Participating Outfitter Agreement

Last updated: November 1, 2009.

Welcome to the MyDreamHunts.com™ site (the “Site”) and our marketing services (the “Services”). MyDreamHunts.com™ is owned and operated by Dream Hunts, LLC. Any Outfitter that offers hunting services and who wants to access the Site and use the Services to give away hunts in an effort to gain marketing exposure to prospective hunting clients must accept the terms and conditions of this Participation Agreement without change. BY REGISTERING FOR AND USING THE SERVICES AS A PARTICIPATING OUTFITTER, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PARTICIPATING OUTFITTER AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED HEREIN BY REFERENCE.

1. Eligibility. Use of the Site and Services is limited to those outfitters in North America offering hunting services that are willing to make available at least one hunt per year to be given away to MyDreamHunts.com™’s members or other visitors to the Site. To register, Participating Outfitter must complete all of the information found in the online Participating Outfitter Registration Form that is indicated as “required” information. This includes details on the hunt that Participating Outfitter would like to make available for give away. If all of the “required” information on that form is not completed, your registration as a Participating Outfitter will not be accepted. The person registering on behalf of the Participating Outfitter represents that he or she has all requisite right, power and authority to enter into this Participation Agreement and perform the Participating Outfitter’s obligations hereunder.

2. MyDreamHunts.com™’s Role and Obligations. MyDreamHunts.com™ provides a platform for outfitters offering hunting services to market their hunting services to the general public and MyDreamHunts.com™’s members by making available at least one hunt to be given away per year to MyDreamHunts.com™’s members or visitors to the Site. The Participating Outfitter is simply making the hunt available to be given away and is allowing MyDreamHunts.com™ to facilitate the give away of those hunts (i) by use of a random computerized selection process, for the hunts to be given away daily, (ii) by use of a computerized tracking process for those hunts to be given away at various frequencies to those MyDreamHunts.com™’s members voted by the other MyDreamHunts.com™’s members to have the best hunting picture, the best hunting video, the best hunting story and (iii) by use of a computerized tracking process for those hunts to be given away to the members with the most friends that join MyDreamHunts.com™ within a specified period of time.

In exchange for the Participating Outfitter agreeing to make available for give away at least one hunt every twelve (12) months and the other obligations set forth in Paragraph 3 below:

a. MyDreamHunts.com™ will share among all of the Participating Outfitters up to thirty percent (30%) of the revenues generated from advertising as further discussed and specified in Paragraph 3.a below.

b. Participating Outfitters will be able to share any of their special offers to MyDreamHunts.com™ Members in our “Outfitter’s Specials” section. This will allow the Participating Outfitter to reach our entire membership anytime the Participating Outfitter has something special to offer the Members.

c. Participating Outfitters will have their own Hunt Swap Page that will allow the Participating Outfitters to swap hunts with each other.

3. Participating Outfitter’s Obligations.

a. By agreeing to the terms and conditions of this Agreement, Participating Outfitter agrees to make available for give away at least one hunt every twelve (12) month period starting with the date you first enter a hunt to give away on the Participating Outfitter’s Profile Page. The Participating Outfitter will need to add another hunt to be give away before the end of the twelve (12) month period in order to stay in “Active Status.” The Participating Outfitter’s account will remain in Active Status and it will continue to receive checks from the Member Dues Revenue Pool without interruption for twelve (12) months from date of the last registered hunt based on the cumulative value of the hunts it has made available to give away in the last twelve (12) months. All Participating Outfitters will share in twenty-five percent (25%) of the Advertising Revenue Pool, as calculated by the MyDreamHunts.com™ database system at the end of each month. Each Participating Outfitter’s proportion of the twenty-five percent (25%) of the Advertising Revenue Pool will be calculated on the last day of each month (hereinafter “Calculation Date”) by taking the value of the hunts made available to be given away by each Participating Outfitter during the twelve (12) month period prior to each Calculation Date and dividing that amount by the total value of the hunts made available to be given away by ALL Participating Outfitters during the twelve (12) month period prior to each Calculation Date. Those Participating Outfitters who registered and made a hunt available to be given away before the Official Launch Date (July 18, 2009) of the MyDreamHunts.com™ website became “Founding Participating Outfitters” and will exclusively, as a group, share in an additional five percent (5%) of the Advertising Revenue Pool.

Checks will be sent to all Participating Outfitters who are in “Active Status” no later than the 10th day after the first full month that MyDreamHunts.com™ begins receiving advertising revenue. If a Participating Outfitter’s account goes into “Inactive Status” due to its failure to make a hunt available to give away before the end of the twelve (12) month period since its last hunt was made available to give away, such Participating Outfitter will no longer be eligible to receive its proportion of the Advertising Revenue Pool. Any Founding Participating Outfitter that allows its account to go into “Inactive Status” due to its failure to make a hunt available to give away before the end of the twelve (12) month period since its last hunt was made available to give away will permanently loose its status as a Founding Participating Outfitter and will no longer be eligible to receive any revenue from the additional five percent (5%) of the Advertising Revenue Pool exclusively reserved for Founding Participating Outfitters. Should the outfitter re-register or be allowed to return to Active Status, the Participating Outfitter will then be allowed to receive a proportion of the twenty-five percent (25%) portion of the Advertising Revenue Pool.

b. Each Hunt that the Participating Outfitter makes available for give away must have a minimum value of One Thousand Dollars ($1,000.00). Participating Outfitter will be only be obligated to give away the services normally provided by the outfitter, which excludes transportation and hunting license costs. The value and duration of hunt must be equal to the Participating Outfitter’s advertised hunt value and duration. There shall be no inflation of hunt values or reductions in hunt durations from the Participating Outfitter’s published hunts.

c. The Participating Outfitter agrees to provide a fifteen percent (15%) discount to all MyDreamHunts.com™’s members on all of the Participating Outfitter’s hunting services. Participating Outfitter will have the ability to search and confirm a member’s status before committing to provide a MyDreamHunts.com™ member with such discount.

d. By entering into this Participation Agreement and posting a hunt to be given away, Participating Outfitter agrees to complete the give away of that hunt detailed in the Participating Outfitter online registration form and as described by this Participation Agreement. Participating Outfitter acknowledges that by not fulfilling these obligations, Participating Outfitter’s action or inaction may be legally actionable. Participating Outfitter agrees to treat the MyDreamHunts.com™’s winner of the Participating Outfitter’s give away hunt, regardless whether such hunt was the actual hunt won by the winner or was a hunt won by one MyDreamHunts.com™ member winner and swapped with another MyDreamHunts.com™’s member winner, in the same manner and in the same priority as any of Participating Outfitter’s paying customers.

4. MyDreamHunts.com™ Give Away Services. IN ORDER TO GIVE AWAY YOUR HUNTS ON MYDREAMHUNTS.COM™, YOU MUST REGISTER AS A PARTICIPATING OUTFITTER WITH MYDREAMHUNTS.COM™ AND AGREE TO THE FOLLOWING PROVISIONS OF SERVICE (the “Provisions of Service”).

a. The Participating Outfitter must agree to provide a fifteen percent (15%) discount to all MyDreamHunts.com™’s members on all of the Participating Outfitter’s hunting services, as discussed in Paragraph 3.c above. In addition, the Participating Outfitter must make available at least one hunt every twelve (12) months to be given away to MyDreamHunts.com™’s members, as discussed in Paragraphs 3.a and b above. The Participating Outfitter can make available more than one hunt per year to be given away to MyDreamHunts.com™’s members.

b. It is suggested that the Participating Outfitter provide MyDreamHunts.com™ with at least one article for our members. This article can be of story nature or educational and can be related to the hunting opportunities that the Participating Outfitter has to offer. Such article will be featured on MyDreamHunts.com™ Home page from time to time and will otherwise be available for MyDreamHunts.com™’s members to search and review on the Site and review on the Participating Outfitter’s profile page.

c. The Participating Outfitter must provide MyDreamHunts.com™ with a hunting photograph similar in nature or related to the hunt that the Participating Outfitter is giving away. The photograph may be featured on MyDreamHunts.com™ for the entire day that the Participating Outfitter’s hunt is to be given away to a MyDreamHunts.com™ member and will otherwise be available for MyDreamHunts.com™’s members to review on Participating Outfitter’s profile page.

d. Once a winner is selected for a free hunt to be given away by the Participating Outfitter, an email will be sent to both the winner and the Participating Outfitter identifying both the winner and the Participating Outfitter, along with contact information for both. The Participating Outfitter agrees to work in a timely manner with the winner to schedule the hunt and provide documentation of the hunt to be given away.

e. If, at any time, MyDreamHunts.com™ reasonably concludes, based on information available, that the Participating Outfitter’s actions and/or performance in connection with the give away of a hunt by such Participating Outfitter may or actually results in a dispute, hidden charges, failure to give away the described hunt or other claims by MyDreamHunts.com™’s members or any winner, then MyDreamHunts.com™ may, in its sole discretion, elect to terminate this Participation Agreement with such Participating Outfitter. In the event of such termination, the Participating Outfitter will no longer be eligible to be featured or have a presence on MyDreamHunts.com™ and such Participating Outfitter will no longer be eligible to participate in the sharing of any of the Advertising Revenue Pool.

f. MyDreamHunts.com™ may refuse or reject the registration of any outfitter for any reason deemed reasonable in MyDreamHunts.com™’s sole discretion.

g. Participating Outfitters may terminate his/her/its participation as a MyDreamHunts.com™ Participating Outfitter at any time by informing MyDreamHunts.com™ using the standard method then-currently provided by MyDreamHunts.com™ for such termination. In the event of such termination, the Participating Outfitter will no longer be eligible to be featured or have a presence on MyDreamHunts.com™, such Participating Outfitter will no longer be eligible to participate in the sharing of any of the Advertising Revenue Pool and such Participating Outfitter’s hunt to be given away will not be available to be given away, unless the hunt give away has already occurred.

5. MyDreamHunts.com™’s Reservation of Rights. MyDreamHunts.com™ retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Participating Outfitter not to list, any or all services in our sole discretion. MyDreamHunts.com™ may in our sole discretion withhold for investigation, refuse to process, stop and/or cancel any of Participating Outfitter transactions on the Site. Participating Outfitter agrees to stop and/or cancel the offer of any of Participating Outfitter’s hunts on the Site if MyDreamHunts.com™ asks Participating Outfitter to do so. In the event of such suspension, removal, cancellation or stoppage, MyDreamHunts.com™ shall have the right to hold any Advertising Revenue sharing from such Participating Outfitter until all issues are resolved. If such issues are not resolved, MyDreamHunts.com™ reserves the right, at its sole discretion, to terminate this Agreement and shall be under no obligation to pay such Participating Outfitter any Advertising Revenue sharing after the date of such suspension, removal, cancellation or stoppage.

My Dream Hunts, LLC, operating and doing business as “MyDreamHunts.com™” (hereinafter referred to as “MyDreamHunts.com™”) reserves the right to change any of the terms and conditions contained in this Participation Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notices of changes to this Participation Agreement will be posted on the Site for thirty (30) days. Participating Outfitter is responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. PARTICIPATING OUTFITTER’S CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING MYDREAMHUNTS.COM™’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF PARTICIPATING OUTFITTER DOES NOT AGREE TO ANY CHANGES TO THIS PARTICIPATION AGREEMENT, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE.

6. Password Security. Participating Outfitter’s password may be used only to access the Site, use the Services, post information on existing or new hunts to be given away by Participating Outfitter and make updates to Participating Outfitter’s information already posted on the Site. Participating Outfitter is solely responsible for maintaining the security of Participating Outfitter password. Participating Outfitter may not disclose Participating Outfitter password to any third party (other than third parties authorized by Participating Outfitter to use Participating Outfitter’s account) and are solely responsible for any use of or action taken under Participating Outfitter’s password on this Site. If Participating Outfitter password is compromised, Participating Outfitter must change its password.

7. Privacy. Read the MyDreamHunts.com™ Privacy Policy. The Privacy Policy may be changed by MyDreamHunts.com™ in the future. Participating Outfitter should check the Privacy Policy frequently for changes. MyDreamHunts.com™ and its affiliates may communicate with Participating Outfitter in connection with Participating Outfitter listings, sales, discounts and the Services, electronically and in other media, and Participating Outfitter consents to such communications regardless of any preferences noted in your Accounts Page that Participating Outfitter may have indicated on the Site or by any other means. When Participating Outfitter use the Services, some personally identifiable information about Participating Outfitter, including Participating Outfitter feedback and the e-mail address associated with Participating Outfitter account, may be displayed on the Site, may be used directly or indirectly for marketing outdoor related products or services by MyDreamHunts.com™’s sponsors or outdoor product suppliers and may be viewed by MyDreamHunts.com™’s members.

8. No Warranties. THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. MYDREAMHUNTS.COM™ RESERVES THE RIGHT TO REVISE THE SITE AT ANY TIME IN ITS SOLE DISCRETION. MYDREAMHUNTS.COM™ MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

a. THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

b. THAT THE SITE OR THE SERVICES WILL MEET PARTICIPATING OUTFITTER’S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;

c. THAT THE INFORMATION, CONTENT, MATERIALS, OR SERVICES INCLUDED ON THE SITE WILL BE AS REPRESENTED BY PARTICIPATING OUTFITTERS, AVAILABLE FOR SALE AT ANY, LAWFUL TO SELL, OR THAT PARTICIPATING OUTFITTER OR MYDREAMHUNTS.COM™’S MEMBERS WILL PERFORM AS PROMISED;

d. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND

e. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF MYDREAMHUNTS.COM™. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MYDREAMHUNTS.COM™ DISCLAIMS ANY AND ALL SUCH WARRANTIES.

9. General Release. BECAUSE MYDREAMHUNTS.COM™ ONLY FACILITATES PARTICIPATING OUTFITTERS’ HUNT GIVE AWAYS ON MYDREAMHUNTS.COM™, IF A DISPUTE ARISES BETWEEN A MYDREAMHUNTS.COM™ MEMBER AND PARTICIPATING OUTFITTER RELATED TO PARTICIPATING OUTFITTER’S GIVE AWAY HUNTS, PARTICIPATING OUTFITTER AGREES TO RELEASE MYDREAMHUNTS.COM™ (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

10. Indemnity/Limitation of Liability.

a. Indemnity and Defense. Participating Outfitter will defend, indemnify and hold harmless MyDreamHunts.com™ and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of Participating Outfitter’s representations, warranties, or obligations set forth in this Participation Agreement; (ii) Participating Outfitter’s own website or other sales channels, the services Participating Outfitter sells, any content Participating Outfitter provided, the advertisement, offer, sale or refund of any services Participating Outfitter sells or any actual or alleged infringement of any intellectual property or proprietary rights by any services Participating Outfitter sells or content Participating Outfitter provided or (iii) any hunts given away or to be given away by Participating Outfitter. For purposes hereof: “Claim” means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity in connection with any advertisement, offer or sale of services by Participating Outfitter on or through the Site, or otherwise in connection with any action, inaction or omission of Participating Outfitter or any of affiliate of Participating Outfitter, or any of Participating Outfitter’s or their respective employees, agents, contractors or representatives.

b. Limitation of Liability. MYDREAMHUNTS.COM™ WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PARTICIPATION AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY HUNTS GIVEN AWAY BY PARTICIPATING OUTFITTER ON MYDREAMHUNTS.COM™.

11. Applicable Law. The laws of the state of Colorado govern this Participation Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the Convention on Contracts for the International Sale of Goods. Any dispute with MyDreamHunts.com™ or its affiliates relating in any way to these terms and conditions or Participating Outfitter’s use of the Services in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $7,500 shall be adjudicated in 4th Judicial District Court in Teller County, Colorado, and Participating Outfitter consents to exclusive jurisdiction and venue in such courts.

12. Not an Agent; Give Away Hunt Status. Because MyDreamHunts.com™ is not the agent of the Participating Outfitter, MyDreamHunts.com™ will not act as Participating Outfitter’s agent related to Participating Outfitter’s hunting business. The hunt that the Participating Outfitter is willing to give away on the Site is not being given to MyDreamHunts.com™. The Participating Outfitter is simply making the hunt available to be given away and is allowing MyDreamHunts.com™ to facilitate the give away of those hunts to MyDreamHunts.com™’s members or other visitors to the Site (a) by use of a use a random computerized selection process, for the hunts to be given away daily, (b) by use of a computerized tracking process for those hunts to be given away at various frequencies to those MyDreamHunts.com™’s members voted by the other MyDreamHunts.com™’s members to have the best hunting picture, the best hunting video, the best hunting story and (c) by use of a computerized tracking process for those hunts to be given away to the members with the most friends that join MyDreamHunts.com™ within a specified period of time. MyDreamHunts.com™ never owns any of the hunts to be given away.

13. Participating Outfitter’s Grant. By entering into this Participation Agreement, listing a hunt to be given away and agreeing to provide MyDreamHunts.com™’s members with the above specified discounts, Participating Outfitter grant MyDreamHunts.com™ a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content Participating Outfitter submits to MyDreamHunts.com™ and its affiliates; provided, however, that MyDreamHunts.com™ will not alter any of Participating Outfitter’s trademarks (i.e., trademarks of Participating Outfitter that are provided to MyDreamHunts.com™ in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by Participating Outfitter (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with Participating Outfitter removal requests as to specific uses of Participating Outfitter trademarks (provided Participating Outfitter are unable to do so using standard functionality made available to Participating Outfitter via the Site or Services); provided further, however, that nothing in this Participation Agreement will prevent or impair MyDreamHunts.com™’s right to use, without Participating Outfitter’s consent, the content and any other materials provided by Participating Outfitter, to the extent that such use is allowable without a license from Participating Outfitter or Participating Outfitter’s affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). Participating Outfitter represents and warrants that Participating Outfitter owns or otherwise controls all of the rights to the content Participating Outfitter submits to MyDreamHunts.com™ and its affiliates, and that the use of such materials by MyDreamHunts.com™ and its affiliates will not infringe upon or violate the rights of any third party.

14. Termination. As also referenced in Paragraph 3.e and 3.f above, MyDreamHunts.com™ may, in its sole discretion, terminate this Participation Agreement, access to the Site or the Services without notice for any reason.

15. General Provisions

a. Entire Agreement. This Participation Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the Privacy Notice, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

b. No Agency; Third-Party Beneficiary. MyDreamHunts.com™ is not the agent, fiduciary, trustee, or other representative of Participating Outfitter. Nothing expressed or mentioned in or implied from this Participation Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Participation Agreement. This Participation Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of MyDreamHunts.com™, Participating Outfitter, and MyDreamHunts.com™’s members.

c. Severability. If any provision of this Participation Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

d. No Waiver. MyDreamHunts.com™ will not be considered to have waived any of its rights or remedies described in this Participation Agreement unless the waiver is in writing and signed by us. No delay or omission by MyDreamHunts.com™ in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. MyDreamHunts.com™’s failure to enforce the strict performance of any provision of this Participation Agreement will not constitute a waiver of MyDreamHunts.com™’s right to subsequently enforce such provision or any other provisions of this Participation Agreement.