HarperCollins e-Commerce

HarperCollins Christian Publishing Affiliate Program Terms and Conditions

Our “Affiliate Program” which includes our ChurchSource, FaithGateway, StudyGateway, and Bible Gateway brands, are professionally managed by Awin (formerly ShareASale) through the Awin 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 Awin’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 Awin 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 Awin Affiliate Network for the purpose of (i) allowing affiliates to advertise and promote HarperCollins' products on their web-sites by and through Awin, (ii) establishing links from affiliates' sites to the HarperCollins' websites, ChurchSource.com, FaithGateway.com, StudyGateway.com, BibleGateway.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 Awin, desire Awin 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 Awin 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 Awin’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, 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 Awin 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 Awin 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 Awin 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 Awin. 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 Awin 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 Awin 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 Awin 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. Awin (formerly ShareASale) handles and is solely responsible for any and all commission payments. Please visit www.awin.com or 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 Awin 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 Awin 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 Awin 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 Awin.