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1. Application for Program Participation To become a member of the TicketsNow Affiliate Program (“Program”) you must complete a registration form, W-9 and any other forms we may require now or in the future. You must also register with either our current third party Affiliate Management Vendor or transfer to and re-register with any alternate Affiliate Management Vendor that we may designate. You may be required to agree to the provisions of that Vendor’s agreement or to the provisions of any agreement which may be required for transfer. As used in this Agreement, "we", "us", or "our" means TNOW Entertainment Group, Inc. d/b/a TicketsNow.com or any of our affiliated companies, and "you" means the Affiliate. "TicketsNow.com Site" means the site that has its primary home page identified by the URL www.ticketsnow.com, and "site" means a World Wide Web site. "Your site" means any site that you will link to the TicketsNow.com Site (and any other sites which you will identify in your Program application). We may cause any of our obligations under this Agreement to be fulfilled by our Affiliate Management Vendor on our behalf, including, without limitation, the current vendor and any subsequent alternate vendor. You understand and agree that we operate the Program with the assistance of our Affiliate Management Vendor, which tracks qualifying sales in the Program by industry standard specifications to which you will be required to comply in order to be credited for and receive payments under this Agreement. Those requirements include, but are not limited to the industry standards set forth in Section 12 of this Agreement. We will evaluate your registration/application form and materials and notify you regarding the status of your website (“Site”) in the TicketsNow Affiliate Program (“Program”). We may reject your application or designate your program for non-payment after initial approval if we determine (in our sole discretion) that your Site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that: • Include "TicketsNow," any other trademark of V.I.P Tours Company or its affiliates, or variations or misspellings of any of them, in their URLs to the left of the top-level domain name (e.g., ".com", ".net", ".uk", etc.) -- for example, a URL such as "Ticketsnow.mydomain.com", "Tixnow.com", "Ticketnow" or "Ticketnowauctions.org" or any other domain name that is comprised of, contains or is confusingly similar to any TicketsNow marks would be unsuitable. • promote violence • promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age • promote illegal activities • promote sexually offensive materials • violate intellectual property rights of TicketsNow or any third party • are operated by identities already contracted with or employed to sell tickets through TicketsNow, Ticketmaster or TicketWeb. As a participant in the Affiliate program you acknowledge that you are not already contracted with TicketsNow, Ticketmaster or Ticketweb. If we determine that you are participating in more than one without our consent, your affiliate account will be cancelled and commissions will be withheld. • are operated by employees of TicketsNow and its affiliated companies • are operated by companies or professionals in the business already receiving payment for the live event. This includes but is not limited to promoters, music labels, artist managers, and venues • makes unauthorized use of any name or mark comprised of, containing or confusingly similar to a TicketsNow mark. By participating in the Program you agree that you will comply with the limitations listed above. If we reject your application, you are welcome to reapply to the Program at any time. 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 Program, we may terminate this Agreement. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Program. 2. Term of the Agreement The term of this Agreement will begin upon our acceptance of your Program application and will end two years following the Effective Date (“Initial Term”). This Agreement shall automatically renew for successive one year periods (“Renewal Term”) unless we receive written notice from you no later than 60 days prior to the end of the Initial Term. We may terminate this agreement at any time upon written notice to you, or as otherwise set forth in this Agreement. Following the Initial Term, however, you may terminate this Agreement at any time, with or without cause, by giving us 60 days 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 the TicketsNow.com Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. 3. Links on Your Site Once you have been notified that your site has been accepted into the Program, we grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to the TicketsNow.com Site, to provide on your site one or more of the following types of links to the TicketsNow.com Site: Product Links: You may select one or more Products to list on your site using a variety of formats that we make available to you, such as text link format, graphical link format, pre-formatted merchandise format, customizable "widget" format, or "product preview" link format. A "Product" is any product listed on the TicketsNow.com Site that is fulfilled by us or on our behalf, or any product sold by a third party seller on the TicketsNow.com Site. For each selected Product, you will display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as defined below) from each Product reference on your site to the corresponding TicketsNow.com Site online catalog entry. Each such link will connect directly to a single item or area in our online catalog. You may add or delete Products (and related links) from your site at any time without our approval. You may not use Special Links to link to the TicketsNow.com Site from references to products on your site that are not "Products" as defined above. Search Box Link: You may provide a TicketsNow.com Site search box on your site that will permit your site visitors to either view the results of their search query within the Search Box link or link directly to a page on the TicketsNow.com Site that contains the results of their search query. We will provide you with technical specifications describing how to include a TicketsNow.com Site search box on your site. General Link to TicketsNow.com Site Home Page: You may provide a general link on your site to the home page of the TicketsNow.com Site. Search Results Link: You may provide a link on your site that will link to a particular search result on the TicketsNow.com Site, the parameters of which will be determined by you based on search generating alternatives we make available to you. Event Page Link: You may provide a link on your site that will link to any event page on the TicketsNow.com Site, provided that you properly use the special link formats provided on the TicketsNow.com Site as part of the Program to create such link. Context Links: We may make available to you certain tools that, if you implement them on your site, allow us to analyze text on your site and convert certain words and phrases that we determine to be contextually relevant to certain categories into links to the TicketsNow.com Site. You also may elect to implement Context Links in a manner such that when a user of your site scrolls over a Context Link, a small window will appear above the Context Link that gives the user a preview of the applicable linked-to Product on the TicketsNow.com Site. By placing Context Links on your site, you acknowledge and agree that we may modify your site as described above and that your sole and exclusive remedy for any negative user impact resulting from such placement will be to cease implementing Context Links on your site or terminate this Agreement. Hybrid Order Form: We may make available the option to process sales through an Order Form where you do not have cookie tracking capabilities. Your sales will be tracked in this event ONLY when your order is submitted through the completion of the Hybrid Order form. The order will remain a “pending sale” until our point of sale system confirms and approves your order. We will provide you with guidelines and graphical artwork to use in linking to the TicketsNow.com Site home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and the TicketsNow.com Site. You must ensure that each of the links between your site and the TicketsNow.com Site properly utilizes such special link formats. Links to the TicketsNow.com Site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral fees only with respect to activity on the TicketsNow.com Site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. You acknowledge that, by participating in the Affiliates Program and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any such information, consistent with the policies and procedures set forth in the Privacy Notice on the TicketsNow.com Site. You acknowledge that you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Special Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the TicketsNow.com domain name to any other TicketsNow trademark, name, domain name, or URL. Any authorized use of TicketsNow marks inures to the benefit of TicketsNow. You also acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates. Further, you acknowledge and agree that you will: (a) not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller on the TicketsNow.com Site; (b) use any data, images, text, or other information obtained by you from us or the TicketsNow.com Site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement; (c) not use any Content relating to any Excluded Merchant or any product sold by any Excluded Merchant; (d) not modify or alter any Content that consists of a graphic image, other than to resize it; (e) not edit any Content that consists of text, other than to shorten its length; (f) not sell, redistribute, sublicense or transfer any Content; (g) not use any Content in a manner intended to send sales to any site other than the TicketsNow.com Site; (h) not use any name, mark, domain name or URL that comprises, contains or is confusingly similar to any TicketsNow mark; and (i) promptly delete any Content that is no longer displayed on the TicketsNow.com Site or that we notify you is no longer available for your use. 4. Order Processing We will process Product orders placed by customers who follow Special Links from your site to the TicketsNow.com Site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by using Special Links from your site to the TicketsNow.com Site and will make available to you, through our third party vendor, reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion. 5. Referral Fees We will pay you (in accordance with Sections 7 and 8 below), referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site to the TicketsNow.com Site, and add the Product to his or her shopping cart during a session. The session ends upon one of the following events: (a) 30 days elapse from the customer's initial click-through, (b) the customer orders the Product, or (c) the customer follows a third party's Special Link. We will only pay referral fees on eligible Products after order, payment and shipping have occurred “Qualifying Product Sales”. Please see section 7 for further detail on Products not eligible to earn a referral fee. To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your site and the TicketsNow.com Site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and the TicketsNow.com Site are not properly formatted. You again acknowledge that industry standards for tracking through cookies may be required by the Affiliate Management Vendor for proper reporting, crediting and payment, and that such formatting is solely your responsibility. We will not, however, pay referral fees on any Products that are added to a customer's Shopping Cart after the customer has reentered the TicketsNow.com Site (other than through a Special Link from your site), as determined by us, even if the customer previously followed a link from your site to the TicketsNow.com Site. In addition, gift certificates that are not redeemable on the TicketsNow.com Site are not eligible to earn referral fees. You may not purchase products during sessions initiated through the links on your site for the purpose of resale or commercial use of any kind. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement. Products that are eligible to earn referral fees under the rules set forth above are referred to as "Qualifying Product Sales." In addition, 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 Special Links on your site to access the TicketsNow.com Site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access the TicketsNow.com Site); (b) 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; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the TicketsNow.com Site; (d) make any orders or subscription requests, or engage in other transactions of any kind on the TicketsNow.com Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer 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; (f) other than providing Special Links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the TicketsNow.com Site or otherwise around or in conjunction with the display of the TicketsNow.com Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action; (g) attempt to circumvent the referral fee schedule or artificially increase your referral fees (e.g., by intentionally featuring, purchasing or requesting or encouraging any third party to purchase low-price items offered on the TicketsNow.com Site (as determined by us) for the purpose of exceeding any referral fee threshold or by causing any page of the TicketsNow.com Site to open in a customer's browser other than as a result of the customer clicking on a Special Link on your site); (h) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the Program; or (i) seek to purchase or register any keywords, search terms or other identifiers that include the word " TicketsNow " or variations thereof (for example "TixNow", "TicketNow", etc.) or any trademarks owned by TicketsNow ("Proprietary Terms") for use in any search engine, portal, directory, sponsored advertising service or other search or referral service; or (j) make any unauthorized use of any name, mark, domain name or URL that is comprised of, contains or is confusingly similar to any Proprietary Term, including misspellings. From time to time we may request that you cause any applicable Web search provider to exclude Proprietary Terms from keywords used to display your advertising content in association with search results, assuming the provider of such Web search engine offers such exclusion capabilities. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities or, as the case may be, refused promptly to comply with a request from us to exclude Proprietary Terms from any keyword as mentioned above, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement. 6. Referral Fee Schedule During each calendar month, for Qualifying Product Sales transacted during sessions initiated through Special Links on your site, you will earn (subject to the other terms of this Agreement) referral fees in accordance with the "Basic Referral Fee Structure" or “Second Tier Fee Structure” described below. 7. Referral Fee Structure Subject to the terms of this Agreement, you will earn a Basic Referral Fee of ____ % of the amount paid to us for each "Qualifying Product Sale", excluding any tax, service charges or shipping fees. Subject to the terms of this Agreement, you will earn a Second-Tier Referral Fee by referring new TicketsNow.com affiliates through a designated two-tier affiliate link. TicketsNow.com will pay you one-half a percent (0.5%) for each Qualifying Product Sale that originates from any second-tier affiliate you refer, excluding any tax, service charges or shipping fees. You may not refer yourself, and all second-tier affiliates you refer must have different payee information, including payee name and mailing address. Referral Fees will only be paid for second-tier affiliates that have never been enrolled in our Affiliate Program. The second tier referral fees shall be paid to you on Qualifying Product Sales occurring during the term of this Agreement. 8. Referral Fee Payment We are obligated by U.S. federal law to obtain tax information from Program participants who are U.S. citizens, U.S. residents or U.S. corporations and from Program participants who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If we believe you are a Program participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we reserve the right to withhold your referral fee payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. Referral Fee Payments will be made in accordance with our standard payment terms and conditions. Following receipt of any payment, you shall have 60 days to provide written notice to us of any dispute involving such payment, with accompanying and sufficient information to reasonably enable an investigation. If you do not notify us within this 60 day period, you agree that you have accepted such payment in full and complete satisfaction of any amounts owing and waive any rights to thereafter make any claim with respect to that payment period or calculation. 9. Policies and Pricing Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. 10. Identifying Yourself as a TicketsNow Affiliate You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. We will make available to you a small graphic image that identifies your site as a Program participant and that specifically indicates you are not, nor are you associated with the venue. You must display this logo or the phrase "In association with TicketsNow" somewhere on your site. We may modify the text or graphic image of this notice from time to time. In addition, 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 we support, sponsor, endorse, or contribute money to any charity or other cause). 11. Limited Licenses and Feeds We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 10 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not use such image or text in an offline promotion or other offline manner (e.g., in any printed material, mailing or other document). 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 Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice. Subject to the other terms hereof, TicketsNow grants Site a non-exclusive, worldwide, royalty-free right and license to use certain data feeds for data mapping purposes and to exhibit such data ("Syndicated TicketsNow Content") in the various areas of the Site for the sole purpose of promoting and enabling the online sale of tickets only by TicketsNow. You shall be responsible for the accuracy of the data that you use from the data feed on your Site and to make sure that you display the information from the most current data feed at all times. Any use of such data to promote the online sale of tickets through another ticketing service shall result in termination from the Program. 12. 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 • ensuring that your site (and any PPC or other marketing campaign which you may engage in) is compatible with the cookie-based tracking employed by our Affiliate Management Vendor, or any other system employed by any subsequent Affiliate Management Vendor which we may designate • creating and posting Product descriptions on your site and linking those descriptions to the TicketsNow.com Site catalog • the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials) • 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, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. 13. Compliance with Laws As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws. 14. 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 the TicketsNow.com Site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE TICKETSNOW.COM SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 15. 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. 16. 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 Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement. 17. Disclaimers We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, cancelled performances, rescheduled performances, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Ticketmaster.com Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. 18. Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 19. Arbitration Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Chicago, Illinois, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Illinois (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. 20. Paid Search and Spyware If you use Paid Search to promote your site, you must follow the following guidelines with respect to our Brand: 1. You may not use TicketsNow, Ticketmaster or Ticketweb within your creative, and cannot state that you are Official or copy any creative in Ticketmaster's own paid listings. 2. You shall not purchase or register search engine keywords, AdWords, search terms or other identifying terms that include the words "TicketsNow," "Ticketmaster," “TicketWeb” or any variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. Specifically, this policy prohibits you from bidding on: • TicketsNow trademark, "TicketsNow", TicketsNow.com and any keyword string that includes these terms. For example, "tickets now tickets", "ticketsnow auctions", "ticketsnow concerts", "Ticketnow", etc. • Variations of TicketsNow.com's trademark: for example "Tixnow", "Ticket Now", "www.ticketsnow.com", "nowticket", "ticketnow", " etc. • Ticketmaster.com's trademark, "Ticketmaster", Ticketmaster.com and any keyword string that includes this term. For example, "ticket master tickets", "ticketmaster auctions", "ticketmaster concerts", "Ticketsmaster", etc. • Variations of Ticketmaster.com's trademark: for example "Tixmaster", "Ticket master", "www.ticketmaster.com", "masterticket", "ticketsmaster", " etc. • If TicketsNow.com determines, in its sole discretion, that you have purchased or attempted to purchase " TicketsNow " or one of the cited examples above, then TicketsNow.com may (without limiting any other remedies available to it) pursue any or all of the following actions: o Withhold, or cancel any compensation otherwise payable to Affiliate beginning with the date on which you purchased the prohibited trademarked terms; o Permanently remove you from the TicketsNow.com Affiliate Program. We will refuse all applications or signups from affiliates which we believe participate in spyware, adware or other techniques for driving traffic. We reserve the right to research and investigate affiliates and their activities and, at our own discretion, determine whether or not these practices are in place. Affiliates found in violation of this policy will be immediately terminated from the program and will forfeit all referral fees. 21. Miscellaneous This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Program. This Agreement will be governed by the laws of the United States and the state of Illinois, without reference to conflicts of law principles. 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.