Affiliate Advertising Program Terms

I. Overview

LKQ Corporation ("LKQ") allows approved online publishers ("Publisher(s)") to market lkqonline.com ("LKQ Online") to its visitors via website advertisements, provided the Publishers meet and adhere to the terms and conditions of this Agreement.

This Agreement contains the complete terms and conditions that apply to a publisher becoming an affiliate in the Program. The purpose of this Agreement is to allow HTML linking between a publisher's web site and LKQ Online. Throughout this Agreement, "we," "us," and "our" refer to LKQ, and "you," "your," and "yours" refer to you, the publisher.

By applying for and participating in the LKQ Online affiliate advertising program (the "Program") you acknowledge reading and understanding these terms and conditions and agree to remain bound by them for the duration of the Agreement. You also acknowledge that these terms and conditions constitute a legally binding Agreement between you and LKQ.

Additional policies regarding your obligations and responsibilities related to daily operations as a publisher using LKQ Online's affiliate advertising materials may be found at CJ Affiliate's website.

II. Participation and Eligibility

Your participation in LKQ's Program is at the sole discretion of LKQ. In order to remain active in this Program, you must abide by and conform to all the terms and conditions stated in this Agreement, as well as the affiliate policies provided by CJ Affiliate. LKQ reserves the right to refuse any company, entity, or individual from participating in the Program.

You must register and maintain an active advertiser account with CJ Affiliate according to their terms and conditions.

You must maintain a publicly available website that you own and solely operate, and on which you have full rights to place LKQ Online advertising materials.

III. Your Obligations and Responsibilities

A. Publisher's relationship with CJ Affiliate: You must enter into an official affiliate publishing relationship with CJ Affiliate and abide by and conform to all of CJ Affiliate's terms and conditions. LKQ will not consider any affiliate relationship outside of those managed and facilitated by CJ Affiliate. You must maintain your account with CJ Affiliate in good standing.

B. Non-disclosure: You must at all times maintain complete non-disclosure of all LKQ materials, properties, and practices acquired as a result of your participation in the Program.

C. Communication: If you are accepted into the Program, you agree to direct all communication regarding payment of commissions to CJ Affiliate.

IV. Your Rights

A. Grant of License: We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms and conditions of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Program. You agree that all uses of the Licensed Materials will be on behalf of LKQ and any good will associated therewith will inure to the sole benefit of LKQ.

B. Proprietary Materials: You reserve all respective rights to your proprietary materials placed in use during this Agreement. Other than the license granted in this Agreement, you retain all right, title, and interest to your respective rights and no right, title, or interest is transferred to you by LKQ.

V. Our Rights

A. Sole Ownership: LKQ will at all times and indefinitely maintain sole ownership of all materials and technologies furnished or made available to you for use in advertising as a result of this Agreement, including but not limited to images, logos, web page code, and server technologies.

B. Monitoring and Changes: LKQ has the right to monitor your website at any time to ensure you remain in compliance with these terms and conditions. We may request changes to your site we deem necessary to under the terms and conditions of this Agreement. LKQ reserves the right to terminate your participation in the program if requested changes are not implemented.

C. Modifications to This Agreement: LKQ may modify any of these terms and conditions at any time at our sole discretion, at which time we will notify you electronically. Modifications may include, but are not limited to, changes in payment procedures and Program rules and policies. If any modification is unacceptable to you, your sole option under this Agreement is to terminate this Agreement and thus, your participation in the Program. However, your continued participation in the Program following the posting of any notice of change or new agreement on LKQ Online will indicate your acceptance of the changes.

VI. Payments

You agree that all payments of qualified commissions will be provided by CJ Affiliate and not by LKQ. Further, you will not hold LKQ responsible for failure of CJ Affiliate to furnish commission payments or considerations.

VII. Term and Termination of Agreement

The term of this Agreement shall be determined at the sole discretion of LKQ. Termination can be at any time by either party, for any reason, provided written or electronic notice of termination is provided to the other party.

Publisher agrees that commissions will only be paid toward successfully tracked purchases of net salable goods and services offered on lkqonline.com, after all returns, credits, and coupons have been applied. No commissions will be paid toward non-salable charges, including but not limited to sales taxes, shipping fees, handling fees, extended warranties, and charges for rushed or expedited orders.

VIII. Representations and Warranties

A. LKQ: LKQ does not warrant the results of your participation in this program, including but not limited to the successful and commissionable purchase transactions of any trackable visitor from your website to LKQ Online, nor does LKQ warrant your acquisition of any commission payments or other considerations beyond what is stated in your agreement with CJ Affiliate.

LKQ does not warrant the error-free performance or uninterrupted availability of LKQ Online, and you agree not to hold LKQ responsible in any way for any potential or perceived losses on your part as a result of any such error, downtime, or outages.

B. Publisher: You warrant that you have duly and validly executed this Agreement and that it constitutes a legal, valid, and binding obligation, enforceable against you in accordance with its terms; you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; and you have sufficient right, title, and interest in and to the rights granted to LKQ in this Agreement.

IX. Limitations of Liability

LKQ will not be liable to you with respect to any subject matter of this Agreement whether based in contract, negligence, tort, strict liability or other legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if LKQ has been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this agreement, in no event shall LKQ's cumulative liability to you arising out of or related to this Agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total commission fees paid to you under this Agreement.

X. Indemnification

You hereby agree to indemnify and hold harmless LKQ, its subsidiaries and affiliates, and their respective directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to LKQ.

XI. Final Agreement

This Agreement shall be understood to be the full and final affiliate advertising program agreement between you and LKQ, and does not constitute or imply any other business relationship. The stipulations stated in this Agreement supersede any stipulations stated in any previously agreed-upon affiliate advertising program agreement between you and LKQ.

XII. General Provisions

A. Confidentiality: All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party. Each party agrees that it shall treat the other party's confidential information with the same degree of care and security as it treats its own confidential information, but in no event shall such care and security be less than a reasonable standard.

B. Non-Exclusivity: You understand this Agreement is not exclusive, and that LKQ may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with your website. You understand that LKQ may also enter into similar but separate affiliate agreements with other parties or business entities at any time at our sole discretion.

C. Non-Transferability: You may not transfer this Agreement, nor its rights or obligations, to any third party.

D. Choice of Law and Arbitration: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Tennessee without regard to the conflicts of laws and principles thereof. The venue of any arbitration between you and LKQ arising out of conflict pertaining to this Agreement shall be the State of Tennessee, County of Davidson.