AFFILIATE SERVICE AGREEMENT

This Affiliate Service Agreement (the "Agreement") is made by and between Topanga Ventures, LLC d/b/a delaflowers.com, a Michigan limited liability company ("delaflowers"), and you, as an Affiliate user of the delaflowers.com service ("You", "Your", "Affiliate").

The undersigned Affiliate, by submitting the Affiliate Application and this Affiliate Advertising Agreement (collectively, the "Agreement") to delaflowers, acknowledges that it wishes to become an Affiliate, and in consideration of delaflowers approving Affiliate's Program Application, agrees to be bound by the terms and conditions of this Agreement. This Agreement supersedes and replaces any and all prior agreements entered into by and between delaflowers and Affiliate. Affiliate warrants that all information provided in the Affiliate Application is true and accurate. Affiliate understands that delaflowers has sole discretion over whether to accept or reject Affiliate´s Application, and that this Agreement will not be binding unless Affiliate has been notified of such acceptance.

1. Enrollment in the Program.  To begin the enrollment process, you will submit a complete Program Application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:
   
   
   • promote sexually explicit materials
   • promote violence
   • promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
   • promote illegal activities
   • otherwise violate intellectual property rights
   
   If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.



2. Links on Your Site. Once you have been notified that your site has been accepted into the Program, you may provide on your site one or more of the following types of links to our site:
   
   
   • Product/Service Links: You may select our Product/Service to list on your site. You will display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as defined below) from each product/service reference on your site to the corresponding delaflowers website. Each such link will connect to our web site. You may add or delete the product/service (and related links) from your site at any time without our approval.
   • General Link to delaflowers Home Page: You may provide a general link on your site to our home page at www. delaflowers.com.
   • delaflowers Recommend Link: If your site qualifies (as determined by us in our sole discretion), you may place a delaflowers Recommends link on your site to enable delaflowers to serve recommended content based on your site's specialty or sales history directly to visitors to your site.
   
   We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral fees only with respect to activity on our site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
   
   You acknowledge that, by participating in the Affiliates Program and placing any of the above links within your site, delaflowersmay receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the delaflowersprogram constitutes your specific and unconditional consent to and authorization for delaflowers access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the delaflowers Privacy Notices.



3. Order Processing.  We will process Signup applications placed by prospects that follow Special Links from your site to our site. We reserve the right to reject Signups that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of servicing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track Signups from Qualified Prospects who use Special Links from your site to our site and will make available to you reports summarizing this activity. The form, content, and frequency of the reports may vary from time to time in our discretion.



4. Referral Fees.  We will pay you (in accordance with Sections 5 and 8 below) referral fees on certain Qualified Prospect Signups. For a Signup to be eligible to earn a referral fee, the prospect must click-through a Special Link from your site to our site, Signup to be a delaflowerssupplier and be approved by delaflowers.  You may not Signup to delaflowers during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes Signups for clients or on behalf of clients or Signups to be used by you or your friends, relatives, or Affiliates in any manner. Such Signup may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement. Signups that are eligible to earn referral fees under the rules set forth above are referred to as "Qualified Prospects."
   
   In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access our site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access our site); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (d) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or (f) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.



5. Referral Fee Schedule.  You will earn referral fees based on Qualifying Revenues according to referral fee schedules to be established by us. "Qualifying Revenues" are revenues derived by us from products that are purchased by consumers upon linking to the Web Site directly from your web site, or other approved promotional tools (e.g. emails), utilizing a URL(s) approved by delaflowers and for which delaflowers has delivered the ordered products and received full payment.  "Qualifying Revenues" is defined as the gross sales price of a Qualifying Purchase less taxes, service charge, shipping, relay and handling charges, discounts, gift certificates, promotional offers (e.g., airline miles, points, e-money etc.), credit card processing fees, credits, refunds, rebates and chargebacks. Click here to view the current referral fee schedule.



6. Referral Fee Payment.  We will pay you referral fees on a monthly basis. Approximately 10 business days following the end of each calendar month, we will send you a payment for the referral fees accrued 30 days or more prior to that month, however, if the referral fees payable to you for any calendar month are less than $72.00, we will hold payment until the total amount due is at least $72.00 or (if earlier) until this Agreement is terminated. Regardless of the timing of any payment made by delaflowers to Affiliate hereunder, delaflowers shall be authorized to chargeback any fees paid to Affiliate that specifically relates to (a) Products returned by Qualified Prospects within ninety (90) days from the date of purchase; (ii) refunds or credits issued (for any reason) to Qualified Prospects within ninety (90) days from the date of purchase; or (iii) overpayments to Affiliate, duplicate entries or other clear bona-fide errors. Delaflowers shall deduct the amount of the chargeback from and offset such amounts against any monies owed by delaflowers to Affiliate.



7. Policies and Pricing. Qualified Prospects who Signup to delaflowers through this Program will be deemed to be clients of delaflowers. delaflowersrules, policies, and operating procedures and pricing will apply to those clients and all their delaflowers related activities. We may change our policies and operating procedures at any time. For example, we will determine the fees to be charged for services rendered. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability of any particular fee or service.



8. Identifying Yourself as an Affiliate.  You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that delaflowers supports, sponsors, endorses, or contributes money to any charity or other cause).



9. Limited License. You, the Affiliate, are granted a non-exclusive, limited, revocable right to use the graphic image and text described in Section 8 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Qualified Prospect Signups. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.  You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by this paragraph. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge delaflowers’ ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of delaflowers.



10. Responsibility for Your Site.  You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
    
    
    • the technical operation of your site and all related equipment
    • creating and posting service descriptions on your site and linking those descriptions to our catalog
    • the accuracy and appropriateness of materials posted on your site (including, among other things, all service-related materials)
    • ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
    • ensuring that materials posted on your site are not libelous or otherwise illegal
    • ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.
    
    We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.



11. Term of the Agreement.  The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all delaflowers trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.  You are only eligible to earn referral fees on sales occurring during the term, and fees earned through the date of termination will remain payable only if the related product orders are not cancelled. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.



12. Our Responsibilities. We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our Sites. We will be solely responsible for processing every order placed by a customer following a special Link from your site, for tracking the volume and amount of sales generated by your site, and for providing information to Affiliate sites regarding sales statistics. We will be responsible for order entry, payment.



13. Modification.  We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION 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 ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.



14. Relationship of 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.



15. Disclaimers.  We make no express or implied warranties or representations with respect to the Program or any services sold through the Program (including, without limitation, warranties of fitness, merchantability, no infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.



16. Independent Investigation.  YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.



17. Arbitration.  Each Party hereby agrees to submit to binding arbitration in Detroit, Michigan, all disputes or controversies arising out of or in conjunction with this Agreement in accordance with the commercial arbitration rules of the American Arbitration Association (AAA) then in effect and judgment upon the award shall be final and unappealable and may be entered in any court having jurisdiction thereof. If the AAA does not have an office in Detroit, Michigan, then the arbitration shall be held in an office of the AAA in Oakland County, Michigan and, if none exists, then at an AAA office in Michigan. Nothing contained herein shall, however, be construed to limit or preclude delaflowers from bringing any action in any court of competent jurisdiction for injunctive or other provisional relief as delaflowers may deem to be necessary or appropriate against conduct or threatened conduct by Affiliate. Venue for purposes of any action brought in connection with or arising out of this Agreement shall be conclusively presumed to be in the State of Michigan, County of Oakland and the United States District Court, in and for the Eastern District of Michigan and the Parties hereby irrevocably consent to jurisdiction in said courts.



18. Confidentiality In connection with the business relationship contemplated by this Agreement, each party may receive or have access to commercially valuable technical and non-technical confidential or proprietary information of the other party, including information in whatever form, relating to the business of such party that is not generally known or available to others, including source code and documentation for software, trade secrets, know how, customer lists, pricing strategies, marketing and business plans, information concerning a party´s vendors, and such party´s contemplated plans, strategies and prospects ("Confidential Information"). Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law. If disclosure is required by law, the party required to disclose Confidential Information shall reasonably cooperate with the other party (at the other party´s request and expense) so that the other party may preserve the confidentiality of the Confidential Information to the extent reasonably possible. Notwithstanding the foregoing, Confidential Information shall not include, and neither party will be liable for disclosure of, any information received by the receiving party under this Agreement if the information: (a) is or becomes generally available to or known to the public through no wrongful act of the receiving party; (b) was previously known by the receiving party through no wrongful act of receiving party; (c) was independently developed by the receiving party without reference to the Confidential Information; or (d) was lawfully disclosed to the receiving party by a third party under no obligation of confidentiality to the other party.



19. Licenses and Use of Company Logos and Trademarks. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS AND UNDER THE CONDITIONS PROVIDED FOR HEREIN, TO USE OUR LOGOS, TRADE NAMES, TRADEMARKS, AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF SELLING OUR PRODUCTS ON YOUR SITE FOR THE COMPANY. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY WITHOUT WRITTEN PERMISSION. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS WHILE YOU ARE A MEMBER IN GOOD STANDING OF THE AFFILIATE PROGRAM. You shall not make any specific use of any Licensed Materials for purposes other than selling our products on your site for the Company, without first submitting a sample of such to us and obtaining the prior written consent of your account executive here at the Company. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time, by giving you written notice. You grant to us a non-exclusive license to utilize your names, titles, and logos, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize. This license shall terminate upon the effective date of the expiration or termination of this Agreement.



20. General Provisions.
    
    
    • Representations and Warranties. Each party represents and warrants to the other party that: (i) such party has all necessary right, power and authority to enter into this Agreement and to perform its obligations under this Agreement; and (ii) nothing contained in this Agreement or required by such party´s performance hereunder will place such party in breach of any other contract or agreement to which it is bound or violate any applicable law, including obscenity, privacy and defamation laws and (iii) the performance of this Agreement shall not infringe or violate upon the Intellectual Property or privacy rights of any third party. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER DELAFLOWERS NOR AFFILIATE MAKE, AND EACH SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE DISTRIBUTION MEDIUM, PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, AND NON-INFRINGEMENT.
    
    
    • Jurisdiction and Governing Law. Affiliate consents to the exclusive personal jurisdiction of the state and federal courts located in Michigan and agree that any claim arising out of this agreement shall be brought in accordance with the arbitration provision contained in paragraph 16. The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the State of Michigan without reference to conflict of laws principles.
    
    
    • Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.
    
    
    • Notice. Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to the address of the respective parties as follows. To delaflowers at the address listed on its Web site; to Affiliate at the address set forth in the Affiliate Application.
    
    
    • Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
    
    
    • Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this Agreement. If any provision (or part thereof) of this Agreement is determined by a court of competent jurisdiction as part of a final nonappealable ruling, government action or binding arbitration, to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms.