This Agreement contains the complete terms and conditions that apply to your participation as an partner in the Parnters Network of Flowers2Thailand.com.

1. Enrollment in the Partner Network:
    
   First, you need to submit a complete Partner Network application. We will evaluate your application and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Partner Network for any reason.
    
   If we reject your application, you are welcome to reapply to the Partner Network at any time.
    
    
2. Prohibited Sites
    
   Prohibited Sites for advertising Flowers2Thailand.com products or services:
    
   • Sites that promote sexually explicit material or violence.
   • Sites that promote discrimination based on race, sex, religion, national origin, or physical disability.
   • Sites that promote illegal activities.
      
      
3. Spam
    
   Partner agrees to not utilize SPAM in promoting Flowers2Thailand.com. This action may result in the immediate suspension or termination of Partner account. Partner will also be in violation of the Flowers2Thailand.com Partner Agreement and subject to legal action and be held liable for any financial loss incurred by Flowers2Thailand.com. Any service interruptions to Flowers2Thailand.com as a result of Partners spamming will be billed to Partner at 200 U.S. dollars per hour until service is restored.
    
    
   For the purpose of this agreement SPAM is defined as emailing ANYONE, in bulk or by single mailing, about Flowers2Thailand.com, who has not specifically requested the information directly from Partner. The ONLY exceptions to this are:
    
   • Mailing to APPROPRIATE OPT-IN mailing lists where the source does the mailing on Partner's behalf. However, use extreme caution when choosing an opt-in mailing list company! Using anything but the most reputable sources could generate spam complaints against Partner resulting in suspension or termination.
   • You may include information on Flowers2Thailand.com in email Acknowledgement Messages for orders and inquiries that you receive so long as it is stated upfront that you will be sending them an acknowledgement.

   Flowers2Thailand.com also considers ANY type of advertisement about Flowers2Thailand.com posted to a Newsgroup or Chat Room to be spam. Violators will be fined at 50 U.S. dollars per incident.
      

4. Maintenance of the Flower Shop will be your responsibility
    
   Proper maintenance of the Flower Shop requires that you update the contents of the Flower Shop as often as you deem necessary, but in no event less than monthly. The availability and price of our products are subject to change based on seasonality.
    
    
5. Our Responsibilities:
    
   We will be responsible for providing all information necessary. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.
    
    
6. Compliance with the Agreement:
    
   We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
    
    
7. Discount Determination:
     
   Only products that are sold by us, shipped to a customer, and for which we have received full payment will qualify for a discount. Discount rates will vary based upon the volume of sales made on previous 6 months:
    
   • Discount rates will begin at Ten Percent (10%) and go up to Fifteen Percent (15%) depending on sales of the partner. Discounts are up to the sole discretion of Flowers2Thailand.com and are eligible to change at any point. Discounts exclude amounts collected by us for sales taxes, duties, gift-wrapping, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods ("Net Sales").
      
      
8. Your Responsibilities:
    
   You are solely responsible for ensuring that reviews, descriptions, and articles on your site comply with applicable copyright and other laws. You must have express permission to use another party’s copyrighted or other proprietary material. We are not responsible for violations.
    
    
9. Policies and Pricing:
   
   We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for flowers sold under the Partner Network in accordance with our own pricing policies. Flower prices and availability may vary from time to time. Because price changes may affect flowers that you already have listed on your site, you should not include price information in your flower descriptions.
    
    
10. Publicity:
     
    You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent, which we agree shall not be unreasonably withheld.
     
     
11. Licenses and Use of the Flowers2Thailand.com Logos and Trademarks:
     
    1. 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 FLOWERS ON YOUR SITE FOR Flowers2Thailand.com 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 PARTNERS NETWORK.
        
    2. You shall not make any specific use of any Licensed Materials for purposes other than selling flowers on your site for Flowers2Thailand.com, without first submitting a sample of such to us and obtaining the prior written consent of your Flowers2Thailand.com, account executive, which shall not be unreasonably withheld. 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.
        
    3. 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 "Partner 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.
        
        
12. Obligations Regarding Your Site:
     
    1. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; creating and posting flowers, descriptions, and references on your site and linking those descriptions to our site; the accuracy and propriety of materials posted on your site (including, but not limited to, all flower-related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not otherwise illegal.
        
    2. We disclaim all liability for all such 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.
        
        
13. Term of the Agreement:
     
    The term of this Agreement will begin upon our acceptance of your Partner Network 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.
     
     
14. Modification:
     
    We may modify any of the terms and conditions contained in this Agreement, at any time in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available discount and Partner Network rules. If any modification is unacceptable to you, your recourse is to terminate this agreement. Your continued participation in the Partner Network following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
     
     
15. Relationship of Parties:
     
    You and Flowers2Thailand.com, 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.
     
16. Disclaimers:
     
    We make no express or implied warranties or representations with respect to the Partner Network or any flowers sold through the Partner Network (including, without limitation, warranties of fitness, merchantability, or any implied warranties arising out of 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.
     
     
17. Representations and Warranties:
    
    You hereby represent and warrant to us as follows:
     

    (a) This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable in accordance with its terms.

    (b)The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions discussed herein will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon you or your assets.
     
    (c) You are the sole and exclusive owner of the Partner Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
     
    (d) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action discussed herein.
     
    (e) There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any partner of yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
     
     

18. Confidentiality:
     
    Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our partners provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its partners.
     
     
19. Limitation of Liability:
     
    We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Partner Network, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Partner Network will not exceed the total commission fees paid or payable to you under this Agreement.
     
     
20. Indemnification:
     
    You hereby agree to indemnify and hold harmless Flowers2Thailand.com, and its subsidiaries and partners, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Partner Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
     
       
21. Independent Investigation:
     
    YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PARTNERS NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
     
      
22. Governing Law:
     
    This Agreement will be governed by the laws of Thailand, 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 Bangkok, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.