Last Updated: January 1, 2007

These terms and conditions ("Agreement") shall constitute the entire agreement between Mania Media Inc, ("Mania Media Inc., "we" or "us"), and you governing your use of the www.ManiaMedia.Inc.com website (the "Program Website") and/or participation as an affiliate member ("Member") in the Mania Media Inc. affiliate member program (the "Program"). If you are a corporation, limited liability company/corporation or any other type of business entity, the term "you" shall include any officer, executive, member, employee, consultant and/or agent of your business entity.

By submitting your online application to become a Member (the "Application"), you are confirming that you:

a) have fully read this Agreement;

b) understand all of the terms of the Agreement;

c) are 18 years of age or above;

d) own and operate an Internet website where you can place advertisements and generate traffic; and

e) agree to be fully bound by the Agreement. In addition, by visiting and/or accessing the Program Website, you fully agree to this Agreement.

This Agreement is subject to change at any time, in our sole discretion, and such changes are effective upon their posting at the Program Website. Changes may include, without limitation, changes in the Commission structures, payment procedures and other Program-related policies. Bookmark this page and check it frequently as it is up to you to refer to this page for any amendments and/or changes to this Agreement. By your continued participation in the Program, you are fully subject to the Agreement in effect at the time.

1. Enrollment in the Program

1.1 To begin the enrollment process, you must submit a complete and accurate Application. We will evaluate your Application and will promptly notify you of your Application acceptance or rejection via the e-mail address that you supply as a part of your Application. To qualify as a Member, you must own and operate an Internet website where Marketing Pieces, as defined in Section 6, may be posted.

1.2 You understand and agree that we may reject your Application and/or terminate your participation in the Program at anytime and for any reason, in our sole discretion. Such reasons may include, without limitation:

A. we believe that you are in any way in breach of this Agreement;

B. we believe that your Member website ('Member Website') is unsuitable for the Program for any reason including, without limitation, that the Member Website contains material that could be considered unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable;

C. we believe that you are not, in any manner whatsoever, conducting Internet marketing that fully complies with all applicable laws, rules and regulations; and/or

D. use of any names, trademarks, trade names, drawings, logos and symbols associated with a Mania Media Inc. customer ('Customer'), or variations and/or misspellings of any of them, in URLs to the left of the top level domain name (e.g., '.com,' '.net,' '.uk,' etc.).

1.3 As part of the Application process, you will be asked to select a username and password. You may use your username and password to access your online Member Account page ("Member Account"). We may refuse to grant to you any username, in our sole discretion. You are solely responsible for the confidentiality and use of your username and password. You agree not to transfer or resell your username and/or password, or otherwise provide access to your membership and/or Program to any third party. If you have reason to believe that your Member Account is no longer secure, you must promptly change your password by updating your account information and immediately notify Mania Media Inc. of same by e-mailing us at affiliate@ManiaMediaInc.com. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR MEMBER ACCOUNT.

1.4 All offers featured on the Mania Media Inc. site CANNOT be posted on message boards, chat rooms, and social networking sites including but not limited to myspace.com, facebook.com, tagged.com, etc. Mania Media Inc. will NOT pay for any actions generated through such means. In addition, any violation of this policy may result in immediate suspension or termination of the Mania Media Inc. affiliate account.

2. Members

2.1 We grant to Members a non-exclusive, non-transferable, limited license to promote and market a particular Mania Media Inc. customer campaign (each, a 'Customer Campaign') on the Internet in accordance with this Agreement. There is no tiered Member status under the Program and, accordingly, a Member may not have sub-affiliates under this Agreement. The term "Customer" shall mean the applicable client of Mania Media Inc..

2.2 We may use the personal information of a Member in any manner consistent with our Privacy Policy, which is hereby incorporated into, and made part of, this Agreement. For additional information regarding our use of information collected from you, please refer to the Mania Media Inc. Privacy Policy.

2.3 Consumers generated through your marketing efforts hereunder, and their associated information and/or data, are deemed to be the sole property of Mania Media Inc. and our respective Customers. You do not receive any rights to such information and may not use such information for your own benefit other than as set forth in this Agreement.

2.4 Members may not engage in any non-Internet based form of marketing or any marketing where the encoded Member-specific hyperlinks cannot be tracked by Mania Media Inc..

3. Customer Campaigns

3.1 As a Member, you will have the opportunity to select the particular Customer Campaign(s) that you desire to market and promote. However, Mania Media Inc. must supply its approval for your participation in a Customer Campaign, which may be withheld in our sole discretion.

3.2 Each Customer Campaign will have additional terms, conditions, restrictions and/or qualifications (the "Campaign Terms") associated with it, including Commission schedules. Campaign Terms may be reviewed through your Member Account. To the extent that there is a conflict between this Agreement and any Campaign Terms, the respective Campaign Terms shall govern. Campaign Terms are subject to change at any time, in our sole discretion, and such changes are effective upon their posting at the Program Website. By your continued participation in the Program, you are fully subject to the Campaign Terms in effect at the time.

3.3 Within a Customer Campaign, Members may have the option to select different promotional deals (each, a "Deal") (for example, X Customer Campaign offers the option of a $2.00 per new registration or $4.00 per new paid membership or upgrade). Any additional terms, conditions, restrictions and/or qualifications associated with a particular Deal ("Deal Terms") will appear in connection with the particular Deal.

3.4 Any and all applicable Campaign Terms and Deal Terms are hereby made a part of this Agreement.

4. Term and Termination

4.1 The term of this Agreement will begin upon our written acceptance of your Application and will end when terminated by either party. You may terminate this Agreement at any time, with or without cause, by giving Mania Media Inc. written notice of termination via e-mail. Mania Media Inc. may terminate this Agreement and your license hereunder without notice at any time. Members are only eligible to earn Commissions on billings generated during the term of this Agreement. Upon any termination of this Agreement, any and all licenses granted hereunder shall immediately expire.

4.2 Notwithstanding anything contained herein to the contrary, upon any termination of this Agreement, we will not pay any Commissions otherwise due to a Member at the time of termination including, without limitation, amounts that are being held pending the meeting of a Payment Threshold and/or unpaid Commissions at the time of Termination.

4.3 Upon termination, Members agree to immediately destroy any and all Mania Media Inc.-related records, materials, copies, notes, suppression lists (if used herein) and documentation in their possession and to certify to Mania Media Inc. that such destruction has occurred.

4.4 Obligations that, by their nature, would survive any termination of this Agreement including, without limitation, Sections 4, 8, 10, 11, 12, 13 and 15, shall survive any termination of this Agreement.

5. Commissions

5.1 Mania Media Inc. shall pay commissions according to the payment terms of the applicable Customer Campaign and/or Deal (“Commissions”). The most recent Campaign Terms, Deal Terms, Commissions and/or other payment terms will be published at the Program Website. Unless otherwise indicated in Campaign Terms and/or Deal Terms, Commissions shall be paid in the form of a check mailed to the physical mailing address you supplied as a part of your Application.

5.2 Commissions shall be paid to the respective Member approximately fifteen (15) days after the last day of a given calendar month, for qualifying Commissions generated in that calendar month.

5.3 Commissions are based solely upon that statistics that Mania Media Inc. compiles on a regular basis, which are verified and checked against our month end reports (the "Data"). Member understands and agrees that the Data is dispositive and fully binding upon Member in determining payable Commissions. Please be advised that the statistics that appear at your online Member Account page are intended for informational purposes, only. The online Member Account statistics may be inaccurate and/or incomplete and you may not rely upon such statistics until they are reconciled with our month end reports. Mania Media Inc. may require a Member to provide a W-9, or similar information, as a condition to receiving any Commission payments.

5.4 Notwithstanding anything contained herein to the contrary, no Commission payments will be issued to a Member for any amount less than $25 US Dollars (the "Payment Threshold"). All such amounts below the Payment Threshold shall be held, aggregated and paid to a Member only when the Payment Threshold has been reached. Mania Media Inc. will not pay Commissions on any billings that occur: i) before the Member is accepted into the Program; or ii) after termination of this Agreement.

5.5 Mania Media Inc. reserves the right to withhold and/or cancel Commission payments due and owing to a Member at any time, in our sole discretion, when we believe that the Member is in breach of this Agreement.

5.6 All Commission payments due to a Member will be paid by check in US dollars, unless otherwise set forth in connection with a Customer Campaign and/or Deal.

5.7 Mania Media Inc. reserves the right, without limitation, to deduct an amount equal to any chargebacks, refunds, deductions and/or any other type of adjustments, plus any and all associated fees and charges (collectively, "Adjustments"), incurred by Mania Media Inc. in connection with registrations and/or purchases generated by a Member hereunder. If Mania Media Inc. incurs any Adjustment, the respective Member connected to such Adjustment agrees that Mania Media Inc. may deduct such amounts from any future Commissions earned by such Member.

6. Marketing Pieces

6.1 We will make available to our Members marketing pieces created for use with the Program. In particular, we will supply Mania Media Inc. creatives ("Creatives") and/or Mania Media Inc. banner advertisements ("Banner Ads") (collectively, the "Marketing Pieces"). Each Marketing Piece contains a validation tracking mechanism permitting Mania Media Inc. to identify the respective Member using such Marketing Piece. In addition, each Marketing Piece contains a hyperlink that will direct individuals to the applicable offer at the respective Customer website ("Customer Website").

6.2 Members may use Creatives and Banner Ads in Internet marketing, including at a Member’s website. The Marketing Pieces will allow users of the Member Website to purchase products and/or services from a Customer. The Marketing pieces may contain logos, copy, graphics and/or animation. Mania Media Inc. may change or revise the content of the Marketing Pieces at any time, in our sole discretion, and Members agree to use only the most recent version of any Marketing Piece.

6.3 We grant to each Member a non-exclusive, non-transferable, revocable and limited license to:

A. use the Marketing Pieces including our logos, trade names, product names, trademarks and similar identifying material relating to Mania Media Inc. and/or a Customer contained therein, for the sole purpose of performing Member’s rights and duties hereunder; and
B. direct individuals to the Customer Website through such Marketing Pieces.

6.4 Members may not alter, modify and/or otherwise change the Marketing Pieces in any manner, whatsoever. Members may only use Marketing Pieces supplied by Mania Media Inc.. Use, or the attempted use, of any other marketing materials in connection with the Program will result in the immediate termination of the Member’s status, without notice.

6.5 Members agree not to use the Marketing Pieces in any manner that is disparaging or that otherwise portrays Mania Media Inc. in a negative light.

6.6 Mania Media Inc. retains the right to approve and direct any and all uses of Marketing Pieces at all times. Each Member agrees that Mania Media Inc. may, in its sole discretion, direct the placement of Banner Ads and Creatives on the Member Website. Each Member further agrees that he or she will fully comply with our directions regarding same. Members may not engage in any marketing practices that may be viewed as deceptive and/or misleading.

7. E-mail Marketing Policy/CAN-SPAM Compliance

7.1 Unless otherwise indicated in Campaign Terms or Deal Terms, Members MAY NOT USE E-MAIL MARKETING IN A CUSTOMER CAMPAIGN OR DEAL. If e-mail marketing is permitted, such permission will be set forth in the applicable Campaign Terms or Deal Terms and Member must comply with all provisions of this Agreement concerning e-mail transmissions.

7.2 Member represents and warrants that, to the extent e-mail marketing is permitted in a Customer Campaign and/or Deal, it will comply with all applicable state and federal laws, rules and regulations (including the Can-Spam Act of 2003, as amended from time to time) with respect to e-mail marketing. Member acknowledges that any failure to comply with this E-mail Marketing Policy may, in our sole discretion, result in the immediate termination of its Member status and the forfeiture of any and all rights to any Commissions owed to the Member by Mania Media Inc..

7.3 Without limiting the generality of the foregoing, when performing e-mail marketing of any kind and on behalf of any Advertiser, Member represents and warrants that Member shall:

A. deliver commercial e-mail only to those recipients: i) who have given Member direct and/or explicit consent to receive e-mail advertising from Member, as defined under applicable law, and have not revoked such consent as of the date that the commercial e-mail was transmitted to such recipient; or (ii) with whom Member has a preexisting business relationship, as defined under applicable law, and have not unsubscribed to receive e-mail advertising as of the date that the commercial e-mail was transmitted to such recipient;
B. refrain from falsifying e-mail header and transmission information (including, without limitation, source, destination and routing information);
C. not use any subject or from line that is materially false or misleading;
D. refrain from seeking or obtaining unauthorized access to computers for the purpose of sending any and all commercial e-mail;
E. refrain from using any third-party trademarks and/or brands;
F. include within all commercial e-mail sent: a valid street address for both Member and the Customer; a clear and conspicuous identification that the e-mail message is an advertisement or solicitation; a clear and conspicuous opt-out notice and functional opt-out mechanism; and process unsubscribe requests within 5 days; G. comply with all legal obligations with respect to unsubscribing consumers from Member’s e-mail mailing lists;
H. at least once a week, scrub the Member database of e-mail recipients against the Mania Media Inc. suppression list, subject to the provisions contained in Section 8.10, and supply to Mania Media Inc. an updated Member suppression list on a weekly basis; and
I. immediately notify Mania Media Inc. in the event that any complaint, investigation and/or litigation ensues concerning Member’s e-mail practices (whether or not such complaint, investigation and/or litigation relates to Member’s relationship with Mania Media Inc.).

7.4 Suppression Lists: With respect to any suppression list generated through the Program, Member agrees to:

A. use such suppression list, and the individual customer records contained therein, solely for the suppression purposes set forth herein, even after any termination of this Agreement;
B. regularly use such suppression list to remove any and all e-mail addresses contained therein from the receipt of future commercial e-mail messages;
C. not use the suppression list for purposes of e-mail marketing (or provide the suppression list to any third party for said purposes) and not send, or cause to be sent, any commercial e-mail messages to an e-mail address appearing on any suppression list;
D. not use any suppression list for purposes of e-mail appending in any manner whatsoever;
E. hold any suppression list in trust and confidence and use same solely for the suppression purposes set forth herein;
F. not retain a copy of any suppression list; and
G. not disclose any suppression list to any employee, consultant, subcontractor, or third party individual, corporation or entity without first ensuring said party’s written agreement to be bound by the terms of this Agreement. Such agreement shall be immediately forwarded to Mania Media Inc., upon request. Mania Media Inc. reserves the right to withhold its consent to such disclosure and may, within its discretion, accordingly bar the disclosure of any and all suppression lists.

8. Representations and Warranties: Member hereby represents and warrants to us as follows:

8.1 This Agreement has been duly and validly executed and delivered by Member and constitutes Member’s legal, valid and binding obligation which is fully enforceable against you in accordance with its terms.

8.2 Member is duly licensed, authorized and certified by all applicable governmental and regulatory authorities to perform Member's rights and duties pursuant to this Agreement.

8.3 Member will comply with all applicable state and federal laws, rules and regulations (including the Can-Spam Act of 2003, as amended from time to time, if applicable), with respect to the Program.

8.4 Member understands and agrees that Mania Media Inc. will enter into similar agreements with other Mania Media Inc. Members in direct competition with Member.

8.5 Member understands and agrees that Member has independently evaluated the desirability of participating in the Program and that Member has not relied on any representation and/or warranty other than those set forth in this Agreement.

8.6 The execution, delivery and performance by Member of this Agreement will not conflict with or violate: (i) any provision of law, rule or regulation to which Member is subject; (ii) any order, judgment or decree applicable to Member; (iii) any provision of Member's corporate by-laws or certificate of incorporation; or (iv) any agreement or other instrument applicable to Member.

8.7 Member’s performance under this Agreement will not: (i) be fraudulent, deceptive and/or misleading; (ii) invade the right of privacy or publicity of any third person; (iii) involve any libelous, obscene, indecent or otherwise unlawful material; and (iv) otherwise infringe upon the rights of any third parties including, without limitation, those of copyright, patent, trademark, trade secret or other intellectual property right, false advertising, unfair competition, defamation, invasion of rights of celebrity, violation of any anti-discriminatory law or regulation, or any other right of any person or entity.

8.8 There is no pending or, to the best of Member’s knowledge, threatened claim, action or proceeding against Member.

8.9 Member will be solely responsible for the development, operation and maintenance of the Member Website and for any and all materials that appear on the Member Website. Such responsibilities include, without limitation: i) the technical operation of the Member Website and all related equipment; ii) creating and posting content, descriptions and references on the Member Website; iii) the accuracy and propriety of materials posted on the Member Website; iv) ensuring that materials posted on the Member Website do not violate or infringe upon the rights of any third party and are not defamatory, obscene, libelous, harmful, illegal or otherwise offensive; and v) ensuring that the Member Website complies with all applicable laws.

9. Publicity

9.1 Member agrees that Mania Media Inc. may use Member’s name (if Member is an individual), Member's company name (if Member is a corporation or the like), Member’s likeness and/or logo, the Member Website address and any associated information in our marketing materials and press releases, without compensation to Member.

9.2 Member shall not create, publish, distribute or permit any written material that makes reference to Mania Media Inc. without first submitting such material to us and receiving our prior written consent, which we may withhold in our sole discretion.

10. Proprietary Rights

10.1 The content, organization, graphics, design, compilation, magnetic translation, digital conversion, software and other matters related to the Program, Marketing Pieces, Program Website are protected under applicable copyright, trademark and other proprietary (including, without limitation, intellectual property) rights. The use, copying, redistribution and/or publication by you of any part of the Program, Marketing Pieces or Program Website, other than as contemplated hereunder, is strictly prohibited. Mania Media Inc. retains any rights not granted herein.

10.2 Member does not acquire any ownership rights to the Program, Marketing Pieces or Program Website. The availability of the Program, Marketing Pieces and Program Website does not constitute a waiver of any rights related thereto.

10.3 Mania Media Inc. shall be deemed the sole owner of any and all consumer information obtained through your participation in the Program. Member has no rights in or to such consumer information.

11. Indemnification

11.1 Member agrees to indemnify, defend and hold Mania Media Inc., its parents and subsidiaries, our Customers and each of their respective officers, partners, members, managers, employees, agents and attorneys (collectively, the "Covered Parties"), harmless from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys' fees, court costs and/or settlement costs) arising from:

A. Member's breach of this Agreement and/or any representation or warranty contained herein;
B. Member's participation in the Program, in any manner whatsoever;
C. any allegation that Member has infringed upon the trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party; and
D. any third party claim related to the Member Website and/or Member’s marketing and/or e-mail marketing practices.

12. Disclaimers/Limitation of Liability

12.1 THE PROGRAM, PROGRAM WEBSITE AND MARKETING PIECES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE PROGRAM, PROGRAM WEBSITE AND MARKETING PIECES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. Mania Media Inc. AND THE COVERED PARTIES HAVE NO LIABILITY, WHATSOEVER, TO MEMBER OR ANY THIRD PARTY, FOR MEMBER’S USE OF, OR INABILITY TO USE, THE PROGRAM, PROGRAM WEBSITE AND MARKETING PIECES. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, Mania Media Inc. ™ AND THE COVERED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED IN BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN Mania Media Inc. AND MEMBER. THE PROGRAM, PROGRAM WEBSITE AND MARKETING PIECES WOULD NOT BE PROVIDED TO MEMBER WITHOUT SUCH LIMITATIONS. Mania Media Inc. MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE PROGRAM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MEMBER FROM US THROUGH THE PROGRAM, PROGRAM WEBSITE OR MARKETING PIECES SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

12.2 ALL RESPONSIBILITY AND/OR LIABILITY FOR ANY AND ALL DAMAGES CAUSED BY, AND/OR THROUGH, THE PROGRAM, PROGRAM WEBSITE AND MARKETING PIECES IS EXPRESSLY DISCLAIMED. MEMBER UNDERSTANDS AND AGREES THAT PARTICIPATION IN THE PROGRAM AND ACCESS AND/OR USE OF THE PROGRAM WEBSITE AND MARKETING PIECES IS DONE SOLELY AT MEMBER’S OWN DISCRETION AND AT MEMBER’S OWN RISK. MEMBER IS ALSO SOLELY RESPONSIBLE FOR ANY USE, OR ALLEGED USE, OF THE PROGRAM, PROGRAM WEBSITE AND MARKETING PIECES THAT MAY INFRINGE UPON A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

12.3 UNDER NO CIRCUMSTANCES SHALL Mania Media Inc. AND THE COVERED PARTIES BE LIABLE TO MEMBER OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CONSUMERS OBTAINING SERVICES THROUGH MEMBER’S MARKETING EFFORTS) IN ANY MANNER WHATSOEVER ARISING FROM MEMBER’S PARTICIPATION IN THE PROGRAM. THE MAXIMUM AGGREGATE LIABILITY OF Mania Media Inc. AND THE COVERED PARTIES TO MEMBER AND/OR ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE EQUAL TO THE AMOUNTS MEMBER HAS RECEIVED THROUGH THE PROGRAM.

13. Confidentiality

13.1 For purposes of this Agreement, the term "Confidential Information" shall mean any non-public information of Mania Media Inc. that Mania Media Inc. designates as being confidential or which, under the circumstances surrounding disclosure, reasonably ought to be treated as confidential. Member shall maintain the confidentiality of Confidential Information and refrain from disclosing any Confidential Information to any other party at anytime, even after termination of this Agreement. Member will not use any Confidential Information except as expressly permitted by, or as required to achieve the purposes of, this Agreement. Member agrees to use its best efforts to protect Confidential Information.

14. Force Majeure

14.1 Member agrees that Mania Media Inc. will not be liable, or be considered to be in breach of this Agreement, on account of our delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond our reasonable control and that we are unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”).

15. Miscellaneous.

15.1 This Agreement shall be treated as though it were executed and performed in New York, New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). Should a dispute arise concerning the terms and conditions of this Agreement, a Customer Campaign and/or Deal or the breach of same by either party hereto, the parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association in New York City, in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing herein shall be construed to preclude any party from seeking injunctive relief in order to protect its rights pending an outcome in arbitration.

15.2 During the term of this Agreement and for a period of one (1) year thereafter, Member may not supply marketing and/or promotional services to any Customer directly or through another affiliate program.

15.3 Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.

15.4 Member agrees that any unauthorized and/or unlawful use of the Program would result in irreparable injury to Mania Media Inc. for which money damages would be inadequate. In such event, Mania Media Inc. shall have the right, in addition to other remedies available to it pursuant to this Agreement, to immediate injunctive relief against Member without the need to post a bond. Nothing contained in this Agreement shall be construed to limit any legal remedies available to Mania Media Inc..

15.5 Mania Media Inc. and Member are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Member has no authority to make or accept any offers or representations on behalf of Mania Media Inc.. Member is prohibited from making any statement, whether on the Member Website or otherwise, that could possibly contradict anything in this Section 14.4.

15.6 To the extent that anything in or associated with the Program Website is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Notwithstanding the foregoing, any Campaign Terms and/or Deal Terms shall be binding if they conflict with the Program Website and/or this Agreement.

15.7 Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

15.8 Any attempt by any individual, whether or not an Member, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Program, is a violation of both criminal and civil law and Mania Media Inc. will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.