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Operating Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Centre for Energy.com link kit. As used in this Agreement, "we" means Centre for Energy, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to Centre for Energy.com's site, located at the URL www.centreforenergy.com, or to any site that you will link to our site (and which you will identify in your link kit application).

1. Enrollment in the Program
To begin the enrollment process, you will submit a complete link kit application via our site. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the link kit opportunity. Unsuitable sites include those that:

• promote 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

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 link kit opportunity, we may terminate this Agreement.

2. Links on Your Site
You may provide on your site one or more of the following types of links to our site:

Home page: You may link directly to the http://www.centreforenergy.com home page from a Centre for Energy banner, logo or hyperlink on your site.

Search form: You may provide a Centre for Energy.com search box on your site that will permit your site visitors to link directly to a page on our site that contains the results of their search queries. We will provide you with technical specifications describing how to include a Centre for Energy.com search box on your site.

To produce accurate tracking statistics, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats.

You acknowledge that, by participating in the link kit opportunity and placing any of the above links within your site, Centre for Energy.com may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Centre for Energy link kit opportunity constitutes your specific and unconditional consent to and authorization for Centre for Energy's access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in Centre for Energy's Privacy Statement.

In addition, you acknowledge that we may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of links on your site (for example, to detect links that are broken or non-functional). Therefore, you agree that we may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring).

Further, you acknowledge and agree that you will: (a) use any data, images, text, or other information obtained by you from us or our site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement; (b) not modify or alter any Content that consists of a graphic image; (c) not edit any Content that consists of text; (d) not sell, redistribute, sublicense or transfer any Content; and (e) promptly delete any Content that is no longer displayed on the Centre for Energy.com site or that we notify you is no longer available for your use.

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 Centre for Energy links on your site to access our site (e.g., by implementing any "rewards" program for persons or entities who use links on your site to access our site); (b) post any Centre for Energy links on any Web site or other platform that is accessible through any Internet Access Appliance; (c) 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; (d) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (e) 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; (f) take any action that could reasonably cause any Web site visitor 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 (g) 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.

Identifying Your Link Status
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 Centre for Energy.com supports, sponsors, endorses, or contributes money to any organization or cause).

3. Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 2 and such other text or images for which we grant express permission, solely for the purpose of linking your site to centreforenergy.com. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our copyright guidelines, as those guidelines may change from time to time. We may revoke your link status at any time by giving you written notice.

4. 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
• the accuracy and appropriateness of materials posted on your site 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, legal fees) relating to the development, operation, maintenance, and contents of your site.

5. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your link kit 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 Centre for Energy.com trademarks, banners, logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the link kit opportunity.

6. 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.

7. 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.

8. 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 link kit opportunity, even if we have been advised of the possibility of such damages.

9. Disclaimers
We make no express or implied warranties or representations with respect to the link kit opportunity. 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.

10. Acknowledge agreement
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS.

11. Miscellaneous

This Agreement will be governed by the laws of Canada and the Province of Alberta, 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.