Introduction

The Process

Operating Agreement

Affiliate Application

Revenue Generating Tips

FAQ

Introduction

By joining the Affiliates Program at Demarco-Perpich you will enhance your website and earn money at the same time.

You will earn 10- 20% of net sales on items that your customers buy when they link from your site. Linking your site to Demarco-Perpich adds value to your content and encourages repeat visitors.

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The Process

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

2) Once we verify that your site would make a suitable partner, we will send you an email with your affiliate ID number and tools to create the links to our site.

3) Create and place the links on your site to our home page, search engine, or specific page.

4) We track sales and calculate commissions generated by visitors to your site who click on the links.

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

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Operating Agreement

1) Becoming an Affiliate

Once you have submitted a completed Affiliates Program Application to our Web site, we will evaluate your application and notify you of your acceptance or rejection. Your application may be accepted or rejected by us, in our sole discretion. Reasons for rejecting an application 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 Demarco-Perpich are flowers and gifts. 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 flowers an gifts and other 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 is accepted, you will receive an email with your Affiliate ID number. 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 Demarco-Perpich.

We will make available to you a graphical image of our logo that you must display somewhere on your site (Instead, if you prefer, you may display the phrase "Affiliated with Demarco-Perpich "). We suggest that you also include a link to our home page http://www.demarco-perpich.com.

The methods of linking to Demarco-Perpich are subject to change by us, on notice to you, but are currently as follows:

· Via the Demarco-Perpich Home Page

As an Affiliate, you are encouraged to include a general link on your site to the Demarco-Perpich home page. We will make available the complete format guidelines and approved graphics.

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 Canadian dollars.

How You Earn Referral Fees:

You will earn a referral fee on any Product that is purchased, shipped and paid for in full by a customer who followed a Demarco-Perpich link from your Web site to ours. Referral 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 Demarco-Perpich 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 Demarco-Perpich. You will only earn referral fees with respect to activity on our site occurring directly through properly formatted links. Demarco-Perpich shall have no liability for any failure to properly establish links or for any reduction of referral fees that may result therefrom. You will not receive referral fees on any purchase that a customer makes after re-entering the Demarco-Perpich 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 Referral Fee Schedule:

The Demarco-Perpich Affiliates Program pays you referral 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 a % of net sales collected by us on all Product sales.

Payments Made Quarterly:

Approximately 30 days following the end of each calendar quarter, we will send you a cheque for your earned referral fees (less applicable taxes, if any). If your fees total less than $100.00 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 Demarco-Perpich 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 Demarco-Perpich must be formatted to our specifications.

Customers Subject to Our Policies:

Any customers who purchase through your Web site will be subject to Demarco-Perpich'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, relating to any specific rose.

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 for Demarco-Perpich 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 Demarco-Perpich, 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 Demarco-Perpich. 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 referral 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 Web 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 Demarco-Perpich, 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 Demarco-Perpich 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 Demarco-Perpich and recorded in Demarco-Perpichs' records. Demarco-Perpich 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 the Province of Ontario, Canada without reference to rules governing choice of laws. Any action relating to this agreement must be brought in Toronto, Ontario, Canada and you irrevocably consent to the jurisdiction of such courts.

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Affiliate Application

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Revenue Generating Tips

Promote Your Site Like A Retail Store

Make it easy for visitors to see that they can buy flowers and gifts directly from your site. Place the Demarco-Perpich logo or banner in key areas, on every page if possible. Use familiar words like "Click Here", "Shop", or "Buy It". Make use of our online graphics, logos and banners to help promote and boost sales through your Affiliate link.

Gift Giving

Visitors to your site can send flowers to anywhere around the world through Demarco-Perpich. Promote gift buying to boost sales and increase your earnings.

The Faster The Better

Customers prefer Web pages that download fast. Too many graphics on your site can slow down the loading process and frustrate potential customers. Visit your own site using a 14.4 or 28.8 kbps modem. Consider how fast your pages download. If they load slowly, cut back on your graphics and use the text links we help you create.

Shopping Made Easy

Demarco-Perpich fulfills customer orders quickly and efficiently. We offer worldwide service. Make sure your customers know that this is the easiest and most convenient way to shop for flowers and gifts!

Each Transaction is Private & Secure

At Demarco-Perpich, we take security very seriously. Your customers' personal and credit card information is encrypted through secure server technology using Secure Socket Layers (SSL) - one of today's most advanced security systems. Once encrypted, this information travels securely and is transferred to the Demarco-Perpich ordering system.

Announce your On-line Store

If you have a customer mailing list, send a brief email letting your customers know they can buy items through your site.

Promote the Great Savings

If your audience is mostly Canadian, make sure they know that Demarco-Perpich prices are in Canadian dollars. If your audience includes Americans, explain that they can save money on their order, because of the value of the Canadian dollar. (Be aware that many Americans are not aware of the exchange rate!)

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FAQ

Why choose the Demarco-Perpich Affiliate Program?

We are a 100% Canadian online store. We don't insist on exclusivity. We pay commission on all items sold through each of the links.

How does the Demarco-Perpich Affiliate Program work?

You place links made by the tools we provide on Demarco-Perpich. When someone follows those links and buys any product from our site, we note that the customer was referred by your site and record the amount of the sale. Every three months, we send you a check for a percentage of all the sales you referred to our site, once you have earned a minimum of $100.

Is my site eligible to become a Demarco-Perpich affiliate?

Anyone with a site may submit an application, and we review each and every potential Affiliate web site before accepting it into the program. We do reserve the right to refuse a site if it contains objectionable material such as pornography, explicit language or content, or support for violent groups.

Can I apply to be an affiliate if I don't have a site?

No. In order for us to process your application, your web site must be live so that we can review it.

Can I link my site to Demarco-Perpich as well as other floral sellers at the same time?

Yes, feel free to link to as many sites as you wish.

How do I create links to Demarco-Perpich?

When we email your approval, we will give you access to our Affiliates Toolkit which provides all of the tools and instructions necessary to create links to the Demarco-Perpich home page.

How much technical knowledge is required?

Our tools make it easier to create links, but you need to have the access and ability to edit your web pages. Certain links - e.g. to our home page - are simply a matter of cutting and pasting a block of HTML code.

What do I have to do as a Demarco-Perpich affiliate?

You choose what kind of links or items that you would like set up in the way that works best for the customers of your site. You are responsible for using the tools provided (see above) to create links and for placing the links on your site. We take care of the rest!

What will Demarco-Perpich provide?

Demarco-Perpich will provide you with the tools to create the links, and provide support for the entire ordering process: ordering, shipping, billing, paying commissions, and managing customer service. If you have any additional questions, you can contact us for further help at affiliates@demarco-perpich.com.

Can I use content from Demarco-Perpich on my site?

Yes. As an Affiliate, please feel free to use any of the product images on our site. Customers are more likely to be interested in and buy an item if they can see what it looks like. To ensure that there is no confusion around copyright issues, please do not use any of the other content on our site.

Can I use the Demarco-Perpich name and logo on my site?

Yes. The Affiliates Toolkit page that you will have access to contains a number of logos which you can place on your site. We ask that you not alter the logos in any way.

How much will I be paid?

The Demarco-Perpich Affiliates Program pays you referral 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. You will earn ____% of net sales collected by us on all Product sales.

When will I be paid?

You will be paid every three months, starting from the day that you are accepted into the program, when the earned commission in any three month period is greater than $100. If your commission for any quarter is less than $100, the total amount will be carried to the next quarter.

I operate more than one website. Can I use one Affiliate ID number?

If you have multiple sites, you can use the same Affiliate ID on all of your sites which allows you to consolidate your sales commissions and ensure that you earn commissions faster and get paid sooner.

Do I have to live in Canada to participate?

No. We have Affiliate Web sites around the globe. Anyone can join provided they have a Web site that does not promote: Violence, Sexually explicit materials, Discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, Illegal activities, or Violate intellectual property rights.

How much does it cost to join?

Nothing. There are no set up fees and no minimum sales quotas to meet. How do visitors know my site is part of the Affiliates program? You get instant brand recognition by posting a Demarco-Perpich logo on your Web site and/or adding the phrase with "an affiliate of Demarco-Perpich" We'll provide you with complete details about the different banner and button logos available, once you've been accepted into the program.

Can I store a customer's order on my site, then send it through to Demarco-Perpich myself?

No. Demarco-Perpich operates on a fully integrated catalogue and ordering software system that delivers fast, efficient, and secure service to customers. We are not able to process or pay referral fees on any orders that do not conform to our ordering process.

How does Demarco-Perpich know who purchased from my site?

When you submit your application to become an Affiliate, you will be assigned a unique Affiliate Identification Number. Every time a visitor links from your Web site to Demarco-Perpich, this ID Number is captured and stored with the purchase transaction data. We'll know where the visitor came from and the amount of the purchase, if any.

Can I change the artwork provided by Demarco-Perpich?

Our brand name and logo are key components of the overall Demarco-Perpich image and, as such, they must be used in a consistent fashion. That's why you are required to submit any proposed graphics that include our name, URL or logo for our prior approval before displaying them online or in print. Please follow our Trademark Guidelines carefully in our Operating Agreement.

Can I advertise?

While you're welcome to promote your own Web site, the press or public may perceive any advertising or promotion that mentions Demarco-Perpich as a collaborative effort. Therefore, any use of our name in such promotions must be pre-approved Demarco-Perpich. This includes advertisements, press releases and mailings. Please e-mail your proposed text to affiliates@demarco-perpich.com and we will review it.

What advertising am I not allowed to do?

Unsolicited advertising (known as "spamming") could damage our reputation and is, therefore, unacceptable to send. You are also prohibited to use unsolicited commercial e-mail (UCE) or postings to non-commercial or multiple newsgroups. As well, advertising must not misrepresent or conceal your identity, the name of your domain, or your return e-mail address.

You may advertise in a newsgroup only if it welcomes commercial messages. (If in doubt, consult the newsgroup FAQ or moderators).

As an Affiliate, you must clearly represent yourself and your Web site as existing independently of Demarco-Perpich. You are expected to honour all of our advertising practices, restrictions, and trademark guidelines. If you fail to comply, we have the right to close your account immediately.

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