EFFECTIVE DATE: FEBRUARY 08, 2007

MEMBERSHIP AGREEMENT

1. LEGAL AGREEMENT.

YOU ARE ENTERING INTO A LEGAL AGREEMENT AND AS SUCH YOU MUST READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, OUR PRIVACY POLICY OR OUR ACCEPTABLE USE POLICY, THEN YOU ARE NOT AUTHORIZED TO ACCESS OR USE THIS SITE FOR ANY PURPOSE AND DO NOT PROVIDE ANY INFORMATION OR USE ANY OF THE SERVICES OF OUR SITE OR PRODUCTS OFFERED.

2. MANDATORY ARBITRATION.

As a member of our site, You understand and agree that all claims, disputes, or controversies between You and MemberSource Media LLC, including but not limited to tort and contract claims, claims based upon any federal, state, or local statute, law, order, ordinance, or regulation, and the issue of arbitration, shall be resolved by final and binding arbitration using the American Arbitration Association's (AAA) Commercial Arbitration Rules (AAA Rules) in effect on the date of initiation of the arbitration, except as to those AAA Rules that conflict with or differ from this Agreement, by one or more arbitrators appointed in accordance with the said rules at a location determined by the arbitrator(s). Any controversy concerning whether a dispute can be arbitrated shall be determined by the arbitrator(s) and not by the court. Judgment upon any award rendered by the arbitrator(s) may be entered by any state or federal court having jurisdiction thereof. This arbitration contract is made pursuant to a transaction in interstate commerce and its interpretation, application, enforcement, and proceedings there under shall be governed by the Federal Arbitration Act, 9 U.S.C. Sec. 1-16 ("FFA"). NEITHER YOU NOR WE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER CONSUMERS OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. Each party voluntarily and knowingly waives any right they have to a jury trial.

3. USER AGREEMENT.

By using this Site, you agree to be bound by, and to comply with, these Membership Terms and Conditions, the posted privacy policy, the acceptable use policy as well as any guidelines or rules posted on the site. As such, the privacy policy, acceptable use policy, guidelines and rules are hereby incorporated by reference into these Terms and Conditions as though fully set forth herein. If, at any time, you do not wish to be bound by these conditions or you are unsatisfied with the site, its content or other legal notices, you agree that your sole and exclusive remedy is to discontinue using this Site.

4. CHANGES TO TERMS AND CONDITIONS AND POLICIES.

We reserve the right, at our sole discretion, to change, modify or otherwise alter the Terms and Conditions, privacy policy, acceptable use policy, rules and guidelines which appear on this site at any time for any reason which change, modification or alteration is effective upon posting on the site without further notice to you. It is your responsibility to review the Terms and Conditions, privacy policy, acceptable use policy, rules and guidelines for changes periodically. Your continued use of the Site following the posting of changes and/or modifications will constitute your acceptance of the revisions and the reasonableness of notice of changes.

5. TERM AND TERMINATION.

ConsumerGain.com at its sole discretion and for any reason or no reason at all may terminate any Members without prior notice for (a) any violation of any provision of this Agreement; (b) aiding in or promoting circumvention of the ConsumerGain.com; (c) acting against the business interests or reputation of ConsumerGain.com; (d) otherwise acting unlawfully in relationship to ConsumerGain.com, the ConsumerGain.com website or the ConsumerGain.com Service; (e) breach of our Spamming Policy; (f) inactivity (defined as the failure to earn any cash in your ConsumerGain.com account) for a continuous six-month period; or (g) any other reason at the discretion of ConsumerGain.com. If your account is terminated by ConsumerGain.com, You may not re-enroll or join under a new account unless formally invited to do so by ConsumerGain.com. You may cancel Your Membership at anytime by using the "Click here to cancel your account" link in the Account section of the ConsumerGain.com website. If you decide to cancel Your membership and later wish to re-enroll, You will be assigned a new account number and You will not receive credit for referrals made using Your previous account. If a Member's account is terminated by ConsumerGain.com, ConsumerGain.com may refuse to honor some or all of the free gifts credited to the terminated Member's account if such gifts were earned in violation, or after violation, of this Agreement or were otherwise unlawfully obtained by the Member. Similarly, ConsumerGain.com will have no obligation to honor a Member for gifts credited to the Member's account that were earned in violation or after violation of this Agreement by any of the Member's direct or extended referrals.

6. ELIGIBILITY & RULES OF MEMBERSHIP.

A. Program enrollment . To the full extent allowed by applicable law, ConsumerGain.com at its sole discretion and for any or no reason may refuse to accept applications for membership.

B. Program Eligibility. To be eligible to become a Member of this site, you must: (i) be an individual at least 18 years of age and reside in the United States; Corporate or other business entities are not eligible to become Members; (ii) have an active email address; (iii) be the only account in your household; Using multiple email or physical addresses will result in termination of the accounts that violate this requirement, resulting in the potential loss of accumulated Credit for which You will not receive any compensation or remuneration. (iv) provide valid contact information including name, postal address, and email address. Members are responsible to promptly update such information should it change. ConsumerGain.com reserves the right to request verification of, and member agrees to be subject to verification of, any of the information provided by member for enrollment with and continued use of the services provided by ConsumerGain.com. You may not impersonate or misrepresent your identity. ConsumerGain.com reserves the right to terminate any account, and associated membership, containing untruthful information. ConsumerGain.com is not responsible for lost payments or communications due to your failure to provide ConsumerGain.com with valid contact information as reasonably necessary; (v) use the membership solely for your own enjoyment and not on behalf of or for the benefit of any third parties. FAILURE TO COMPLY WITH THESE REQUIREMENTS WILL RESULT IN ACCOUNT TERMINATION AND FORFEITURE OF ANY ACCOUNT BALANCE ACCUMULATED.

C. Confidential Information. By using this site, you agree to be responsible for maintaining the confidentiality of your account and for restricting access to your computer. You also agree to be responsible for any and all activities that occur on your account. You must notify us immediately of any unauthorized use or security breach on your account. You agree that we will not be responsible for any loss or damage arising from your failure to comply with your responsibilities and obligations under these Terms and Conditions. You further agree that We are not liable for any loss or damages caused by the disclosure of your password or user name

D. Receipt of Promotions. By signing up for ConsumerGain.com, you are opting-in to receive ConsumerGain.com newsletters and other special offer emails from ConsumerGain.com or any of its partner sites. If you do not wish to receive these emails, you may opt-out at any time, by updating your Account information. Once an update to opt-out has been made to ConsumerGain.com, a request will be sent to the emailing service and may take up to 48 hours to take effect. At this juncture, ConsumerGain.com is not responsible for failure of the emailing service to uphold your request, but will act accordingly to attempt to resolve all issues.

E. Transfer is Prohibited. Members can not transfer accounts. Your password and account are personal to You and are not transferable; You may not allow anyone else to use Your password or account or to receive payments to You; You may not use anyone else's password or account or act to accrue points for anyone else's account; You are responsible for keeping Your password secret. ConsumerGain.com will not be liable for losses that are incurred through the use of Your password by a third party or the disclosure of your password or account.

7. GIFT REDEMPTION STEPS:

Step 1: Choose your gift and submit your email/shipping information.

Please make sure this information is up to date and accurate as this will expedite the redemption process. We automatically send you a Confirmation Email to you to verify that we have your correct email on file; please respond upon receipt.

Step 2: Complete offers from our Best of the Net offer sections.

We constantly strive to find the best advertiser offers on the internet for our members by researching and testing each offer. These hand picked offers are added to our Best of the Net sections. You will find an extensive selection of advertiser's offers to choose from within each of the three Best of the Net offer sections. Just pick and complete a total of six (6) offers to receive your free gift: two (2) from Best of the Net 1 section, two (2) from Best of the Net 2 section, and two (2) from Best of the Net 3 section. We will update your "Account Status" with the total number of completed offers upon notification from the advertiser that you have met their requirements.

Please do not contact any of the advertisers as they will not be able to assist you.
Please be patient as some advertisers take 2-3 weeks to report back to us.

Step 3: Submit your Gift Redemption form.

A redemption link will appear in the status section of your account once you have completed a total of six (6) offers: two (2) from Best of the Net 1 section, two (2) from Best of the Net 2 section, and two (2) from Best of the Net 3 section. The completion of additional offers (more than 2 per section) in any section cannot be transferred as a completed offer to another section. For example, if a member completes 3 sponsor offers in Best of the Net 1 section, the additional offer(s) cannot not be applied to Best of the Net 2 section nor Best of the Net 3 section, or vice versa. Once all six (6) of your sponsor offers has posted to your account, the Redemption link will be available in your account. Please be sure all of the information on you Gift Redemption form is correct before submitting the form. Be sure to also include an attached photocopy of your state issued ID. We do not except photocopies of school ID's, work ID's/badges, passports, citizenship nor naturalization papers. Your state issued ID must also indicate your current address. Once your Redemption Form is received and processed by our Compliance Dept., you will receive your gift in 4-6 weeks.

MemberSource Media reserves the right to pass on shipping and processing fees to You following repeated unsuccessful attempts to deliver Your gift or reward.

8. THIRD PARTY MEMBERSHIP DISCLAIMER.

After completion of any of the advertiser offer(s) you have agreed to become a member of that website. You agree not to hold MemberSource Media liable for any loss or damages of any kind incurred as a result of any such dealings with any advertiser listed on the site. In addition, by becoming a member of such advertiser's site, you agree to the terms and conditions of that website. You must contact that company directly if you wish to cancel such membership.

9. PROHIBITED USER CONDUCT.

B. You are prohibited from using any data, content, and any information provided or used on the site, as well as your use of our site, products and services which will infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any person or entity, including third-parties. You are prohibited from using any data, content or information which contains or promotes any viruses, Trojan horses, worms, time bombs or other computer programming or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the site, data, personal information, software, equipment, servers or content or facilitate or promote hacking or similar conduct. You are prohibited from making any attempt to earn or redeem rewards in a manner inconsistent with this Agreement. Member shall not tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of any part of ConsumerGain.com. Member shall not use robots or scripts with ConsumerGain.com.

C. MEMBERS MAY NOT USE SPAM TO OBTAIN REFERRALS. You may not use unsolicited email, usenet, or message board postings ("SPAM") to gather referrals. (Usenet and message board spam are messages sent or posted which are unrelated to the topic of discussion of the particular news group or message board.) The use of spam to promote the ConsumerGain.com service has strict negative consequences. Not only may ConsumerGain.com terminate the Membership of any Member who in ConsumerGain.com's reasonable opinion has used unsolicited email to gain referrals (a "Spammer"); ConsumerGain.com will also sever the branch of the "referral tree" made up of direct and extended referrals obtained by the Spammer. The branch accounts (those under the Spammer) will not be terminated, but no one above the Spammer on the referral tree will benefit (e.g. receive paid search credits) from them. In addition, You may be subject to state and federal penalties or other legal consequences under applicable law if You send unsolicited email. Our Anti-Spam Policy provides more details and is incorporated into this Agreement. You agree not to make any misrepresentations to any of Your Referrals or potential Referrals with respect to compensation typically received by ConsumerGain.com members or with respect to compensation that potential members are likely to receive, and to fully comply with all applicable laws related to multi-level marketing programs.

D. No benefits are available to members for referrals of advertisers to ConsumerGain.com.

E. Violation by member will result in termination of membership, loss of all accrued points and barring from future participation with the service of ConsumerGain.com. Any decision made by ConsumerGain.com relating to termination of membership in cases of suspected abuse or violation of its rules shall be final and binding.

10. RELATIONSHIP WITH MARKETING ADVERTISERS.

All sponsors listed on this site have not endorsed this promotion, nor are they affiliated or connected with this promotion in anyway. We are not affiliated with any of the listed products. Trademarks, service marks, logos, and/or domain names are the property of their respective owners, who have no association with or make any endorsement of the products or services provided by us. Furthermore, participating advertisers are independent third parties and we are not acting as a principal, agent or broker with respect to any advertisers.

11. CREDIT CARD OFFERS AND FREE GIFTS.

A. If you are accepted by ConsumerGain.com as a Member of the ConsumerGain.com Service and meet all the requirements provided in this Agreement You may earn free gifts for fulfilling offers you have selected if and only if you have complied with the steps outlined in our Help section.

B. There are conditions in order for ConsumerGain.com members to receive free gifts. ConsumerGain.com members must have cookies enabled. ConsumerGain.com members must access the merchant site through ConsumerGain.com. These conditions are mandatory so that the merchant will know that the ConsumerGain.com member used ConsumerGain.com to reach the merchant site.

C. Free gifts awarded to ConsumerGain.com members are subject to changes for returns, cancellations, and other events. ConsumerGain.com can make these changes to ConsumerGain.com member accounts at its sole discretion. If you disagree with the changes made your sole option is to deactivate your ConsumerGain.com account.

D. Member agrees that, in some cases, there may be delay in the crediting of free gifts for promotions of advertisers or partners due to advertiser's or partner's failure to provide necessary information to ConsumerGain.com for such crediting of free gifts. ConsumerGain.com will not be responsible or liable for the delay or failure to credit free gifts in such an event.

(i) In addition, if an advertiser or partner fails to report back a completed offer after three weeks have passed since the offer was initially completed, a member may request that a manual credit be applied to their account for the offer. In such an event, they will be required to submit their completed offer proof within one (1) week to request a manual credit. Thus, please keep all email receipts received by the advertiser for your completed offers. Sufficient proof includes, but is not limited to an email receipt received from the advertiser either confirming proof of a membership or product purchase, a credit card billing statement confirming proof of a membership or product purchase, a letter or email confirmation showing you were approved for a loan and for credit card offers, a copy of a credit card billing statement showing that the member was approved for their card, and activated it by making a balance transfer, cash advance or purchase on the card. MemberSource Media reserves the right to request additional information pertinent to a manual credit request should the initial submission of offer proof be identified as insufficient for any reason. The submission of offer proof does not guarantee that a member will receive a manual credit for their offer. If an affiliate or advertiser has denied a manual credit request, the offer credit will not be applied to the member's account. MemberSource Media will not be held responsible for any offer credit that is denied by an affiliate or an advertiser.

E. ConsumerGain.com does not warranty, guarantee, or insure the quality of any product or service requested from one of the publisher advertised merchants.

F. ConsumerGain.com neither endorses the contents of advertisements or third parties Web sites, nor assumes responsibility or liability for the accuracy of material contained therein, or any infringement of third party intellectual property rights arising there from, or any fraud or other crime facilitated thereby.

G. ConsumerGain.com is not responsible for promotions or additional offers displayed on the Web sites of the advertised merchants.

H. In order for a credit card applicant to be eligible to receive credit for their offer, they must apply for, get approved and activate their credit card by making a purchase, balance transfer or cash advance.

I. New Customers only: Members that sign up for a Sponsor offer (service) they have already been a customer of (whether currently or in the past) will not be considered valid completion of a Sponsor offer and will not receive credit for that Sponsor offer. MemberSource Media reserves the right to remove any credits from a member's account at any time upon receipt of confirmation provided by this sponsor, even if they originally confirmed your eligibility for their offer.

J. Should we be informed by a sponsor that an offer was either not sufficiently completed or was canceled before satisfaction of offer completion, MemberSource Media reserves the right to remove the credit from the member's account. This is including but limiting to a member's early termination of a sponsor offer, multiple completion of a sponsor offer and insufficient qualification for a sponsor offer.

K. Sponsor offer Cancellation: Should a member cancel their account with an advertiser prior to 30 days or prior to making a membership payment/purchase (which ever should occur first), they will not receive credit for this offer. This also applies to any sponsor offer a member may have already received credit for.

L. We reserve the right to refuse crediting a user for offer completion for a variety of reasons, including, but not limited to, lack of appropriate information, improper sign-up method, and/or history of manual credit requests.

M. Members that complete a specific offer more than once, will receive Credit for only one (1) offer. We reserve the right to deduct or remove additional Credit from Your account if You do not comply with all applicable conditions. Violations may result in termination of Membership and the loss of all Credit.

N. Manual credit requests that have been approved by our affiliate and advertisers may not be acknowledged in the Member Account Status. Members will be informed via email that they have been approved for their manual credit requests.

O. Members that return a product or receive a refund for any sponsor offer will not receive credit for their offer, nor can submit a manual credit request for that offer.

12. GIFT REDEMPTION RULES AND POLICIES.

A. Your order will be shipped to the shipping address provided by You in the Shipping Information form. Orders placed are subject to availability and delays set by the United States Postal Service or other shipment service. ConsumerGain.com will make all reasonable attempts to process and ship all due merchandise within a reasonable timeframe as stipulated in the Help section.

B. ConsumerGain.com reserves the right to change free gift requirements for any product offered within ConsumerGain.com at any time.

C. ConsumerGain.com does not warranty, guarantee, or insure the quality of any product ordered through ConsumerGain.com. ConsumerGain.com will make all reasonable efforts to compensate You for merchandise determined dead-on-arrival (DOA), but is subject to terms set by and the cooperation of the vendor through which the product was purchased. ConsumerGain.com claims no liability beyond this.

D. Only One Redemption Per Address/Household. To avoid confusion, "household" is defined as other persons, related or unrelated, residing at the same address. If someone in Your household has already received a gift from this Program, You are not eligible for a gift. You must use the address of Your residence to register for the Program. The address You use to register must be legally recognized by the US Postal Service. No P.O. Boxes. We reserve the right to terminate accounts that violate this requirement, resulting in the potential loss of accumulated Credit for which You will not receive any compensation or remuneration. We may, at Our sole discretion, request a copy of a utility and or phone bill along with a copy of Your driver's license or state issued ID for verification purposes. Also, only one account is allowed per IP address per credit card.

E. Redemption Time Limit. To obtain Your gift incentive, You must submit Your Gift Redemption and Shipping Confirmation Form within 90 days from the date it appeared in Your account. Submission after this time has elapsed does not meet the conditions for eligibility, and MemberSource Media will not be obligated to award the gift or reward. Fulfillment based on a submission after 90 days is at the sole discretion of MemberSource Media.

F. MONITORING YOUR FREE GIFT STATUS. You may view the status of your free gifts in the ConsumerGain.com "Gift Status" section. At this point, the information is not updated in real-time as credits are accrued, but ConsumerGain.com will try to keep the amounts updated in a reasonable fashion. If you have a question about your account balance, click here to contact Support.

G. MemberSource Media reserves the right to substitute any gift or reward with a check of equal or greater value.

H. In the event that a member is denied a manual credit for their last offer to complete the program, MemberSource Media will determine and decide their eligibility to receive a check for less the value of that offer. This does not apply to all members.

13. YOUR RELATIONSHIP WITH ADVERTISERS.

Your relationship with merchants or advertisers whom ConsumerGain.com delivers offers for on both our publisher sites and ConsumerGain.com, including payment for and delivery of related goods or services, entry into and operation of promotions, discounts or contests, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such merchant or advertiser. You agree not to hold ConsumerGain.com liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the content provided by such merchants or advertisers through the Service.

14. DISCLAIMER OF WARRANTIES.

A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (i) YOUR USE OF THE SITE IS AT YOUR SOLE RISK; (ii) THE PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS; (iii) EXCEPT AS EXPRESSLY PROVIDED HEREIN WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT; (iv) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK; (v) YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR FOR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR OPENING ANY EMAIL SENT BY US; (vi) WE MAKE NO WARRANTY WITH RESPECT TO THE ACCURACY, THE RESULTS THAT MAY BE OBTAINED OR THE RELIABILITY OF ANY INFORMATION, CONTENT, SERVICE OR MERCHANDISE PROVIDED OR ADVERTISED THROUGH THE SITE OR THAT THE CONTENT PROVIDED ON THE SITE IS APPLICABLE TO, OR APPROPRIATE FOR USE IN, LOCATIONS OUTSIDE OF THE UNITED STATES ; and (vii) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

B. EXCEPT AS EXPRESSLY STATED HEREIN WE MAKE NO WARRANTY THAT: (i) ANY PRODUCT OR SERVICE WILL MEET YOUR REQUIREMENTS; (ii) ANY PRODUCT OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ANY PRODUCT OR SERVICE WILL BE ACCURATE OR RELIABLE: (iv) THE QUALITY OF ANY PRODUCT, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH ANY PRODUCT OR SERVICE WILL MEET YOUR EXPECTATIONS; OR (v) ANY DEFECTS WILL BE CORRECTED.

15. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT ALLOWED BY LAW, WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTIAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS MEMBERSHIP AGREEMENT, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SERVICE OR PROMOTIONS AVAILABLE THROUGH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CANCEL YOUR MEMBERSHIP.

16. EXCLUSIONS AND LIMITATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, OUR LIABILITY IN SUCH JURISDICTION SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

17. MONITORING SITE USAGE.

You agree that we may electronically monitor the site and disclose any content, records, or electronic communication of any kind (i) to satisfy any legal process or request; (ii) to operate the Site; or (iii) to protect our rights or the rights of the users, sponsors, providers, licensors, or merchants.

18. INDEMNITY.

By using the site you agree to indemnify us and hold us harmless from any and all claims and expenses, including (without limitation) attorney's fees, arising from your use of the site, or your use of the products and services contained thereon, or from any person's use of any ID, membership or password you maintain with any portion of the site, regardless of whether you authorized such use or not. By using the site, products or services, you are hereby agreeing to release us from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against us or our advertisers arising out of or in any way related to such disputes and/or to the products and services.

19. CHOICE OF LAW, VENUE AND JURISDICTION.

This site (excluding third party linked sites) is controlled by MemberSource Media from its offices within the State of California, U.S. of America. It can be accessed from all 50 states as well as from other countries around the world to the extent permitted by site. As each of these places has laws that may differ from California, by accessing this site, both you and MemberSource Media agree that the statues and laws of California shall apply to any actions or claims arising out of or in relation to this Agreement or your use of this site, without regard to conflicts of laws principles thereof. You and MemberSource Media also agree that any legal proceedings shall be conducted in English. MemberSource Media makes no representation that materials on this site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. If the law of your state, or US Territory does not permit your participation in this Service, then you are responsible for complying with such laws and you agree to indemnify MemberSource Media against any action you undertake to use this website. This Agreement shall not be governed by the United Nations Convention on Contracts for the Sale of Goods.

20. GENERAL.

A. If any provision of these Terms and Conditions is held to be invalid or unenforceable, the provision shall be removed (or interpreted, if possible, in a manner as to be enforceable), and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms and Conditions set forth the entire understanding and agreement between us with respect to the subject matter contained herein and supersede any other agreement, proposals and communications, written or oral, between our representatives and you with respect to the subject matter hereof, including any terms and conditions on any of customer's documents or purchase orders.

B. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms and Conditions or your use of the site. Our performance of these Terms and Conditions is subject to existing laws and legal process, and nothing contained herein is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by us with respect to such use.

C. If any part of this Agreement is held to be unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remainder will remain in full force and effect. This Agreement is personal to You and You may not transfer, delegate, or assign this Agreement, your referral network, your ConsumerGain.com account or other benefits you receive as a ConsumerGain.com Member to anyone. Any attempt by You to assign or delegate this Agreement shall be null and void. ConsumerGain.com may assign this Agreement at its sole discretion.

E. To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, ConsumerGain.com has used appropriate industry standard procedures to safeguard the confidentiality of Your personal information, such as firewall, encryption, token authentication, application proxies, monitoring technology, and adaptive analysis of network traffic to track abuse of our network and its data. However, no data transmitted over the Internet can be 100% secure. As a result, while we strive to protect your personal information, ConsumerGain.com cannot guarantee the security of any information that you transmit to us or from our sponsors and You do so at Your own risk.

F. Inaccuracies/Typos/Hacking. MemberSource Media will not be held liable for typos or misstatements contained within the ConsumerGain.com site. Additionally, MemberSource Media is not responsible for misrepresentation of gift incentives available due to illegal interference with ConsumerGain.com. We reserve the right to rectify any typos, errors and descriptions as needed to affirm accurate information. Under no circumstances will MemberSource Media be held liable for misquoted content. MemberSource Media does not award gift incentives with a value that is greater than $500.00. If there is a gift incentive valued at more than $500.00 that appears in affiliation with ConsumerGain.com, it is the result of unauthorized hacking or tampering with the site or an error. MemberSource Media reserves the right to remove any and all reference made to that gift incentive and will thus select another gift incentive valued at $500 in its place.

G. This Agreement constitutes the entire Agreement between You and ConsumerGain.com in connection with general membership in ConsumerGain.com and supersedes all prior agreements between the parties regarding the subject matter contained herein. If any provision of this AGREEMENT is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this AGREEMENT will remain in force. No failure of either party to exercise or enforce any of its rights under this AGREEMENT will act as a waiver of such rights.