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Operating Agreement
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Please carefully read the following Affiliate Operating Agreement and its sections.
This Agreement contains the complete terms and conditions that apply to an individual's or
entity's participation in the RomanianFlowerShop.com Affiliates Program (the "Program").
As used in this Agreement, "we" means GREEN-E CONCEPT SRL, and "you" means the applicant.
"Site" means a World Wide Web site and, depending on the context, refers either to RomanianFlowerShop.com's
site located at the URL www.RomanianFlowerShop.com, or to any site that you will link to our site
(and which you will identify in your Program application).
1) Acceptance into the Affiliate Programme
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:
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Promote sexually explicit materials
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Promote violence
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Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
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Promote illegal activities
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Include "RomanianFlowerShop.com" or variations or misspellings thereof in their domain names
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Otherwise violate intellectual property rights
2) Promotion of our affiliate relationship
As an Affiliate, we will make available to you a variety of Banner and Textual Links. You may select one or more banner or textual links to list on your site. For each selected banner or textual link, 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 may add or delete related links from your site at any time without our approval. Subject to the terms and conditions hereof, you may display these Links as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Affiliate Program and will establish a link from your site to ours.
We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and Commission accretion, we will provide you with special 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."
Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel, or functionality of our site.
3) Our Responsibilities
RomanianFlowerShop.com will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will be solely responsible for:
processing every order placed by a customer following a special Link from your site,
tracking the volume and amount of sales generated by your site,
providing information to Affiliate Sites regarding sales statistics,
order entry, payment processing, delivery, cancellations, returns, and related customer service.
4) Other Responsibilities and Opportunities of Affiliate sites
Links: If you qualify and agree to participate as an Affiliate Site, you shall display, with our consent, Links prominently throughout your site in positions as you see fit.
Competitions and Promotions: As an Affiliate Site, you will be entitled to participate and promote on your site any competitions and special promotions we may offer, and in connection therewith, we shall make such competitions and promotions available to users of your site. In addition, you will be entitled to earn commissions as set forth in sections 5, 6 and 7 below.
Compliance with the Agreement: We have the right in our absolute 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.
Exclusivity: This agreement does not prevent an Affiliate from selling/fulfilling other published titles, including proprietary titles, on its site or from accepting paid advertising from other online retailer.
5) Commission determination
We will pay you Commissions on certain Product sales to third parties. For a Product sale to be eligible to earn a Commission, the customer must follow a Special Link from your site to our site, select and purchase the item using our automated ordering system, accept delivery of the Products at the shipping destination, and remit full payment to us.
We will process Product orders placed by customers who follow Special Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products using Special Links from your site to our site and will make available to you reports summarizing this sales activity. The form and content may vary from time to time in our discretion.
For each approved referral you'll receive the following commission:
Monthly Sales Volume None
New Customer Commission 10%
Repeated Business Commission 10%
6) Commission payment
When the total commissions due to you (based on Section 5 above) exceed $100 for one month, we will send a commission payment (less any taxes required to be withheld under applicable law). Such commission payments will be paid at the end of each month.
When the total commissions due to you (based on Section 5 above) is less than $100 for one month, the commissions earned will be rolled over to the following month and this process will continue until total commissions owed are equal to or more than $100.
7) Sales reports
You will be given a password and have the ability to enter a password-protected site to receive your sales statistics on a daily basis.
8) Policies and Pricing
Customers who buy Products through this Affiliate Program will be deemed to be customers of RomanianFlowerShop.com. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and RomanianFlowerShop.com Product sales will apply to those customers. We may change our policies and operating procedures at any time.
9) Publicity
You shall not create, publish, distribute, or permit any written material that makes reference to us as a partner without gaining our written consent which we agree not to unreasonably withhold.
10) Limited license
WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO use the banners or textual links and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Products sales. 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. We may revoke your license at any time by giving you written notice.
11) 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 descriptions on your site
and linking those descriptions to our catalog
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 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.
12) 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 RomanianFlowerShop.com 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 RomanianFlowerShop.com 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 Commissions on our sales of Products occurring during the term, and Commissions 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.
13) Modifications
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 Commissions, Commission 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 RomanianFlowerShop.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. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
15) Disclaimers
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. 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) 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 against you in accordance to its terms.
b. The execution, delivery, and performance by you of this Agreement and the undertaking by you of the transactions contemplated hereby does 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 your assets or properties.
c. You are the sole and exclusive owner of the Affiliate 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 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 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 contemplated hereby.
e. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any group company of yours, with respect to the execution, delivery, or undertaking 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.
f. You are an adult of at least 18 years of age.
17) 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 supplier 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 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 affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.
18) 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 Commissions paid or payable to you under this Agreement.
19) 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.
20) Solving litigations
Any litigation concerning the execution or interpretation of the present regulations will be basically solved amiably. If this is not possible, the litigation will be solved by the competent law institutions.
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