LiveFreeOnline.com™ Associates Program
Operating Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's
participation in the LiveFreeOnline.com™ Associates Program (the "Program"). As used in this Agreement,
"we" means Live Free, Inc. (owner of www.LiveFreeOnline.com™), and "you" means the applicant. "Site"
means a World Wide Web site and, depending on the context, refers either to the LiveFreeOnline site, located
at the URL www.LiveFreeOnline.com, or to any site that you will link to our site (and which you will identify in
your Program application).

1.  Enrollment in the Program

To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your
application in good faith and will notify you of your acceptance or rejection. We may reject your application if we
determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include (without
limitation) those that:

  • promote un-American values and/or activities  
  • promote sexually explicit materials
  • promote illegal activities
  • violate intellectual property rights

If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if
we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the
Program, we may terminate this Agreement.

2.   Links on Your Site

Once you have been notified that your site has been accepted into the Program, you may provide on your site one
or more of the following types of links to our site:

Product Links: You may select one or more Products to list on your site. A "Product" is any Live Free® product listed
on our site.  For each selected Product, you will display on your site a short description, review, or other reference.
You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as
defined below) from each Product reference on your site to the corresponding LiveFreeOnline.com™ online catalog
page. Each such link will connect directly to a single item in our online catalog. You may add or delete Products (and
related links) from your site at any time without our approval. You may not use Special Links to link to our site from
references to products on your site that are not "Products" as defined above.

General Link to LiveFreeOnline.com™ Home Page: You may provide a general link(s) on your site to our home page
at http://www.LiveFreeOnline.com.

Specialty Welcome Page Link: If your site qualifies (as determined by us in our sole discretion), you may place a link
(s) on your site to a Specialty Welcome Page(s) on the LiveFreeOnline.com™ site designed to make customers with
specific interests feel especially welcome. Qualification for this link will be based (without limitation) on such things
as your site's specialty and/or sales history attributed directly to visitors to your site.

We will provide you with guidelines and graphical artwork to use in linking to our site.
 Software installed on our
site will allow us to track your click-through sales and will
permit accurate tracking, reporting, and referral fee
accrual.

You acknowledge that, by participating in the Associates Program and placing any of the above links within your
site, LiveFreeOnline.com™ may receive information from or about visitors to your site. Your participation in the
LiveFreeOnline.com™ program constitutes your specific and unconditional consent to and authorization for
LiveFreeOnline.com's access to, receipt, storage, use, and disclosure of any and all such information, consistent
with the policies and procedures set forth in LiveFreeOnline.com's Privacy Notice.

3.   Order Processing

We will process Product orders placed by customers referred from your site to our site. We reserve the right to
reject orders that do not comply with any requirements that we may establish periodically. We will be responsible
for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process
payments, cancellations, and returns, and handle customer service. We will track sales made to customers who
purchase Products referred by your site by using tracking software and will make available to you reports
summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our
discretion.

4.   Referral Fees

We will pay you (in accordance with Sections 5 and 6 below) referral fees on certain Product sales to third parties.
For a Product sale to be eligible to earn a referral fee, the customer must click-through from your site to our site,
add the Product to his or her shopping cart, and purchase the Product by credit card during a session. The
qualifying session ends when the customer leaves our site. We will only pay referral fees on such Products after
order, payment and shipping have occurred.

We will not, however, pay referral fees (1) on any Products that are purchased by a customer after the customer
has reentered our site, as determined by us, even if the customer previously followed a link from your site to our
site, or (2) for Products that are purchased through any device (an "Internet Access Appliance") that provides
Internet access but does not present our site, or permit users to access and interact with our site, in the same
manner as a desktop computer (e.g., mobile devices such as cellular telephones or PDAs that may access only
limited or modified versions of our site).

In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive
(including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit)
for using Special Links on your site to access our site (e.g., by implementing any "rewards" program for persons or
entities who use Special Links on your site to access our site); (b) read, intercept, record, redirect, interpret, or fill in
the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way
modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site;
(d) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of
any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that
could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any
functions or transactions (e.g., search, order, browse, and so on) are occurring; or (f) post or serve any
advertisements or promotional content around or in conjunction with the display of our site (e.g., through any
"framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take
any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities,
we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable
to you under this Agreement and/or terminate this Agreement.

5.   Referral Fee Schedule

You will earn referral fees based on Qualifying Revenues according to referral fee schedules to be established by
us. "Qualifying Revenues" are revenues derived by us from our sales of Qualifying Products, excluding costs for
shipping, handling, gift-wrapping, taxes, service charges, returns and bad debt. The current referral fee schedules
are:  10% of Qualifying Revenues from the sale of all clothing Products.


6.   Referral Fee Payment

We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar
quarter, we will send you a check for the referral fees earned. In calculating referral fees, we will deduct the
corresponding referral fee from your next quarterly payment if a Product that generated a referral fee is returned
by the customer. If there is no subsequent payment, we will send you a bill for the referral fee.

7.   Policies and Pricing

Customers who buy products through this Program will be deemed to be customers of LiveFreeOnline.com™.
Accordingly, all LiveFreeOnline.com™ rules, policies, and operating procedures concerning customer orders,
customer service, and product 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 products sold under this
Program in accordance with our own pricing policies. Product prices and availability may vary from time to time.
Therefore, you may not include price information in your Product descriptions. We cannot guarantee the availability
or price of any particular product.


8.   Identifying Yourself as an Associate

You may not issue any press release with respect to this Agreement or your participation in the Program; such
action may result in your termination from the Program. In addition, you may not in any manner misrepresent or
embellish the relationship between us and you, or express or imply any relationship or affiliation between us and
you or any other person or entity except as expressly permitted by this Agreement (including by expressing or
implying that LiveFreeOnline.com™ supports, sponsors, endorses, or contributes money to any charity or other
cause).

9.   Limited License

We grant you a nonexclusive, revocable right to use the graphic images and text and/or other images for which we
grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in
generating Product sales. You may not modify any of the said graphic images and text, or any other of our images,
in any way. We reserve all of our rights in the graphic images and text, our other images, our trade names and
trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those
guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

10.   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. For example, you will be solely responsible for:

  • the technical operation of your site and all related equipment
  • creating and posting Product descriptions on your site and linking those descriptions to our catalog  
  • the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-
    related materials)
  • ensuring that materials posted on your site do not violate or infringe upon the rights of any third party
    (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
  • ensuring that materials posted on your site are not libelous or otherwise illegal
  • ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise,
    how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third
    parties (including advertisers) may serve content and/or advertisements and collect information directly from
    visitors and may place or recognize cookies on visitors' browsers.

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages,
and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance,
and contents of your site.

11.   Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Program application and will end when
terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by
giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will
immediately cease use of, and remove from your site, all links to our site, and all of our graphics, trademarks, trade
dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection
with the Program. You are eligible to earn referral fees only on our sales of Qualifying Products that occur during
the term of this Agreement, and referral fees earned through the date of termination will remain payable only if the
related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure
that the correct amount is paid.

12.   Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion,
by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the
scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY
MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR
CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW
AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13.   Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture,
agency, franchise, sales representative, or employment relationship between the parties. You will have no authority
to make or accept any offers or representations on our behalf. You will not make any statement, whether on your
site or otherwise, that reasonably would contradict anything in this Section.

14.   Limitation of Liability

We will not 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 we have been advised of the possibility of such damages.
Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total
referral fees paid or payable to you under this Agreement.

15.   Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold
through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any
implied warranties arising out of a 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.

16.   Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL 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 AGREEMENT OR
OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU 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.

17.   Arbitration

Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions
or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to
confidential arbitration in Gettysburg, Pennsylvania, except that, to the extent you have in any manner violated or
threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state
or federal court in the Commonwealth of Pennsylvania (and you consent to non-exclusive jurisdiction and venue in
such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under
the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be
entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no
arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this
Agreement, whether through class arbitration proceedings or otherwise.

18.   Miscellaneous

This Agreement will be governed by the laws of the United States and the Commonwealth of Pennsylvania, without
reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise,
without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit
of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your
strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently
enforce such provision or any other provision of this Agreement.
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