This Affiliate Program Agreement ("Agreement") provides terms and conditions applicable to your membership as a "Publisher" in a Fathead Affiliate Program ("FAP") that are in addition to any terms and conditions that you may have agreed to pursuant to an agreement with a Fathead Marketing Affiliate (hereafter defined). Fathead and Publisher each acknowledge that they may be parties to agreements with "Marketing Affiliate(s)" (i.e. Commission Junction; Pepperjam; Direct Response; Yahoo; Google; etc.) and may be participants in a Marketing Affiliate Network ("Program").

IMPORTANT - READ CAREFULLY: THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN PUBLISHER AND FATHEAD. BY REGISTERING FOR AND PARTICIPATING IN THE PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT REGISTER FOR OR PARTICIPATE IN THE PROGRAM.

DEFINITIONS

"Offer" means a specific offer posted by Fathead on a Marketing Affiliate Site that receives an identification number. The terms and conditions of such Offers shall be incorporated into this Agreement.

"Qualifying Link" means a link from your Site to a Fathead landing page using one of the Required URLs or any other URL or graphic link provided by Fathead for use in the Program. A Qualifying Link or "Linking Materials" shall be defined as hyperlinks, buttons, banners or other user interface established by Fathead. A Qualifying Link may reference any coupon codes provided to the Publisher by a Marketing Affiliate, but may not reference any coupon codes obtained from other sources, including but not limited to Fathead marketing materials.

"Qualifying Product" means a Fathead product that is offered for sale on a Fathead Site and that is subject to an applicable Offer.

"Qualifying Product Sales" means sales of Qualifying Products offered at a Fathead Site.

"Qualifying Product Revenues" means revenues derived by Fathead from Qualifying Product Sales, less chargebacks, taxes, surcharges and processing fees.

"Required URLs" means the special URLs specified in an Offer to be used to link from your Site to a Fathead Site.

"Session" means the period between the time that a customer first clicks on a Qualifying Link and the time that the customer makes an online purchase at a Fathead Site, provided that such purchase is made within 90 days of the first click and provided that no subsequent customer activity has occurred to override the Session during those 90 days.

"Site" means a World Wide Website and, depending on the context, includes the Site that Publisher links to a Fathead Site.

"Loyalty Program" refers to a program that issues any type of reward or incentive for qualifying product sales either directly to the consumer via a cash back or points system, or via a donation to a charitable organization.

1. OVERVIEW.
   1. Fathead, LLC, a Michigan corporation ("Fathead"), operates www.Fathead.com and other affiliated Websites (e.g. www.tradeables.com) as ecommerce Websites. In conjunction with said Websites, Fathead offers FAP, through which approved companies (Publishers) operating their own Sites are granted a revocable, limited and non-exclusive right to:
      1. lawfully advertise and promote Fathead products and the Fathead Site solely in a manner approved by Fathead;
      2. lawfully post an approved graphical or textual Internet hyper-link ("Link") to the Fathead Site; and
      3. lawfully direct visitors from the Publisher's Site to a specific URL or landing page designated by Fathead ("Destination Site").
      4. Publishers are offered the opportunity to earn an "Advertising Fee" (the Advertising Fee is posted on the Marketing Affiliate Site and may be changed in Fathead’s sole discretion by posting a different Advertising Fee on the Marketing Affiliate Site) for each "Qualifying Product Sale".
2. APPROVAL.
   1. All participation in FAP is subject to Fathead approval, which may be withheld in Fathead's sole discretion. In addition, each approval is made on a Site by Site basis, for those Publishers operating more than one Site. Publisher must submit the domain or URL for each Site for which the Publisher is seeking approval, regardless of whether Publisher maintains a separate account on the Program for such Publisher Site.
   2. Unless notified to the contrary, in writing from Fathead, all prospective Publishers must submit an application to Fathead through one of its Marketing Affiliate(s) in order to become an approved Publisher eligible to participate in FAP and post Links to the Fathead Site and earn Advertising Fees.
   3. Unless notified to the contrary, Fathead will notify each prospective Publisher through its Marketing Affiliate(s) in writing (by e-mail or otherwise) whether or not it has been approved. Publisher is not authorized to participate in FAP or to post Links to the Fathead Site until approved in advance by Fathead.
3. OFFERS.
   1. From time to time, Fathead may post Offers to pay members of FAP a specified Advertising fee on certain Qualifying Product Sales to third parties through a Qualifying Link.
   2. The terms of an Offer, as posted on a Marketing Affiliate Site or otherwise communicated to Publisher shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Offer and the terms of this Agreement, the terms of this Agreement shall govern.
   3. At any time, Fathead may, with or without notice:
      1. change, suspend or discontinue any aspect of an Offer; or
      2. remove, alter, or modify any graphic or banner ad provided to Publisher pursuant to an Offer. Publisher agrees to promptly implement any request from Fathead to remove, alter or modify any graphic or banner ad submitted by Publisher that is being used in connection with an Offer.
4. YOUR RESPONSIBILITIES
   1. Publisher shall only link to areas within Fathead's Site using Required URLs for the Program. Publisher may post multiple links to the Required URLs, provided that said links are otherwise in compliance with the terms of this Agreement. The position, prominence and nature of links on Fathead's Site shall comply with any requirements specified in the Offer, but otherwise will be in Fathead's sole discretion. Only valid Qualifying Links generated by Fathead and provided through FAP will be tracked for purposes of determining advertising fees that you may be eligible to receive on Qualifying Product Sales generated through your Site.
   2. Publisher agrees to display Fathead's Linking Materials appropriately on Publisher’s Site and/or Email and to respect Fathead's trademarks, service marks and other rights in the Linking Materials. Publisher will use only use Linking Materials to create a lawful link to Fathead's Site, and Publisher will not alter the look or feel of these Linking Materials in any way. Publisher will update to new versions of Linking Materials as Fathead makes them available or Publisher submits a request for a specific type of Linking Material.
   3. Publisher will be solely responsible for the development, operation and maintenance of Publisher’s Site and for all materials appearing thereon. Fathead disclaims all liability for such materials. Publisher shall indemnify and hold Fathead harmless from all claims, damages and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance and contents of Publisher’s Site. Publisher is also responsible for notifying Fathead and your respective Marketing Affiliate of any malfunctioning Linking Materials, Required URLs or other problems with participation in the Program.
5. COMMISSIONS
   1. Fathead agrees to pay Publisher an Advertising Fee for each Qualifying Product Sale by a visitor to Fathead's Site (a "Customer").
   2. For all Qualifying Product Sales, Fathead will pay an Advertising Fee based upon Qualifying Product Revenues generated by Customers linking to Fathead's Site from Publishers Site using a Qualifying Link. The amount of the Qualifying Product Revenues per item for products sold are subject to change at any time in Fathead's sole and absolute discretion. Commissions will not be paid on Free Samples or Free Trials of any products including, but not limited to, Tradeables.
   3. Fathead shall have the sole right and responsibility for all payment processing and fulfillment of orders for Qualifying Products sold pursuant to this Agreement. Publisher acknowledges that all agreements relating to sales to Customers shall be between Fathead and the Customer.
   4. Publisher acknowledges that Advertising Fees will not be paid on Qualifying Product Sales if such sale results in an order cancellation, returned merchandise, or failed credit card authorization. All determinations of Qualifying Links and the compensation due to Publisher shall be final and binding.
   5. All determinations relating to Qualifying Links, Qualifying Product Sales and Advertising Fees will be made by Fathead and will be final and binding on both parties. Prices for the Qualifying Products will be set solely by Fathead in its discretion.
   6. Only those Publishers who are approved by Fathead at the time of a Qualifying Product Sale will be eligible for payment under this Agreement.
   7. As an independent contractor, Publisher will be solely and entirely responsible for any and all taxes and/or other fees or obligations associated with the receipt of payment under this Agreement.
   8. Loyalty programs that utilize top moxie or like proprietary downloads to credit member accounts for purchases made via browser redirects are not permitted to participate in the Fathead Program.
   9. The use of such marketing tactics will result in non-payment for sales generated.
      1. Fathead reserves the right to request additional information regarding the source of all loyalty program sales.
   10. Fathead reserves the right to adjust payment levels based on traffic and sales reports in order to right-size sales generated via browser redirects (all sales not generated via site driven marketing efforts such as site placements, newsletters, etc.)
   11. The terms and conditions of this Section, including the Advertising Fee amounts, may be changed at any time and for any reason within Fathead's sole discretion.
6. PAYMENT
   1. Unless otherwise stated in writing, Fathead will pay Publisher’s Advertising Fees on a monthly basis. Approximately thirty (30) days following the end of each month. As such, Publisher will receive a check for Advertising Fees earned on Qualifying Product Revenues for that month, less any returns and canceled orders. However, if the advertising fees payable to Publisher for any month are less than $25.00, Fathead may hold those advertising fees until the total amount due is at least $25.00 or (if earlier) until this Agreement is terminated.
7. OWNERSHIP AND LICENSES
   1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, 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.
   2. Fathead grants Publisher a limited, revocable, non-exclusive, license to use Linking Materials (as provided to you through a Marketing Affiliate Site and solely for the purpose of creating links from Publisher’s Site(s) to Destination Sites on the Fathead Site pursuant to this Agreement), which may include a graphic image and/or text involving Fathead logos, trademarks, service marks (collectively, the "Fathead Marks").
   3. Except as expressly set forth in this Agreement or permitted by applicable law, Publisher may not copy, distribute, modify, reverse engineer, or create derivative works from the Linking Materials.
   4. Publisher may not sublicense, assign or transfer any such licenses granted in association with this Agreement and any attempt at such sublicense, assignment or transfer is void.
   5. Any prominent use of any Fathead Marks on a Publisher Site must be approved by Fathead prior to publishing. Fathead may revoke your license at any time by giving you written notice.
   6. As a condition to your acceptance and participation in the Program, you agree not to undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement:
      1. Use or otherwise incorporate the word "Fathead" or variations or misspellings in a domain name(s),"Fathead Jr." or variations or misspellings in a domain name(s), "Tradeables" or variations or misspellings in a domain name(s), "DreamSeat" or variations or misspellings in a domain name(s), "XZipIt" or variations or misspellings in a domain name(s), "Furniture For Fans" or variations or misspellings in a domain name(s) or "Skins" or variations or mispellings in a domain name(s), or "Fathead Skins", or "Fathead Auto Graphics" or variations or mispellings in a domain name(s) or associated with Publishers Site, on any meta tags associated with Publishers Site, or in advertising or searchable keywords;
      2. Modify or alter Fathead Marks in any way;
      3. Make any representations, either express or implied, or create an appearance that a visitor to Publisher’s Site is visiting Fathead's Site, e.g. "framing" the Fathead Site, without Fathead's prior written approval; or
      4. "Scrape" or "spider" the Fathead Site or any other Fathead Site for content (such as images, logos and text).
      5. Upon Fathead's request, Publisher shall immediately remove any Link or Fathead Marks which are displayed in a way that Fathead deems objectionable.
      6. Bid on any Fathead branded and/or trademarked keywords on any search engines including but not limited to "Fathead", "Fathead.com", "Fathead Jr.", "Tradeables", "Tradeables.com", "DreamSeat", "DreamSeat.com", "XZipIt," "XZipIt.com", "FurnitureForFans", "Skins,", "Skins from Fathead,", "SkinsFromFathead.com,", "FatheadSkins,", "Fathead Auto Graphics", "Auto Graphics From Fathead", "AutoGraphicsFrom Fathead", etc...
      7. Post any non-affiliate permitted Offers on Publisher’s Site, including but not limited to, any Offers found in a Fathead non-affiliate newsletter, television advertisement, radio advertisement or space advertisement. All affiliate approved Offer codes will be found in the Marketing Affiliate’s network links section, affiliate newsletters or affiliate blog.
      8. Use of non-affiliate promotion Offers or codes must be pre-approved in writing by the Fathead. Any Offer or coupon code in from a Marketing Affiliate Site is considered valid, unless otherwise notified. Use of unauthorized promotion Offers is prohibited and publishers will not be compensated on any orders generated through unauthorized promotion Offers.
   7. Customers that link from Publisher’s Site to Fathead's Site will become Customers of Fathead and Fathead's responsibility for purposes of their business relationship with Fathead. Fathead Customer lists and other Fathead Customer information are considered trade secret information of Fathead.
8. ADVERTISING RESTRICTIONS:
   1. Publisher represents and warrants that Publisher’s Site does not:
   2. Promote graphic violence (which may include certain types of game sites);
   3. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
   4. Promote sexually explicit, pornographic or obscene content (whether in text or graphics);
   5. Promote illegal activities;
   6. v. Include "Fathead " or variations or misspellings thereof in their domain names
   7. Promote content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethnically or otherwise objectionable;
   8. Promote or use bulk unsolicited email (spam);
   9. Promote speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise);
   10. Promote content related to liquor, tobacco, firearms, drugs, gambling, crime or death;
   11. Promote politically sensitive or controversial issues (e.g. abortion, capital punishment) or other political content (e.g. lobbyists, political campaigns)
   12. Promote any unlawful behavior or conduct;
   13. Contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines; or
   14. Otherwise promote content that is considered offensive or inappropriate in Fathead’s sole discretion.
9. REPRESENTATIONS, WARRANTIES AND COVENANTS:
   1. Publisher represents and warrants that:
      1. Publisher is duly organized, validly existing, and in good standing under the laws of the state or country of Publisher's origin;
      2. Publisher has established and implemented commercially reasonable practices and procedures and will continue to perform spot checks or audits to insure that full compliance with all federal, state and local laws and regulations and particularly, the provisions of the CAN-SPAM Act of 2003 and with the Federal Telemarketing Sales Rules, including the provision relating to the NATIONAL DO NOT CALL REGISTRY (16 C.F.R. Part 310);
      3. Publisher will promptly notify Fathead, in writing, if it receives any complaints or notices from any governmental agencies (including any third party claims asserted in state or federal courts) referencing a violation of any federal, state and local laws and regulations and particularly, the provisions of the CAN-SPAM Act of 2003 and with the Federal Telemarketing Sales Rules, including the provision relating to the NATIONAL DO NOT CALL REGISTRY (16 C.F.R. Part 310);
      4. Publisher will perform a full investigation, within forty-eight (48) hours of receipt of a request, If either party receives an inquiry or complaint from a governmental agency (including any third party claims asserted in state or federal courts) relating directly to the CAN-SPAM Act of 2003, the DO NOT CALL REGISTRY provisions, or any similar federal, state, or local statute or regulation; or for providing information that was procured through fraud, identity theft or any illegal or illicit means to determine the merits of the inquiry or complaint;
      5. Publisher will indemnify, defend, and hold harmless Fathead from any and all third party claims resulting or arising from Publisher's acts or omissions;
      6. Publisher has all requisite power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement;
      7. this Agreement has been duly authorized, executed, and delivered by Publisher and is a valid and binding obligation of Publisher enforceable in accordance with its terms;
      8. Publisher shall post and maintain during the term of this Agreement a privacy policy in connection with its Site that is in compliance with applicable law; and
      9. the execution and performance of and compliance with this Agreement does not and will not conflict with, or constitute a default or violation under, nor result in the breach of: (a) any term of Publisher's governing documents; (b) any term or provision of any contract or agreement to which Publisher is a party; or (c) any order, code, regulation or law applicable to Publisher.
10. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY:
    1. THE DESTINATION SITE IS PROVIDED ON AN "AS IS" BASIS. FATHEAD MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, CONCERNING THE ACCURACY, SECURITY, PERFORMANCE OR FUNCTIONALITY OF THE DESTINATION SITE (INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT THE DESTINATION SITE WILL BE ERROR OR VIRUS FREE OR THAT SERVICE WILL BE UNINTERRUPTED) AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT. THE DESTINATION SITE IS SUBJECT TO CHANGE AT ANY TIME IN FATHEAD’S SOLE DISCRETION.
    2. UNDER NO CIRCUMSTANCES SHALL FATHEAD BE LIABLE TO PUBLISHER; PUBLISHER'S VISITORS, USERS OR SUBSCRIBERS; OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH PUBLISHER FOR ANY LOSS, LIABILITIES, INJURY, OR DAMAGE, OF WHATEVER KIND OR NATURE, RESULTING FROM OR ARISING OUT OF ANY MISTAKES, ERRORS, OMISSIONS, DELAYS, OR INTERRUPTIONS IN THE RECEIPT, TRANSMISSION, OR STORAGE OF ANY MESSAGES OR INFORMATION ARISING OUT OF OR IN CONNECTION WITH THE DESTINATION SITE; AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FATHEAD SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY DAMAGES OR SPECIAL DAMAGES, LOST PROFITS, LOST OPPORTUNITIES, LOST SAVINGS, LOST DATA, OR ANY OTHER FORM OF CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF QUICKEN LOANS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES, WHETHER RESULTING FROM BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE. THE AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL ADVERTISING FEES PAID TO PUBLISHER UNDER THIS AGREEMENT.
    3. FATHEAD MAKES NO WARRANTIES WITH RESPECT TO FAP, ANY OFFERINGS MADE THROUGH FAP, OR AS TO THE CONTINUATION OF OFFERINGS THROUGH FAP. ALL OFFERS AND ADVERTISEMENTS THROUGH FAP SHOULD BE CONSIDERED LIMITED TIME OFFERS.
11. TERM AND TERMINATION:
    1. The term of this Agreement shall be continuous, unless and until either party notifies the other in writing, with seven days advanced notice, that such party desires to terminate the Agreement.
    2. This Agreement may be terminated immediately, without penalty, by Fathead in the event that PUBLISHER:
    1. operates an illegal business through its Website and/or subscription e-mail list;
    2. engages in any illegal activity of any type, including but not limited to displaying illegal content on its Website and/or in its subscription e-mails or offering any illegal goods or services through its Website and/or subscription e-mails;
    3. uses its Website or any Linking Materials therefrom to promote, any content which Fathead, in its sole discretion, believes is misleading, abusive, violent, bigoted, hate-oriented, or pornographic;
    4. engages in indiscriminate or unsolicited advertising;
    5. places Linking Materials to the Destination Site in newsgroups, message boards, unsolicited e-mails or other types of spam, banner networks, counters, chatrooms, guestbooks, IRC channels or through similar Internet resources;
    6. causes or enables Linking Materials to the Destination Site which are not made in good faith, including, but not limited to, by means of any device, program, robot, I-frames, hidden frames, JavaScript popup windows or redirects;
    7. employs the services of Gator Corporation, WhenU.com or any similar firm that utilizes spyware or similar applications in connection with any Website on which Links to the Destination Site appear;
    8. establishes or causes to be established any unapproved promotion or Offer;
    9. allows third parties to place Linking Materials to the Destination Site without Fathead’s prior written permission;
    10. breaches the provisions of this Agreement; or
    11. dilutes, blurs or tarnishes the value of Fathead’s Marks.
    3. Upon termination of this Agreement for breach, Fathead will be released from all obligations and liabilities owed to Publisher.
    4. For purposes of notification of termination, delivery via email is considered a written and immediate form of notification.
    5. Termination of this Agreement will not relieve Publisher from any liability arising from any breach of this Agreement.
    6. Unless otherwise stated, upon termination of this Agreement:
    1. Qualified Data Submissions obtained through Publisher's efforts shall not constitute a continuation or renewal of this Agreement or a waiver of such termination;
    2. Publisher shall not be entitled to Advertisement Fees for Qualified Data Submissions delivered after the date of termination;
    3. Publisher shall be entitled only to unpaid and undisputed Advertisement Fees, earned by Publisher prior to the date of termination;
    4. all rights and licensees granted to Publisher shall immediately terminate and, as such, Publisher will promptly cease all uses of any trade names, trademarks, service marks, logos and other designations of Fathead or Marketing Affiliate; and
    5. Publisher shall return to Fathead any confidential information, and all copies thereof, in its possession, custody and control.
12. INDEMNITY:
    1. Publisher shall defend, indemnify, and hold Fathead (and its directors, officers, employees, representatives, parents, affiliates and subsidiaries) harmless from and against any and all claims, liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with:
       1. any breach of Publisher's representations, warranties or covenants set forth in this Agreement;
       2. any illegal activities of Publisher;
       3. any negligent act or omission of Publisher;
       4. any injury to persons or damages to property caused directly or indirectly by a negligent act or omission of Publisher; or
       5. any unauthorized use of the Fathead Marks, Website or FAP.
13. CONFIDENTIAL INFORMATION:
    1. Publisher acknowledges that, during the term of this Agreement, it may be entrusted with non-public Confidential Information relating to business, operations or underlying technology of Fathead. Publisher shall not use Confidential Information for purposes other than necessary to further the purpose of this Agreement. Publisher shall not disclose Confidential Information to third parties without the prior written consent of Fathead.
    2. Should Publisher be required under applicable law, rule or regulation, or pursuant to the order of any court or governmental entity of legal process of any governmental entity of competent jurisdiction to disclose Confidential Information in its possession, custody or control, Publisher shall:
    1. give prior written notice of such disclosure to Fathead; and
    2. use its best efforts to limit such disclosure to only that information which is required to be disclosed. Publisher's obligation to not disclose or use Confidential Information shall survive the termination of this Agreement.
    3. Once a visitor clicks on Linking Materials to the Destination Site, thereby requesting to establish a direct Link to the Destination Site, Publisher shall not employ any means, method or device (including, but not limited to, spyware or cookies) to monitor, track or record information regarding the visitor's usage on the Destination Site.
    4. Notwithstanding any other provision of this Agreement, Fathead shall be the sole owner of all names, addresses, transaction data and other non-public personal information gathered on the Destination Site and through Linking Materials to the Destination Site.
    5. All information or data contained in Linking Materials between the Publisher's Website and the Destination Site shall be deemed confidential information belonging to Fathead.
    6. All visitors that use the Destination Site shall be subject to additional terms and conditions posted on the Destination Site and shall be subject to the privacy policy posted on the Destination Site.
    7. Publisher shall use its best efforts to avoid any unauthorized disclosure or unauthorized use of the Confidential Information by any third parties (person or business)
    8. Publisher's Website shall employ its best efforts to safeguard and protect visitor information from loss, misuse and unauthorized disclosure.
14. ADDITIONAL TERMS.
    1. Assignment. Publisher shall not assign, transfer or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of Fathead. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void.
    2. Severability. The provisions of this Agreement are severable. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Agreement that can be given effect.
    3. Waiver. No delay or failure by Fathead in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
    4. Equity. The rights and remedies of Fathead are not mutually exclusive; that is, the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. Publisher acknowledges, confirms, and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be unenforceable by specific performance, injunction, or other equitable remedy.
    5. Construction. This Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor or against either party on the basis of preparation of the Agreement.
    6. Modification. Fathead reserves the right to modify the terms and conditions of this Agreement in its sole discretion upon seven (7) days prior notice to Publisher via electronic communication. If any modification is unacceptable to Publisher, Publisher's sole recourse is to terminate this Agreement. Publisher's continued participation in FAP after notice of modification to the terms and conditions of this Agreement constitutes Publishers binding acceptance to the change.
    7. Choice of Law and Venue. This Agreement has been made in the State of Michigan and shall be construed and enforced in accordance with Michigan law for contracts made and performed in the State of Michigan. Any action to enforce this Agreement shall be brought in the Michigan federal courts (i.e., for the Eastern District of Michigan) or state courts (for the County of Wayne), the parties hereby by consenting to such exclusive jurisdiction and venue.
    8. Notice. Official notices should be sent to Fathead via certified mail to: Fathead, LLC. Attn: Office of Corporate Counsel, 20255 Victor Parkway, Suite 100, Livonia, Michigan 48152. Notices for termination can be sent via email at affiliates@fathead.com.
    9. Independent Contractor. Participation in FAP does not constitute an employment, broker or agency relationship, between Publisher and Fathead, nor does it create any partnership, joint venture, franchise, or sales representative relationship between the parties.