The Foyer

HarperCollins Christian Publishing Affiliate Program Terms and
Conditions



Our “Affiliate Program” which includes our ChurchSource,
FaithGateway, StudyGateway, Bible Gateway, and HarperCollins Leadership Essentials brands, are professionally
managed by Shareasale.com, Inc. (“Share-a-Sale”) through the "Share-a-Sale
Affiliate Network." These “Terms and Conditions” apply to the Affiliate Program
of HarperCollins Christian Publishing, are binding between the individual submitting the merchant
link sign-up request or the entity on whose behalf the sign-up request is being
submitted ("you" and "your") and HarperCollins Christian Publishing ("HarperCollins," “we” and “our”)
and shall be effective upon Share-a-Sale’s acceptance of your merchant link
sign-up request and your linking and/or participation in our Affiliate Program.



Please read these Terms and Conditions carefully
before submitting your merchant link sign-up request to Share-a-sale. By
selecting HarperCollins as a merchant in the Share-a-Sale Affiliate Network,
you certify that you have read, accept and agree to the Terms and Conditions set
forth herein.



RECITALS



WHEREAS, HarperCollins is a merchant in the
Share-a-Sale Affiliate Network for the purpose of (i) allowing affiliates to
advertise and promote HarperCollins' products on their web-sites by and through
Share-a-Sale, (ii) establishing links from affiliates' sites to the
HarperCollins' websites, ChurchSource.com, FaithGateway.com, StudyGateway.com, BibleGateway.com, HCLeadershipEssentials.com, and such
other web-sites owned and/or operated by us (“Our Sites”) for the purpose of
allowing users of affiliate sites to purchase products from HarperCollins; and




WHEREAS, you, as an affiliate of HarperCollins through
Share-a-Sale, desire Share-a-Sale to provide you links to Our Sites to
participate in the Affiliate Program and to advertise and promote
HarperCollins' products on your web-site and to allow users of your site to
link to Our Sites for the purpose of purchasing HarperCollins’ products, among
other things;



NOW, THEREFORE, in consideration of the covenants and
premises contained herein, the parties agree as follows:




1. Incorporation of Preamble and Recitals



The above preamble and recitals are incorporated by
reference in, and made part of, these Terms and Conditions.




2. Linking and Participation in the Affiliate Program



To link to and participate in the HarperCollins
Affiliate Program, you must be registered as an affiliate with Share-a-Sale and
request to be linked to the merchant, HarperCollins. Your registration request
may be rejected for any reason or for no reason at HarperCollins’ or
Share-a-Sale’s sole discretion. Your request will be rejected if it is
determined that your site includes anything that is unlawful, harmful,
threatening, defamatory, obscene, harassing, discriminatory, or otherwise
objectionable. Sites focusing on the distribution of coupons will not be accepted into the program unless special provisions are made on a per-URL basis. In addition, PPC bidding is completely restricted within our program.



3. Search Guidelines



You shall not purchase search engine keywords, domain
names, or other identifying search terms that are similar or confusing to
trademarks owned by HarperCollins, its licensors or affiliates, including any
variations and misspellings thereof for use in any search engine, portal,
sponsored advertising service or other search or referral service. By way of
example and not limitation, this policy prohibits you from:




a. Bidding on HarperCollins' Trademarks: For example,
"ChurchSource", "ChurchSource.com" and any keyword string that includes these
terms. Trademark + term including Trademark + Coupons terms is not allowed.



In specific, these are the trademarked keywords and variations that
you are not allowed to bid on: ChurchSource, Church Source, ChurchSource.com, FaithGateway, Faith Gateway, FaithGateway.com, Devotionals Daily, DevotionalsDaily, DevotionalsDaily.com, HarperCollins Leadership Essentials, HarperCollinsLeadershipEssentials, HCLE, HCLeadershipEssentials, HC Leadership Essentials, HCLeadershipEssentials.com, StudyGateway, Study Gateway, StudyGateway.com, Bible Gateway, BibleGateway, BibleGateway.com, etc.




b. Bidding on Variations of HarperCollins Trademarks:
For example, "churchsources.com", “www.churchSource.com",
"wwwchurchsource.com", etc.



c. Purchasing domain names based on HarperCollins’
trademarks or variations of those trademarks: for example "ChurchesSourced.com",
"ChurchSourse.com", etc.



Affiliates found in violation of this policy may be
immediately terminated from the Affiliate Program and/or the Share-a-Sale
Affiliate Network with forfeiture of any commissions due to you as of the date
any such keywords or domain names were purchased.




4. Spy-Ware



You agree not to participate in spy-ware, ad-ware or
parasite-ware techniques for driving traffic. We reserve the right to research
and investigate affiliates and their activities and, at our own discretion,
determine whether or not these practices are in place. Affiliates found in
violation of this policy will be immediately terminated from the Affiliate
Program with any unpaid commissions forfeited.



5. Links



As an affiliate, HarperCollins will make available to
you, via the Share-a-Sale web-site, a variety of graphic and textual images (the
"Images") that serve to identify your site as a member of the HarperCollins
Affiliate Program and will establish “Links” from your site to Our Sites. You
may, subject to the Terms and Conditions herein, display Links as often and in
as many areas on your site as you desire. You shall cooperate fully with
HarperCollins in establishing and maintaining Links. You may display in your
site only those Images provided to you by HarperCollins via the Share-a-Sale
web-site. HarperCollins may discontinue use of or replace Images at any time and
from time to time in its sole discretion. Upon request, you shall remove any
Image from your site and replace it with a new Image provided by HarperCollins
or Share-a-Sale. Links may be modified or expanded from time to time upon
agreement between you and HarperCollins, however, the banner link code cannot at
any time be modified by the affiliate, doing so will not allow proper reporting
of traffic sent through such banner link code. You agree that each Link
connecting users of your site to any of Our Sites will in no way alter the look,
feel, or functionality of Our Sites. HarperCollins and/or Share-a-Sale may
monitor your site at any time to determine if you are in compliance with these
Terms and Conditions.



6. HarperCollins' Obligations



HarperCollins shall provide information to
Share-a-Sale necessary to allow you to make appropriate Links from your site to
Our Sites.



7. Affiliate's Obligations



a. You agree to be solely responsible for the
development, operation and maintenance of your site and for all materials that
appear on your site, including, without limitation: the technical operation of
your site and all related equipment; the accuracy and appropriateness of
materials posted on your site; ensuring that materials posted on your site do
not violate or infringe upon the rights of any third party (including, but not
limited to, copyrights, trademarks, privacy, or other personal or proprietary
rights); ensuring that materials posted on your site are not libelous,
defamatory, misleading, false or deceptive or otherwise illegal; and ensuring
that your site and your business practices do not include any of the prohibited
activities outlined herein.



b. You agree to keep your application with the
Share-a-Sale Affiliate Network updated with current and accurate information
and, at all times, list the web-sites you are using to drive traffic to Our
Sites.



c. You agree to pay and be solely responsible for all
costs and expenses you may incur in connection with the Affiliate Program and/or
your performance under these Terms and Conditions.



d. HarperCollins is not obligated to make any
representations, warranties or other statements concerning you, your site, any
of your products or services, or your site policies.



8. Commission Payment



HarperCollins is neither responsible nor liable for
any type of commission payments to you. Share-a-Sale handles and is solely
responsible for any and all commission payments. Please visit www.Shareasale.com
for more information regarding commission payment and timing of payments.




9. Policies and Pricing



a. Users who buy HarperCollins' products through the
HarperCollins Affiliate Program are customers of HarperCollins. Accordingly, all
of HarperCollins' policies (including prices and pricing policies), and
operating procedures concerning customer orders, customer service, and product
sales shall apply. HarperCollins may change its policies and operating
procedures at any time. HarperCollins reserves the right to change prices of
products at any time and from time to time. Except as may be permitted by
HarperCollinst, you may not include price information in your product
descriptions.



b. You understand and agree that HarperCollins shall
be the sole owner of any and all data and information HarperCollins (or its
representatives) obtains or gathers from, or in connection with, end users
visiting or transacting business on Our Sites or otherwise transacting business
with HarperCollins, including without limitation, all transaction, usage and
preference data.



10. Publicity



Except for the material made available to you by
Share-a-Sale for your participation in the Affiliate Program, you shall not
create, publish, distribute, or permit any material that makes reference to
HarperCollins or the HarperCollins Affiliate Program without first submitting
such material to HarperCollins and receiving its written consent which may be
granted or withheld at HarperCollins’ sole discretion.




11. Licenses and Use of Logos and Trademarks



a. HarperCollins grants you a limited, non-exclusive,
non-transferable, revocable right to (i) access Our Sites through the Links
solely in accordance with these Terms and Conditions, and (ii) solely in
connection with such Links, to use the BiblicaDirect.com and
InternationalBibleSociety.com trademark and logo and similar identifying
material relating to HarperCollins (but only in the form(s) that they appear on
the HarperCollins Affiliate Program Share-a-Sale web pages) (collectively, the
"Licensed Materials"), for the sole purpose of promoting HarperCollins products
on your site. You may not copy, except as expressly set forth in these Terms and
Conditions, distribute, alter, modify, reverse engineer, or create derivative
works from the Licensed Materials. HarperCollins may revoke your license at any
time by giving you notice. Any goodwill arising out of your use of the Licensed
Materials shall inure to the benefit of HarperCollins only.




b. You shall not make any specific use of any Licensed
Materials for purposes other than promoting HarperCollins products on your
site. You agree not to use the Licensed Materials in a manner that is misleading
or deceptive or disparages HarperCollins, its web-sites, the HarperCollins
Affiliate Program or HarperCollins products or services or that otherwise
portrays HarperCollins, in its sole discretion, in a negative light.
HarperCollins reserves all rights in the Licensed Materials. At no time during
the Term or thereafter will you challenge, or assist others in challenging, the
validity of the HarperCollins Licensed Materials or the registration thereof or
attempt to register any confusingly similar trademarks, service marks, logos,
trade names or domain names. Except for the limited license set forth above in
Subsection (a) of this section, no license or other rights to the Licensed
Materials will be deemed granted to you hereunder or in connection with the
HarperCollins Affiliate Program, by implication, estoppel or otherwise.




c. You grant to HarperCollins a non-exclusive license
to use your names, titles, logos, and trademarks (the "Affiliate Trademarks"),
to advertise, market, promote, and publicize in any manner your participation in
the HarperCollins Affiliate Program and/or to further HarperCollins' rights
hereunder. Notwithstanding, HarperCollins is not obligated to advertise, market,
promote or publicize your participation in our Affiliate Program, the existence,
or any other aspect of the Affiliate Program.



d. The licenses granted hereunder shall run
concurrently with the term of these Terms and Conditions.



12. Prohibition Against Solicitation Activities by New
York State Resident Affiliates



a. If you are a resident of the State of New York, you
agree that as a condition of your participation in the HarperCollins Affiliate
Program, your solicitation activities within the State of New York on behalf of
HarperCollins through Our Sites shall be limited to providing Links on your
web-site to Our Sites. You acknowledge and understand that any further
solicitation or promotional activities by you within New York State is strictly
prohibited and be a material breach of these Terms and Conditions causing
HarperCollins irreparable harm. By way of example and without limitation to the
foregoing, if you are a resident of the State of New York, you further
understand and agree that you are prohibited from engaging in any other
solicitation activities within New York State intended to refer potential
customers to web-sites owned or operated by us, including, but not limited to:
distributing flyers, coupons, newsletters and other printed promotional
materials, or electronic equivalents of such materials; engaging in verbal
solicitation, including in-person referrals or initiating telephone calls; and
sending emails intended to refer customers to us. If you are a resident of the
State of New York and an organization such as club or non-profit group, you
further agree to prominently maintain on your web-site information alerting your
members to the prohibition against solicitation activities in New York State as
described above.



b. If you are a HarperCollins Affiliate residing in
the State of New York, you agree to submit signed certifications (the
“Certifications”), on an annual basis on or before May 31st or such other date
as requested by us, to HarperCollins or such other third party designated by
HarperCollins, stating that you have not engaged in any prohibited solicitation
activities in New York State, as described above, at any time during the
previous year. The Certifications shall include your name and address and, if
you are an organization such as club or non-profit group, the Certifications
shall also contain a statement certifying that you have placed information on
your web-site alerting your members to the herein prohibitions against engaging
in solicitation activities within New York State. Certifications shall be signed
by a person with the authority to enter binding contracts on your behalf and
shall include the name and address of the person signing the Certification.
Certifications shall also contain a confirming statement that the Certifications
and any information submitted with the Certifications are subject to
verification and audit by the New York State Department of Taxation and Finance.



13. Term



These Terms and Conditions shall apply as of the date
your Share-a-Sale merchant link sign-up request is accepted and shall be
effective as long as you continue to participate in the HarperCollins Affiliate
Program or maintain Links to Our Sites on your web-site(s). Either you or
HarperCollins may terminate your participation in the Affiliate Program at any
time, with or without cause, by giving the other party notice of termination
pursuant to section 24.



14. Modification



HarperCollins may modify these Terms and Conditions at
any time in its sole discretion. You will be notified of any replacement of or
changes to these Terms and Conditions via e-mail by a change notice. If you do
not agree to be bound by the Terms and Conditions or any replacement or
modification thereof, you must immediately discontinue your participation in the
Affiliate Program and notify us accordingly. Your continued participation in the
Affiliate Program following any notice of change to these Terms and Conditions
shall constitute your binding acceptance of the same as replaced or modified.



15. Relationship of Parties



You and HarperCollins are independent contractors and
nothing in these Terms and Conditions shall be construed to create any
partnership, joint venture, agency, franchise, sales representative, or
employment relationship between the parties. You have no authority to make or
accept any offers or representations on behalf of HarperCollins. You may not
make any statement, whether on your site or otherwise, that contradicts anything
contained in this section.



16. Disclaimers



HarperCollins makes no express or implied warranties
or representations with respect to the Affiliate Program, Our Sites or any
HarperCollins products or services sold through the Affiliate Program,
including, without limitation, warranties of fitness, merchantability,
non-infringement, or any implied warranties arising out of course of
performance, dealing, or trade usage. HarperCollins makes no representation that
the operation of Our Sites will be uninterrupted or error free and HarperCollins
shall not be liable for the consequences of any interruptions or errors.




17. Representations and Warranties



You hereby represent and warrant that:




a. These Terms and Conditions have been accepted by
you and constitute a legal, valid and binding obligation, enforceable against
you in accordance with the terms herein.



b. These Terms and Conditions and the consummation by
you of the transactions contemplated hereby will not, with or without the giving
of notice, the lapse of time, or both, conflict with or violate (i) any
provision of law, rule, or regulation to which you are subject, (ii) any order,
judgment, or decree applicable to you or binding upon your assets or properties,
(iii) any provision of your by-laws or certificate of incorporation, or (iv) any
agreement or other instrument applicable to you or binding upon your assets or
properties.



c. You are the sole and exclusive owner of the
Affiliate Trademarks and have the right and power to grant licenses to use your
trademarks in the manner contemplated herein and such grant does not and will
not (i) breach, conflict with, or constitute a default under any agreement or
other instrument applicable to you or binding upon your assets or properties, or
(ii) infringe upon any trademark, trade name, service mark, copyright, or other
proprietary right of any other person or entity.




d. No consent, approval, or authorization of, or
exemption by, or filing with, any governmental authority or any third party is
required to be obtained or made by you in connection with the performance of
these Terms and Conditions or the taking by you of any other action contemplated
hereby.



e. There is no pending or, to the best of your
knowledge, threatened claim, action, or proceeding against you, or any affiliate
of yours, with respect to the Affiliate Trademarks, and, to the best of your
knowledge, there is no basis for any such claim, action, or proceeding.




18. Confidentiality



Except as otherwise provided in these Terms and
Conditions or with the consent of the other party hereto, each of the parties
hereto agrees that all information including, without limitation, the herein
terms, business and financial information, customer and vendor lists, and
pricing and sales information, concerning HarperCollins or you, respectively, or
any other affiliate, provided by or on behalf of any of them shall remain
strictly confidential and secret and shall not be utilized, directly or
indirectly, by such party for its own business purposes or for any other purpose
except and solely to the extent that any such information is generally known or
available to the public through a source or sources other than such party hereto
or its affiliates. Notwithstanding the foregoing, each party is hereby
authorized to deliver a copy of any such information (a) to any person pursuant
to a subpoena issued by any court or administrative agency, (b) to its
accountants, attorneys, or other agents on a confidential basis, and (c)
otherwise as required by applicable law, rule, regulation, or legal process
including, without limitation, the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, and the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.



19. Limitation of Liability



HARPERCOLLINS SHALL NOT BE LIABLE FOR DIRECT,
INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR
DATA, ARISING IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE HARPERCOLLINS
AFFILIATE PROGRAM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. YOUR SOLE REMEDY AVAILABLE WITH RESPECT TO THESE TERMS AND CONDITIONS
AND/OR THE HARPERCOLLINS AFFILIATE PROGRAM OR ANY BREACH BY HARPERCOLLINS HEREOF
SHALL BE TO TERMINATE THESE TERMS AND CONDITIONS.




20. Indemnification



You shall indemnify and hold harmless HarperCollins
and its subsidiaries and affiliates, and their directors, officers, employees,
agents, shareholders, partners, members, and other owners, against any and all
claims, actions, demands, liabilities, losses, damages, judgments, settlements,
costs, and expenses (including reasonable attorneys' fees) (any or all of the
foregoing hereinafter referred to as "Losses") insofar as such Losses (or
actions in respect thereof) arise out of or are based on (i) any claim that
HarperCollins' use of the Affiliate Trademarks infringes any trademark, trade
name, service mark, copyright, license, intellectual property, or other
proprietary right of any third party, (ii) any misrepresentation of a
representation or warranty or breach of a covenant and agreement made by you
herein, or (iii) any claim related to your site, including, without limitation,
the content therein.



21. Independent Investigation



YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO THESE
TERMS AND CONDITIONS. YOU UNDERSTAND THAT HARPERCOLLINS MAY AT ANY TIME
(DIRECTLY OR INDIRECTLY) SOLICIT POTENTIAL AFFILIATES ON TERMS THAT MAY DIFFER
FROM THOSE CONTAINED IN THESE TERMS AND CONDITIONS OR OPERATE WEB-SITES THAT ARE
SIMILAR TO OR COMPETE WITH YOUR WEB-SITE. YOU HAVE INDEPENDENTLY EVALUATED THE
DESIRABILITY OF PARTICIPATING IN THE HARPERCOLLINS AFFILIATE PROGRAM AND ARE NOT
RELYING ON ANY REPRESENTATION, GUARANTY OR STATEMENT OTHER THAN AS SET FORTH IN
THESE TERMS AND CONDITIONS.



22. Governing Law



These Terms and Conditions will be governed by the
laws of the United States and the State of Colorado, without reference to rules
governing choice of laws. Any action relating to these Terms and Conditions must
be brought in the federal or state courts located in Colorado Springs or Denver,
Colorado, and you irrevocably consent to the exclusive jurisdiction of such
courts.



23. Miscellaneous



You may not assign these Terms and Conditions, by
operation of law or otherwise, without the prior written consent of
HarperCollins. Subject to that restriction, these Terms and Conditions will be
binding on, inure to the benefit of, and be enforceable against the parties and
their respective successors and assigns. These Terms and Conditions contain the
complete understanding between the parties pertaining to the subject matter
hereof. HarperCollins' failure to enforce strict performance of any provision
of these Terms and Conditions will not constitute a waiver of its right to
subsequently enforce such a provision or any other provision of these Terms and
Conditions. Should any one or more provisions of these Terms and Conditions be
determined illegal or unenforceable by any court of competent jurisdiction, all
other provisions shall remain effective.



24. Notices



All notices from you to us, required under these Terms
and Conditions shall be sent via United States mail, postage prepaid, addressed
as follows:



HarperCollins Christian Publishing

501 Nelson Place

Nashville, TN 37214

Attn: Legal Services



Notices from us to you may be sent via United States
mail, postage prepaid, facsimile, or e-mail using the contact information on
file held by HarperCollins or Share-a-Sale.