FTD® Florist License Agreement for Images and Advertisements

This Agreement by and between Florists Transworld Delivery Inc. ("FTD") and the Undersigned, a Member of FTD Clearinghouse and licensee of the FTD trademarks (hereinafter sometimes referred to as "You" or "Member") describes the terms and conditions under which you may obtain and use the images and advertising slicks (collectively "Images") of FTD.

A. GRANT
This Agreement when signed by both You and FTD confirms FTD's grant to You of the right to obtain and use the Images in accordance with the following terms and conditions:
1. The Images are subject to a license only for your use in the production of promotional materials for FTD products. All wire orders generated by use of the Images must be cleared through FTD.
2. All printed copies, reproductions, and uses of the Images must feature the FTD mark, copyright notice, product number, and any other text assigned to each Image as provided by FTD.
3. The Images may not be modified, altered, adapted, or changed, in whole or in part, to create derivative Images of any kind, other than to add the information specified in the Ad Slicks (e.g., shop name, address, phone number, etc.).
4. The Images shall not be used in association with any trade name or mark other than the florist store's Member name and the Member's city and state address must be prominently displayed in each advertisement featuring any Image.
5. The Images shall not be used in proximity to images of non-FTD products or non-FTD marks and names so as to cause confusion as to which products are those of FTD.
6. The Images may only be used on the website, if any identified below. A separate license is required for each website, if any.
7. Membership Rule 2 (See Section O. herein) applies to all use of the Images and FTD marks.
8. The Images shall not be transferred or given to any third party for any purpose not in accordance with the terms of this Agreement.
9. You will be in material breach of this license agreement as well as in violation of FTD Standards of usage of its Marks, if you scan, copy, download or otherwise obtain FTD Images or advertising
from any other florist's website or from any other source whatsoever other than directly from FTD by e-mail or in CD form, from an authorized FTD Website or as may otherwise be authorized in
writing by FTD designating an FTD authorized source.
10. Use of the Images shall be immediately terminated:
a) when FTD ceases to use an Image in the most current FTD Floral Selections Guide unless otherwise expressly permitted in writing by an authorized officer of FTD;
b) in the event your FTD Membership is terminated or suspended, or you are put on probation;
c) upon request of FTD for any reason, with or without cause, and FTD shall have no liability for such termination.

B. PROPRIETARY RIGHTS TO CONTENT
You acknowledge all the content of the Images, including but not limited to text, trademarks, copyrights, software, audio, photographs, video, graphics, and other material contained in the Images provided to you by FTD are exclusively owned by or licensed to FTD. You therefore agree to use this content only as expressly authorized by FTD.

C. MODIFICATIONS TO AGREEMENT
You agree, during the period of this Agreement, that FTD may: (1) revise the terms and conditions of this Agreement; and/or (2) modify or terminate the use by you of the Images provided under this Agreement at any time. FTD shall not be liable to you or any third party should FTD exercise its right to modify or discontinue the use of the Images. Any such revision or change will be binding and effective immediately on: publication in FTD's Newsletter or Clearinghouse Statement Message Center; posting on the Mercury Network; or notification to you by e-mail or United States mail. You agree to review FTD's announcements, including the Agreement, periodically to be aware of any such revisions. If you do not agree with any revision to the Agreement, your only recourse is to immediately discontinue use of the Images and not FTD. You may terminate this Agreement at any time by providing us with notice by e-mail addressed to marketingdept@ftdi.com or by United States mail addressed to Marketing Department, Florists' Transworld Delivery, Inc., 3113 Woodcreek Drive, Downers Grove, Illinois 60515. Notice of your termination will be effective on receipt and processing by us. You agree that, by continuing to use the Images following notice of any revision to this Agreement or change in the Images, you agree to abide by any such revisions or changes.

D. LIMITATION OF LIABILITY
FTD and its contractors shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use the Images or for the cost of procurement of substitute images. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, FTD's liability is limited to the extent permitted by law. FTD disclaims any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from your use of the Images; (2) loss or liability resulting from acts of God; (3) loss or liability resulting from your unauthorized use or misuse of the Images; (4) loss or liability resulting from errors, omissions, or misstatements in any and all information, services(s), or Images provided under thisAgreement.

E. INDEMNITY
You agree to release, indemnify, and hold FTD, its contractors, agents, employees, officers, directors and affiliates harmless from all liabilities, claims and expenses, including attorney's fees, of third parties relating to or arising under this Agreement and use of the Images, including without limitation infringement by you or someone else (such as your website host) of any intellectual property or other proprietary right of any person or entity, or from the violation of any FTD operating rule or policy relating to the use of the Images provided. When FTD is threatened with suit by a third party, FTD may seek written assurances from you concerning your promise to indemnify FTD; your failure to provide those assurances may be considered by FTD to be a breach of your Agreement.

F. DISCLAIMER OF WARRANTIES
You agree and warrant the information that you provide to us to use the Images is, to the best of your knowledge and belief, accurate and complete, and that any future changes to this information will be provided to us in a timely manner according to the modification procedures in place at that time.

YOU AGREE THAT YOUR USE OF OUR IMAGES IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT THE IMAGES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. FTD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FTD MAKES NO WARRANTY THAT THE IMAGES WILL MEET YOUR REQUIREMENTS, OR THAT THE IMAGES WILL BE PROVIDED, TIMELY, SECURE, OR ERROR FREE; NOR DOES FTD MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE IMAGES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION ON THE IMAGES OR THAT DEFECTS IN THE IMAGES SOFTWARE WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE IMAGES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. FTD MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY TRANSACTIONS ENTERED INTO BY YOU THROUGH USE OF THE IMAGES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FTD OR FROM THE IMAGES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

G. RIGHT OF REFUSAL
FTD, in its sole discretion, reserves the right to refuse to allow you to use the Images. You agree that FTD shall not be liable to you for loss or damages that may result from our refusal to permit such use.

H. NOTICE
All notices to a party shall be in writing and shall be made either via email or conventional mail. FTD may broadcast notices or messages through the Mercury Network or by publication in the FTD Newsletter to inform you of changes to this Agreement or other matters of importance and such broadcasts shall constitute notice to you.

I. SEVERABILITY
You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms and provisions will remain in full force and effect.

J. ENTIRETY
You agree that this Agreement is the complete and exclusive agreement between you and FTD regarding the Images. This Agreement supersedes all prior agreements and understandings, whether established by custom, practice, policy or precedent.

K. GOVERNING LAW
You agree that this Agreement shall be governed in all respects by and construed in accordance with the laws of the State of Illinois, United States of America, excluding its conflict of laws rules. You and FTD each submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the United States District Court for the Northern District of Illinois, Du Page County. This Agreement will not be governed by the United Nations Convention on Contracts for International Sale of Goods, the application of which is expressly excluded.

L. NO JOINT VENTURE
Nothing contained herein shall be construed to place the parties in the relationship of partners or joint venturers, it being agreed and understood as well that each party is an independent contractor and is not an agent or employee of the other party.

M. TITLES AND HEADINGS
Titles and headings herein are for convenient reference only and are not part of this Agreement.

N. FEES
Your fees for use of the Images are $7.50 per High Resolution Image (as ordered through the Marketing Department-If no images are ordered, no fee will be applied).

O. MEMBERSHIP RULE 2
Members of Florists Transworld Delivery, Inc ("FTD") may use the FTD emblem and other FTD marks which are licensed for use by Members in their advertising or upon their stationery, but only as authorized by the Trademark Membership License Agreement and only in conformance with the guidelines established by FTD. Members shall terminate any usage which is unauthorized or to which FTD objects. Members shall display no version of the emblem other than the current official emblem, unless authorized by FTD.
a. All Members shall display at all times in or upon the window or front of their shops or places of business, the current official FTD emblem.
b. All Members are authorized to use the current official FTD emblem and the acronym FTD in their advertising or upon their stationary for the purpose of identifying their shop as a Member of FTD.
c. All Members are authorized to use in their advertising the licensed FTD marks, which identify products and services, provided by FTD, provided that the Member has those products and services available in his/her shop.
d. No Member shall use the licensed FTD marks in an advertisement in any medium unless the advertisement contains a clear, conspicuous and prominent statement of the shop's name.
e. No Member shall use the licensed FTD marks in any advertisement that circulates substantially in areas outside of his or her shop's normal delivery area unless the advertisement contains a clear, conspicuous and prominent statement of the shop's name and actual city and state location.
f. No Member shall represent itself as FTD in its advertising or otherwise, but only that it is a Member of FTD. No member shall use the FTD acronym as a component of a Member's business name, or as a part of any telephone number or telephone listing which is published or otherwise promoted to the public.
g. No Member shall use any of the licensed FTD marks (including, without limitation, the FTD emblem and the acronym FTD) in electronic communications media, such as the Internet, as part of a:
(i) trade name, company name or user name
(ii) Uniform Resources Locator (URL) or Domain Name
(iii) e-mail address
(iv) search engine or indexing information
a) in the form of submitted information
b) in the form or information through coding practices
Note: As required by Membership Rule #2.e, Members shall not use any of the licensed FTD marks in any non-local (e.g. Internet) advertising, unless the advertisement contains a clear, conspicuous and prominent statement of the shop's name and actual city and state location. The remaining subparts of Membership Rule #2 apply equally to all electronic and print communications media. Interpretation: The purpose of Rule 2 is to protect the trademarks of FTD and to foster truthful advertising. The authorization to use the emblem and other FTD marks is limited to the Member shop and only permits that shop to represent that the shop is a Member of FTD and that the shop has available to it the products and services identified by the emblem and other marks of FTD. A member has no right to represent itself as FTD, but only that i is a Member of FTD.

Whenever the emblem and other FTD marks are used by a Member in advertising the nature of the services provided by its shop, the advertising must be truthful. Customers have the right to know whether they are dealing directly with FTD or directly with the shop of a Member of FTD. A Member who misuses the marks in its advertisements by minimizing or failing to state the identity of its own shop name in those advertisements is likely to confuse the public. For purposes of determining whether an advertisement contains a clear conspicuous and prominent statement of the shop's name or the shop's name and actual location, it shall be presumed that an advertisement meets this requirement if the height of the FTD marks and the name of FTD are not more than three times the average height of the letters in the shop's name or letters in the shop's name and actual city and state location; any advertisement that does not satisfy this presumption must first be approved by FTD or the Member may be subject to discipline. As the owner of the FTD emblem and other trademarks, FTD may require Members to terminate any usage which is unauthorized or to which it objects.