Terms of service

Introduction

By joining the Affiliates Program at floralartmall.com you will enhance your website and could earn money at the same time.

You will earn set commissions on sales on items that your customers buy when they link from your site. Linking your site to floralartmall.com adds value to your content and encourages repeat visitors.

The Process

1) Read the operating agreement, complete the application form, and submit it.

2) You will be accepted as an affiliate automatically and we will send you an email with your affiliate ID number and password, and the path to the webpages create the links to our products.

3) Create and place the links, either text, banner or both on your site to the appropriate links

4) We track sales and calculate commissions generated by visitors to your site who buy from floralartmall.com and floraldesignmagazine.com

5) We will send you a commission cheque each quarter.

Operating Agreement

1) Becoming an Affiliate

Once you have submitted a completed Affiliates Program Application to our Web site, your application is automatic. However your affiliate status may be accepted or rejected by us, in our sole discretion. Reasons for rejecting an affiliate include, without limitation, if your site promotes sexually explicit materials, violence, or unlawful activities; is in violation of intellectual property rights; or fosters discrimination by race, gender, religion, nationality, disability, sexual orientation, or age. As provided in section 7 of this Agreement, we may terminate this Agreement with you at any time, with or without cause, through written notice to you. Submission by you of the Affiliates Program Application form constitutes your acceptance of all terms and conditions of this agreement.

Currently, the products offered at floralartmall.com are a magazine and CDs. The product offering, and referral fee schedule are subject to change by us at any time, upon notice by electronic mail to you. As new products are added, we may allow you to offer such products for sale pursuant to the Affiliates Program. All products added by us as being offered by Affiliates, and which we authorize you to sell, are hereinafter sometimes referred to as "Products".

2) Creating Links to Our Site

Once your application submitted, you will receive an email with your Affiliate ID number and password. The Affiliate ID number is to be kept confidential by you at all times, is not to be used by anyone other than you (as an Affiliate), and will be needed by you to set up the textual or graphical image links to floralartmall.com.

We will make available to you several graphical images that you may display somewhere on your site .The methods of linking to our products are subject to change by us, on notice to you, but are currently as in the banners and links sections of your affiliate pages

Terms Relating to Links:

You agree that you will display on your Web site only those textual and graphical images that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this agreement. All Affiliate Web sites shall display such images prominently in relevant sections of their Web site. All links may be modified and/or expanded from time to time throughout the term of this agreement upon your receipt from us of revised versions.

3) Referral Fees

All amounts referred to in this agreement are in American dollars.

How You Earn Referral Fees:

You will earn a commissionl fee on any Product that is purchased, shipped and paid for in full by a customer who followed a floralartmall.com or floraldesignmagazine.com link from your Web site to ours. Commission fees are payable only where your link has been properly formatted, following our instructions and examples, such that the link includes the Affiliate Web site's assigned unique Affiliate ID number and floralartmall.com can accurately track visitor visits and sales. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special formatted links, and instructions for setting up such links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes the link formats provided by floralartmall.com. You will only earn commission fees with respect to activity on our site occurring directly through properly formatted links. floralartmall.com shall have no liability for any failure to properly establish links or for any reduction of commission fees that may result therefrom. You will not receive commissionl fees on any purchase that a customer makes after re-entering thefloralartmall.com or floraldesignmagazine.com web site other than through a properly formatted link from your Web site, even if that customer previously linked into our Web site from yours.

Your Commission Fee Schedule:

The floralartmall.com Affiliates Program pays you commission fees based on the net purchase price received by us, less any coupons or other discounts applied, for all Products sold directly by us from your Web site within each calendar quarter. Fees are not paid on amounts collected for sales taxes, gift-wrapping, shipping, handling, and similar charges, credit card fraud and bad debt, and credits for returned goods.

You will earn the amount as stated for each product line, in the information section for that product in the affiiates sections. Please note these do change from country currency to currency due to exchange rates.

Payments Made Quarterly:

Approximately 30 days following the end of each calendar quarter, we will send you a cheque for your earned commissionl fees (less applicable taxes, if any). If your fees total less than $US100.00 in any calendar quarter, they will be accrued until the total is at least $100.00 or until this agreement is terminated, whichever is earlier.

If a customer returns a product that has already generated a referral fee, we will deduct that fee from your next quarterly payment. If no subsequent payment to you is made, you will reimburse us the amount previously paid to you.

4) Customers

Handling Customer Orders:

All orders placed by customers who link from your site to floralartmall.com or floraldesignmagazine.com or any of our other websites, will be processed by us. We will prepare each order; process payments, cancellations, and returns; handle shipping; and service customers. Any order not complying with our requirements may be rejected. To ensure that every purchase from your site is accounted for, your links into our websites must be formatted to our specifications.

Customers Subject to Our Policies:

Any customers who purchase through your Web site will be subject to floralartmall's customer service policies and operating procedures. We reserve the right to alter these at our discretion, including without limitation, the pricing of all Products.

As our prices may vary from time to time, you may not include pricing information in your listings. While we will use every reasonable effort to ensure accurate information, we cannot guarantee the accuracy of information, including price, or availability.

5) Affiliate Responsibilities

Compliance with this Agreement:

We have the right at any and all times to check your Web site to determine if you are in compliance with the terms of this agreement.

Upkeep of Your Site:

The development, technical operation, and ongoing maintenance of your Web site remain your sole responsibility. You are also responsible for creating, posting, and maintaining links to our catalogue, and ensuring that materials posted on your Web site are not libelous or in violation of any third party's copyrights, trademarks, privacy, or other personal or proprietary rights. You hereby indemnify and hold us harmless from all claims, damages, and expenses related in any way to your Web site.

6) Name and Trademark Licenses

Licenses:

This agreement includes our grant to you of non-exclusive, non-transferable, revocable licenses to (i) access our Web site through the links established, strictly in accordance with the terms of this agreement and (ii) use those designs, trade names, trademarks, and similar identifying material relating to us which we authorize you to use (collectively, the 'Licensed Marks'), for the sole purpose of selling authorized Products from your Web site forfloralartmall.com strictly in accordance with the terms of this agreement. You may not alter, modify, or change the Licensed Marks in any way. We may alter, modify or change the Licensed Marks, in our sole discretion, upon notice to you.

Restrictions on Use:

You shall not anywhere make any specific use of any Licensed Marks, without first submitting a sample of such to us and obtaining the prior written consent of floralartmall.com, which may be unreasonably withheld. You agree not to use the Licensed Marks in any manner that is disparaging, portrays us in a negative light, or otherwise harms the good name and reputation of floralartmall.com. All other rights in the Licensed Marks are reserved. We may revoke your licenses at any time, by giving you written notice.

License by Affiliate:

This agreement also includes your grant to us of a non-exclusive license to use your names, slogans, and logos, as the same may be amended from time to time (the "Trademarks"), to advertise and promote, in any manner, your membership in the Affiliates Program; provided, however, that we shall not be required to advertise and/or promote you or the Trademarks. Your license to us shall terminate upon the effective date of the expiration or termination of this agreement.

7) Term of this Agreement

Once we accept your Application into the Affiliates Program, this agreement will be in effect. It may be terminated at any time by either you or us, with or without cause, through written notice. You will be eligible to earn commissionl fees only on sales generated during the term of this agreement. Your final payment may be withheld until such time as we can ensure you are paid the correct amount.

8) Modification

We reserve the right to modify any of the terms and conditions contained in this agreement, at any time, in our sole discretion. You will be notified by email and a notice will be posted on our affiliate site. Modifications may include, but are not limited to, Products, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliates Program rules. If you find any modification unacceptable, your only recourse is to terminate this agreement, and cease to participate in the Affiliates Program. Your continued participation in the Affiliates Program following our posting of a change notice or new agreement on our Web site will constitute binding acceptance of the change.

9) Relationship of Parties

Each party to this agreement is an independent contractor, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Web site or otherwise, that would contradict anything in this agreement.

10) General Terms and Conditions

Assignment and Waiver:

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, inure to the benefit of, 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.

Disclaimers:

We make no express or implied warranties or representations with respect to the Affiliates Program or any Products sold through the Affiliates Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of performance, dealing, or trade usage). In addition, we make no representation that the Web site will operate, or that operation of our Web site will be uninterrupted or error free, and we will not be liable for the consequences of any of the foregoing.

Affiliate's Representations:

You hereby represent and warrant to us as follows: (i) This agreement constitutes a legal, valid, and binding obligation on your part, enforceable against you in accordance with its terms. (ii) You have the absolute right and authority to grant to us the license to use the Trademarks in the manner contemplated in this agreement, and such grant does not and will not breach or conflict with any agreement or other instrument applicable to you, or infringe upon any proprietary right of any other person or entity. (iii) There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any Affiliates of yours, with respect to the execution, delivery or consummation of this agreement, or with respect to the Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

Confidentiality:

Except as otherwise provided in this agreement or with the consent of the other party hereto, we both agree that all information including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be disclosed to third parties, or utilized, directly or indirectly, by such party for its own business purposes (except as contemplated by this agreement) 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 Affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to an order issued by any court or administrative agency, (b) to its accountants, lawyers, or other professional advisors on a confidential basis, and (c) otherwise as required by applicable law.

Limitation of Liability:

We will not for any reason whatsoever be liable for any direct, indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this agreement or the Affiliates Program, even if we have been advised of the possibility of such damages. Without limiting the generality of the foregoing, our aggregate liability will not for any reason whatsoever exceed the total commission fees paid or payable to you under this agreement.

Indemnification:

You hereby agree to indemnify and hold harmless floralartmall.com, and its' subsidiaries and Affiliates, 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 solicitor's 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 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 not provided by us.

Independent Investigation:

You acknowledge that you have read this agreement, understand it in its entirety, and agree to all of 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 and this Web site. You have independently evaluated the desirability of participating in the Affiliates Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

Notices:

Notices permitted or required to be given under this agreement may be sent from floralartmall.com to Applicants and Affiliates by electronic mail, at the e-mail address provided on the Affiliates Program Application or such revised address provided by the Affiliate to floralartmall.comand recorded in floralartmall.coms' records. floralartmall.com shall have no liability with respect to any failure by you, or us, or any other party in regards to receipt of e-mail notices, including to the extent that such failure may result in any reduction of referral fees which would otherwise be paid to you pursuant to this Agreement.

Governing Law:

This agreement will be governed by the laws of New Zealand without reference to rules governing choice of laws. Any action relating to this agreement must be brought in New Zealand and you irrevocably consent to the jurisdiction of such courts.