This Affiliate Agreement ("Agreement") contains the complete terms and conditions that apply to participation in Catholic Music Network Affiliate Program ("Program"). By participating in the Program, you agree to be bound by the terms and conditions of this Agreement as indicated by clicking the "I Accept" link at the bottom of this page.

1. Applying to Become an Affiliate in the Program

To become an Affiliate in the Program, you must submit a completed Affiliate Application via this site. We will evaluate your application and will notify you of our acceptance or rejection of Your Site as an Affiliate. If your application is accepted by us, you will be able to participate as an affiliate ("Affiliate") of the Program. As an Affiliate, you will be permitted to establish links from your Web site ("Your Site") to the Catholic Music Network website (CMN Site). We will provide you with the appropriate URL(s) and images once we accept your application. By establishing links from Your Site to the CMN Site, you will have the opportunity to earn commissions on the sales of CDs and Tapes (Our Products) when consumers follow the links from Your Site to the CMN Site and make a purchase.

We may reject your application if we determine (in our sole discretion) that Your Site is unsuitable for the Program for any reason. If we reject your application, you are welcome to reapply to the Program at any time. You should understand that even if we accept your application, we may later determine (in our sole discretion) that Your Site is unsuitable for the Program, in which case we may terminate this Agreement.

2. Establishing Links from Your Site to the CMN Site

Once you have been notified that Your Site has been accepted into the Program, you may begin establishing links from Your Site to the CMN Site as described in this paragraph. You may create general links that simply link to the CMN Site and/or you may select one or more of Our Products to feature on Your Site. You may change the selection of Our Products featured on Your Site at any time without our approval. You may also link to the Catholic Music Network Internet Radio feeds.

You agree to immediately delete our links and images from Your Site (or any other media under your control) upon our request or upon termination of this Agreement.

You will be responsible for setting up the links connecting Your Site to the CMN Site and for ensuring that the links are in good and working order.

3. Earning Referral Fees for Qualifying Orders

We will pay you referral fees ("Referral Fees") on the sale of Our Products to consumers if (a) the consumer follows a link from Your Site to the CMN Site at the URL designated by us, (b) the consumer purchases Our Products within 30 days of their initial visit using the ordering system on the CMN Site, and (c) the consumer remits full payment for Our Products to us ("Qualifying Orders"). If a Qualifying Order that generates a Referral Fee is returned by the consumer, we will cancel that Referral Fee and deduct the equivalent amount from your next payment.

4. Amount of Referral Fees

We will pay you Referral Fees on Qualifying Orders according to referral fee schedules to be established by us from time to time. We will make the referral fee schedule available to you upon your request. Our current fee schedule is as follows:

For each Qualifying Order, we will pay you One Dollar ($1) for each item purchased (excluding cancellations, duplications, fraudulent orders, returns, refunds, and other non-paying orders).

For example: If a Qualifying Order consists of 3 CDs and 2 Tapes (total 5 items) your Referral Fee would be five dollars (5 items x $1 = $5).

All Referral Fees will be paid by check in United States dollars.

5. Payment of Referral Fees

We will pay you the Referral Fees on a monthly basis. Approximately thirty (30) days following the end of each calendar month, we will send you a check for the Referral Fees earned by you on Qualifying Orders made during the previous calendar month (less any taxes that we are required by law to withhold). However, we reserve the right to withhold any monthly payment that in the aggregate amounts to less than the payment threshold set forth below ("Payment Threshold"), and to continue withholding any monthly payments until the aggregate amount reaches the applicable Payment Threshold or this Agreement terminates (whichever is earlier).

The Payment Threshold is as follows:

$25.00 per month

We will be responsible for tracking Qualifying Orders made through links from Your Site to the CMN Site. We will give you online access to reports containing sales statistics and historic information concerning your Affiliate account by designating a URL and assigning you an Affiliate ID. Our records will be the determinative evidence of the Qualifying Orders that entitle you to the Referral Fees.

6. Policies, Procedures and Pricing of Our Products

Consumers who buy Our Products through this Program (regardless of whether the purchase is made through a link on Your Site to the CMN Site or directly through the CMN Site) will be deemed to be our customers. Accordingly, our rules, policies and operating procedures concerning customer orders, customer service, and product sales will apply to these customers. We may change our rules, policies and operating procedures at any time. For example, we retain sole discretion over the selection of Our Products that are to be sold as part of this Program and may modify this selection at any time at our sole discretion. As another example, we retain sole discretion over the prices to be charged for Our Products that are to be sold as part of this Program in accordance with our own pricing policies and may modify the pricing at any time at our sole discretion. You may not offer any discounts, rebates or premiums that would change the prices of Our Products as designated by us. The prices and availability of Our Products may vary from time to time, and we do not guarantee the prices or availability of any of Our Products.

7. Order Processing

We will be responsible for processing and fulfilling all orders for Our Products placed by customers who follow links from Your Site to the CMN Site as described in this Agreement (including without limitation, preparing order forms, processing payments, shipping Our Products, cancellations and returns, and handling customer service). We reserve the right to reject orders that do not comply with any requirements that we may establish from time to time.

8. Public Statements

You agree that we may identify you or Your Site as an Affiliate of the Program as long as you participate in the Program. We may make this identification orally, in writing or electronically, including without limitation, in press releases, public announcements and promotional materials publicizing, advertising or promoting the Program.

You may not issue any press release or public announcement, distribute any marketing or promotional materials or otherwise make any public communications regarding this Agreement or your participation in the Program without our prior written consent by email or other delivery or except as expressly permitted in Section 9 of this Agreement.

9. Limited License

We grant you a limited, nonexclusive, nontransferable, revocable right during the term of this Agreement to use (a) the graphic image and phrase identified in Section 9 solely for purposes of identifying Your Site as an Affiliate of the Program in accordance with Section 9, (b) Our Promotional Materials described in Section 3 solely for purposes of establishing links between Your Site and the CMN Site in accordance with Section 3, and (c) any other proprietary materials for which we grant you express permission in writing solely for purposes of your participation in the Program in accordance with the terms of such writing (collectively, "Our Proprietary Materials"). You may not alter, modify or change any of Our Proprietary Materials in any way. We reserve all of our rights (including without limitation, our copyright, trademark, patent or other intellectual property rights) in all of Our Proprietary Materials. We may revoke your license at any time by giving you written notice by email or other delivery.

10. Responsibility for Your Site

You will be solely responsible for the development, operation and maintenance of Your Site and all materials that appear on Your Site (including without limitation, the technical operation of Your Site and all related equipment used to operate Your Site; creating, posting and maintaining the links from Your Site to the CMN Site; the accuracy and appropriateness of materials posted on Your Site (e.g., Our Promotional Materials); ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party (e.g., copyrights, trademarks, patents, privacy, publicity or other personal or proprietary rights); ensuring that materials posted on Your Site are not libelous or otherwise illegal).

We specifically disclaim all liability concerning Your Site and all materials that appear on Your Site. You will indemnify and hold us (and our affiliates, subsidiaries, artists and anyone else in any way associated with us, and their directors, officers and employees) harmless from any and all claims, liabilities, damages, costs and expenses (including without limitation, attorneys' fees) relating to the development, operation, maintenance, use, and materials of Your Site.

11. Term and Termination of the Agreement

The term of this Agreement will begin upon our acceptance of your application to become an Affiliate of the Program and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, for any reason, by giving the other party written notice by email or other delivery of termination.

Upon termination of this Agreement for any reason, you will immediately cease any use of, and remove from Your Site, all links to the CMN Site and any of Our Proprietary Materials appearing on Your Site, and you will immediately destroy or return any of Our Proprietary Materials within your possession or control.

You are only eligible to earn Referral Fees on Qualifying Orders that occur during the term of this Agreement, and Referral Fees earned through the effective date of termination will remain payable only if the applicable Qualifying Orders are neither canceled nor returned. We may withhold your final payment for a reasonable time to ensure that the Referral Fees we pay to you exclude any canceled or returned Qualifying Orders.

12. Modifications to this Agreement

We may modify any of the terms and conditions of this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the CMN Site or by sending you a written notice by email or other delivery. Modifications may include (but are not limited to) changes in the scope of available Referral Fees, the amount of the Referral Fees, the payment procedures, and rules of the Programs.

If any modification to this Agreement 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 agreement or our written notice by email or other delivery to you will constitute your binding acceptance of the change.

13. Relationship of the Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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.

14. DISCLAIMERS

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, ANY OF OUR PRODUCTS, OR THE CMN SITE (INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF THE CMN SITE OR ORDERING PAGES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

15. LIMITATION OF LIABILITY

WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR ANY LOSS OF PROFITS, REVENUE, DATA OR SERVICES, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, OUR PRODUCTS OR THE CMN SITE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT, THE PROGRAM, OUR PRODUCTS OR THE CMN SITE WILL IN NO EVENT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

16. Governing Law and Jurisdiction

This Agreement will be governed by the laws of the State of Alabama, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Birmingham, Alabama, and you irrevocably consent to the jurisdiction of such courts.

17. Assignment

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent by email or other delivery, and any attempted assignment in violation of this Agreement shall be null and void. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns

18. Waiver

Our failure to enforce 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.

19. Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between the parties.