MINISTRY PARTNERS ONLINE AFFILIATE PROGAM

AFFILIATE AGREEMENT

1. Opening Paragraph

This Agreement contains the complete terms and conditions of your participation in the Ministry Partners Online Affiliate Program between you (“you”) and Ministry Partners Online, (“we”). Ministry Partners Online owns, operates, and maintains a website with a URL at The Ark (the “website”). This supersedes any other agreement between you and us with respect to any other Signature Website Programs. Please print and keep a copy of this Agreement for your records.

2. Participation in the Program

In order to participate in the Ministry Partners Online Affiliate Program you must first fill out an application and agree to the terms and conditions of this Agreement. In good faith we will assess your application and inform you of your acceptance or rejection. We reserve the right to accept or reject your application for participation in the Ministry Partners Online Affiliate Program at our sole discretion.

3. Linking Your Website to The Ark

Once your application is accepted, we will send an email providing you with an Affiliate Code, user name, password, and instructions on where find the Affiliate Tools that help you in the Ministry Partners Online Affiliate Program. The Affiliate Tools will help you create and use “Links” between your website The Ark. You may create and use as many of these Links as you desire. By using the Affiliate Code in the Links we will be able to track, report and accumulate your referral fees.

The content, style, placement, and maintenance of the Links and the Ministry Partners Online Content on your website are your sole responsibility. You may remove or delete these Links at any time and we reserve the right to have you remove or revise a Link or any Ministry Partners Online Content and you will remove or revise the Link or Ministry Partners Online Content at the time of notice. You may provide on your Site one or more of the following types of Links:

A. Product Link: You may select one or more Products to display and offer on your Site. A "Product" is any product listed on The Ark, including, without limitation, Christian books, bibles, music, videos, gifts, and church supplies items. For each linked Product, you will display on your Site a short description, review or other reference.

B. Category Feature Link: You may link your Site to one or more The Ark Category Feature pages, including without limitation the Home, Books, Bibles, Music, Videos, New Books, New Music, Spanish, Software, Kids, Church Supplies, Accompaniment and Homeschool Category Feature pages.

C. Seasonal Feature Link: You may link your Site to one or more The Ark Seasonal Feature Product Groups like Answers for Life, Dove Award Winners, Wedding and Marriage, Bestsellers, Christian Book Awards, and others created and maintained by The Ark from time to time.

D. Search Box Link: You may provide a The Ark Search box on your Site that will permit your Site visitors to link directly to a page on The Ark that contains the results of their search queries.

4. Modification of this Agreement

We reserve the right, at our sole discretion, to modify and amend this Agreement in any manner at any time by posting a change notice or new agreement on The Ark or by emailing you with a change notice or new agreement to the email address provided during the application. Your continued participation in the Ministry Partners Online Affiliate Program represents your earlier acceptance of the terms of a change notice or new agreement.

5. Intellectual Property Rights

The copyright in the The Ark website, the content of the The Ark website, and software utilized in the The Ark website, all right, title, interest, trademarks, registered trademarks, trade names, product names, corporate names, graphics are owned by us and our suppliers and licensors. All rights in and to such copyrights are reserved to their respective owners except to the extent specifically provided in the Agreement. No license or permission is given to you to use such copyrighted material in any manner.

6. Order Processing

We will process and fulfill all product orders placed by Customers through the Links. All product orders and sales are at the price and subject to such terms and conditions as we determine. We reserve the right to refuse an order for any reason and will have no liability to you for any order so refused. You agree that all users who visit the The Ark website, with or without use of the Links, are customers of Ministry Partners Online and are subject to terms and conditions set by us.

7. Sales Commission

In consideration of you establishing, placing, and maintaining the Links on your website, and of all other obligations and agreements, we will pay to you during the term of the agreement, a fee based on the Net Sales Price. We will pay you a 7% fee based on the Net Selling Price of the Product(s) shipped on an order received from your Site for qualifying products, including but not limited to books, DVD, music, gifts, PC & Video games, some specialty products will earn up to 3% like textbooks, hymnals, etc., some products do not qualify. We will not pay fees for the purchase of gift certificates or other non-merchandise sales. The “Net Selling Price” is the unit price paid for the Order(s) by the Customer not including and less any charges or costs for shipping, handling, returns, gift-wrapping, taxes, service charges, or other charges incurred by the Customer. We will only pay referral fees on such Products after order, payment and shipping have occurred. If the customer returns a Product for which you were paid a fee, your future fees will be reduced based on the fees credited or paid for the returned Product(s).

8. Payment of Sales Commission

In order to qualify for the fee stated above, the Customer must have connected directly to the The Ark website through the use of the Links belonging to an active affiliate code and placed items in their shopping cart and finished the order during the timed browsing session commencing with the Customer’s connection to the The Ark website and terminating upon the expiration of the timed browsing session. If the Customer leaves the The Ark website and returns to the The Ark website during the active affiliate browsing session through the link of another Ministry Partners Online Affiliate Partner, or other referral source tracked by us, the original active affiliate browsing session will end your and no further sales will be credited to you for this Customer. We will make payment to you of all fees due at the end of each calendar quarter. In the event that the fees due are less than Twenty-five ($25.00) Dollars, no payment will be made that quarter and the balance of the fee due will be carried to the next calendar quarter. All checks issued to you for the payment of the fees due will be void if not cashed within sixty (60) days of the date of issue. All such checks will be mailed by us to the address you provided on the Ministry Partners’ Affiliate Application. You are solely responsible for keeping its address information with us current and accurate. In the event that a check is returned to us or otherwise not received by the Affiliate due to inaccurate or non-current address information provided by you or if you fail to cash a check prior to such check becoming void, we will have no obligation to provide a replacement check or otherwise pay the fees. Its at our sole discretion whether to provide a replacement check. We will post information regarding sales generated as a result of product orders placed through the use of the Links in a password protected area of the Ministry Partners Online Affiliate Tools.

9. Policies, Customer Information and Pricing

We can access, receive, store, use and disclose all information about users of your website who connect to the The Ark website or place product orders through the use of the Links, as we see fit. We reserve the right to modify pricing and The Ark website policies at any time without notification. We will have no obligation to share any customer information collected by The Ark, including but not limited to the name, address, e-mail address of the customer, or any Products ordered. In addition, to the extent we share with you any customer information, you shall maintain such information in confidence as Ministry Partners Online’s confidential information.

10. Responsibility for Your Website

You are solely responsible for the ownership, development, operation, and maintenance of your website and materials on your site. You will not develop, maintain or operate your website to copy or resemble the appearance of the The Ark website in any way or as to create the impression that your website is part of the The Ark website or that your website is owned, operated or maintained by us or make it confusingly similar causing your website to appear as a search result of any search engine or for any other reason. We disclaim and will have and assume no liability whatsoever arising from the ownership, development, operation, maintenance, and use of your website. You agree to indemnify and hold us harmless from and against any and all liabilities, damages, losses, costs, and expenses, including, without limitation, attorney's fees, to any third party arising directly or indirectly from the ownership, development, operation, maintenance, and use of your website.

11. Termination

The term of this Agreement will begin upon our acceptance of your Affiliate’s Ministry Partners Online Affiliate Program application and will continue until terminated by either party in accordance with the terms of this Agreement. Either party may terminate this Agreement at any time, with or without cause, upon written notice to the other party as provided. Upon termination of this Agreement, you will immediately remove all Links and other Ministry Partners Online Content from your website and you will be entitled to all fees accruing as of the date of termination provided that the related product orders are not cancelled or the product returned. We may withhold final payment upon termination for a reasonable period of time to ensure that the correct amount is paid.

12. Changes to Our Website

We reserve the right, in our sole discretion, to redesign or modify the organization, structure, "look and feel," navigation, content and any other elements of The Ark.

13. Relationship of the Parties

You and we are independent contractors and nothing in this agreement creates any joint venture, partnership, employee, agency or fiduciary relationship existing between the parties. You will have no right to make or accept any contract, agreement, undertaking, warranty, or representation on behalf of us. You will make no statement on your site or otherwise that would contradict any part of this Agreement.

14. Disclaimer of Warranty, Indemnification & Limitation of Liability

We make no warranty or representation, and hereby disclaims all warranties, expressed or implied, as to the truth, accuracy, completeness, reliability, or currency of any information contained in the The Ark website, in the content of the The Ark website, or in or on any service or product offered for sale through the ministry partners Online Website. We will have no liability to any third party arising from the use of or the content of the The Ark website, the software utilized by the website, and any service or product offered for sale or reference through the website. You agree to indemnify and hold Us harmless for and against any and all liabilities, damages, losses costs, and expenses, including, without limitation, attorney’s fees, to any third party arising directly or indirectly from your use of the The Ark website, the content of the content of the The Ark website, the software utilized by the The Ark website and any service or product offered for sale through the The Ark website.

15. Notices

All notices to you will be sent by email to the email address you provided or mailed to the mailing address, listed during the application process. All notices to Ministry Partners Online shall be sent by email to: MinistryPartners@thinkinnovative.com or by first class mail to: Ministry Partners Online Attn: Affiliate Manager 4280 Piedmont Parkway, Suite 105 Greensboro, NC 27410

16. Governing Law

The The Ark website is created, controlled, owned and operated by Ministry Partners Online in the State of North Carolina. The laws of the State of North Carolina will govern and control this Agreement, the performance of each party under this Agreement, participation in the Ministry Partners Online Affiliate Program, the use of the The Ark website, and the purchase of services and products through the use of the The Ark website. You and We consent to the exclusive personal jurisdiction and subject matter jurisdiction of any of the courts in the State of North Carolina for any purpose or matter pertaining directly or indirectly to this Agreement, the website, Links or anything involving them shall be commenced and maintained only in the State of North Carolina.