Affiliate Agreement

This Agreement contains the complete terms and conditions that apply to the applicant's participation in the Love Is A Rose Affiliate Program (the "Program"). As used in this Agreement, "we" means LoveIsARose.com, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to LoveIsARose.com's site located at the URL http://www.loveisarose.com, or to the site that you will link to our site (and which you will identify in your Program application).

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.

Enrollment in the Program

To enroll, you will submit a complete Program application via our site. We will evaluate your application in good faith and 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 violence; promote sexually explicit materials; promote cruelty to animals; promote discrimination of any type; promote illegal activities; violate intellectual property rights; or include "Love Is A Rose" or variations thereof in their domain name. 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.

Links on Your Site

We will provide you with graphic artwork and instructions for linking to our home page at http://www.loveisarose.com. You agree to use only the artwork we provide, without further modification of any type. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with a special tagged link ("Special Link") format 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 format. You will only earn referral fees with respect to activity on our site occurring directly through these Special Links. We will not be liable to you with respect to any failure by you to properly use these Special Links, including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement.

Limited License

We grant you a nonexclusive, revocable right to use the graphic artwork described in the previous section and any other artwork for which we grant express permission, solely for the purpose of generating sales. We reserve all of our rights in the graphic artwork, our trade names, trademarks, and copyrights, and all other intellectual property rights.

Order Processing

We will process orders placed by customers who follow Special Links from your site to our site. We will be responsible for all aspects of order processing and fulfillment. We will track sales generated from Special Links from your site to our site, and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.

Referral Fees

You will earn referral fees on all eligible sales to third parties. For a sale to be eligible to earn a referral fee, the customer must follow a Special Link from your site to our site, place an order using our automated ordering system, accept delivery of the order at the shipping destination, and remit full payment to us. You will earn referral fees in an amount equal to 15% of revenues derived by us from eligible sales, net of any sale discounts, returns, or exchanges, and excluding costs for shipping, handling, and taxes.

Referral Fee Payment

We will pay referral fees on a quarterly basis. Your account will be tallied at the end of each calendar quarter for the referral fees earned on all eligible sales, and payment will be made 15 days thereafter. Along with the check will be a statement detailing that quarter's account activity. No check or statement will be sent if there was no activity in your account, $25 minimum payment.

If an order that generated a referral fee is returned by the customer, we will deduct the corresponding referral fee from your next monthly payment. If there is no subsequent payment, we will send you a bill for the referral fee on the returned order.

Policies and Pricing

Customers who buy products through this Program will be deemed to be customers of LoveIsARose.com. All LoveIsARose.com rules, policies, and operating procedures concerning sales and customer service will apply to those customers. We may change our policies and operating procedures at any time. Product pricing and availability may vary from time to time. Because of this, you may not include specific price or product information on your site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

Responsibility to 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. 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.

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 graphic artwork and 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 eligible sales occurring during the term of this Agreement, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

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. If any such modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Program following such modification will constitute binding acceptance of the change.

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 Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, 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. 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 program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

Miscellaneous

This Agreement will be governed by the laws of the United States and the state of Illinois, 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 Chicago, Illinois, 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, 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 provision or any other provision of this Agreement.

agreement last updated: 11/25/02