The following constitute the terms and conditions of the Affiliate Program (“Affiliate Program”) of Mad BJ, LLC ("Mad BJ"), which are fully incorporated by reference into your application to become an “Affiliate.” Should your application be accepted, these terms and condition shall constitute the complete agreement (the “Agreement”) between you, as the Affiliate, and Mad BJ, which shall govern your participation in the Affiliate Program.

BY COMPLETING AND SUBMITTING THE ONLINE APPLICATION, APPLICANT ACKNOWLEDGES THAT IT/SHE/HE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. IF APPLICANT IS SELECTED AS AN AFFILIATE, THESE TERMS AND CONDITIONS WILL CONSTITUTE THE LEGALLY BINDING AGREEMENT WITH MAD BJ.

1. Application and Acceptance as “Affiliate”

A. To begin the enrollment process, you must submit a completed Affiliate Program application via the Mad BJ Web site. Mad BJ will evaluate your application and will notify you of your acceptance or rejection in a timely manner. If accepted, you will become an “Affiliate” in the Affiliate Program and subject to all terms and conditions.

B. Mad BJ has no obligation to accept your application or that of any prospective Affiliate. Mad BJ may reject any applicant’s application if Mad BJ determines, in its sole discretion, that the applicant or applicant’s Web site is unsuitable for participation in the Affiliate Program, for any reason. Such reasons for rejection of any application may include, but are not limited to, inclusion of content, or links to such material, that is in any way unlawful, harmful, threatening, harassing, defamatory, obscene, violent or that:

• promotes or depicts violence or illegal activities (i.e., murder, violent crime, selling of weapons, cruelty, abuse, etc.);
• promotes discrimination based on gender, race, religion, nationality, disability, sexual orientation or age;
• promotes or offers peer to peer file sharing methodologies that may allow consumers to infringe the intellectual property rights of others;
• violates copyrights, trademarks, or any other intellectual property rights of Mad BJ, LLC, any affiliates or any other person or entity;
• includes "Mad BJ" or any variations or misspellings thereof in the domain name or other HTML tags, including page titles, metatags, or HTML comment tags.

C. Employees of Mad BJ, LLC, and their immediate families are not allowed to participate in the Affiliate Program.

2. Promotion of Mad BJ Affiliation

A. Upon applicant’s acceptance as an Affiliate, Mad BJ will make available to Affiliate graphic and textual links ("Links" or "Link"), which, subject to the terms and conditions of this Agreement, Affiliate may display as often and in as many areas on Affiliate’s Web site as Affiliate desires. The Links will serve to identify Affiliate’s Web site as a member of the Affiliate Program and will establish a link from Affiliate’s Web site to “madbj.com.”

B. In utilizing the Links, Affiliate agrees that Affiliate will cooperate fully with Mad BJ in order to establish and maintain such Links. Affiliate agrees not to alter the Links or their content in any way. Affiliate also agrees that Affiliate will display on Affiliate’s Web site only those graphic or textual images (indicating a Link) that are provided by Mad BJ and that Affiliate will immediately substitute such images with any new images that are provided by Mad BJ from time to time throughout the term of this Agreement. Each Link connecting users of Affiliate’s Web site to the pertinent area of the Mad BJ Web site will in no way alter the look, feel or functionality of the Mad BJ Web site. In addition, Mad BJ encourages (but do not require) Affiliate to include a Link to the home page of the Mad BJ Web site.

C. Affiliate also agrees to comply with any of our requirements or instructions for removing Links on a timely basis. Any Links that promote deals or prices with an expiration date or that are time sensitive must be removed from Affiliate’s Web site by 11:59 p.m. in the Central Time Zone on the day of expiration of the promotion or time period. Mad BJ will not be required to pay Affiliate any commission for sales made pursuant to a Link referencing an expired promotion or other deal. Failure to remove expired Links may lead to Affiliate’s termination as an Affiliate in our sole discretion.

3. Mad BJ’s Responsibilities

A. Mad BJ will be responsible for providing one or more uniform resource locators (“URLs”) or other information necessary to allow Affiliate to establish the appropriate Links from Affiliate’s Web site to the Mad BJ Web site.

B. Mad BJ will be solely responsible for:

(i) processing every order placed by a customer on the Mad BJ Web site after following a special Link from Affiliate’s Web site; and

(ii) tracking the volume and amount of sales generated by the special Link from Affiliate’s Web site.

Mad BJ’s order processing obligations will include order entry, payment processing, shipping, cancellations, returns and related customer service.

C. Affiliate-related sales transaction activity will be provided to Affiliate with the payment of commissions herein or upon written request.

4. Affiliate’s Responsibilities

A. Affiliate will link its Web site to areas within Mad BJ’s Web site, designated by Mad BJ, using the Links or URLs specified by Mad BJ.

B. Affiliate will be required to display at all times a graphic (which Mad BJ will provide) on Affiliate’s Web site indicating Affiliate’s Affiliate relationship with Mad BJ.

C. Affiliate agrees not to make any representations, warranties or other statements concerning Mad BJ, Mad BJ's Web site, or any of Mad BJ's products or services, except as expressly authorized by Mad BJ in this Agreement.

C. Affiliate is responsible for notifying Mad BJ of any malfunction of the Links or other problems with Affiliate's participation in the Affiliate Program. Mad BJ will respond promptly to all concerns upon notification by Affiliate.

5. Commissions

A. Mad BJ will pay a commission to Affiliate if Mad BJ successfully completes the sale of a Mad BJ product to a visitor to Mad BJ's Web site (a "Customer"), if all of the following occur:

(i) the Customer purchases product through the Mad BJ Web site;

(ii) the Customer accessed the Mad BJ Web site by a link from Affiliate’s Web site pursuant to this Agreement;

(iii) the product actually shipped by the Mad BJ Web site to a U.S. shipping address and billed to a U.S. billing address; and

(iv) Mad BJ has received payment in full from Customer

(a "Qualifying Purchase"). Affiliate acknowledges that all agreements relating to sales to Customers shall be between Mad BJ and the Customer

B. Commissions payable to Affiliate will be based on the aggregate amount of the “Net Sale”, which is the Dollar amount actually received by Mad BJ from the Customer for a Qualifying Purchase, less:

(1) any amounts collected by Mad BJ for sales taxes, duties, or similar fees;

(ii) shipping, handling, and similar charges,

(iii) charges, expenses or other amounts due by reason of credit card fraud or bad debt,

(iv) credits for cancelled orders and returned goods ("Net Sales").

All qualifying product items available for sale on the Mad BJ Web site will be included in the computation of Net Sales. Prices for the products offered on the Mad BJ Web site will be set by Mad BJ in its sole discretion.

C. No commissions will be paid to Affiliate for product orders that are cancelled or returned. Such cancellations and returns will be deducted on an on-going basis but no less frequently than monthly.

D. Commission rates are based on product categories. Categories and the products contained within categories are determined solely by Mad BJ. Current commission rates and product categories are as follows:

1. Mad BJ Tin Series and Apparel from on line store: Commissions on mad bjTM tins and apparel products sold by the Mad BJ Web site from a referring Affiliate will be equal to ten percent (10%) of Net Sales for Qualifying Purchases.

2. Mad BJ Gift Card purchases: Mad BJ does not pay commissions on any purchases of Mad BJ Gift Cards.

E. All determinations of a Qualifying Purchase, Net Sales or whether a commission is payable will be made by Mad BJ and will be final and binding.

F. In the event Affiliate fails to abide by any of the terms and conditions set forth in this Agreement (including, but not limited to, the provisions relating to the posting of certain information to the disadvantage of Mad BJ per Section 11. G, Affiliate acknowledges and agrees that commissions otherwise payable under this section shall be reduced as follows:

(i) Mad BJ will not pay any commissions on sales of any product where the sale was completed through an error or anomaly on the Mad BJ Web Site related to any information posted on the Affiliate or related site with respect to such error or anomaly; and

(ii) Commissions otherwise payable to an Affiliate for any month shall be forfeited where information prohibited by Section 11. G. is posted to the Affiliate Web site or a related Web site regardless of whether sales of any products that are the subject of such posted information occurred, and Affiliate may be terminated at the sole discretion of Mad BJ.

6. Commission Payments

When the total commissions due to Affiliate under the preceding Section 5 exceed Ten and N0/100 Dollars ($10.00) at the end of any calendar month, Mad BJ will send a check for the applicable commissions (less any taxes required to be withheld under applicable law) and a statement of all sales activity related to Affiliate. Such commission checks and statements of activity will be sent approximately ten (10) days after the end of any calendar month in which accumulated earned commissions exceed ten dollars ($10). If at the end of any calendar month earned commissions are less than ten dollars ($10), such earned commissions will be held and accumulated until such time that they exceed ten dollars ($10) at which time they will be paid as set forth above.

7. Reports of Sales/Order Processing and Tracking

Upon request

8. Policies/Pricing/Product Descriptions

Customers who buy products from the Mad BJ Web site through the Affiliate Program will be deemed to be customers of Mad BJ. Accordingly, all Mad BJ rules, policies, and operating procedures of concerning customer orders, customer service, privacy, and Mad BJ product sales will apply to those customers.

Mad BJ may change its policies and operating procedures at any time. For example, Mad BJ will determine the prices to be charged for products sold by the Mad BJ Web site under the Affiliate Program in accordance with its own pricing policies. Prices and availability of products on the Mad BJ Web site may vary from time to time, and the availability and price of any particular product cannot be guaranteed. AFFILIATE MAY NOT PLACE INDIVIDUAL PRODUCT PRICING OR LOGOS, IMAGES, OR DESCRIPTIONS RELATED TO MAD BJ PRODUCTS ON AFFILIATE’S WEB SITE WITHOUT THE EXPRESS PRIOR WRITTEN CONNSENT OF MAD BJ, WHICH MAD BJ MAY DENY IN ITS SOLE DISCRETION.

9. Publicity

Affiliate shall not create, publish, distribute, or permit any written material that makes reference to Mad BJ or “madbj.com” without first submitting such material to Mad BJ and receiving its prior written consent, which Mad BJ may deny in its sole discretion.

10. License

A. MAD BJ GRANTS AFFILIATE A REVOCABLE, NON-EXCLUSIVE, NON-TRANSFERABLE, WORLDWIDE, ROYALTY-FREE LICENSE TO (I) ACCESS THE MAD BJ WEB SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND (II) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE , REPRODUCE AND TRANSMIT THE MAD BJ NAME, TRADEMARKS, SERVICE MARKS, COPYRIGHTS, PROPRIETARY TECHNOLOGY, TRADE DRESS, LOGOS AND SIMILAR IDENTIFYING MATERIAL RELATING TO MAD BJ BUT ONLY IN THE FORMS THAT MAD BJ PROVIDE TO AFFILIATE (COLLECTIVELY, THE "Licensed Materials"), FOR THE SOLE PURPOSE OF LINKING AFFILIATE’S WEB SITE TO MAD BJ WEB SITE DURING THE TERM OF THE AFFILIATE PROGRAM SO THAT AFFILIATE’S USERS CAN PURCHASE PRODUCTS FROM THE MAD BJ WEB SITE. AFFILIATE MAY NOT COPY, DISTRIBUTE, MODIFY, ALTER, MODIFY, REVERSE ENGINEER, OR CREATE DERIVATIVE WORKS FROM THE SAME OR CHANGE THE LICENSED MATERIALS IN ANY WAY WITHOUT THE PRIOR WRITTEN CONSENT OF MAD BJ, WHICH MAD BJ MAY DENY IN ITS SOLE DISCRETION. AFFILIATE MAY NOT SUBLICENSE, ASSIGN OR TRANSFER ANY THE LICENSED MATERIAL AND ANY ATTEMPT AT SUCH SUBLICENSE, ASSIGNMENT OR TRANSFER IS VOID. MAD BJ RESERVES ALL OF ITS RIGHTS IN THE LICENSED MATERIALS. AFFILIATE ACCEPTS THESE RIGHTS AND LICENSES SUBJECT TO THE TERMS AND CONDITIONS IN THIS AGREEMENT.

B. Affiliate acknowledges Mad BJ’s ownership in its Licensed Materials, agrees that Affiliate will not do anything inconsistent with Mad BJ’s ownership and that all of Affiliate’s use of the Licensed Materials will inure to the benefit of and be on behalf of Mad BJ, and agrees to assist Mad BJ in recording this Agreement with appropriate government authorities. Affiliate agrees that nothing in this Agreement gives Affiliate any right, title or interest in the Licensed Materials other than the right to use the Licensed Materials in accordance with this Agreement and Affiliate agrees that Mad BJ shall retain all right, title and interest in the Licensed Materials, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. Affiliate also agrees that Affiliate will not attack the title of Mad BJ to the Licensed Materials or the validity of the Licensed Materials or this Agreement.

C. Affiliate agrees that the nature and quality of all services provided by Affiliate in connection with this Agreement and all related advertising and promotional uses shall conform to the highest standards of quality and will not impugn the goodwill of Mad BJ or the Licensed Materials. Affiliate agrees not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Mad BJ in a negative light.

D. Affiliate agrees to use the Licensed Materials only in the form and manner and with appropriate legends as provided from time to time by Mad BJ, and not to use any other trademark or service mark in combination with the “Mad BJ” trademark or name.

E. Affiliate agrees to not use, register or seek to register any trademark, service mark or domain name that contains the words "madbj.com," "Mad BJ," "mbj.com," "mad" and "bj", or any variations or misspelling of them, or is any way confusingly similar to "Mad BJ". If Affiliate does, Affiliate agrees to transfer the registrations, at Affiliate’s expense, to Mad BJ at Mad BJ’s request and to cooperate by providing any information, signing any documents and providing appropriate authorizations necessary to accomplish the transfer. If Affiliate fails to cooperate, Affiliate hereby names and authorizes Mad BJ as its attorney-in-fact for the sole purpose of signing appropriate documentation on Affiliate’s behalf in order to effect the transfer.

F. Affiliate is only entitled to use the Licensed Materials to the extent that Affiliate is a member in good standing of the Affiliate Program. Mad BJ may revoke Affiliate’s license at any time in its sole discretion, by giving Affiliate written notice. If Mad BJ gives Affiliate such written notice, Affiliate must immediately discontinue all use of the Licensed Materials.

G. AFFILIATE GRANTS TO MAD BJ A NON-EXCLUSIVE, WORLDWIDE, ROYALTY-FREE LICENSE, FOR THE TERM OF THIS AGREEMENT, TO USE, REPRODUCE AND TRANSMIT AFFILIATE’S NAMES, TITLES, LOGOS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (“Affiliate’s Marks”), AND TO ADVERTISE, MARKET, PROMOTE, AND PUBLICIZE IN ANY MANNER ITS RIGHTS HEREUNDER; PROVIDED, HOWEVER, THAT MAD BJ SHALL NOT BE REQUIRED TO SO ADVERTISE, MARKET, PROMOTE, OR PUBLICIZE. MAD BJ WILL REMOVE THE SAME FROM ITS WEB SITE UPON AFFILIATE'S REQUEST.

11. Affiliate’s Obligations Regarding Its Web site

A. Affiliate is solely responsible for, and Mad BJ has no liability for, the development, operation, or maintenance of Affiliate’s Web site, or for any materials contained on Affiliate’s Web site.

B. Affiliate agrees that Affiliate’s Web site will not, in any way, copy or resemble the look and feel of the Mad BJ Web site, nor will Affiliate create the impression that Affiliate’s Web site is the Mad BJ Web site or is a part of the Mad BJ Web site, nor will Affiliate frame any page on the Mad BJ Web site being viewed by a user of Affiliate’s Web site who links to the Mad BJ Web site through a Link.

C. Affiliate agrees that Affiliate’s Web site does not currently contain and will not contain any content, or links to such material, that is in any way unlawful, harmful, threatening, harassing, defamatory, obscene, or violent as more fully set forth in Section 1.

D. Affiliate also agrees that Affiliate’s Web site will not contain any content from the Mad BJ Web site or any materials that are proprietary to Mad BJ, except with its prior written consent (which Mad BJ may deny in its sole discretion), or to the extent that materials are obtained by Affiliate strictly in accordance with the provisions of this Agreement. Affiliate agrees not to purchase or otherwise contract with any third party to exploit any of the Mad BJ Licensed Materials for the purpose of causing the Affiliate site to appear as a search result in any search engine or for any other reason.

E. Affiliate agrees that Affiliate’s Affiliate site will not use any form of mass email communication ("Spam") as a marketing tool for the site or for any other purpose and that any email generated by Affiliate or Affiliate’s Web site will conform in all respects with all applicable local, state and federal laws, regulations and rules including the CAN-SPAM Act.

F. When promoting Mad BJ via external paid search engines, which may include, but are not limited to, entities such as Google™ and Overture™, the following guidelines must be followed: (i) Affiliate must not give the impression that Affiliate is, or represents, Mad BJ, through use of phrases such as ‘Official Site’, or similar terminology; (ii) Affiliate must not outbid Mad BJ for the top placement on select trademarks and brand names designated by Mad BJ, including but not limited to: “Mad BJ™” and “madbj.com”; (iii) Affiliate must not target the brand names of any entities that are direct competitors of Mad BJ, or otherwise engage in marketing practices that are illegal or violate the rights of any third party; and (iv) Affiliate must ensure that all copy used for search and keyword purposes is appropriate and 100% accurate and does not contain any claims that could be construed to be false or misleading. Affiliate agrees that, following notice from Mad BJ, Affiliate will promptly remove any search listing containing copy and/or creative components that Mad BJ, in its sole discretion, deems inappropriate for any reason.

G. Affiliate agrees that Affiliate’s Web site, and any other web site operated by Affiliate or related to Affiliate’s Web site, will not, and will not permit users to, post on the site or any bulletin board or chat room associated with the site any information relating to the Mad BJ Web Site that may be used by others to take advantage of errors or anomalies discovered on the Mad BJ Web Site (e.g., pricing errors, shopping cart errors, discount calculations) to the disadvantage of Mad BJ. In the event any such information is posted to the Affiliate or related web site, Affiliate agrees to remove it immediately and take steps to discourage Affiliate’s users from posting such information. In addition, Affiliate agrees that Affiliate has an affirmative duty, as an Affiliate of Mad BJ, to inform Mad BJ at affiliate@madbj.com immediately upon discovering any errors or anomalies on the Mad BJ Web Site. Failure to abide by these terms may lead to a loss of commission payments to Affiliate, or termination, as provided in Section 5. E. of this Agreement.

12. Affiliate’s Representations and Warranties

Affiliate represents and warrants to Mad BJ that:

A. it has the right and authority to enter into this Agreement and perform Affiliate’s obligations under the Agreement;

B. it is the sole and exclusive owner of the Affiliate trademarks and has the right and power to grant to Mad BJ the license to use its trademarks in the manner provided for in this Agreement;

C. As may be applicable, that it is a legal entity in good standing or that he/she is an adult of at least 21 years of age;

D. he/she is not an employee of Mad BJ or an immediate family member of such an employee, and

E. any material which it provides to Mad BJ or which is displayed on its Web site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, Trojan Horses, worms, time bombs or other similar harmful or deleterious programming.

13. Term of Agreement; Termination

This Agreement shall commence upon acceptance of Affiliate’s Affiliate Program application and will end when terminated by either party. Either Affiliate or Mad BJ may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Affiliate is only eligible to earn commissions on sales occurring during the term, and commissions earned through the date of termination will remain payable only if the related Qualified Purchases are not cancelled or returned. Mad BJ may withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. All causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.

14. Modification

Mad BJ may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available commissions, commission payment schedules, payment procedures, and Mad BJ Affiliate Program rules. If any modification is unacceptable to Affiliate, Affiliate’s only recourse is to terminate this Agreement. Affiliate’s continued participation in the Affiliate Program following our posting of a change notice or new agreement on the Mad BJ Web site will constitute binding acceptance of the change.

15. Relationship of Parties

Affiliate and Mad BJ are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate will have no authority to make or accept any offers or representations on behalf of Mad BJ.

16. Disclaimers

A. NEITHER MAD BJ NOR ITS SUPPLIERS MAKES ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE PROGRAM OR TO ANY MAD BJ PRODUCTS SOLD BY THE MAD BJ WEB SITE THROUGH THE AFFILIATE PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE).

B. NEITHER MAD BJ NOR ITS SUPPLIERS MAKE ANY REPRESENTATION THAT THE OPERATION OF THE MAD BJ WEB SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND NEITHER MAD BJ NOR ITS SUPPLIERS WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

17. Limitation of Liability

NEITHER MAD BJ NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, WHETHER IN CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF MAD BJ, LLC HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND AFFILIATE WAIVES ALL RIGHTS TO ANY CLAIMS FOR ANY SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY OF MAD BJ WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.

18. Confidentiality

Affiliate agrees that all customer information related to the Affiliate Program belongs to Mad BJ. Affiliate agrees to protect as secret all Affiliate Program customer information and Affiliate Program business and sales information related to Mad BJ or its suppliers, including, without limitation, information relating to sale pricing, promotions and weekly specials (collectively, "Information"), not to disclose Information to any third parties, and not to use Information for any purpose other than the purposes of this Agreement. Affiliate agrees to protect Information using methods at least as protective as those Affiliate use to protect Affiliate’s own information of a confidential nature, but in no event, using less than a standard of reasonable care.

19. Indemnification

Affiliate agrees to indemnify, defend and hold harmless Mad BJ and its subsidiaries and affiliates, and suppliers, and their directors, governors, officers, managers, employees, shareholders and members, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including reasonable attorneys' fees, ("Losses") insofar as such Losses, or actions in respect of Losses, arise out of or are based on (i) any claim that our use of Affiliate’s Marks 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 Affiliate; or (iii) any claim related to Affiliate’s Web site, including, without limitation, claims regarding content on Affiliate’s Web site.

20. Uncontrollable Circumstances

Mad BJ's performance under this Agreement shall be excused to the extent that its performance is hindered, delayed or made commercially impractical by causes beyond its reasonable control.

21. Independent Investigation

Affiliate acknowledges that Affiliate has read this Agreement and agrees to all its terms and conditions. Affiliate understands that Mad BJ 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 Affiliate’s Web site. Affiliate has independently evaluated the desirability of participating in the Affiliate Program and is not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

22. Governing Law

This Agreement will be governed by the laws of the United States and the State of Minnesota, without reference to rules governing choice of law. Any action relating to this Agreement must be brought in the federal or state courts located in Minneapolis, Minnesota, and Affiliate irrevocably consents to the jurisdiction of such courts. Affiliate may not assign this Agreement. Our failure to enforce Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.

Last Revision Date: September 20, 2006

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