Affiliate Agreement

These Advertiser Specific Terms ("Terms"), together with the Google Affiliate Network Terms and Program Policies, contain the complete terms and conditions that apply to your participation as an affiliate ("Affiliate" or "you") in the affiliate program (the "Affiliate Program") of Cherry Moon Farms, operated by Provide Commerce, Inc. (the "Company", "us" or "we"), and the establishment of links from your Affiliate website to CherryMoonFarms.com (the "Site"). If you have entered into a separate agreement with the Company, these Terms supplement any separately executed agreement, and in the event of a conflict between these Terms and the separately executed agreement, the separately executed agreement shall govern.

1. Search Marketing Policy

   1. Affiliate agrees not to bid on brand terms, any common misspellings, or any confusingly similar trademarks on any pay-for-placement search engines, including, but not limited to: Google Adwords, Yahoo Marketing Solutions Sponsored Search (formerly Overture), Yahoo Search Submit Pro (formerly Paid Inclusion), Microsoft Advertising Adcenter, and Ask.com Sponsored Listings.
   2. Subject to prior written approval from Company, an affiliate may be allowed to bid on keyword strings that include brand words plus a promotional modifier (i.e., “cherry moon farms coupons”, “cherry moon farms discount”). However, affiliates may NOT bid on brand plus generic modifier words (i.e., “cherry moon farms gift”, “cherry moon farms basket”, etc.). Affiliate agrees to add Cherry Moon Farms brand words, brand misspellings, or similar trademarks as “negative match” keywords into their paid search marketing accounts including, but not limited to: Google Adwords, Yahoo Marketing Solutions Sponsored Search (formerly Overture), Yahoo Search Submit Pro (formerly Paid Inclusion), Microsoft Advertising Adcenter, and Ask.com Sponsored Listings.
   3. Affiliates may not use www.cherrymoonfarms.com or cherrymoonfarms.com as the display url and may not direct link to the Site.
   4. Affiliate may utilize Company’s trademarked terms in the Title and the Ad Copy of their ads on the search engines according to the brand guidelines that may be provided by the Company from time to time.
   5. The following phrases and terms are considered examples of Company trademarked terms:
      • cherry moon farms
      • cherrymoonfarms.com
      • cherry moon farms store
      • cherry moon farms discounts
      • cherry moon farms coupons
      • cherry moon farms clearance
      • cherry moon farms sale
      • cherrymoonfarms clearance
      • cherrymoonfarms sale
      • cherrymoonfarms
      • cherrymoonfarms store
      • cherrymoonfarms discount
      • cherrymoonfarms coupon
      • www.cherrymoonfarms.com


2. Email Marketing. Any email marketing containing Company name, logos, trademarks or affiliate links must (i) comply with all laws, including without limitation the CAN-SPAM Act of 2003, and (ii) have received the prior written approval of Company.



3. Affiliates found in violation of these Terms will not be compensated or commissioned for sales generated from the time of the violation until the unauthorized bid is removed or breaching conduct has been cured. Affiliates caught violating these Terms will be subject to removal from the Affiliate Program.



4. Commission Determination. The purchase price of Site products will count toward the total sales during the calendar month in which such Site's products are sold. Only products that are sold by us (to users of your site linked to our Site), shipped to a customer, and for which we have received full payment will qualify for a commission. Commissions are based on Net Sales and are up to the sole discretion of the Company and are eligible for change at any time. For purposes of this Agreement, "Net Sales" shall mean amounts collected by us from customers purchasing products directly through your Affiliate Links, excluding all sales taxes, duties, shipping, handling, surcharges, and similar fees, amounts due to credit card fraud and bad debt, orders placed for same day delivery through our "Gift Express" service, third party hosted products (e.g., wine.com), gift cards or certificates, international delivery or similar services, order replacements and credits for returned goods. Regardless of any lead generated, the last referral to the Site shall be credited with the sale. Notwithstanding the foregoing, Net Sales shall not include any sales where a purchaser utilized any additional promotion, offer or discount (e.g., a discount code from a third party site).



5. Licenses and Use of Company Logos and Trademarks.
   1. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS AND UNDER THE CONDITIONS PROVIDED FOR HEREIN, TO USE OUR LOGOS, TRADE NAMES, TRADEMARKS, AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF GENERATING SALES ON OUR SITE UNDER THE TERMS OF THIS AGREEMENT. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY WITHOUT WRITTEN PERMISSION. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS WHILE YOU ARE A MEMBER IN GOOD STANDING OF THE AFFILIATE PROGRAM.
   2. If you have any questions regarding the use of Licensed Materials, please contact us.
   3. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time, by giving you written notice.
   4. You grant to us a non-exclusive license to utilize your names, titles, and logos, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize. This license shall terminate upon the effective date of the expiration or termination of this Agreement.



6. Indemnification. You agree to indemnify, defend and hold harmless Company, its parents, subsidiaries and affiliated companies, and their respectable officers, directors, employees and agents from any and all losses, costs, liabilities or expenses (including without limitation reasonable attorneys’ and expert witnesses’ fees) incurred or arising from: (a) any breach of this Agreement; or (b) any other act, omission or representation by you.



7. Promotional Code Policy
   1. Affiliate agrees to NOT utilize, advertise or otherwise promote any Site promotional offer or coupon code that is not provided by Google Affiliate Network. Affiliates caught posting unauthorized promotional offers or coupon codes will be notified to remove the offer/code. Upon notification, you will have 48 hours to respond and comply or your commission rate will be set to zero (0) and your earned or pending commissions may be reversed or withheld.
   2. Multiple violations as well as unresponsiveness will lead to termination from the Affiliate Program. Company also reserves the right to withhold commissions for the entire month the promotional offer or coupon code is not removed. In addition, violation may result in your termination from all of our family of brands: ProFlowers, ProPlants, Shari’s Berries, Personal Creations, RedEnvelope and Cherry Moon Farms.



8. Publicity. You shall not create, publish, distribute or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent.