MPORTANT: THESE TERMS AND CONDITIONS ARE AN AGREEMENT ("AGREEMENT") BETWEEN THE AMERICAN RED CROSS OREGON TRAIL CHAPTER AND YOU ("you" or "your") FOR THE RIGHT TO USE A RED CROSS BANNER AS A LINK TO THE RED CROSS WEB SITE. BY CLICKING ON "YES" TO THE QUESTION "DO YOU AGREE WITH THE AGREEMENT?" AT THE BOTTOM OF THE BANNER WEB PAGE, YOU ACKNOWLEDGE THAT (I) YOU HAVE READ THIS AGREEMENT, (II) YOU UNDERSTAND IT, AND (III) YOU AGREE TO COMPLY WITH AND BE BOUND BY THE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE BUTTON INDICATING "NO" AT THE BOTTOM OF THE BANNER WEB PAGE MUST BE SELECTED, AND YOU MAY NOT COPY OR USE ANY RED CROSS BANNER NOR MAY YOU LINK TO THE RED CROSS WEB SITE.

Linking License. Subject to the terms and conditions of this Agreement, Red Cross grants you a non-exclusive, limited, revocable and royalty-free license to include a banner that serves as a hypertext reference link ("Banner Link") from your web site ("Your Site"). Red Cross shall provide to you the Banner Link, and you shall use only the Banner Link provided by Red Cross. Limitations. You shall not: Display or use the Banner Link in a manner that causes the Red Cross Site or any portion of the content on the Red Cross Site to display within a frame, be associated with any advertising or sponsorship not part of the Red Cross Site or otherwise incorporate Red Cross Site content into a third-party web site; Alter, block or otherwise prevent display of any content on the Red Cross Site; Link to the Red Cross Site through any web site other than Your Site; and/or Link to the Red Cross Site if, to a reasonable person, Your Site contains content that is obscene, defamatory, harassing, grossly offensive or malicious. Endorsements: American Red Cross policy prevents the endorsement of any product, service, or Web site, and permission for a banner to the American Red Cross public Web site does not constitute any such endorsement. Proprietary Rights. You acknowledge and agree that the Red Cross Site, including but not limited to all content, text, images, software, media and other materials therein, is proprietary to or licensed by Red Cross, protected under copyright and other intellectual property laws, and may not be reproduced, transmitted, displayed, published or distributed without the express prior written consent of Red Cross. Use of Name and Emblem. Red Cross grants you a non-exclusive, limited, revocable license to use the Red Cross name and emblem (consisting of a Greek red cross) solely in connection with displaying the Banner Link in accordance with this Agreement. Approval. Subject to the terms and conditions of this Agreement, you agree to obtain Red Cross' prior written approval of your placement of the Banner Link on Your Site. Red Cross agrees not to unreasonably withhold or delay such approval. Liability and Indemnification. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER RED CROSS, INCLUDING ITS CHARTERED UNITS, NOR ITS GOVERNORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND VOLUNTEERS SHALL BE LIABLE IN ANY WAY, TO ANY PERSON OR ENTITY, IN CONNECTION WITH THE BANNER LINK OR THIS AGREEMENT. You shall indemnify, defend and hold Red Cross harmless, including its chartered units, and its governors, directors, officers, employees, agents and volunteers from and against any and all suits, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating in any way to the Banner Link or this Agreement. This Section 6 shall survive the expiration or termination of this Agreement. Term and Termination. This Agreement shall remain in full force and effect for one (1) year unless terminated in accordance with this Section 7. Upon expiration or termination of this Agreement, the license granted in this Agreement terminates immediately and automatically and you shall immediately: (a) discontinue or disable the Banner Link; (b) remove the Banner Link and Red Cross' name and emblem from Your Site; and (c) destroy any copies of data taken from the Red Cross Site in your possession, custody or control. Red Cross may, in its sole and absolute discretion, terminate this Agreement at any time for any reason or for no reason by giving you twenty-four (24) hours prior written notice. Any default in, or breach of, the terms or conditions of this Agreement by you will result in immediate termination of this Agreement. No Assignment. You shall not assign, subcontract or in any way transfer this Agreement, in whole or in part, without the prior written consent of Red Cross. Choice of Law and Venue. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the Commonwealth of Virginia, excluding its laws regarding conflicts of laws. The parties agree that any and all proceedings arising out of, relating to, or referencing this Agreement shall be brought in, and only in, the United States District Court for the District of Columbia. Both parties consent to and waive any objection to the jurisdiction and venue thereof. Entire Agreement. This Agreement constitutes the entire agreement and understanding between you and the Red Cross with regard to the subject matter hereof and no amendment, modification or waiver of any of the terms or conditions herein shall be valid unless in a writing signed by both you and the Red Cross.