This Internet Referral Program Agreement ("Agreement") contains the complete terms and conditions that apply to your participation in the MyFlowerDepot Affiliate Program and the establishment of links from your web site to Flower Depot Inc.’s web site, "www.myflowerdepot.com". You may also be referred to herein as "PARTICIPANT", "you" or "Party".

1. The Affiliate Program: (a) As a PARTICIPANT, we will make available to you (via www.myflowerdepot.com) a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions of this Agreement, you may display as often and in as many areas of your web site as you desire. The Links will serve to identify your site as a PARTICIPANT of our Affiliate Program and will establish a link from your site to www.myflowerdepot.com. You agree that you will display on your Web Site only those graphic or textual images (indicating a Link) that are provided to you by Flower Depot Inc. (b) To commence the process of enrolling as a PARTICIPANT in the Affiliate Program, you will submit an Enrollment Application via our Web Site or as otherwise authorized by Flower Depot Inc. We will evaluate your application and notify you of your acceptance or rejection; which determination shall be in our sole discretion.

2. Term: (a) This Agreement is conditioned upon and will become effective on our acceptance of your Enrollment Application and your acceptance of the terms of this Agreement. Either party may terminate this Agreement at any time, with or without cause by giving the other party notice of termination. The first twelve months following the date this Agreement becomes effective and every twelve months thereafter that this Agreement remains in full force and effect are each a "Term Year". (b) PARTICIPANT is only eligible to earn commissions on sales which are completed during the term of this Agreement, and commissions earned through the date of termination will be payable only if the related purchases are not canceled or returned. Flower Depot Inc. may withhold PARTICIPANT'S final payment for a reasonable time to ensure that the correct amount is paid.

3. Commissions: (a) Commission rate is determined at the time of registration and is subject to change. (b) Flower Depot Inc. will pay you or cause you to be paid, within thirty (30) days after the end of each calendar month in accordance with the above mentioned commission structure provided total commissions due you for such month exceed Twenty-Five Dollars ($25). The check will be for the applicable commission (less any taxes required to be withheld pursuant to applicable law). For any calendar month in which your commissions do not exceed $25, then Flower Depot Inc. shall have the option to pay same or to withhold such payment and add such commissions to the next calendar month for which you are entitled to receive a commission check. Furthermore, you will be given a password which will enable you to receive your sales statistics on a reasonable basis.

4. Legal Compliance: PARTICIPANT shall operate your Web Site and render your services in compliance with all applicable laws and regulations, and PARTICIPANT will be solely responsible for obtaining all required governmental authorizations necessary for its Web Site and the full performance of your services as provided for under this Agreement. PARTICIPANT hereby further represents and warrants that: (a) If a corporation, you are a corporation duly organized and validly existing and in good standing under the laws of the state of your incorporation; (b) you have full power and authority to enter into this Agreement and to perform your obligations hereunder; (c) you have obtained all permits, licenses, and other governmental authorizations and approvals required for your performance under this Agreement; (d) the services to be rendered by PARTICIPANT under this Agreement neither infringes nor violates any patent, copyright, trade secret, trademark, or other proprietary right of any third party; (e) this Agreement has been duly and validly executed and delivered by PARTICIPANT and constitutes your legal, valid and binding obligation, enforceable against PARTICIPANT in accordance with its terms; (f) the execution, delivery and performance by PARTICIPANT of this Agreement, and the consummation by you of the transactions contemplated hereby 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 PARTICIPANT or binding upon its assets or properties; (iii) any provision of PARTICIPANT'S by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to PARTICIPANT or binding upon your assets or properties; (g) PARTICIPANT is the sole and exclusive owner of PARTICIPANT'S Marks, as defined herein, and has the right and power to grant Flower Depot Inc. the license to use PARTICIPANT'S Marks in the manner contemplated herein, and such grant does not and will 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 person or entity; (h) no consent, approval, authorization of, or exemption by, or filing with, any governmental authority or any third parties 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 contemplated hereby; and (i) there is not pending, or to the best of PARTICIPANT'S knowledge, any threatened claim, action, or proceeding against PARTICIPANT, or any affiliate of yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to your Marks, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding.

5. Maintenance: (a) PARTICIPANT shall monitor and periodically test the general availability and operation of your Web Site. PARTICIPANT represents and warrants that its Web Site will perform adequately so that customers will be able to shop for Flower Depot Inc.’s Products. (b) PARTICIPANT is solely responsible for the development, operation and maintenance of its Web Site and for all materials and content that appear on PARTICIPANT'S Web Site. Such responsibilities include, but are not limited to, the technical operation of PARTICIPANT'S Web Site and all related equipment; the accuracy and propriety of all materials and content posted on PARTICIPANT'S site; and ensuring that materials and content posted on your Web Site will not (i) violate any laws, rules or regulations; (ii) violate or infringe upon the rights of any third party including, without limitation, copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (iii) be lewd, pornographic, sexually explicit, or obscene; (iv) violate any laws regarding unfair competition, anti-discrimination or false advertising; (v) promote violence or contain hate speech, (vi) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious program routines; or (vii) be libelous, harmful, threatening, abusive, harassing, defamatory, derogatory or otherwise illegal or objectionable to Flower Depot Inc. (viii) Site will not be a homepage or a personal website created through free webspace offered by 3rd parties. (c) Flower Depot Inc. disclaims all liability for all matters set forth in Section 5 (b). Further, PARTICIPANT will indemnify and hold Flower Depot Inc., its parent company, subsidiaries, affiliates and their respective officers, directors, shareholders and employees free and harmless against and from all claims, damages, losses, liabilities and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of PARTICIPANT'S Web Site. (d) Flower Depot Inc. reserves the right, in its sole discretion, to monitor PARTICIPANT'S Web Site, at any time and from time to time, to ascertain whether PARTICIPANT is in compliance with the terms of this Agreement.

6. Fulfillment: Flower Depot Inc. will fulfill all fully paid orders for Products in accordance with Flower Depot Inc.'s customary business practices. Flower Depot Inc. shall be solely responsible for fulfilling all orders placed by a customer as a direct result of the Links. Flower Depot Inc. Products offered through the Links will be supported by the same favorable warranty and return policy for such Products as offered through other Flower Depot Inc.'s channels. Customers who purchase through the Affiliate Program are deemed to be customers of Flower Depot Inc. Accordingly, all of Flower Depot Inc.'s rules, policies, and operating procedures concerning customer orders, customer service, and use of customer names and information, will apply to those customers.

7. Promotion: Any promotional activities you may wish to engage in that requires the prior written consent of Flower Depot Inc. PARTICIPANT shall not create, publish, distribute, or permit any written material that makes reference to Flower Depot Inc. without first submitting such material to Flower Depot Inc. and receiving written consent thereto.

8. Licenses: (a) Flower Depot Inc. grants to PARTICIPANT a non-exclusive, non-transferable, royalty-free, revocable license to (i) access the Flower Depot Inc. Web Site through the Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use Flower Depot Inc.'s logos, trade name, trademarks, service marks and similar identifying material relating to Flower Depot Inc. (collectively the "Marks"), for the sole purpose of selling Products on your Web Site for Flower Depot Inc. (but only in the form(s) as they appear on Flower Depot Inc.'s Web Site). You may not alter, modify, amend, or change the Marks in any way. You are only entitled to use the Marks to the extent that this Agreement remains in full force and effect. The use of any such Marks requires the prior written approval of Flower Depot Inc. in all instances. (b) PARTICIPANT shall not make any specific use of any Marks of Flower Depot Inc. for purposes other than selling Products on PARTICIPANT'S Web Site for Flower Depot Inc., without first submitting a sample of such proposed use to Flower Depot Inc., and obtaining the prior written consent of Flower Depot Inc.. PARTICIPANT agrees not to use the Marks in any manner that is disparaging or otherwise portrays Flower Depot Inc. in a negative light. Flower Depot Inc. reserves all of its rights in the Marks and all of their other proprietary rights. No right, property, license or interest in any Marks is intended to be given to or acquired by PARTICIPANT by the execution or the performance of this Agreement. Flower Depot Inc. may revoke this license at any time, by giving you written notice. PARTICIPANT may not alter, modify, or change the Marks in any way. (c) All intellectual and proprietary property and information, supplied or developed by Flower Depot Inc. shall be and remain the sole and exclusive property of Flower Depot Inc. Upon termination of this Agreement, PARTICIPANT shall return to Flower Depot Inc. any and all such property and information it received from Flower Depot Inc. and immediately cease use of Flower Depot Inc.'s Marks. Participant agrees not to contest or challenge Flower Depot Inc.'s Marks or to use any confusingly similar marks. (d) PARTICIPANT grants to Flower Depot Inc. a non-exclusive, non-transferable, royalty-free license to access the PARTICIPANT Web Site through the Links; and (ii) use PARTICIPANT'S trade name, titles, logos, trademarks, service marks, products and similar identifying material relating to PARTICIPANT (the "PARTICIPANT'S Marks"), to advertise, market, promote and publicize in any manner this Agreement, the transactions contemplated hereunder or Flower Depot Inc.'s rights hereunder; provided, however, that Flower Depot Inc. shall not be required to advertise, market, promote or publicize, in any manner, this Agreement, the transactions contemplated hereunder, or PARTICIPANT'S Marks.

9. Confidentiality: Pursuant to this Agreement, the Parties may disclose to one another certain information ("Information") which is considered by the disclosing party to be proprietary or confidential information, including, without limitation, the term of this Agreement, business, marketing and financial information, customer and vendor lists, and pricing and sales information. All such Information shall remain the sole property of the disclosing party, and its confidentiality shall be maintained and protected by the receiving party with the same degree of care as the receiving party uses for its own confidential and proprietary Information and the receiving party shall not disclose such Information to any third party without the consent of the disclosing party. The restrictions of the use or disclosure of any Information shall not apply to any information: (i) after it has become generally available to the public without breach of this agreement by the receiving party; (ii) is independently developed by receiving party; (iii) is rightfully in the receiving party's possession prior to disclosure to it by the disclosing party; (iv) is rightfully received by receiving party from a third party without duty of confidentiality; or (v) is disclosed under operation of law or pursuant to legal or regulatory process.

10. LIABILITY: Flower Depot Inc. SHALL NOT HAVE ANY LIABILITY HEREUNDER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT FLOWER DEPOT INC. KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGE MIGHT BE INCURRED. FURTHERMORE, Flower Depot Inc.'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF RECOVERY SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO PARTICIPANT UNDER THIS AGREEMENT.

11. Indemnification: PARTICIPANT agrees to indemnify, defend and hold harmless Flower Depot Inc., its parent company, subsidiaries, affiliates, successors and assigns and their respective officers, directors, shareholders and employees, from and against any and all losses, liabilities, damages, actions, claims, expenses and costs including, without limitation, reasonable attorneys' fees, which result or arise from or are based on (i) the negligence of PARTICIPANT, its agents, servants and/or employees, (ii) PARTICIPANT'S breach of this Agreement or any of the terms hereunder, (iii) any misrepresentation of a representation or warranty, or breach of a covenant or agreement made by PARTICIPANT herein, or in the Enrollment Application, (iv) any claim that Flower Depot Inc.'s use of PARTICIPANT'S Marks infringe on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, or (v) any claim related to PARTICIPANT'S Web Site, including, without limitation, content therein not contributed directly by Flower Depot Inc..

12. Independent Parties: Nothing contained herein shall imply any partnership, joint venture or agency relationship between the Parties and neither Party shall have the power to obligate or bind the other in any manner whatsoever, except to the extent herein specifically provided.

13. Binding Effect; Benefit: This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person or entity other than the Parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.