This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Rules of the Road Affiliate Partner Program (the "Program"). As used in this Agreement, "we" means JUMBY BAY STUDIOS LLC, "you" means the applicant, and "Product" means the Rules of the Road DVD being shipped in conjunction with the Rules of the Road program which is promoted on your World Wide Web site ("Affiliate Site" or "Site").

1. Enrollment in the Program
To begin the enrollment process, you must submit a complete Program application via our site https://www.vat19.com/gooddriverdvd/affiliate/webpages/signup.cfm. By submitting your application you are agreeing to be bound by the terms and conditions of this operating agreement. We will evaluate your application and, if accepted, will notify you of your acceptance into the Program. We may reject your application if we determine (in our sole discretion) that your Site is unsuitable for the Program or your participation in the Program is contrary to Jumby Bay Studios' business interests. Unsuitable sites may include, but are not limited to, sites that:
· Promote, contain or link to sexually explicit materials
· promote violence
· promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
· promote illegal activities
· violate intellectual property rights or violate any local, state, federal or other law or regulation
· contain any libelous, defamatory or disparaging materials
· contain little or no original content
· engage in unprofessional activity such as "spamming"
· alter Program links without prior written permission, or utilize Program links in a manner for which they are not intended.
· solicit, promote or otherwise engage in selling products or services that are incompatible with Jumby Bay Studios' business interests or corporate image.

2. Promotion of our Affiliate Relationship
You agree to maintain hypertext links provided by Jumby Bay Studios' Rules of the Road "Link(s)" to GoodDriverDVD.com from your Site. The Links will serve to identify your site as a member of the Affiliate Program. We will provide approved sites access to an HTML link generator and you must use that generator to create the Links. You shall not make any changes to any Link, including without limitation, changes to the content, appearance or functionality of any Link. You may not alter any materials provided to you under this Program, including but not limited to banners, logos, or other content available through the link generator. You may not use (from whatever source) or create any content or materials to market Jumby Bay Studios' Rules of the Road DVD other than those Links and materials provided by Jumby Bay Studios' Rules of the Road DVD to you under this Program. You agree to allow Jumby Bay Studios' Rules of the Road DVD to use in promotional materials screen shots of your web page that contains the Jumby Bay Studios' Rules of the Road DVD Links. Jumby Bay Studios' Rules of the Road DVD, at any time, may withdraw its approval for you to post Jumby Bay Studios' Rules of the Road DVD information on your Site and/or to cancel this Agreement with you. If we do, or if this Agreement ends for any other reason, you agree to immediately cease use of the Link from your Site to any applicable Jumby Bay Studios Rules of the Road DVD Web site.

3. Orders of the Rules of the Road program
We will process orders for the Rules of the Road program placed by customers who follow Links from your site to www.GoodDriverDVD.com. We will be responsible for all aspects of order processing and fulfillment. We will track customers who purchased the Rules of the Road DVD using authorized Links from your site to our site and will provide you access to reports summarizing this activity.

4. Referral Fees
Referral fees will be paid to Affiliates based on the Jumby Bay Studios Rules of the Road DVD printer shipments acquired through the Affiliate Site. DVD shipments generated through the Affiliate Link entitle the Affiliate to earn a cash Referral fee based on the following structure.

Monthly:

- $10 Referral payment for each affiliate generated Rules of the Road shipment.

Referral payments are earned only for Rules of the Road DVD shipments by Jumby Bay Studios when a customer purchased the program on the Rules of the Road web site through the Link during the term of the contract and only for the eligible Jumby Bay Studios Rules of the Road DVD. Referral payments are paid after the end of each month in which the Referral payments are earned. The Referral rate is subject to change at any time or from time to time, at our sole and absolute discretion. See item 10."Modification". If a DVD shipment that generated a Referral is returned, we will deduct the corresponding Referral payment from your next monthly payment. If there is no subsequent payment, we will bill you for the amount of the Referral paid earlier.

You will only receive Referral payments with respect to DVD shipments that are made during the term of this Agreement and you expressly agree that no further Referral payments will be due from Jumby Bay Studios Rules of the Road DVD for DVD shipments generated by customers after this Agreement has been terminated. Payment of the final Referral payment to You may be withheld for a period not to exceed sixty (60) days after termination or expiration of this Agreement in order to ensure that the correct amount is paid.

5. Policies and Pricing
Individuals who enroll in Rules of the Road through this Program will be deemed to be customers of JUMBY BAY STUDIOS LLC. Accordingly, all JUMBY BAY STUDIOS LLC Rules of the Road rules, policies, and operating procedures concerning customer applications, orders, customer service, marketing, promotions, and product sales will apply to those customers. We may change Rules of the Road policies and operating procedures at any time. Product prices and availability may vary from time to time. You may not include Rules of the Road program criteria or qualification suggestions in your Program or Product descriptions or make any representations relating to Product or price information.

6. Limited Right to Use
As a condition of participating in the Program, you agree not to use any Jumby Bay Studios Rules of the Road DVD trademarks in meta-tags, domain names or in any other manner except as expressly permitted in this agreement. Likewise, you agree not to engage in framing or unauthorized/misleading linking (such as "deep linking") to Jumby Bay Studios Rules of the Road DVD web pages or other activities related to the use of Jumby Bay Studios Rules of the Road DVD proprietary, copyrighted or other Jumby Bay Studios Rules of the Road DVD materials not expressly permitted in this Agreement. The only materials (hereinafter "Linking Agents") that may be used by Program participants are: 1) "plain text" hypertext links to web/home pages as specifically designated by Jumby Bay Studios Rules of the Road DVD; 2) banner advertisements linked directly to web/home pages as specifically designated by Jumby Bay Studios Rules of the Road DVD; and 3) Jumby Bay Studios Rules and the Rules of the Road DVD designated logos or materials thatJumby Bay Studios Rules of the Road DVD may hereafter provide to you as "Affiliate Program Authorized Links". Other than the aforementioned Linking Agents that you obtain directly from Jumby Bay Studios Rules of the Road DVD in connection with this Program, you have no right to display or otherwise use any Jumby Bay Studios Rules of the Road DVD trademarks, logos or other materials. You may display and use the Linking Agents described in the preceding sentence solely as part of the Links to Rules of the Road.com provided to you by Jumby Bay Studios Rules of the Road DVD and solely to promote the Rules of the Road program. Any display of Linking Agents (and the Jumby Bay Studios Rules of the Road DVD trademarks and other materials they contain) must be in good taste, and in a manner that preserves their value as trademarks of JUMBY BAY STUDIOS LLC and Jumby Bay Studios Rules of the Road DVD and in accordance with standards provided by JUMBY BAY STUDIOS LLC and Jumby Bay Studios Rules of the Road DVD for their display. You will not use any JUMBY BAY STUDIOS LLC or Jumby Bay Studios Rules of the Road DVD trademark or any symbol in any manner that may imply that you are a legal agent or branch of JUMBY BAY STUDIOS LLC or Jumby Bay Studios Rules of the Road DVD. This Agreement does not include authorization to use the title Jumby Bay Studios Rules of the Road DVD Partner or Jumby Bay Studios Rules of the Road DVD Affiliate except on your web site and solely in direct connection with this Program, according to the Linking Agents we provide to you. In addition, You agree not to infringe on any intellectual property rights of JUMBY BAY STUDIOS LLC Rules of the Road. You acknowledge the ownership of JUMBY BAY STUDIOS LLC Rules of the Road in the Linking Agents (and the trademarks, trade names, logos and/or copyrighted material they contain) used pursuant to this Agreement. You further agree that all use of trademarks, tradenames, logos and other Jumby Bay Studios Rules of the Road DVD materials shall inure to the benefit, and be on behalf of JUMBY BAY STUDIOS LLC Rules of the Road. You acknowledge that your utilization of the Jumby Bay Studios Rules of the Road DVD trademarks will not create in you, nor will you represent you have any right, title, or interest in or to such trademarks, the message, or any of our proprietary materials other than the limited rights to use expressly granted herein. You agree not to do anything contesting or impairing the trademark or other intellectual property rights of Jumby Bay Studios Rules of the Road DVD.

7. Responsibility for Your Site
Subject to our right of approval relating to your exercise of the licenses granted herein, you will be solely responsible for the development, operation, and maintenance of your site. We disclaim all liability for matters relating to the operation of your site. For example, you will be solely responsible for:
· the technical operation of your site and all related equipment
· any problems you may encounter implementing Links under this Program
· creating and posting product descriptions on your site and linking those descriptions to our site
· 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, copyrights, trademarks, privacy, or other personal or proprietary rights)
· ensuring that materials posted on your site are not libelous or otherwise illegal.

8. Representations and Warranties
Each Party represents and warrants to the other party that: (i) such party has the requisite legal right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (ii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound; (iii) when executed and delivered by such Party, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; (iv) such Party acknowledges that the other Party makes no representations, warranties or agreements related to the subject matter hereof that are not expressly provided for in this Agreement.

9. 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 notice of termination via e-mail. You are only eligible to earn Referral fees on printer shipments occurring during the term, and fees earned through the date of termination will remain payable only if the related printer shipments are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, for any reason, you will immediately refrain from representing yourself in any capacity relative to the Jumby Bay Studios Rules of the Road DVD Affiliate Program. Affiliate referrals resulting in printer shipments after a termination will not result in Referral payments.

10. 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. We agree to make reasonable efforts to notify you via e-mail regarding what we consider to be substantive modifications to the terms of your affiliate agreement. Modifications may include, for example, changes in the scope of available Referral fees, fee schedules, payment procedures and Program rules. However, your continued participation will constitute a binding acceptance by you of such rules, changes or modifications. 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.

11. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise 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 would contradict anything in this Section.

12. Limitation of Liability
Under no circumstances shall we 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 to this Agreement (and in no event shall exceed $5,000).

13. Disclaimers
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, 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.

14. Indemnification
You hereby agree to indemnify, defend, save and hold harmless JUMBY BAY STUDIOS LLC, its shareholders, officers, directors, contractors, partners, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including, without limitation, attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "losses"), in so far as such losses (or actions in respect thereof) arise out of, are related to, or are based on i) the breach of any representation, warranty, or covenant made by you herein; ii) any claim based upon your breach of our intellectual property rights, or iii) any claim related to the development, operation, maintenance and contents of your site.

15. Data Privacy
You acknowledge and agree that your web site information (name, URL, traffic counts, etc.) may be utilized by JUMBY BAY STUDIOS LLC, Rules of the Road. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, etc. Additionally, in the course of conducting its Rules of the Road program, JUMBY BAY STUDIOS LLC will collect and process certain personal information about its customers, Affiliate Program participants and other contacts, including names, addresses, telephone numbers and e-mail addresses as well as other personal information. Such use may be worldwide within JUMBY BAY STUDIOS LLC and, in appropriate circumstances, outside JUMBY BAY STUDIOS LLC. You agree that JUMBY BAY STUDIO LLC may use and share such personal information and your web site information within the JUMBY BAY STUDIOS LLC enterprise and with third parties. You agree to fulfill legal requirements to make such disclosures and use and transfer of such information lawful.

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 AND WILL 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. No Guarantees
Neither party makes any guarantees whatsoever as to the results of efforts in connection with this Agreement. Neither party makes any warranties, promises or statements except as specifically stated herein with respect to any matter. Neither party has made an affirmation of fact or promise relating to the services or duties that have become any basis of this Agreement other than as stated herein, and the parties acknowledge that they have relied on no warranties, promises or statements other than those expressly set forth in this Agreement. The parties acknowledge that any estimates, projections, or forecasts provided to it by or on behalf of the other party are only estimates and are not representations that such estimates will be realized.

18. Jurisdiction; Choice of Law; Construction
This Agreement shall be governed by the laws of the United States and the State of Missouri, 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 St. Louis County, Missouri, and you irrevocably consent to the jurisdiction of such courts. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provisions is held invalid by a court with jurisdiction over the Parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect.

19. Miscellaneous
This Agreement 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 Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. Upon the expiration or termination of this Agreement, each Party shall promptly return all information, documents, manuals and other materials belonging to the other party except as otherwise provided in this Agreement.

20. Electronic Communications
Each of us may communicate with the other by e-mail (for example to provide written notice) and such communication is acceptable as a signed writing to the extent permitted by applicable law, both of us agree that for all electronic communications, an identification code ( a "user ID") contained in an electronic document is sufficient to verify the sender's identity and the document's authenticity.

21. Entire Agreement
This Agreement sets forth the entire agreement, and supersedes any and all prior agreements of the Parties with respect to the transactions set forth herein.