FedEx Pricing Agreement


 Exhibit 10.45 
  
 FedEx Pricing Agreement Amendment 
  
 Table of Contents 
  

			
	 FedEx Pricing Agreement Amendment
	  	1/7
		
	 Express Pricing Attachment
	  	3/7

  
 CERTAIN MATERIAL (INDICATED BY AN
ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT 
 PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN 
 FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 
  








  
 FedEx Pricing Agreement Amendment

  
 Agreement Number: 123257 
  
 Customer Name: PROVIDE COMMERCE, INC. f/k/a PROFLOWERS 
  
 Effective Date: See Below (“Effective Date”) 
  
 FedEx and Customer entered into a FedEx Pricing Agreement (“Agreement”) identified
above. FedEx and Customer now desire to amend the Agreement. 
  
 Pricing shall be
amended as identified on the attachments to this Amendment. The pricing is effective the later of the date identified above, if any, or within five business days following possession of a fully executed Agreement by FedEx’s authorized
representative (“Effective Date”). 
  
 Except as otherwise provided in
this Amendment, all terms and conditions of the Agreement shall remain in full force and effect and are hereby ratified and confirmed. 
  
 Other than as provided in this Amendment, all words and definitions used in this Amendment shall have the same meaning in this Amendment as in the Agreement. 

 
 IN WITNESS WHEREOF, the parties hereby execute this Amendment as of the last date
provided below: 
  

									
	 PROVIDE COMMERCE, INC. f/k/a PROFLOWERS
 (“Customer”)
	 	 	 	 FEDERAL EXPRESS CORPORATION AND
 FEDEX GROUND PACKAGE SYSTEM, INC.
 (collectively, “FedEx”) By their agent
 FedEx Corporate Services, Inc.

					
	By:	 	 /s/ Mark Sottosanti
	 	 	 	 By:
	 	 /s/ Diane Diamond

					
	 Print Name:
	 	 Mark Sottosanti
	 	 	 	 Print Name:
	 	 Diane Diamond

					
	 Title:
	 	 SVP
	 	 	 	 Title:
	 	 World Wide Account Manager

					
	 Date:
	 	 11/11/04
	 	 	 	 Date:
	 	 11/11/04

				
	 	 	 	 	 	 	 Employee No.: [***]


  
 Offer expires if not accepted by
Customer within 30 days of date of presentment of Agreement. 
  
 Attachments: 
  
 Please indicate your
receipt and acceptance of the following pricing attachments by initialing below: 
  
 Express pricing attachment: MS I Accept 
  
                  I Do Not Accept 
  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  
  

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 Express Pricing Attachment

  
 Agreement Number: 123257 
  
 Customer Name: PROVIDE COMMERCE, INC. f/k/a PROFLOWERS 
  
 Effective Date: See Amendment (“Effective Date”) 
  
 The pricing applies only to the following FedEx account numbers. If the account number is a
national account number or a specific subgroup, unless otherwise noted the pricing applies to all individual FedEx account numbers associated with the national account or subgroup number(s): 
  
 Account(s) [***] 
  
 U.S. DOMESTIC EXPRESS 
  
 Pricing for U.S. Domestic Express services applies to U.S. payor FedEx accounts for shipments with a U.S. origin and a U.S. destination. 
  
 Domestic Freight pricing is subject to minimum charges, which are determined by FedEx and are
subject to change without notice. 
  
 Customer’s Express pricing is expressed
as a percentage discount off of the Base Rate identified in the table below. Discounts do not apply to ancillary service fees, surcharges, special handling fees or other charges and are applicable for the time period(s) specified below. 

 

							
	Term

	  	 Term Start

	  	 Term End

	  	 Base Rate


	1	  	11/11/2004	  	*	  	Service Guide in effect on date of Shipment

  

	*	Customer’s Express pricing does not expire and shall remain in effect unless otherwise terminated by Customer or FedEx as specified in the Agreement. FedEx reserves the right
to change Customer’s pricing program structure upon notice. 

  
 Pricing will be effective the later of the first term start date or the agreement effective date. 
  
 The following service(s) will be charged at the FedEx Service Guide rates in effect on the date of shipment: 
  
 FedEx First Overnight Envelope 
 FedEx First Overnight 
 FedEx 1Day Freight 
 FedEx 2Day Freight 
 FedEx 3Day Freight 
  
 Base Discounts: 
  
 Discounts are
stated as percentages and any minimums are stated as U.S. dollar amounts. 
  
 FedEx [***] 
  

																					
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	 Minimum Charges $
	  	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]

  

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	 Minimum Charge $
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]

  
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	 2–2 lbs. %
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	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 5–5 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
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	 7–7 lbs. %
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	 8–8 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 9–9 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 10–20 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 21+ lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Minimum Charge $
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]

  
 FedEx [***] 
  

																			
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	 Minimum Charge $
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]

  
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	 Minimum Charge $
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]

  
 FedEx [***] 
  

																			
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	 1–1 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 2–2 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 3–3 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 4–4 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 5–5 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 6–6 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 7–7 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 8–8 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 9–9 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 10–20 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 21+ lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Minimum Charge $
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]

  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 FedEx [***] 
  

																					
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	 1–1 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 2–2 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 3–3 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 4–4 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 5–5 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 6–6 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 7–7 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 8–8 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 9–9 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 10–20 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 21+ lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Minimum Charge $
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]

  
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	 1–1 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 2–2 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 3–3 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 4–4 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 5–5 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 6–6 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 7–7 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 8–8 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 9–9 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 10–20 lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 21+ lbs. %
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Minimum Charge $
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]

  
 Commitments: 

 
 Customer’s pricing is based upon Customer’s Shipping Commitments. Customer
shall achieve and maintain each of the following minimum Shipping Commitments within [***] of the Effective Date. Customer shall provide FedEx with no less than [***] notice following any divestiture of accounts receiving pricing pursuant to this
Agreement. In the event of a merger or acquisition, Customer shall notify FedEx’s Sales Executive in writing at least [***] in advance of locations and accounts for pricing to apply to such accounts. In the event any merger, acquisition or
divestiture materially alters Customer’s shipping profile, FedEx reserves the right to modify any or all of the Shipping Commitments in this Agreement upon [***] written or electronically transmitted notice. 
  
 Deviation from these Shipping Commitments may result in pricing changes that more accurately
reflect Customer’s actual shipping patterns or in the removal of all discounted pricing. FedEx will provide [***] written or electronically transmitted notice of any such changes. 
  
 Minimum Packages [***] On [***] Customer agrees to tender the following number of packages to FedEx Express on [***] basis:

  
 [***] 
  
 Average [***] Customer agrees to maintain the following Average [***] per package during the term of this Agreement. Average [***] is
calculated by dividing the Average [***] by the average [***] of packages shipped by Customer since the Effective Date. [***] do not include ancillary 
  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  
  

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 service fees, surcharges, special handling fees or other charges.  
 [***] 
  
 SPECIAL HANDLING FEES AND OTHER CHARGES: 
  
 All Special Handling Fees and other ancillary charges will be assessed as per the FedEx Service Guide in effect on the date of shipment except as detailed below or otherwise identified on the Agreement and any Attachments, Addenda or
Amendments thereto. Dimensional weighting will be applied as per the FedEx Service Guide in effect on the date of shipment except as detailed below. 
  

					
	Term

	 	Term
Start

	 	Term
End


	1	 	[***]	 	[***]
	2	 	[***]	 	[***]
	3	 	[***]	 	[***]
	4	 	[***]	 	[***]
	5	 	[***]	 	[***]

  

	*	Customer’s surcharge reduction(s), if any, for this term do not expire and shall remain in effect unless otherwise terminated by Customer or FedEx as specified in the
Agreement. 

  
 Term 1 
  
 Surcharge Exceptions 
  

			
	 Surcharge

	  	Discount


	 Saturday Delivery
	  	[***]
	 Saturday Pick–Up
	  	[***]
	 Residential Delivery Charge
	  	[***]

  
 Dim
Exceptions 
  

			
	 Service

	  	 
	 Domestic <= 1 Cu Ft
	  	[***]
	 Domestic > 1 Cu Ft
	  	[***]

  
 Term 2 
  
 Surcharge Exceptions 
  

			
	 Surcharge

	  	Discount


	 Saturday Delivery
	  	[***]
	 Saturday Pick–Up
	  	[***]
	 Residential Delivery Charge
	  	[***]

  
 Dim
Exceptions 
  

			
	 Service

	  	 
	 Domestic <= 1 Cu Ft
	  	[***]
	 Domestic > 1 Cu Ft
	  	[***]

  
 Term 3 
  
 Surcharge Exceptions 
  

			
	 Surcharge

	  	Discount


	 Saturday Delivery
	  	[***]
	 Saturday Pick–Up
	  	[***]
	 Residential Delivery Charge
	  	[***]

  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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 Dim Exceptions 
  

			
	 Service

	  	 
	 Domestic <= 1 Cu Ft
	  	[***]
	 Domestic > 1 Cu Ft
	  	[***]

  
 Term 4 
  
 Surcharge Exceptions 
  

			
	 Surcharge

	  	Discount


	 Saturday Delivery
	  	[***]
	 Saturday Pick–Up
	  	[***]
	 Residential Delivery Charge
	  	[***]

  
 Dim
Exceptions 
  

			
	 Service

	  	 
	 Domestic <= 1 Cu Ft
	  	[***]
	 Domestic > 1 Cu Ft
	  	[***]

  
 Term 5 
  
 Surcharge Exceptions 
  

			
	 Surcharge

	  	Discount


	 Saturday Delivery
	  	[***]
	 Saturday Pick–Up
	  	[***]
	 Residential Delivery Charge
	  	[***]

  
 Dim
Exceptions 
  

			
	 Service

	  	 
	 Domestic <= 1 Cu Ft
	  	[***]
	 Domestic > 1 Cu Ft
	  	[***]

  
 MONEY BACK GUARANTEE AND OTHER
PROVISIONS 
  
 Customer waives the right to request refunds under the
Money–Back Guarantee Policy provisions of the FedEx Service Guide for all FedEx Express Services. 
  
 Customer may have a customized Domestic Express Freight pricing program. Any such pricing is not superseded by this Agreement. Please refer to the applicable contract for specific pricing and contract terms.

  
 Customer’s express Special Program(s) pricing is expiring and is replaced
with the pricing identified herein. 
  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

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