nation or other jurisdiction in which it may be accessed;
       2. contain any content that violates any state or federal laws or regulations regarding false and deceptive advertising and discrimination;
       3. contain any defamatory, disparaging, false, malicious, pornographic or obscene content;
       4. contain or introduce to the computer system, network or database of any person, any computer viruses, agents or similar destructive programs, codes or algorithms that will destroy or interfere with the use of any system, network or database or will cause them to be erased, contaminated, inoperable or disabled; and
       5. infringe upon the copyright, trademark or other intellectual property rights or privacy rights of any other person.
    3. you will not submit any false or misleading information to the Site through the Cooler Planet Links on your Affiliate Site(s), or otherwise.
13. Independent Investigation. You acknowledge that you have read this Agreement and agree to all its terms and conditions, and you understand that we may at any time (directly or indirectly) solicit visitor traffic on terms that may differ from those contained in this Agreement or operate World Wide Web Sites that are similar to or compete with your Affiliate Site(s). You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.
14. Indemnification; Limitation on Liability.
    1. You agree to indemnify, defend and hold Cooler Planet and our officers, directors, shareholders, employees, agents and related and affiliated entities, harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and court costs) of any kind or nature, arising out of, resulting from or in any way connected with (i) your breach or alleged breach of any provision, including, but not limited to, any covenant, representation or warranty contained in this Agreement as modified from time to time, (ii) your negligence or willful misconduct in connection with your performance of this Agreement, (iii) any claim related to the development, maintenance, operation or content of the Affiliate Site(s), (iv) any misrepresentation made by you or on your Affiliate Site(s) or any other web pages under your control or direction, and (v) any taxes due on the payment of the Revenue Share.
    2. COOLER PLANET SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS OR GOODWILL, ARISING OUT OF, RESULTING FROM OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE PRODUCTS, SERVICES OR PROGRAMS OFFERED BY COOLER PLANET, OR ANY DOCUMENTATION AND/OR INTENDED USE THEREOF, UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF COOLER PLANET HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COOLER PLANET'S AGGREGATE LIABILITY WITH RESPECT TO THE EXECUTION AND PERFORMANCE OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL REVENUE SHARE PAID OR PAYABLE TO YOU HEREUNDER.
    3. THE SITE, COOLER PLANET LINKS AND RELATED SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, AND COOLER PLANET EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SITE OR THE COOLER PLANET LINKS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, COOLER PLANET MAKES NO REPRESENTATION THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND COOLER PLANET WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
15. Relationship of Parties. You and Cooler Planet are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party shall have the authority or power to act for, bind or commit the other in any way.
16. Publicity. You shall not create, publish, distribute, or permit any written material that makes reference to Cooler Planet without first submitting such material to us and receiving our prior written consent, which we may withhold in our sole discretion.
17. Notices. Except as otherwise expressly provided herein, all notices under this Agreement:
    1. To Cooler Planet from you: shall be in writing, and shall be delivered in person, by facsimile or by overnight courier. The address and facsimile number for Cooler Planet is Cooler Planet 9822 62nd Ave S, Seattle WA, 98118 - Attn: Affiliate Program Manager facsimile (206) 238-6884. Notices may also be sent by first-class United States mail, if properly addressed, postage prepaid, and registered or certified (return receipt requested). Notices shall be considered as delivered upon written confirmation of receipt or three days after mailing in the required manner.
    2. To you from Cooler Planet: shall be made in one or more of the following ways: (a) by written notice as provided above to your address, or facsimile number as specified in your Affiliate Program Membership Application; (b) by an e-mail to the e-mail address set forth in your Affiliate Program Membership Application.
    3. Either of us may change our respective addresses for the purpose of receiving notices under this Agreement by giving notice to the other party in the manner specified in this Section.
18. Confidentiality. Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agree that all information including, without limitation, the terms of this Affiliate Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning Cooler Planet or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its 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 through a source or sources other than such party hereto or its affiliates.
19. Entire Agreement. This Agreement constitutes the entire agreement and understanding between us with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understandings.
20. Amendment. ANY PROVISION OF THIS AGREEMENT MAY BE AMENDED OR MODIFIED BY COOLER PLANET AT ANY TIME, IN ITS SOLE DISCRETION BY PROVIDING NOTICE TO YOU. AMENDMENTS OR MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE FEES, REVENUE SHARE FEE SCHEDULES, PAYMENT PROCEDURES, AND AFFILIATE NETWORK RULES. COOLER PLANET WILL NOTIFY YOU OF ANY AMENDMENTS OR MODIFICATIONS IN ACCORDANCE WITH SECTION 20. IF ANY AMENDMENT OR MODIFICATION OF THIS AGREEMENT IS NOT ACCEPTABLE TO YOU, YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. IF YOU DO NOT PROVIDE COOLER PLANET WITH NOTICE OF YOUR TERMINATION AND CONTINUE TO PARTICIPATE IN THE AFFILIATE PROGRAM, THEN THE AMENDMENT OR MODIFICATION WILL BE LEGALLY BINDING UPON YOU. Cooler Planet may waive compliance with any provision of this agreement. The failure of Cooler Planet to enforce any provision of this agreement at any time shall not be construed as a waiver of such provision.
21. Severability. Each provision of this Agreement is independent of and severable from each other provision. If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions of this Agreement shall remain valid and enforceable.
22. Non-Assignability. You may not assign this Agreement or transfer the rights granted under this Agreement without the prior written consent of Cooler Planet.
23. Governing Law; Jurisdiction; Attorneys' Fees. The interpretation and enforcement of this Agreement shall be governed by the laws of the United States and the State of Washington (except any provision requiring the application of another state's laws and except that questions affecting the construction and effect of any intellectual property shall be determined by the laws under which the intellectual property is granted, registered or protected). If there is a dispute regarding this Agreement, we both agree that any civil action shall be filed only in the federal or state courts located in Seattle, Washington and you irrevocably consent to the jurisdiction of such courts. Whichever one of us is the prevailing party in any dispute shall be entitled to recover its reasonable attorneys' fees and court costs, as determined by the appropriate court of law.