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Affiliate Program Agreement & Affiliate Partner Program Agreement

THIS AFFILIATE AGREEMENT ( "Agreement") contains the terms and conditions applicable to an individual's or an organization's participation in any Festival Network Online Affiliate Program ("AP") and is made and entered into by and between such individual or organization and Festival Network Online (FestivalNet).  As used in this Agreement: "we", "us" or "our" refers to Festival Network Online; "you" or "your" or "participant" refers to the "AP" Affiliate; "our web site" refers to the Festival Network Online web site, festivalnet.com; "your web site" refers to the World Wide Web site or e-mail message from which you will link to our web site; and "dollars" or "$" shall mean United States dollars.

1.   ENROLLMENT:
After receiving your e-mail notification and Affiliate Number ("AN"), you are accepted into the "AP". We reserve the right to cancel your participation if your web site contains material that we, in our sole discretion, deem objectionable, or is not, in our opinion, consistent with the high standards of quality associated with Festival Network Online and the services that we offer our customers. You will be responsible for any expenses you may incur in connection with your participation in the "AP".

2.   LINKING TO OUR SITE and TRACKING:
We will provide you with a unique URL (the "Tracking URL") containing your "AN", which you will use on your web site or in e-mail messages to permit users to link to our web site. We will also provide you with the URL from which you may link a graphic image. We will track individual users who access our site through the Tracking URL by loading your Affiliate Number into each Referral's browser by means of a cookie. We will be unable (and will have no obligation) to track Referrals who refuse the use of cookies, whose browsers do not support cookies, whose cookies are unusable (such as if the cookie file is edited or deleted), or who join FestivalNet using a browser that does not have the cookie containing your "AN". If we receive Referrals for the same user from multiple Participants, the first Participant from whom we receive a Referral will be credited. Each cookie set by way of the Tracking URL will automatically expire one year from the date it was set. Orders from a Referral any time during the one year period will be credited to your "AN". It is your responsibility to ensure that your Tracking URL is used on your web pages and in e-mail messages.

3.   RESPONSIBILITY FOR WEB SITE AND E-MAIL MESSAGES:
You are solely responsible for all content and activities relating to your web site or e-mail messages sent containing your Tracking URL. We do not condone e-mail "spamming" and will cancel your participation in the "AP" if you participate in this activity.

4.   TRADEMARK LICENSE:
You agree to display the FestivalNet logo (the "Logo") on the home page, or other pages of your web site, or in e-mail messages, and we hereby grant you a non-exclusive license to use the Logo in such manner and to otherwise display the Logo and the FestivalNet trademark and name. We may terminate the foregoing license if, in our sole discretion, your use of our name or logo does not conform to our standards. You agree that title to and ownership of our name and logo shall remain with us at all times. You shall use these exactly in the form provided by us to you. You shall not take any action inconsistent with our ownership of or goodwill associated with our name and logo. You agree that any benefits and goodwill arising from your use of our name and logo shall inure solely to our benefit.

5.   AFFILIATE FEES:
For so long as you are a Participant in the "AP", we will pay you the applicable fees, based on the terms of your program, for Referral orders from you. Affiliate Fees shall be paid quarterly by us within thirty (30) days following the end of the quarter in which the "AP" Participant had Referral orders. All payments will be in US dollars and drawn on a US bank.

6.   AGREEMENT CANCELLATION:
Either party may cancel or terminate this Agreement at any time and for any reason by written notice to the other party. Upon termination, all licenses hereunder shall terminate and you shall discontinue any and all uses of the FestivalNet Logo and name and Tracking URL.

7.   AGREEMENT MODIFICATIONS:
We may modify any of the terms of this Agreement (including and without limitation, the Affiliate Fee amount) by providing written notice and/or posting notice on the FestivalNet web site (http://festivalnet.com). You agree to visit said web site at least twice per year for as long as you participate in the "AP". Your continued participation in the "AP" after any such notice shall be deemed acceptance of the revised terms.

8.   WARRANTY DISCLAIMER:
WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH REGARD TO OUR SERVICES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, OR ARISING OUT OF THE COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE DO NOT WARRANT THAT OUR WEB SITE OR SERVICES WILL BE ERROR FREE, FUNCTION WITHOUT INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED. If as a matter of law we may not disclaim any such warranty, the scope and duration shall be the minimum permissible under applicable law.

9.   INDEMNIFICATION:
We shall indemnify and hold harmless the "AP" Participant against all claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees, which the Participant may incur as a result of any claims relating to the infringement by our name or logo or content of any third party copyright, trademark, trade secret or other proprietary right, of use of or access to our web site or any services provided by or through us.

10.   LIMITATIONS ON LIABILITY:
WE WILL HAVE NO LIABILITY OF ANY SORT ARISING FROM ANY INTERRUPTIONS TO OR ERRORS IN OUR SITE OR SERVICES. WE SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE "AP", EVEN IF WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. FURTHER, OUR AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE "AP" SHALL IN NO EVENT EXCEED THE TOTAL AFFILIATE FEES PAID OR PAYABLE BY US TO YOU UNDER THIS AGREEMENT.

11.   ACCEPTANCE OF THE TERMS and NONEXCLUSIVITY:
By posting your Tracking URL and "AN" on a web site or in an e-mail message you signify your acceptance of the terms of the "AP" Agreement and acknowledge that you have read and reviewed this Agreement in its entirety and agree to all its terms and conditions. This is a nonexclusive arrangement, and nothing in this Agreement will be construed to prevent either party from entering into agreements with third parties that are similar to this Agreement.

12.   GENERAL PROVISIONS:

     12.1 Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of North Carolina as if applied to an agreement made, entered into and performed entirely in the State of North Carolina. Both parties hereby submit to the personal jurisdiction of the Federal and State courts located in Buncombe County, North Carolina and further agree that any cause of action arising under this Agreement shall be brought in such courts.

     12.2 Severability. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.

     12.3 Independent Contractors. These parties are operating as independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. You shall make no warranties or representations on our behalf.

     12.4 Notice. Any notices hereunder shall be given to Festival Network Online at P.O. Box 18839, Asheville, NC 28814. Notices to you will be at the address specified upon your enrolling, or at such other address as each party shall specify in writing from time-to-time. Notice shall be deemed given: upon personal delivery; if sent by fax or e-mail, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, 5 days after the date of mailing.

     12.5 Entire Agreement; Waiver. This Agreement sets forth the entire understanding and agreement of the parties, and supersedes any and all oral or written agreements or understanding between the parties, as to the subject matter hereof. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.