Partner Program Agreement

Updated: June 2026

This Partner Program Operating Agreement ("Operating Agreement") contains the terms and conditions that govern your participation in the Wildflower Paper Goods Partner Program (the "Program"). "We," "us," or "our" means Wildflower Goods Company LLC. "You" or "your" means the applicant. A "site" means a website. The "Wildflower Site" means wildflowerpapergoods.com, the e-commerce store operated by Wildflower Goods Company LLC. "Your site" means any site(s), any software application(s), and any Mobile Application (as defined below) that you link to the Wildflower Site. "Advertising Fees" (also referred to as commissions) means amounts earned for a successful and verified sale of a Product on the Wildflower Site by a customer using your referral link.

BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE WILDFLOWER SITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.

1. Description of the Program

The purpose of the Program is to permit you to advertise Products on your site and to earn advertising fees (commissions) for Qualifying Purchases (defined in Section 7) made by your end users. A "Product" is any item sold on the Wildflower Site, other than any products that are explicitly defined as excluded products on the Partner Program Commission Schedule (collectively, "Excluded Products"). Products may also include certain services, if any, expressly included on the Partner Program Commission Schedule. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program ("Content"). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the Wildflower Site.

2. Enrollment

The Program is currently open only to applicants who are U.S. persons (an individual who is a U.S. citizen or resident, or an entity organized under the laws of the United States or a U.S. state) for U.S. federal tax purposes. To begin the enrollment process, you must submit a complete and accurate Program application. You must identify your site in your application. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application in our sole discretion, including if we determine that your site is unsuitable. Unsuitable sites include those that:

(a) promote or contain sexually explicit materials;

(b) promote violence or contain violent materials;

(c) promote or contain libelous or defamatory materials;

(d) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;

(e) promote or undertake illegal activities;

(f) include any trademark of Wildflower Goods Company LLC or its affiliates, or a variant or misspelling of such a trademark, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site; or

(g) otherwise violate intellectual property rights.

If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Operating Agreement at any time in our sole discretion.

You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications, approvals, and other communications relating to the Program and this Operating Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

3. Links on Your Site

After you have been notified that you have been accepted into the Program, you may display Special Links on your site. "Special Links" are links to the Wildflower Site that you place on your site in accordance with this Operating Agreement, that properly utilize the special "tagged" link formats we provide, and that comply with the Linking Requirements set forth in Section 21. Special Links permit accurate tracking, reporting, and accrual of advertising fees.

You may earn advertising fees only as described in Section 7 and only with respect to activity on the Wildflower Site occurring directly through Special Links. We will have no obligation to pay you advertising fees if you fail to properly format the links on your site to the Wildflower Site as Special Links, including to the extent that such failure may result in any reduction of advertising fee amounts that would otherwise be paid to you under this Operating Agreement.

If you wish to include Special Links in a software application designed and intended for use on mobile phones, tablets, or other handheld devices ("Mobile Application"), you must include the name of the Mobile Application and the link to your Mobile Application in your application to the Program. The suitability and other requirements of this Section 3 and the Mobile Application Policy will apply to Mobile Applications. We will evaluate your application and notify you of its acceptance or rejection. A Mobile Application that is accepted will be an "Approved Mobile Application" for the purposes of this Agreement.

Special Links displayed in Approved Mobile Applications must use the Affiliate ID we have assigned to you expressly for your Approved Mobile Applications and must be served by the linking tools we make available to you.

4. Program Requirements

By participating in the Program, you agree that you will comply with the Participation Requirements set forth in Section 21 and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Operating Agreement (collectively, "Operational Documentation").

You will provide us with any information that we request to verify your compliance with this Operating Agreement or any Operational Documentation. If we determine that you have not complied with any requirement or restriction set forth in the Participation Requirements (Section 21) or any other Operational Documentation, or that you have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us): (a) withhold any advertising fees payable to you under this Operating Agreement; (b) close any other accounts you may have or may open in the future, without payment of any advertising fees; (c) terminate this Operating Agreement; or (d) undertake any or all of the above actions. In addition, you hereby consent to us:

• sending you emails relating to the Program from time to time;
• monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Special Links (e.g., that a particular customer clicked through a Special Link from your site before buying a Product on the Wildflower Site) in accordance with our Privacy Policy; and
• monitoring, crawling, and otherwise investigating your site to verify compliance with this Operating Agreement and the Operational Documentation.

5. Responsibility for Your Site

You will be solely responsible for your site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:

• the technical operation of your site and all related equipment;
• displaying Special Links and Content on your site in compliance with this Operating Agreement and the Operational Documentation and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);
• creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links);
• using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights);
• using the Content, your site, and the materials on or within your site in a manner that is not harmful, harassing, defamatory, obscene, pornographic, libelous, or otherwise objectionable in any manner whatsoever;
• disclosing on your site accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors' browsers; and
• any use that you make of the Content and the Wildflower Marks, whether or not permitted under this Operating Agreement.

We will have no liability for these matters or for any of your end users' claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Operating Agreement, any Operational Documentation, or applicable law; (d) your violation of any term or condition of this Operating Agreement or any Operational Documentation; or (e) your or your employees' negligence or willful misconduct.

6. Order Processing

We will process Product orders placed by customers who follow Special Links from your site to the Wildflower Site. We reserve the right to reject orders that do not comply with any requirements on the Wildflower Site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 7) for reporting and advertising fee accrual purposes and will make available to you reports summarizing those Qualifying Purchases.

7. Advertising Fees

We will pay you advertising fees on Qualifying Purchases in accordance with Section 8 and the Partner Program Commission Schedule. In the event any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent advertising fees payable to you under this Operating Agreement.

Subject to the exclusions set forth below, a "Qualifying Purchase" occurs when (a) a customer clicks through a Special Link on your site to the Wildflower Site; (b) the customer adds a Product to his or her shopping cart and places the order for that Product no later than 14 days following the customer's initial click-through; and (c) the Product is shipped to, and paid for by, the customer.

A "Session" begins when a customer clicks through a Special Link on your site to the Wildflower Site and ends upon the first to occur of the following: (x) 14 days elapse from that click; (y) the customer places an order for a Product; or (z) the customer follows a Special Link to the Wildflower Site that is not your Special Link.

Qualifying Purchases exclude, and we will not pay advertising fees on, any of the following:

• any Product that, after expiration of the applicable Session, is added to a customer's shopping cart, even if the customer previously followed a Special Link from your site to the Wildflower Site;
• any Product purchase that is not correctly tracked or reported because the links from your site to the Wildflower Site are not properly formatted;
• any Product purchased through a Special Link by you or on your behalf, including Products you purchase through Special Links for yourself, friends, relatives, or associates (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity);
• any Product purchased for resale or commercial use of any kind;
• any Product purchased after termination of this Operating Agreement;
• any Product order where a cancellation, return, or refund has been initiated; and
• any Product purchased by a customer who is referred to the Wildflower Site through any of the following:
• a Prohibited Paid Search Placement; or
• a link to the Wildflower Site, including a Redirecting Link, that is generated or displayed on a Search Engine in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise.
• any Qualifying Purchase for which you have offered any person or entity any consideration or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Special Links (e.g., by implementing any "rewards" or loyalty program that incentivizes persons or entities to visit the Wildflower Site via your Special Links), unless approved by us in writing in advance;
• any Product purchased through a Special Link in a Mobile Application that was not an Approved Mobile Application, or where the Special Link in an Approved Mobile Application was not served by the linking tools we make available to you; and
• any Product purchased through a Special Link posted on a Coupon Website (defined below).

Coupon Websites

Posting your Special Links or coupon codes on a "Coupon Website" is prohibited. Whether you are classified as a Coupon Affiliate shall be determined by us in our sole discretion. Factors that may lead to classification as a "Coupon Affiliate" include, but are not limited to:

1. the presence of coupon offerings, especially from many different merchants, on your website, especially if such coupons represent many different merchants and/or are indexed or organized in a directory;
2. the presence of certain words (or variations or misspellings thereof) in the website's URL or prominently featured in the website's content, such as "coupons," "deals," or "savings"; and
3. a website that is focused on other merchants and the discounts or promotions offered by them, rather than on products, and that features little original, human-generated content.

Posting coupon offers on your website with a "reveal the coupon code" or similar phrase that prompts a visitor to click to reveal a coupon code and go to the Wildflower Site is also prohibited.

Definitions

"Prohibited Paid Search Placement" means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. "Proprietary Term" means keywords, search terms, or other identifiers that include the word "Wildflower," "Wildflower Paper Goods," or any other trademark of Wildflower Goods Company LLC or its affiliates, or variations or misspellings of any of those words (e.g., "wildfower"). "Redirecting Link" means a link that sends users indirectly to the Wildflower Site via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. "Search Engine" means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.

8. Advertising Fee Payment

We will pay you advertising fees on a monthly basis for Qualifying Purchases shipped in a given month, subject to any applicable withholding or deduction described below. We will pay accrued advertising fees on the first business day of each calendar month for Qualifying Purchases that have cleared the applicable return/cancellation period as of the end of the prior month. There is no minimum payout threshold; accrued advertising fees will be paid regardless of amount, subject to the foregoing. All advertising fees are stated and paid in U.S. dollars (USD).

We currently make all payouts through PayPal. To receive advertising fees, you must maintain a valid PayPal account in good standing that is capable of receiving payments and is associated with your Program account, and you must keep that account information complete, accurate, and current. You are responsible for any fees PayPal charges in connection with receiving payments and for any currency conversion. We are not responsible for any delay in, or failure of, payment that results from missing, inaccurate, or out-of-date PayPal account information, or from any action or restriction imposed by PayPal on your account. We may change or add payment methods at any time in accordance with Section 15, and we will notify you of any such change.

You are responsible for all taxes (if any) associated with advertising fees paid to you, other than taxes based on our net income. Because we make payouts through PayPal, you must provide any tax or identity information that PayPal or we require in order to receive payments and to satisfy applicable tax-reporting obligations (for example, the information on an IRS Form W-9). Where payments are processed through PayPal as a third-party payment network, tax reporting on those payments (for example, on IRS Form 1099-K) may be handled by PayPal; we will make any tax reporting and withholding that applies to us as required by law. If at any time we make payouts to you other than through a third-party payment network that handles such tax reporting (for example, by check or direct bank transfer), you must provide us with a completed IRS Form W-9 before we make any payout to you, and we may withhold payment until you do so. If you fail to provide required tax information, your payments may be delayed or withheld, or may be subject to backup withholding, as required by law. You agree that you will not pursue any claim against us or any of our affiliates, and hereby waive all such claims you may now or in the future have, in respect of any taxes we deposit with a relevant taxing authority pursuant to this Operating Agreement.

9. Policies and Pricing

Customers who buy Products through this Program are customers of Wildflower Goods Company LLC with respect to all activities they undertake in connection with the Wildflower Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Wildflower Site will apply to those customers, and the same may be changed at any time.

10. Identifying Yourself as a Partner

You will not issue any press release or make any other public communication with respect to this Operating Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Operating Agreement. You must, however, clearly and conspicuously disclose your participation in the Program on your site, for example: "[Insert your name] is a participant in the Wildflower Paper Goods Partner Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to wildflowerpapergoods.com." You are responsible for making all disclosures required of you under applicable law, including the U.S. Federal Trade Commission's Endorsement Guides (16 C.F.R. Part 255).

11. Limited License

1. Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising Products on, and directing end users to, the Wildflower Site in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display the Content solely on your site; and (b) use only those of our trademarks and logos that we may make available to you as part of the Content (those trademarks and logos, collectively, the "Wildflower Marks") solely on your site and in accordance with the Trademark Guidelines set forth in Section 22.
2. All licenses set forth in this Section 11 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Operating Agreement or any Operational Documentation, or otherwise upon termination of this Operating Agreement. In addition, we may terminate the license set forth in this Section 11 in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Content and Wildflower Marks with respect to which the license set forth in this Section 11 is terminated, or as we may otherwise request from time to time.

12. Reservation of Rights; Submissions

Other than the limited licenses expressly set forth in Section 11, we reserve all right, title, and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Operating Agreement or otherwise, acquire any ownership interest or rights in or to, the Program, Special Links, link formats, Content, any domain name owned or operated by us, information and materials on the Wildflower Site, our and our affiliates' trademarks and logos (including the Wildflower Marks), and any other intellectual property and technology that we provide or use in connection with the Program (including any application program interfaces, software development kits, libraries, sample code, and related materials).

If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Operating Agreement, any Content, or your participation in the Program, or if you modify any Content in any way (collectively, "Your Submission"), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sublicensees' exercise of rights under the license above will not violate any person's or entity's rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.

13. Compliance with Laws

In connection with your participation in the Program, you will comply with all applicable laws, including ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, whether those laws are now in effect or later come into effect during the term of this Operating Agreement. This includes, without limitation, the U.S. Federal Trade Commission's Endorsement Guides and all applicable advertising, marketing, email (e.g., the CAN-SPAM Act), and consumer-protection laws.

14. Term and Termination

The term of this Operating Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Operating Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and Wildflower Marks and promptly remove from your site and delete or otherwise destroy all links to the Wildflower Site, all Wildflower Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Program. We may withhold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancellations or returns). Upon any termination of this Operating Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 9, 10, 12, 13, 14, 16, 17, 18, 19, and 20, together with any accrued but unpaid payment obligations of ours under this Operating Agreement, will survive the termination of this Operating Agreement. No termination of this Operating Agreement will relieve either party of any liability for any breach of, or liability accruing under, this Operating Agreement prior to termination.

15. Modification

We may modify any of the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the Wildflower Site, or by sending notice of such modification to you by email to the email address then-currently associated with your Program account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the Commission Schedule, the Participation Requirements (Section 21), payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE WILDFLOWER SITE, OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

16. Relationship of Parties

You and we are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates' behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken the action yourself.

17. Limitation of Liability

WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE WILDFLOWER SITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, THE WILDFLOWER SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.

18. Disclaimers

THE PROGRAM, THE WILDFLOWER SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE WILDFLOWER SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, THE WILDFLOWERPAPERGOODS.COM DOMAIN NAME, AND OUR AND OUR AFFILIATES' TRADEMARKS AND LOGOS (INCLUDING THE WILDFLOWER MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY, THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME IN OUR SOLE DISCRETION. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, OR THE WILDFLOWER SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS; (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM; OR (Z) ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.

19. Governing Law and Disputes

This Operating Agreement will be governed by the laws of the State of California, without regard to its conflict of laws principles. The state and federal courts located in Sacramento County, California shall have exclusive jurisdiction over any dispute relating to or arising in any way from any matter under the Program or this Operating Agreement, and you consent to the personal jurisdiction of, and venue in, those courts.

Notwithstanding anything to the contrary in this Operating Agreement, we may seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity's intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, and extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.

20. Miscellaneous

You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Operating Agreement, or operate sites that are similar to or compete with your site. You may not assign this Operating Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Operating Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Operating Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Operating Agreement.

In the event of any conflict between this Operating Agreement and the Operational Documentation, the Partner Program Commission Schedule will control over this Operating Agreement, which will control over the remainder of the Operational Documentation. Whenever used in this Operating Agreement, the terms "include(s)," "including," "e.g.," and "for example" mean, respectively, "include(s), without limitation," "including, without limitation," "e.g., without limitation," and "for example, without limitation." Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Operating Agreement may be made, taken, or given in our sole discretion.

Any information relating to us or our affiliates provided by us in connection with this Operating Agreement that is not known to the general public is considered "Confidential Information." You agree that: (a) all Confidential Information will remain our exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your performance under this Operating Agreement and will ensure that persons who have access to Confidential Information are made aware of and comply with the obligations in this provision; and (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party (other than your affiliates). You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you, or related to your performance under this Operating Agreement, to any judicial, governmental, or regulatory authority as may be required to comply with any applicable order, instruction, direction, or law.

You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, or owned or controlled by such a party, including but not limited to the lists maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control (e.g., the Specially Designated Nationals and Blocked Persons List) and the U.S. Department of Commerce's Entity List.

21. Participation Requirements (Including Linking Requirements)

This section forms part of the Operational Documentation. By participating in the Program, you agree to comply with the following requirements at all times. We may update these requirements in accordance with Section 15.

Disclosure. You must clearly and conspicuously disclose your participation in the Program and your financial relationship with us wherever you display Special Links, as required by applicable law, including the U.S. Federal Trade Commission's Endorsement Guides (16 C.F.R. Part 255). Disclosures must be placed so that consumers will notice and understand them before or at the point they engage with your Special Link (for example, "This post contains affiliate links — I earn a commission on qualifying purchases" or, on social media, "#ad" or "#affiliate"). Disclosures must not be hidden, buried, or available only behind a link.

Honest and accurate promotion. You will not make false, misleading, deceptive, or unsubstantiated claims about us, the Products, or the Wildflower Site. You will not represent prices, availability, discounts, or terms inaccurately. You will keep your promotional materials accurate and current.

Permitted placement. You may display Special Links only on sites and in channels you identified in your application and that comply with Section 2 (Enrollment). You will not place Special Links on, or drive traffic from, unsuitable sites as described in Section 2.

Email and messaging. If you promote Special Links by email or other electronic messaging, you will comply with all applicable laws, including the CAN-SPAM Act, and will not send unsolicited bulk messages (spam). You will not send email that we have not authorized in advance.

No paid search on our terms. You will not bid on, purchase, or use our Proprietary Terms (as defined in Section 7) in paid search, keyword auctions, or Prohibited Paid Search Placements, and you will not use Redirecting Links, in each case as described in Section 7.

No incentivized clicks or coupon-site activity. You will not offer consideration or incentives for clicking your Special Links, and you will not operate as, or post Special Links or codes on, a Coupon Website, in each case as described in Section 7.

No cookie stuffing or fraudulent activity. You will not engage in cookie stuffing, forced clicks, self-referrals, automated traffic, or any other technique designed to generate clicks or Qualifying Purchases that do not result from a genuine end-user referral.

Linking Requirements. You will use only the Special Link formats and tracking identifiers we provide, and will not alter, obscure, reformat, mask, or cloak them in any way that interferes with accurate tracking and reporting. You will direct Special Links only to the Wildflower Site and will not frame the Wildflower Site or its pages. You will promptly correct or remove any Special Link that does not function or track correctly. We have no obligation to pay advertising fees on activity that is not tracked because Special Links were not properly implemented.

22. Trademark Guidelines

The Wildflower Marks are valuable assets, and your use of them is licensed only as set forth in Section 11 and subject to these guidelines, which form part of the Operational Documentation.

You may use only the Wildflower Marks we make available to you, in the exact form we provide, and only to identify and link to the Wildflower Site in connection with the Program. You will not: (a) modify, animate, recolor, distort, or alter the Wildflower Marks, or combine them with any other name, mark, or design; (b) use the Wildflower Marks, or any variant, abbreviation, or misspelling of them, in any business name, domain name, subdomain, social media handle, account name, group name, or other identifier; (c) use the Wildflower Marks in a manner that is disparaging, that implies sponsorship, endorsement, or affiliation beyond your participation in the Program, or that suggests we approve of any content other than as expressly permitted; (d) use the Wildflower Marks as the most prominent visual element of any page or material; or (e) register or attempt to register any trademark, domain name, or other right that includes or is confusingly similar to any Wildflower Mark.

You acknowledge that all goodwill arising from your use of the Wildflower Marks inures solely to our benefit, and that you acquire no rights in the Wildflower Marks. You will comply with any additional brand or usage instructions we provide, and you will promptly modify or stop using any Wildflower Mark as we may request. Upon termination of this Operating Agreement or the applicable license, you will immediately stop using the Wildflower Marks.

 

Mobile Application Policy

These Mobile Guidelines ("Mobile Guidelines") apply to your inclusion of Special Links in your Approved Mobile Application. "We," "us," or "our" means Wildflower Goods Company LLC or any of its affiliates, as the case may be. "You" means the user agent for the partner account associated with the Approved Mobile Application. All capitalized terms used below that are not defined here have the meanings given to them in the Operating Agreement. Strict compliance with these Mobile Guidelines is required at all times, and any violation of these Mobile Guidelines will automatically terminate the Operating Agreement.

Your Mobile Application:

1. must be free to download, and all referral links must be accessible without paying for access;
2. must have original content;
3. must not emulate the Wildflower Site's own shopping app functionality (if any);
4. must not have price tracking and/or price alerting functionality, unless approved in advance by us in writing; and
5. must not host or render the Wildflower Site's web pages in WebViews.

We may modify this Mobile Application Policy at any time and in our sole discretion by posting a change notice or a revised Mobile Application Policy on the Wildflower Site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM. YOUR CONTINUED INCLUSION OF SPECIAL LINKS IN YOUR APPROVED MOBILE APPLICATION FOLLOWING OUR POSTING OF A CHANGE NOTICE OR A REVISED MOBILE APPLICATION POLICY ON THE WILDFLOWER SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

We reserve the right, exercisable in our sole discretion, to take appropriate action against any use without permission or any use that does not conform to this Mobile Application Policy.