CatholicDestination.com, Inc. Affiliate Program Terms and Conditions
By participating in CatholicDestination.com's Affiliate internet marketing program. You agree with the supplemental Program terms and conditions set forth below, established by CatholicDestination.com Inc. ("www.catholicdestination.com"). Capitalized terms used but not defined below have the same meanings as set forth in the Service Agreement. These supplemental terms are in addition to the terms of the Publisher Services Agreement, and, in the event of a direct conflict between the two, these supplemental terms will control. In consideration of participating in the Program, You agree to the following terms:
1) Spam.
Under no circumstances shall You send commercial electronic mail messages as defined in the new Federal spam law, the CAN-SPAM Act of 2003 [the "Act"], with respect to CatholicDestination's Program. For clarification, this does not prohibit You from sending transactional or relationship messages as defined in the Act. CatholicDestination reserves the right to collect, withhold, or cancel any and all compensation related to the content You send via commercial electronic mail messages.
2) Tracking Tags.
The tools, products and creative assets (collectively, "Assets") that are provided to You by CatholicDestination. Valuable information vital to the success of the Program, including information that helps make sure Transactions generated by You are properly attributed to You for Payout calculations. Thus, each of these Assets must be used in their intended manners as instructed by CatholicDestination.com. You agree that You will not corrupt, modify or disable the tracking functionality provided to You related to the Program.
3) Keywords, Pay Per Click advertising, and domain names involving CatholicDestination.com trademark "CatholicDestination.com" and variations thereof.
You shall not purchase search engine keywords or domain names that use CatholicDestination's trademark " CatholicDestination" and/or certain variations and misspellings thereof. You shall not purchase or register keywords, Pay Per Click advertising, AdWords, search terms, domain names, or other identifying terms that include the word "CatholicDestination" or certain variations and misspellings thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. Specifically, this policy prohibits You from:
· Bidding on CatholicDestination's trademark, " CatholicDestination's ", and any keyword string that includes this term. For example, "CatholicDestination gadgets", " CatholicDestination apparel", "CatholicDestination.com computing", " CatholicDestination t-shirts", etc.; and
· Bidding on variations of CatholicDestination's trademark: for example "CatholicDestination", " CatholicDestination.com", www. CatholicDestination.com", "Catholic-Destination", "Catholic Destination", www. CatholicDestination.com", "www.CatholicDestination.com", "Catholic-Destination.com", "www, CatholicDestination.com", " CatholicDestination", "wwwcatholicdestination.com", "catholicdestination", etc.
· Purchasing domain names based on CatholicDestination's trademarks or variations of CatholicDestination's trademark: for example "catholicdestination.com", "catholicdestination.net", "catholicdestination.org", "destinationcatholic.biz", etc.
· Purchasing Pay Per Click advertising containing CatholicDestination's trademarks or variations of CatholicDestination's trademark: for example "catholicdestinationnnn.com", "catdest.com", "destcath.com", "catholicdestinationproducts.com", etc.
If CatholicDestination determines, in its sole discretion, that You have purchased or attempted to purchase "CatholicDestination.com" keywords or domain names, or one of the three cited examples above, then CatholicDestination.com may (without limiting any other remedies available to it) pursue any or all of the following actions:
· Withhold all compensation otherwise payable to You beginning with the date on which You purchased the prohibited trademarked terms;
· Remove You from the CatholicDestination affiliate Program permanently; and/or
· Contact the search engine in which your ad was found to ask that these ads be removed immediately and permanently.
4) Commissions
a. CatholicDestination.com will pay You for each Sale (as defined below) at the rate set forth by CatholicDestination, (as of 10/01/07 being 5% per sale) which may be modified from time to time by CatholicDestination upon prior written notice to You. For purposes of this Agreement, an Sale means (i) a sale of merchandise on CatholicDestination.com to a new or existing customer (ii) We collect full payment for the goods from such customer and the applicable supplier; and (iii) the supplier reports that the goods have been received and have not been returned. In no event shall VMC be responsible for taxes based on your net income or gross receipts.
b. Commissions payable under this Section are subject to offset for (i) amounts We were unable to collect from suppliers as a direct result of the sale to a customer; (ii) Services returned, resulting in a charge back, or otherwise canceled by a customer; (iii) Commissions paid to You in error; and/or (iv) orders for the Services were deemed to be fraudulent.
c. Commission checks will be paid monthly after a 30/45 day period to ensure that the above stated payable offsets have cleared, and after You have reached commission of the current rate (as of 10/01/07 being $50) which may be modified from time to time by CatholicDestination upon prior written notice to You.
5) Indemnification.
a. Each Party shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents (and with respect to your indemnification obligations, suppliers) from and against any and all third- party damages, liabilities, costs and expenses (including reasonable attorney's fees) arising from or relating to such Party's breach of any of its (a) representations or warranties; and (b) with respect to your indemnification of CatholicDestination.com.
b. The Party seeking indemnification (the "Indemnitee") shall promptly notify the indemnifying Party (the "Indemnitor") of any such claim and the Indemnitor shall bear full responsibility for the defense of such claim at its sole cost, provided, however, that (a) the Indemnitor shall keep the Indemnitee informed of, and consult with the Indemnitee in connection with the progress of such litigation or settlement; (b) the Indemnitor shall not have any right, without the Indemnitee's prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed, to settle any such claim; and (c) Indemnitee shall have the right to participate in the defense of a claim with counsel of its choice at its own expense.
c. The indemnifying Party's obligations are conditioned upon the indemnified Party (a) providing the indemnifying Party with prompt written notice of any claim, suit or proceeding for which the indemnified Party is seeking indemnity; and (b) reasonably cooperating with the defense or settlement negotiations, as the case may be, conducted by the indemnifying Party.
d. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 5 ABOVE, EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATION, EXPRESS OR IMPLIED, REGARDING THEIR RESPECTIVE OBLIGATIONS AND OFFERINGS UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTIES ARISING OUT OF THE COURSE OF PERFORMANCE, DEALING OR TRADE USAGE, GUARANTEES, AND CONDITIONS OF ANY KIND, WHETHER INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE.
e. Limitation of Liability. EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE, AND CLAIMS ARISING UNDER SECTION 5, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, OR TO ANY THIRD PARTY, FOR CLAIMS ARISING UNDER THIS AGREEMENT, FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF ANTICIPATED PROFITS OR LOST BUSINESS, WHETHER FORESEEABLE OR UNFORSEEABLE. THE FOREGOING LIMITATIONS SHALL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS.
f. AFFILIATE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT MAY BE MODIFIED BY VMC BY POSTING A NOTICE OF SUCH MODIFICATION ON THE AFFILIATE PORTAL. AFFILIATE'S CONTINUED ACCESS TO THE AFFILIATE PORTAL AND/OR MARKETING OF THE SERVICES SHALL BE AN UNREFUTABLE ACCEPTANCE OF ANY SUCH MODIFICATION. NO OTHER AMENDMENT OR MODIFICATION OF THIS AGREEMENT SHALL BE BINDING UNLESS IT IS SET FORTH IN A WRITING SIGNED BY BOTH PARTIES.
