FTDŽ 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.
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
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
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
b) in the event your FTD Membership is terminated or suspended, or you are put
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
firstname.lastname@example.org 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.
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
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.
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.
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.
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
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
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
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
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
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.