Blooms Today Updated Terms & Conditions for LinkShare Affiliate Partners TERMS AND CONDITIONS In consideration of the promises set forth below, we agree as follows: 1. Offers and Engagements. 1.1. From time to time, Merchant may post on The LinkShare Network(tm) offers to pay to other participants a specified commission in return for certain advertising services leading to a "Qualifying Link" (defined below). If such offers receive an identification number from The LinkShare Network(tm) they shall be deemed to be an "Offer" for purposes of this Agreement. The term "Offer" shall also include any counter-offers resulting from an Offer. 1.2. If an Offer made by the Merchant (or Affiliate) is accepted by the Merchant in accordance with the Offer's terms via The LinkShare Network(tm), an "Engagement" will have been formed. Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern. 1.3. At any time prior to Partner providing a Qualifying Link, Merchant may with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted by Merchant for an Offer or an Engagement. Partner agrees to promptly implement any request from Merchant to remove, alter or modify any graphic or banner ad submitted by Merchant that is being used by Partner as part of an Engagement. 2. Partner's Responsibilities. 2.1. Affiliate Partner will publish only "Qualifying Links" utilizing specified URL code ("Required URLs") associated with creative (text, banner, etc) provided by Merchant to site areas within Merchant's site. Partner may post as many "Qualifying Links" to the Required URLs and the rest of Merchant's site as it likes on Partner's site. The position, prominence and nature of links on the Partner's site shall comply with any requirements specified in the Engagement, but otherwise will be in the discretion of Partner. 2.2. Partner agrees not to make any representations, warranties or other statements concerning Merchant, Merchant's site, any of Merchant's products or services, or Merchant's site policies, except as expressly authorized by and Merchant and the Engagement. 2.3. Partner is responsible for notifying Merchant and The LinkShare Network TM of any malfunctioning of the Required URLs or other problems with Partner's participation in the Engagement. Merchant will respond promptly to all concerns upon notification by Partner. 2.04. Consumers who click through to Merchant's site through a Qualifying Link on an Affiliate Partner's web site or email shall experience Merchant's site exactly as presented by Merchant. Therefore, Affiliate Partner shall not transmit any so-called "interstitials", "ParasiteWare(tm)", "Shopping Assistance Application", "Toolbar Installations/Add ons", "Shopping Wallets" or "deceptive pop ups/unders" to Consumers at any time from the moment the Consumer clicks the Qualifying Link to the moment they have fully exited Merchant's site. 2.05. Affiliate Partner shall not, and shall not permit any companies with links on Affiliate Partner's site(s) to, offer for sale any pornographic or adult-themed material, get rich quick schemes, or gambling. 2.06. Except and only to the extent specifically set forth in this Agreement, Affiliate Partner shall not acquire any right under this Agreement to use the URL Mark or the name "Blooms Today": (a) in any advertising, publicity, or promotion; (b) to express or to imply any endorsement of Affiliate Partner's products or services; or (c) in any other way. 2.07. Affiliate Partner shall not directly or indirectly issue or permit the issuance of any press release or publicity regarding Merchant, Merchant's sites, any Merchant Affiliate Partner, or this Agreement. 2.08 Affiliate Partner shall not cause the creation or over writing of a commission tracking cookie on a Consumers computer unless it is the direct result of a click, on a Qualifying Link, to Merchant's site from a web site or e-mail. Affiliate Partner will also not cause the creation of a commission tracking cookie on a Consumers computer through the means of automatically popping up the Merchant's site, through the use of Iframes nor through any other method, other than through a direct Consumer initiated click, on a Qualifying Link, to Merchant's site. 2.09 Under no circumstances shall Affiliate Partner send commercial electronic mail messages that violate any regional or national laws. For example those defined in the US Federal Spam law, the CAN-SPAM Act of 2003 [the "Act"] or UK Anti-Spam law of 2003, with respect to Merchant's Program. For clarification, this does not prohibit Affiliate Partner from sending transactional or relationship messages as defined in the Act. Merchant reserves the right to collect, withhold, or cancel any and all compensation related to the content Affiliate Partner sends via commercial electronic mail messages that violate the regional or national laws of the recipient or sender. 2.10 Affiliate Partner agrees not to automatically set commission tracking cookies on the Consumer's computer in any way. i.e. Only direct clicks on a Qualifying Link by a site visitor may be used as a way to initiate the creation or overwriting of a commission tracking cookie. Automatic setting of commission tracking cookies or causing non-Consumer initiated clicks, by way of the automatic creation of new browser sessions featuring Merchant, off screen browser sessions, application pop ups, multimedia fly bys, site framing techniques, web page redirects, hidden/deceptive links are in violation of this agreement and not permitted in any way. 2.11 Affiliate Partner agrees not to intercept searches on Merchant Trademarks on natural search engines, through the use of applications or any other means, for the purpose of redirecting them to a new search results page or redirecting them to Merchant site with a commission tracking cookie placed on the Consumers computer. Links on such a results page (whether on a web page, application or otherwise) are not considered Qualifying Links and any sales generated from such links will not be commissionable. 2.12 Affiliate Partner agrees not to target sites other than those 100% owned by them for the purpose of contextual advertising. Links created through the targeting of other Affiliate Partners' sites or Merchant's site by any kind of contextual advertising are not considered Qualifying Links and any sales generated from such links will not be commissionable. 2.13 Affiliate Partner agrees not to target Affiliate Partner or Merchant site with banner replacement or blocking software. Links created through the targeting of other Affiliate Partners' sites or Merchant's site by any kind of banner exchanging, replacing, overlaying or blocking systems are not considered Qualifying Links and any sales generated from such links will not be commissionable. 2.14 Affiliate Partner sites that use pop up/unders for the purpose of aiding shoppers may not use such pop up/unders to set or overwrite a commission tracking cookie, deceive the shopper or redirect the shopper from Merchant site at anytime for any purpose. Pop Up/Unders must be free of all kinds of links. 2.15 Affiliate Partner shall not at any time use domain names that are derived from "Merchant Properties" (see 4.2), in whole or in part, to drive traffic to Merchant site. 2.16. Affiliate Partner agrees not to automatically set tracking cookies on the user's computer in any way. I.e. Only direct clicks on a Qualifying Link by a site visitor may be used as a way to initiate the creation or overwriting of a tracking cookie. Automatic setting of tracking cookies or causing forced clicks by way of the automatic creation of new browser sessions that feature Merchant, off screen browser sessions, application pop ups, multimedia fly bys, site framing techniques, web page redirects, hidden links or any other means shall result in the immediate termination of all Engagements and this Agreement along with loss of all outstanding revenue earned from the Offer. 2.17 Affiliate Partner may not at any time use Merchant Properties in Cost Per Click, Pay Per Click, paid listings, paid online advertising or any other capacity within search engines or web directories. This includes but is not limited to trademarked names and common misspellings of said trademarks. 2.18 Under no circumstances will the Affiliate Partner outbid Blooms Today for search-hits through any search engine for any Blooms Today trademark or term substantially similar to a Blooms Today trademark or product name. Including but not limited to BloomsUSA, Flowers Sent Today, FST, American Blooms and Blooms Today. If you do so accidentally, Blooms Today may provide notice to you. Immediately upon notice from Blooms Today that you are outbidding Blooms Today, BloomsUSA, Flowers Sent Today, FST or American Blooms, you will make best efforts to lower your cost per click (CPC) payment offer as promptly as possible. 2.19 Only Blooms Today authorized coupons & discounts are allowed. Any coupon, discount, or coupon code that is used by a customer who places an order with Blooms Today through an Affiliate's "Qualifying Link" will receive the discount. However, the Affiliate Partner forfeits all rights to the commission that would have otherwise resulted had the unauthorized coupon or discount not been used. 2.19 Any violation of any of the provisions of this Section shall be deemed a material breach by Affiliate Partner of its Engagement and this Agreement and Merchant reserves the right to immediately terminate all Engagements and this Agreement along with loss of all outstanding revenue earned from the Offer. 3. Referral Fees. 3.1.Merchant agrees to pay Affiliate Partner a referral fee as specified in the Engagement if a visitor to Merchant's site (a "Consumer") completes a Qualifying Transaction. A Qualifying Transaction shall not be considered complete until such transaction has been validated through Merchant's internal system, and in no event shall a terminated transaction be considered complete; all determinations of whether a Qualifying Transaction is complete shall be made by Merchant, and shall be deemed conclusive. If a referral fee is paid on a Qualifying Transaction that is later terminated, Affiliate Partner shall immediately repay any commission previously received for such terminated transaction. If said commission is not repaid to Merchant in a reasonable and timely manner, Merchant reserves the right to deduct the amount of the previously paid commission from future earned commissions earned until paid in full. As used herein a "Qualifying Transaction" is transaction for which Merchant agrees to pay a referral fee as defined in an Offer and if that Consumer has accessed Merchant's site and completed the Qualifying Transaction via a Qualifying Link. A "Qualifying Link" is a link from Affiliate Partner's site to Merchant's using one of the Required URLs or any other URL provided by Merchant for use in The LinkShare Network(tm) if the Consumer completes a Qualifying Transaction during a Session; however, if a Consumer links from another Affiliate Partner during a Session, the Qualifying Link shall be considered to be from the last Affiliate Partner site the Consumer visited prior to completing a Qualifying Transaction. A "Session" is the period of time beginning from a Consumer's initial contact with Merchant's site via a link from the Affiliate Partner's site and terminating at midnight mountain time on the last Return Day, as defined in the Offer. All determinations of completed Qualifying Links and whether a referral fee is payable will be made by Merchant in consultation with The LinkShare Network based upon The LinkShare Network's reports, and shall be deemed conclusive. 3.2. Merchant agrees to pay the referral fees to Affiliate Partner on a monthly basis; provided however that a payment will not be made until Affiliate Partner has accrued over a revenue that is over the Threshold as defined in an Offer. 3.3. Merchant shall have the sole right and responsibility for processing all orders made by Consumers. Affiliate Partner acknowledges that all agreements relating to sales to Consumers shall be between Merchant and the Consumer. 3.4 Commission will only be paid to the Affiliate Partner by Blooms Today for a complete and valid order placed through a "Qualifying Link" from Affiliate Partner's site for merchandise of $29.99 or more. For example, but not limited to, service and shipping fees are not merchandise and will not be considered when calculating an Affiliate’ s earned commission. If a Blooms Today pre-approved coupon is used by a customer who placed a complete and valid order utilizing a “Qualifying Link” from a participating Affiliate Partner site which reduces the total of the merchandise to less than $29.99, no commission will be paid to the Affiliate Partner for that order. 3.5 Merchant shall honor all completed Qualifying Transactions that occur within the "Return Day" value defined by the Offer. 4. Ownership and Licenses. 4.1.Affiliate Partner acknowledges that Merchant is the exclusive owner of the URL Mark, any trademarks, trade names, service marks and logos therein (the "Trademarks"), and any trademark incorporating all or any part of the Trademarks. Without limiting the foregoing, Affiliate Partner hereby assigns to Merchant all right, title and interest in the Trademarks, together with the goodwill attaching thereto that may inure to Affiliate Partner in connection with this Agreement or from its use of the Trademarks hereunder. Affiliate Partner agrees to execute and deliver such documents as Merchant requires to register Affiliate Partner as a registered or permitted user of the Trademarks and to follow Merchant's instructions for the proper use thereof. Affiliate Partner agrees and acknowledges that in the event Affiliate Partner breaches any term or condition of this Section 4, Merchant's remedy at law will not be entirely adequate, and Affiliate Partner hereby agrees that in the event of any such breach and commencement of an action against it by Merchant, it shall, at the request of Merchant, consent to the entry of an injunction prohibiting it the Trademarks and URL Mark during the pendency of the action brought in said court by Merchant in connection with the aforesaid breach. 4.2.Except as expressly set forth herein, Merchant does not grant Affiliate Partner any right or license in the URL Mark, the Trademarks, Merchant's sites, any Merchant merchandise or any portion of any of the foregoing (collectively "Merchant Properties"). Merchant retains all right, title and interest in the Merchant Properties, and all materials related to the foregoing, including without limitation, all copyright, trade secret, trademark and other intellectual property rights therein. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate Partner may not copy, distribute, modify, reverse engineer, or create derivative works from the Merchant Properties. 4.3.Affiliate Partner will not, nor will it encourage or assist a third party to, register or attempt to register as a copyright, trademark, service mark, design patent or industrial design any Merchant Properties, or derivations or adaptations thereof, or any work, symbol or design which is so similar thereto as to suggest association with or sponsorship by Merchant or any Merchant Affiliate Partner. In the event of any breach of the foregoing, Affiliate Partner agrees, at its sole expense and at Merchant's request, immediately to terminate the unauthorized registration activity and promptly to execute and deliver, or cause to be delivered, to Merchant such assignments and other documents as Merchant may require to transfer to Merchant all rights to the registrations, patents or applications involved. Affiliate Partner will not, nor will it encourage or assist a third party to, challenge the validity or ownership of any patent, copyright, trademark, or other intellectual property registration of Merchant or any Merchant Affiliate Partner. 4.4.Merchant grants Affiliate Partner a revocable, nonexclusive, nontransferable license, without right of sublicense, to use and reproduce the URL Mark on Affiliate Partner's site solely for the purpose of creating Qualifying Links pursuant to the Engagement. 4.5.Merchant shall own and retain all right, title and interest in all names, addresses and other identifying information of Consumers visiting Merchant's sites ("Consumer Data") which is collected by Merchant, including without limitation, Consumers who access Merchant's sites through Qualifying Links, and Affiliate Partner shall have no right to return, collect or use any Consumer Data. 5. Termination. 5.1.The Engagement shall commence on the date Merchant confirms its acceptance of Affiliate Partner's acceptance of the applicable Offer and shall automatically terminate on the date set forth in the Engagement unless otherwise extended on the parties' mutual agreement. 5.2.Either party may terminate this Agreement at any time, for any reason, provided that it provides written notice via designated e- mail address of such termination to the other party and The LinkShare Network. Termination of this Agreement shall also terminate any outstanding Engagement. Merchant shall have the right to terminate this Agreement immediately, (a) upon a breach of any obligation hereunder by Affiliate Partner; (b) in the event Affiliate Partner becomes insolvent (i.e., unable to pay its debts in the ordinary course as they come due); (c) Merchant determines, in its sole discretion, that compliance with this Agreement would cause Merchant or any of its Affiliate Partners to violate or potentially violate any local, state or federal law or regulation or any court order; (d) any representation made or information provided to Merchant by Affiliate Partner was false or misleading at the time of such disclosure; or (e) there is a material adverse change in Affiliate Partner's financial condition, business prospects or any other condition as Merchant may determine. 5.3.Upon the expiration or termination of this Agreement for any reason, (a) Affiliate Partner shall immediately remove all Qualifying Links from its site and cease all use of the URL Mark; (b) Affiliate Partner shall immediately destroy all copies of and erase all URL Mark from all computer memories and storage devices within its possession or control, and certify in a writing signed by an officer of Affiliate Partner that such materials have been so destroyed and erased; (c) all rights herein granted shall revert to Merchant; and (d) any provisions of this Agreement which are to be performed after termination to effectuate their intent and purpose shall survive termination of this Agreement, including, but not limited to, the following sections: 2, 3, 4, 5 and 6 6. Representations and Warranties. 6.1.Affiliate Partner represents and warrants that (a) it has the right, power and authority to enter into this Agreement and the Engagement and to fully perform its obligations hereunder; (b) the making of this Agreement and any Engagement by it does not violate any agreement existing between it and any other person or entity; and (c) it complies, and at all times shall comply, with all applicable laws, rules and regulations in effect during the term of this Agreement pertaining to its operation of its sites and to the subject matter hereof. 6.2. Merchant represents and warrants that the URL Mark is owned or licensed by Merchant and does not violate or infringe any right of privacy or publicity or any copyright, trademark, patent or other intellectual property right, or contain any libelous, defamatory, obscene or unlawful material, or otherwise violate or infringe any other right of any third party. 6.3.EXCEPT AS EXPRESSLY SET FORTH HEREIN, MERCHANT DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE URL MARK, THE TRADEMARKS, MERCHANT'S MERCHANDISE AND SITES OR ANY OTHER MATERIALS (TANGIBLE OR INTANGIBLE) AND SERVICES SUPPLIED HEREUNDER, AND MERCHANT HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 7. Indemnification. 7.1.Affiliate Partner agrees to and shall indemnify, defend and hold harmless Merchant and its successors and assigns from and against any and all claims, demands, suits, judgments, damages, costs, losses, expenses (including reasonable attorneys' fees and expenses) and other liabilities incurred by Merchant arising from (a) any breach of any of the representations, warranties or agreements made by Affiliate Partner under this Agreement; (b) any unauthorized use by Affiliate Partner or any of its subcontractors of any Merchant Properties; (c) Affiliate Partner's sales and marketing practices or those of its representatives and agents, including without limitation, any material misrepresentation, warranty or guarantee made by Affiliate Partner or its agents or representatives regarding Merchant services; or (d) any other claim with respect to Affiliate Partner's sites or any products sold through Affiliate Partner's sites 8. General. 8.1. Nothing herein shall restrict either party from entering into any agreement with any other party, even if similar to or competitive with the transactions contemplated hereunder. Without limitation of the foregoing, nothing herein shall constrain Merchant from marketing and promoting Merchant services and Merchant's site in any manner. 8.2. The parties are independent contractors with respect to each other. Each party is not and shall not be deemed to be an employee, agent, partner or legal representative of the other for any purpose and shall not have any right, power or authority to create any obligation or responsibility on behalf of the other. 8.3. This Agreement and the Engagement constitute the complete, final and exclusive agreement between the parties with respect to the subject matter hereof, and supersede any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between the parties concerning the subject matter hereof. 8.4.This Agreement, the Engagement and the rights, duties and obligations of Affiliate Partner under the foregoing are personal to Affiliate Partner and may not be assigned, delegated or otherwise transferred, whether by operation of law or otherwise, without the prior written consent of Merchant. Any attempted assignment, delegation or other transfer by Affiliate Partner in violation of this Section 8.4. shall be void and shall constitute a material breach of this Agreement. 8.5. This Agreement shall be fairly interpreted and construed in accordance with its terms and without strict interpretation or construction in favor of or against any party. Each party has had the opportunity to consult with counsel in its contemplation of this Agreement. 8.6. If any restriction, covenant or provision of this Agreement shall be adjudged by a court of competent jurisdiction to be void, such restriction, covenant or provision shall apply with such modifications as may be necessary to make it valid and effective and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired. 8.7. This Agreement shall be governed by the laws of the State of New York applicable to contracts entered into and to be performed entirely within the State of New York. The parties agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the state or federal courts located in New York. The parties hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. IN WHEREOF, the parties have entered into this Affiliate Partner Agreement as of the date of the creation of the first Engagement between the parties. 9. Confidentiality 9.1 Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliate Partners provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was rightfully known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party or (d) is subsequently learned from a third party who has the right to make such disclosure. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated there under, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated there under. 10. Independent Investigation 10.1 YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL 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. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 10.2 You hereby represent and warrant to us as follows: ** This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms. ** The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties. ** You are the sole and exclusive owner of the Affiliate Partner Trademarks and have the right and power to grant to us the license hereunder, and such grant does not and will not (i) breach, conflict with, or, constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. ** No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby. ** There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any Affiliate Partner site of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding. ** You are not and shall not be a competitor of Merchant and agree not to share our confidential information with any competitors. 11 DEFINITIONS: 11.1 ParasiteWare(tm) / Parasitic Marketing. a. An application that through accidental or direct intent causes the overwriting of Affiliate Partner and non Affiliate Partner commission tracking cookies through any other means than a customer initiated click on a Qualifying Link on a web page or email. b. An application that intercepts natural searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the natural search. (Natural search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot, LookSmart and similar search or directory engines) c. The setting of commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open the Merchant site. d. An application that targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing. e. An application that removes or replaces or blocks the visibility of Affiliate Partner banners with any other banners, other than those that are on web sites 100% owned by the owner of the application 11.2 Drive By Installations A software that attempts to download or be installed without site visitor requesting an installation or download being initiated from a web page or email. 11.3 Qualifying Link A "Qualifying Link" is a link from Affiliate Partner's web site or email to Merchant's using one of the Required URLs or any other URL provided by Merchant for use in The LinkShare Network(tm) if the Consumer completes a Qualifying Transaction during a Session; however, if a Consumer links from another Affiliate Partner during a Session, the Qualifying Link shall be considered to be from the last Affiliate Partner site the Consumer visited prior to completing a Qualifying Transaction, that does not violate any of the terms laid out in this agreement. 11.4 Qualifying Transactions A completed shipped order with a legal and correct payment for which Merchant agrees to pay a referral fee as defined in an Offer assuming that the Consumer has accessed Merchant's site and completed the Transaction via a Qualifying Link.