Created: October 1, 2008 For purposes of the affiliate agreement ("Agreement"), the terms "we" "us", "BabyFaces" and "Client" refer to BabyFaces.com Inc., and "you", "affiliate" and "Affiliate" refers to any party who desires to enter into the affiliate agreement with BabyFaces and R U On The Net Inc, for purpose of participating in the affiliate program formed by the acceptance of these Terms and Conditions. The term "Client" is defined as any company, in particular R U On The Net Inc., that has been contracted by BabyFaces.com Inc. to promote BabyFaces.com Inc's products and services and provide affiliate management services. If you wish to participate in this Affiliate program, indicate your agreement to do so by clicking the "I Agree" button below. Additionally, by accessing and utilizing any of the BabyFaces.com, Inc. marketing tools, or accepting of any reward, bonus or commission whether contained in this agreement or else where on the web sites, of those of associated with BabyFaces or R U On The Net Inc., you are deemed to have agreed to be bound by all the terms and conditions set out in this agreement. The agreement provides you with the non-exclusive right to direct users ("Visitors") from your web site(s) ("Affiliate site") to the Client's web sites (www.Baby-Faces.com, www.keynetlinks.com), in return for the payment of commissions ("Commissions") and referral bonuses ("Incentives") as specified below. ENROLLMENT To enrol in this affiliate program, please read this Agreement in its entirety, click on the "I Agree" button, and then submit a completed BabyFaces.com, Inc. affiliate application to us via the web site (www.Baby-Faces.com or www.keynetlinks.com). We will evaluate your application and notify you whether your application was accepted. Your application will be rejected if we determine, in our sole discretion, that your site is unsuitable for any reason, including but not limited to, sites that are under construction, aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights. 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 without notice. AFFILIATE AGREEMENT During the term of this arrangement (which shall commence when you indicate your acceptance in the manner specified above, and shall end when either you or we notify the other, by any means including email, of the termination of this Agreement), you shall display a banner or banners provided by BabyFaces.com, Inc. on your site (the "Affiliate site") as a hyperlink to direct Visitors from the Affiliate Site to the Client's Sites, using distinct URLs supplied by BabyFaces.com, Inc. exclusively for linking (the "Supplied Banners"). The Client's banners shall be displayed at least as prominently as any other sales link on the Affiliate site, and if the Affiliate displays or makes accessible to Visitors descriptive information regarding any vendors whose banners are displayed on the Affiliate site, the Affiliate shall, subject to BabyFaces.com, Inc.'s prior written approval of the content thereof, include similar descriptive information regarding the Client's products(s). The relationship specified in this Agreement is non-exclusive; therefore, BabyFaces shall be entitled to make the Client's banners and any other relevant information available through online and other sources including the Affiliate site. For an affiliate account to be considered "active", it must have generated new, paying customers for BabyFaces.com, Inc. within the previous 90 days. Affiliates that are not considered "active" can be removed from the program without notice and without compensation. Should an affiliate that is not active be removed, this agreement will survive. DELIVERY AND DISPLAY OF BANNERS, COPY, AND PROMOTIONAL MATERIAL As an Affiliate, you will have access through the Client and BabyFaces.com Inc. sites "www.Baby-Faces.com" and www.KeyNetLinks.com to a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individual, as a "Link".) BabyFaces.com, Inc. and the Client hereby grants to the Affiliate the non-exclusive, non-transferable, non-assignable (except as provided below) rights, during the term of this Agreement, to use (which shall include the right to copy, transmit, distribute, display and perform both privately and publicly): BabyFaces.com, Inc. and the Client's banners, name, site name, and other related textual and graphic material are made available by BabyFaces.com, Inc. and/or the Client to the Affiliate for the express purpose of inclusion on the Affiliate's site from time to time (collectively, the "Client's Material") and for the specific purposes authorized above. BabyFaces.com, Inc. and the Client authorize the Affiliate to advertise and promote the respective material. The copy righting of materials may not be modified nor misrepresented by the Affiliate. BabyFaces.com, Inc. and the Client also authorizes the Affiliate to refer, in the Affiliate's advertising and promotions, to the fact that the BabyFaces.com, Inc. and Client's sites are accessible through the Affiliate site, provided that any such statement: (a) does not include any trademarks, service marks, design marks, symbols and/or other indicia of origin of BabyFaces.com, Inc. or the Client other than BabyFaces.com, Inc. or the Client's products(s) name and/or site names in a non-distinctive typeface (specifically, not the typeface used in the logo design of any of BabyFaces.com, Inc. or the Client's mark); (b) does not state, suggest, or imply, by the wording or prominence of such statement or otherwise, that the Client sponsors, authorizes, and/or is the source or origin of the Affiliate site; and (c) does not disparage BabyFaces.com, Inc. or the Client, its products, services, or affiliates. All use of the BabyFaces.com, Inc. or Client's Materials hereunder shall inure to the benefit of the Client and shall not create any rights, title or interest in them for the Affiliate. No other use of the BabyFaces.com, Inc. or Client's names, trademarks, service marks, design marks, symbols and/or other indicia of origin or other designations confusingly similar to any of the foregoing may be made by the Affiliate for any purpose without the prior written consent of BabyFaces.com, Inc. or the Client. As between the Client and the Affiliate, the Client owns, and shall continue to own exclusively, all right title and interest (including without limitation, all rights provided under the law of copyright and trademark) in and to the Client's Materials and all names, trademarks, service marks, design marks, symbols and/or other indicia of origin therein throughout the world and in perpetuity, subject to the permissions granted in this Agreement. You grant to us a non-exclusive right and license to use your trademarks, tradenames, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing your participation in our Affiliate Program. You represent and warrant to us that no other party has any rights in and to any of these materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party. You represent and warrant that you are the absolute, sole and exclusive owner of all such materials and the owner of all trademark rights, copyrights, and other proprietary rights in and to the same. You represent that you have the right, power, and authority to license said materials to us as aforesaid and that you are not under any legal or contractually limitation on the right to so license these materials. We have no obligation to announce, advertise, market, or promote your participation in our Affiliate Program, but reserve the right to do the same at our sole discretion. MAINTAINING THE LINKS You agree to fully cooperate with us in order to establish and maintain the Links between Your Site and the BabyFaces.com, Inc. Site or the Client's Site(s). The maintenance and updating of Your Site will be your responsibility. The graphics and/or text associated with the Links to the BabyFaces.com, Inc. Site or the Client's Sites will be updated periodically and you will be required to update the content of your Site(s) accordingly on a regular basis. We are not responsible for the failure to assign any sale or commissions to you due to improper formatting of the link from your web site. You should assure at all times that the link is appropriately formatted and report any problems that you may have to us immediately. Please be aware that we have the right to monitor Your Site at any time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to Your Site that we feel should be made. SPYWARE or ADWARE APPLICATIONS BabyFaces.com, Inc.'s Affiliate Program has a zero tolerance policy in the use of spyware or adware applications. Any use of spyware or adware applications, directly or indirectly by an Affiliate, will cause the Affiliate to forfeit all commissions earned under the program and they may be subject to legal action. BabyFaces.com, Inc. reserves the right to use legal resources to ensure the registered trademarks and copyright materials belonging to industry participants are respected and protected. Accessing and Utilizing 3rd Party Software and Web Applications. Affiliate will not engage in any advertising utilizing spyware or adware of any kind. This includes "permission" based adware software, used exclusively for the delivery of popup or related ads. Affiliate will not engage in any browser hijacking of any kind, or any other interference with the normal functioning of a potential website visitor's computer. This could include starting any process(es) not expressly started by potential website visitor, including opening of a CD rom, or any other program or application. In keeping with this, Affiliate is directly responsible to be in full compliance with all pertinent law and the following two (USA) laws specifically: HR2929, the Securely Protect Yourself Against Cyber Trespass Act, and HR4661, the Internet Spyware Prevention Act of 2004. Affiliate will not intentionally mislead any potential visitor to believe that a BabyFaces.com, Inc.'s product is any other product by any means. This could include website content, or ads run on any search engine. Affiliate will not use any product name in context of advertising which could be misunderstood to be a BabyFaces.com, Inc. product, and therefore be misleading to the potential website visitor. Affiliate will not use advertising which is directly false or misleading. This could include claims that spyware or adware has been found on a user's machine when no actual scan for such items has been done, or directly using a customer's system information to falsely induce a click or purchase. This could include showing contents of particular sections of the potential website visitor's hard drive, cookie folder, or system settings, as well as specific information, such as IP address, operating system, or any other "non critical" system information. "Non Critical" is defined for purposes of this document as any specific system information that has no direct connection with any spyware/adware or any specific system problem that any associated company, directly or indirectly, will assist in repairing. Affiliate agrees to assume sole responsibility for compliance with all applicable intellectual property laws and all other federal, state and international laws. Affiliate further agrees that it will not use any of the keywords on the Restricted Keyword List for the purpose of advertising or promoting Affiliate or BabyFaces.com, Inc. The "Restricted Keyword List" includes the following terms and trademarks: BabyFaces, BabyFaces, BabyFaces.com, Inc.. A list of the restricted keyword list can be obtained by sending an email to the program manager (BabyFaces@keynetlinks.com) , or visiting http://www.keynetlinks.com/BabyFaces/restrictedkeywords.asp . In the event that BabyFaces.com, Inc. should receive any notification of claimed infringement by Affiliate, Affiliate agrees to cooperate with BabyFaces.com, Inc. in expeditiously responding to such notification and resolving any claim of infringement. In the event that an affiliate is unresponsive or unwilling to act or assist, BabyFaces.com, Inc. will take any and all measures to prevent Affiliate from further involvement in our affiliate program, and will further cooperate in any law enforcement action as a result of said Affiliate's actions. SPAM - WE DO NOT CONDONE SPAM Any form of Spam associated with the affiliate will result in your account being closed and all funds due being withheld. You need to be aware that our Clients are liable to incur expenses in dealing with Spam generated mail and these same expenses will be deducted from your commissions should BabyFaces seek recourse. In this instance the amount deducted will be determined by the Client and will be fair and deemed final and acceptable based on good faith and such amount will be collectable by law and deemed to have been accepted by yourself as fair and reasonable and as agreed to by registration as an affiliate of BabyFaces.com, Inc. Should these expenses not be covered by commissions owed to the Affiliate, we reserve the right to investigate other alternative means for obtaining payment including recourse to file a claim against you for unpaid amounts. ANTI-SPAM POLICY By accepting the BabyFaces.com, Inc. affiliate agreement, you also agree not to promote your affiliate id, through any of the following means: -sending unsolicited email for commercial purposes. - posting a single article or advertisement, about which we receive multiple complaints, to Usenet or other newsgroups, forums, email mailing lists or other similar groups or lists. - Posting to any Usenet or other newsgroup, forum, email mailing list, or other similar group or list articles which are off-topic according to the charter or other owner-published FAQ or description of the group or list. - Engaging in any of the foregoing activities using the service of another provider, but channeling such activities through a service provided by BabyFaces.com, Inc. or its clients (such as using a company supplied mailbox as a mail drop, or referring to a URL hosted by one of our clients' servers. - Falsifying user information, including the falsification of email return addresses. - The use of too-good-to-be-true marketing software programs that blast lists, usenet and newsgroups. BabyFaces.com, Inc. considers the above practices to constitute abuse of its affiliate program and of the recipients of such unsolicited mailings and/or postings, who often bear the expense. Therefore, these practices are prohibited. Engaging in one or more of these practices may result in BabyFaces terminating the agreement. GOOD FAITH You will not knowingly benefit from known or suspected traffic not generated using accepted Internet marketing practices whether or not it causes BabyFaces.com, Inc. or the Client harm. Should fraudulent activity, knowingly or otherwise, arise from a person directed to Client's site via your link, we retain the right to retract the commissions paid to you at any time. Our decision in this regard will be final and no correspondence will be entered into. We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge. BabyFaces.com, Inc. VISITOR POLICY Every Visitor who purchases a qualifying product or service through the Affiliate site is deemed to be a customer of BabyFaces.com, Inc. Affiliate does not have the authority to make or accept any offer on behalf of BabyFaces.com, Inc. BabyFaces.com, Inc. is not responsible for any representations made by Affiliate which contradict BabyFaces.com, Inc. policies, and BabyFaces.com, Inc. policies will always determine the purchase price of Qualifying Products and Services made available on its website(s) and sold through the affiliate program. Visitors who buy products through this Program will be deemed to be customers of BabyFaces.com, Inc. Accordingly, all BabyFaces.com, Inc. rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those Visitors. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you already have listed on your site, you may not include price information in your Product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. 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 our site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access our site); (b) post any Special Links on any Web site or other platform that is accessible through any Internet Access Appliance; (c) 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; (d) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (e) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (f) 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; or (g) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, 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. ORDER PROCESSING We will process Product and Service orders placed by Visitors who follow Links from your Affiliate site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. 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 Links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion. RETURNS AND CANCELLATIONS: If any commissionable qualifying Products or Services are returned or cancelled by any Visitor, the corresponding commission(s) will be deducted from Affiliate's monthly commission payment. COMMISSIONS We will pay you (in accordance with terms stated here within) referral fees ("Commission")and bonuses ("Incentives") on certain qualifying product or service sales ("product") 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 our site, and add the Product or service to his or her shopping cart during a session. The session ends upon one of the following events: (a) the cookie expires or is removed by the customer, (b) the customer orders the Product, or (c) the customer follows a third party's Special Link. We will only pay referral fees on such Products after order, payment in full and shipping have occurred. However, if the referral fees and any bonus payable to you for any calendar month are less than US$100, we will hold payment until the total amount due is at least US$100. In calculating referral fees, we will deduct the corresponding referral fee from your next monthly payment if a Product that generated a referral fee is returned by the customer. If there is no subsequent payment, we will send you a bill for the referral fee. Only products or services designated by BabyFaces.com, Inc. are eligible for commissions. All amounts are expressed in US dollars. To participate, you must be an active Affiliate in good standing with BabyFaces.com, Inc. COMMISSION FEE SCHEDULE You will earn COMMISSION ("referral fees") based on qualifying revenues according to referral fee schedules to be established by us. "Qualifying Revenues" are revenues derived by us from the sales of qualifying products, excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, returns and bad debt . BabyFaces.com, Inc. AFFILIATE COMMISSION RATES BabyFaces will pay Commissions on sales of Products or Services at the following rates, to all active Affiliates on record, effective October, 2008. The following is based on information provided by BabyFaces.com, Inc. and on a per-sale basis. Commission Structure Per Sale Per Sale Tier 1 Commission Percentage 20% Cookies. Length of cookies - Cookies expire 180 days after receipt, or upon initial sale. For purposes of calculated referral fees, the month will commence on the first day and end on the last day of the calendar month. Note: the total monthly sales amount is for one calendar month, and does NOT include referral sales. Eligible product sales are generated directly through your affiliate tracking ID. Commission levels are paid based on Product and Service sales generated by you for the specific calendar month in question. Product and Service sales are generated directly through your affiliate tracking ID. We will pay referral fees and bonuses on a monthly basis. Approximately 21 days following the end of each calendar month, R U On The Net Inc. will mail a commission cheque in US dollars for the applicable commissions earned on your sales of qualifying products and services (less any holding fees, or taxes required to be withheld under applicable law), using regular mail services. We do not guarantee an exact date of calculation of commissions or payments. Incentive Bonus Levels. There exist no structured Incentive Bonus payments in the program. However, BabyFaces.com, Inc. may make available, from time to time, promotional programs, contests and monetary incentives based on past and future performances of the Affiliates. Incentive Bonuses will be included with the affiliate's monthly commission cheques. CONFIDENTIAL INFORMATION As used herein, "Confidential Information" shall mean all oral or written information, of whatever kind and in whatever form, relating to past, present or future products, software, research, development, inventions, processes, techniques, designs or other technical information and data, and marketing plans (including such information of third parties that a party hereto is obligated to hold as confidential), provided that such information has been reasonably identified as or could be reasonably considered to be proprietary or confidential, that either party to the agreement: (a) may have received prior to the date of this Agreement, whether directly from the other or indirectly from third parties; or (b) may receive hereunder from the other. The Affiliate agrees that, with respect to its receipt of Confidential Information of the other party, it shall: (i) use the same care and discretion to prevent disclosure of such Confidential Information as it uses with similar Confidential Information of its own that it does not desire to disclose, but in no event with less than a reasonable degree of care; (ii) accept such Confidential Information and use such Confidential Information only for the purposes permitted hereunder; and (iii) restrict disclosure of Confidential Information solely to those of its employees and agents who have a need to know and are obligated not to disclose such Confidential Information to any third parties. 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, warranties of fitness, merchantability, no infringement, 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 our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. BabyFaces.com, Inc. tracking system shall be the sole method for determining the basis of the calculation of commissions and referral bonuses hereunder, and BabyFaces.com, Inc. calculations shall be binding on the Affiliate, absent manifest error. BabyFaces.com, Inc. uses cookie tracking and server side programs. Cookies are valid for 60 days. LIABILITY The Affiliate acknowledges that BabyFaces.com, Inc. and R U On The Net Inc. does not advocate or endorse the purchase or the use of any services offered by the Client through the Client's sites or through its software, nor does it guarantee the quality, fitness, or results of any such service or compliance with any law or regulation. The Affiliate represents and warrants that: a. the Affiliate has the right to enter into this Agreement; b. the Affiliate site does not, and the reproduction, distribution, transmission, public performance and public display of the Client Materials as permitted herein, do not: (i) invade the right of privacy or publicity of any third person, (ii) contain any libelous, obscene, indecent or otherwise unlawful material, or (iii) infringe any patent, copyright or trademark right in any jurisdiction; and c. the Affiliate has received no notice of such invasion, violation or infringement of rights. 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 payable to you under this Agreement. LIMITATION OF DAMAGES BabyFaces.com, Inc. or R U On The Net Inc. shall have no liability for any indirect, incidental or consequential damages, or any loss of revenue arising under or with respect to this agreement or the BabyFaces.com, Inc. Affiliate program, even if BabyFaces or R U On The Net Inc. Client has been advised of the possibility of such damages. Furthermore, our aggregate liability arising under or with respect to this Agreement shall in no event exceed the total commission payable to you under the affiliate agreement. SERVICE INTERRUPTION AND TRACKING BabyFaces and R U On The Net Inc. will make every commercially reasonable effort to ensure that its web site(s) is operational, and to track Affiliate's referred Visitors who have purchased Products or Services. However, certain unavoidable technical difficulties may occasionally cause temporary service and tracking interruptions. Affiliate agrees that BabyFaces.com, Inc. is not liable in any way for such interruptions. TERM AND TERMINATION The term of this Agreement will begin upon our acceptance of your Program application and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement may be terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification. We may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement,you will immediately cease use of, and remove from your site, all materials and links to our site, and all BabyFaces.com, Inc. 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 will forfeit all right to receive past commissions that may have accrued to you if this Agreement is terminated as a result of your failure to comply with the terms of this Agreement or any policies and procedures of Affiliate Program that may be established and amended by us in our discretion from time to time. You are eligible to earn commissions on the sales of our products or services that occur during the term of this agreement. If this Agreement is terminated for any other reason, you will have a right to receive your accrued commissions through the effective date of termination; provided, that if your total commissions due hereunder do not exceed $100.00, such accrued commission shall be forfeited. We have the right to withhold final commission payments for sufficient time in order to assure that the amount paid to you is accurate and not subject to later adjustment for returns or any other reason. If following final payment we determine that the amount of commissions that you were paid was too high, as a result of subsequent returns or any other adjustment or reason, the differential shall be a debt from you to us and we shall have all legal right to receive a refund of such overpaid commission from you. Upon termination: You must immediately remove the BabyFaces.com, Inc. or Client's banner/s from your site and disable any links from your site to ours and theirs. All rights and licenses given to you in this Agreement shall immediately terminate. You will be entitled only to those unpaid referral fees, if any, earned by you on or prior to the date of termination. You will not be entitled to referral fees occurring after the date of termination. If you have failed to fulfill your obligations and responsibilities, we will not pay you the referral fees otherwise owing to you on termination. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. If we continue to permit activity (generation of revenue) from customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination. You will return to us any confidential information, and all copies of it in your possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations of our clients. BabyFaces and R U On The Net Inc. will be released from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations which by their nature are designed to survive termination, as set out in this Agreement. Termination will not relieve you from any liability arising from any breach of this Agreement which occurred prior to termination. WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION) THAT YOUR SITE IS UNSUITABLE. Unsuitable sites may include those that: are aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights. RISK ALLOCATION BabyFaces or R U On The Net Inc. will not be liable to you (nor to any person claiming rights derived from the other party's rights) for incidental , indirect, consequential, special, punitive or exemplary damages of any kind -- including lost revenue or profits, loss of business, or loss of data -- arising out of this Agreement (including without limitation as a result of any breach of any warranty or other term of this Agreement), regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility thereof. ACKNOWLEDGEMENT OF NO WARRANTY Except as expressly provided herein, BabyFaces or R U ON The Net do not warrant that their respective websites will perform in the manner expected or without interruption, error, or defect, or that any revenue to either party will result from the activities contemplated by this Agreement. Except as expressly set forth in this agreement, neither party makes any warranties of any kind, express or implied, including warranties of merchantability or fitness for a particular purpose or warranties against infringement of any intellectual property rights not specifically enumerated. BabyFaces.com, Inc. reserves the right to terminate any and all programs for any reason, including, but not limited to, if for any reason the Program is not capable of running as planned or if the administration, security, fairness, integrity, or proper conduct of the program is corrupted or adversely affected, including by reason of infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond BabyFaces.com, Inc. control. BabyFaces.com, Inc. reserves the right to cancel, terminate, modify or withdraw the program without prior notice and without liability to the Affiliate. The Affiliate releases and holds harmless BabyFaces.com, Inc. and their Clients and their respective affiliates, subsidiaries, directors, officers, agents, employees, and all others associated with the development and execution of the Affiliate program from any and all liability with respect to or in any way arising from the Affiliate program and the awarding, use or misuse of the prize, including liability for personal injury or damage to property including any injury or damage to Affiliate's or any other person's computer. ASSIGNMENT Except as otherwise provided herein, the Affiliate may not assign this Agreement or any of its rights or delegate any of its duties under this Agreement, without the prior written consent of BabyFaces, which may be unreasonably withheld. Any purported assignment or delegation without such required consent shall be null and void. Subject to that restriction, the Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. GOVERNING LAW This Agreement, its interpretation, performance or any breach thereof, shall be construed in accordance with, and all questions with respect thereto shall be determined by, the internal substantive and procedural laws of Canada, in the Province of British Columbia, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the provincial or federal courts located in Vancouver, Canada, in the Province of British Columbia, and you consent irrevocably to the jurisdiction of such courts. 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. INDEPENDENT AGREEMENTORS BabyFaces and the Affiliate are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, franchise, joint venture, or agency relationship between BabyFaces.com, Inc., R U On The Net and the Affiliate. Neither party has the authority to enter into Agreements of any kind on behalf of the other party. 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. It is the Affiliate's responsibility to declare taxes from their commissions, according to the regulations of the country where they reside. BabyFaces.com, Inc. or R U On The Net Inc. will not issue any forms relating to this matter. IDENTIFYING YOURSELF AS AN AFFILIATE You may not make any press release with respect to this Agreement or your participation in the Program. 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 BabyFaces.com, Inc. supports, sponsors, endorses, or contributes money to any charity or other cause). SINGLE ACCOUNT The Affiliate agrees to operate a single Affiliate account. If BabyFaces.com, Inc. should discover, using information it deems appropriate in the circumstances, that the Affiliate is operating more than one Affiliate account, this Agreement shall terminate and the Affiliate will forfeit all rights to commissions and referral bonuses. 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 -creating and posting Product descriptions on your site and linking those descriptions to our 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. 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. WAIVER No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. 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 CUSTOMERS 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. MODIFICATIONS BabyFaces and R U On The Net Inc. have the right, at any time to modify any of the terms and conditions set forth in this Agreement by posting the modifications at: http://www.keynetlinks/BabyFaces/affterms.asp or at another site it chooses, and by notifying the Affiliate of the modification via an email notice sent to the email address on file. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and referral 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 SERVICE AGREEMENT ON OUR SITE OR THROUGH COMMUNICATION CONSISTING OF YOUR EMAIL ON FILE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. Last Updated October 1, 2008