Keep Right Racing, Llc —TERMS OF USE AGREEMENT This Agreement governs the use of the Keep Right Racing, Llc. (“KRR”) Web site (the "Site"), describes your responsibilities and limits our liability, among other things, and constitutes your agreement, on behalf of yourself and any entity that you represent (hereinafter collectively "You" or "Your"), to all of the terms and conditions provided below. This Terms of Use Agreement (the "Agreement") constitutes the entire agreement between You and KRR with respect to the Site and supersedes all prior agreements or previous discussions (written or oral) between You and KRR . This Agreement may be modified only by a signed agreement, or as follows: KRR may modify this Agreement from time to time at its sole discretion by posting updated Terms of Use in the same location on the Site where the previous Terms of Use were posted. Your use of the Site will be subject to the most current version of the Terms of Use posted on the Site at the time of such use. All such guidelines or rules are hereby incorporated by reference into the Terms of Use. If You breach any of these Terms of Use, Your authorization to use this Site automatically terminates and You agree to immediately return any and all items that are the property of KRR. There may be additional terms and conditions provided throughout the Site governing Your use of specific areas, features, functions, forms, applications and information available throughout the Site and are hereby incorporated into this Agreement. Please read the Agreement carefully before using the Site. USE RESTRICTIONS This Site is not a manner through which KRR receives and accepts information regarding product and/or service ideas, methods or concepts for new or existing products and/or services. Any such information submitted to KRR through this Site is not confidential or protected in any way and KRR will be entitled to use, exploit, communicate, dispense and dispose of such information in any manner it so chooses. The use of automated dial-in or inquiry devices in an effort to obtain information through the Site is prohibited. This Agreement is void where prohibited by law, and the right to access the Site and information thereon is revoked in such jurisdictions. REGISTRATION Use of the Dealer Services portions of the Site is only available to dealers of KRR products that have become registered users ("Dealers") of the Site. You may choose to become a Dealer with the Site to facilitate Your access to the interactive features on the Site. Registration provides You with access to inventory information, information regarding the status of orders, account information and order placement services. Limited access to information on the Site may be granted by Dealer to his or her employees or staff members. Additional features and information access may be added to the Site in the future for access by Dealers only. Previously registered Dealers will not be required to re-register with the Site in order to use the new features and information access. To become a Dealer You must register to use the site via phone, email, fax, or other means. The registration information collected at that time shall be entered into the KRR database and the dealer then issued a username and password. By registering, You represent and warrant (a) that You are 18 years of age or over, and (b) (i) You are personally signing up as a Dealer, or (ii) that You are signing up as a Dealer on behalf of an entity You have identified in the registration information and are authorized to sign for and bind that entity; and (c) the registration information is current, complete, and accurate. Dealer must update registration information to ensure that it continues to be current, complete, and accurate. KRR reserves the right to accept or reject Dealer registration for the Site. The Site may also display entity names as part of the registration process to facilitate an individual registrant's affiliation with the correct entity. You hereby consent to such a use. Upon acceptance of Dealer's registration, KRR shall provide to Dealer a username and password. Upon Dealer's receipt of that username and password, KRR authorizes Dealer to access and use the Site subject to these Terms of Use. It is the responsibility of Dealer to maintain the confidentiality of the username and password. Dealer is responsible for all activity that occurs on Dealer's username and password. Dealer may allow additional employees within Dealer's organization to become additional users under Dealer's account. Dealer will be solely responsible for the activities of these additional users. Dealer must also be aware that these additional users will have full access to all information under Dealer's username and password and may be able to modify the contents of that account, unless such access is limited by Dealer. You agree to notify KRR immediately of any unauthorized use of Your username or password and that You will, for security reasons, make sure that You exit from any activities on the Site at the end of each of Your uses of the Site. TERM AND TERMINATION This Agreement is effective as of the date You first use the Site and continues in full force and effect until terminated in accordance with this Section. The Site and its contents, i.e., the materials, products, information, graphics, functions, features, services and links (collectively "Content") may be changed, updated, revised or deleted at any time without notice and KRR may discontinue, modify or suspend the Site at any time without notice, and may terminate, modify or suspend Your access to the Site at any time without notice in its sole discretion. You may terminate this Agreement at any time upon written, telephone or email notice to KRR. Termination is in addition to all other legal or equitable remedies available to either party. Upon termination of this Agreement for any reason, You shall cease to access or to use any Content obtained through KRR or the Site and immediately return any materials that are the property of KRR. The limitations and disclaimers of warranties, the indemnity obligations, and the provisions of governing law, jurisdiction and venue, shall survive the termination of this Agreement. LIMITED COPYRIGHT LICENSE The Site and its Content are protected by United States and international copyright, trademark, and other laws. © 2005 Keep Right Racing™. All rights reserved. Any unauthorized use of the Content or other matter on this Site may violate such laws. Except as expressly provided herein, KRR does not grant any express or implied right to You under any patents, copyrights, trademarks, rights in trade secrets or other intellectual property rights with respect to the Content, materials, services and other matter on the Site. USE OF MATERIALS Except as otherwise indicated elsewhere on this Site, You may view, download and print the Content available on this Site subject to the following conditions: 1. Except as expressly permitted, the documents, data and other information may not be modified or altered in any way. 2. You may not remove any copyright, trademark or other proprietary notices contained in the Content. 3. KRR reserves the right to revoke the authorization to view, download and print the Content available on this Site at any time, and any such use shall be discontinued immediately upon notice from KRR. 4. The rights granted to You constitute a limited license and not a transfer of title. The rights specified above to view, download, and print the Content available on this Site are not a right to copy or reproduce the design, layout or look and feel of the Site apart from the uses permitted herein. Elements of this Site are protected by trade dress, copyright and other laws and may not be copied or imitated in whole or in part. You agree not to use any means to circumvent log in, password and other protections KRR puts in place to restrict access to certain parts of the Site. USE BY DEALERS Dealer may use the Site in accordance with these Terms of Use. Dealer shall use the Site only for the direct benefit of Dealer's internal business operations, and shall not resell Content to any third parties. With respect to Content available on the Site, Dealer may (i) view that information, and (ii) print that Content for use in accordance with this Agreement, so long as those copies are distributed only to support internal business operations and so long as all copyright, trademark, and other proprietary rights notices are included on those copies. Except as specifically permitted above, You shall not (i) reproduce or distribute any Content available through the Site, electronically or otherwise, or (ii) store or aggregate that Content. You shall not share, rent or sublicense any of its rights under this Agreement to any other party.  WARRANTIES AND DISCLAIMERS EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT SIGNED BY AUTHORIZED REPRESENTATIVES OF YOU AND KRR, ALL CONTENT ON THIS SITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR THE WARRANTY OF NON-INFRINGEMENT REGARDING ALL MATERIALS AND SERVICES ON THE SITE AND YOUR ABILITY TO OR INABILITY TO USE THE SITE AND ITS CONTENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES THAT CANNOT BY LAW BE EXCLUDED ARE LIMITED TO NINETY (90) DAYS. THIS SITE MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. KRR MAY MAKE CHANGES TO THE CONTENT ON THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT ON THIS SITE MAY BE OUT OF DATE, AND KRR MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES. KRR ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE CONTENT OR FOR INFORMATION, MATERIALS, OR SERVICES OF THIRD PARTIES THAT ARE REFERENCED BY OR LINKED TO THIS SITE. REFERENCES TO OTHER COMPANIES OR OTHER WEB SITES, THEIR SERVICES AND PRODUCTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. IN NO EVENT SHALL KRR OR ITS LICENSORS OR ASSOCIATES OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT KRR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE USE OF THE SITE OR THE DOWNLOADING AND ACQUISITION OF ANY MATERIALS THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KRR OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE. IN ADDITION TO THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE, IN NO EVENT WILL KRR'S LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT EXCEED ONE THOUSAND U.S. DOLLARS. YOU ACKNOWLEDGE THAT THE ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITIES CONTAINED IN THIS AGREEMENT IS A MATERIAL CONSIDERATION FOR KRRA ENTERING INTO THIS AGREEMENT. THIS SITE CAN BE ACCESSED FROM OTHER COUNTRIES AROUND THE WORLD AND MAY CONTAIN REFERENCES TO KRR'S PRODUCTS, SERVICES AND PROGRAMS THAT HAVE NOT BEEN ANNOUNCED IN YOUR COUNTRY. THESE REFERENCES DO NOT IMPLY THAT KRR INTENDS TO ANNOUNCE SUCH PRODUCTS, SERVICES, OR PROGRAMS IN YOUR COUNTRY. INDEMNITY At KRR's option and request, You shall, at Your own expense, indemnify, defend and hold KRR and its subsidiaries, affiliates, officers, employees, agents, co-branders, suppliers or associates harmless from and against any losses, costs, damages, liabilities and expenses (including reasonable attorneys' fees), arising out of Your use of the Site or related to a third-party claim, action or allegation (a) related in any way to a transaction or dispute between You and any third party (b) based on or caused by unauthorized access to the Site through Dealer's account,(c) is based on facts or alleged facts that would constitute a breach of any of Your representations, warranties or covenants under this Agreement, or (d) arising out of a request for KRR to remove or disable access to any Content in or on the Site. You shall not enter into a settlement of the foregoing without KRR's prior written consent, and shall not incur expenses and fees in defending the above claims, actions or allegations without prior approval from KRR. LINKS TO OTHER INTERNET WEB SITES This Site may contain links to third-party Web sites that are not under the control of KRR. KRR makes no representations or warranties whatsoever about any other Web site You may have access to through this Site. When You access a non-KRR Web site, You do so at Your own risk and KRR is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on these sites; or for the quality of any products or services available on such sites; or for any damage or loss caused or alleged to be caused through or in connection with use of or reliance on the content, goods, or services available on or through any such link, site or its resource. KRR provides these links merely as a convenience and the inclusion of such links does not imply that KRR endorses or accepts any responsibility for the content or use of such Web sites. PRIVACY POLICY Click here to access the KRR Privacy Policy which governs the use of all information acquired from You through the Site. ENTIRE AGREEMENT These Terms of Use constitute the entire agreement between You and KRR with respect to the Site and supersedes all prior agreements or previous discussions (written or oral) between You and KRR. This Agreement may be modified only by a signed agreement, or as follows: KRR may modify this Agreement by posting updated Terms of Use in the same location on the Site where the previous Terms of Use were posted. If You continue to use the Materials, Services or Site, then You will be considered to have accepted the updated Terms of Use. EXPORT, IMPORT AND OTHER REGULATIONS You assume all responsibility for compliance with all laws and regulations of the United States and any other country from which You may access the Site regarding access, use, export, re-export and/or import of any Content appearing on or available through this Site. You acknowledge and agree that You will not export or import any Content to any country to which export or import is restricted under United States law, that You are not a national of any such country, and that the Content will not be used in the design,development or production of nuclear, chemical or biological weapons. MISCELLANEOUS PROVISIONS KRR's failure to enforce any provision of this Agreement will not be construed as a waiver of any provision or right. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. KRR will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of cause beyond the reasonable control of KRR including, without limitation, outages of the Internet or connections thereto, communications outages, earthquake, fire, flood, war or act of God; or any acts of governmental bodies or authorities. GOVERNING LAW AND JURISDICTION This Site (excluding linked sites) is controlled by KRR from its offices within the state of California, United States of America. By accessing this Site, You and KRR agree that the statutes and laws of the State of California, without regard to the conflicts of laws principles thereof, shall govern all matters relating to Your access to, or use of, this Site and any Content. You and KRR also agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of San Francisco County and the United States District Court for the Northern District of California with respect to such matters. KRR makes no representations or warranties that Content available on this Site is appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws. ACCEPTABLE USE POLICY You agree to not use the Site to: * harm minors in any way. * upload, post, or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party. * upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. * interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site. * collect or store personal data about other users. * use Your project hosting site (or directory) as storage for remote loading or as a door or signpost to another home page, whether inside or beyond the Site.