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Terms of Service
Flowergist Terms of Service
These Flowergist Terms of Service (“Terms”) govern your use of the Flowergist website and any Flowergist mobile application, content, products and other services offered by Flowergist (collectively, the “Services”). Flowergist, Inc. (“Flowergist”, “we”, “our” or “us”) provides the Services. “You” and “your” refers to you as a user of any of the Services, whether as a Professional or Client, each as defined below.
THE DISPUTE RESOLUTION SECTION IN SECTION 22 OF THESE TERMS CONTAINS A MUTUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT REQUIRES YOU AND FLOWERGIST TO RESOLVE DISPUTES WITH EACH OTHER ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. PLEASE REVIEW THE DISPUTE RESOLUTION SECTION OF THESE TERMS CAREFULLY. BY AGREEING TO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION SECTION 22, AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
The Services include a marketplace technology platform that enables third-party florist, event planner and flower enthusiast clients (“Clients”) and third-party Floral Vendors (“Vendors”) to connect with each other for Vendors to provide floral products and services to Clients (the “Flower Goods or Services”). Flowergist has no control over the conduct of Vendors, Clients, or any other users of the Services. YOU ACKNOWLEDGE AND AGREE THAT FLOWERGIST IS A TECHNOLOGY SERVICES PROVIDER THAT DOES NOT PROVIDE FLOWERS OR FLORAL SERVICES.
Acceptance of these Terms. By agreeing to these Terms, and/or by using or accessing the Services (including without an account), you expressly acknowledge that you understand and accept all of the terms (including the dispute resolution and arbitration provisions below). BY USING THE SERVICES, YOU ARE AGREEING TO THESE TERMS. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT USE OR ACCESS THE SERVICES.
Changes to these Terms. Flowergist may, in its sole discretion, amend these Terms and modify or update the Services from time to time. If we change these Terms, we will give you notice by posting the revised Terms on or through the Services. Please review this page periodically to ensure you are aware of any changes. Those changes will go into effect on the revision date shown in the revised Terms. Your continued use of the Services will constitute your acceptance of the amended Terms.
Your Consent to Receive Calls, Text Messages, Emails, and Other Communications. You expressly consent to receive and accept communications from Flowergist, our affiliates, and their respective representatives, including via e-mail, telephone calls, text messages (including by an automatic telephone dialing system or a prerecorded voice), push notifications, or other comparable means at any of the e-mail addresses and/or telephone numbers provided by you or on your behalf to Flowergist. You agree that the foregoing authorized communications may be initiated for any transactional, customer service, advertising, marketing, promotional, debt collection, account administration, or other purposes in connection with the Services. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PRERECORDED OR AUTODIALED PROMOTIONAL, ADVERTISING, OR MARKETING (COLLECTIVELY, “MARKETING”) CALLS OR TEXT MESSAGES AS A CONDITION OF PURCHASING ANY PROPERTY, GOODS, OR SERVICES. IF YOU WISH TO OPT OUT OF MARKETING CALLS, EMAILS, OR TEXT MESSAGES FROM US, YOU AGREE TO OPT OUT BY FOLLOWING ANY UNSUBSCRIBE INSTRUCTIONS PROVIDED TO YOU IN THOSE COMMUNICATIONS OR BY CONTACTING CUSTOMER SUCCESS AT [SUPPORT NUMBER, IF APPLICABLE] OR INFO@FLOWERGIST.COM. If you receive a marketing call from Flowergist, you also may opt-out of receiving future marketing calls by communicating a do-not-call request to our representative before you hang up. You agree that Flowergist and our affiliates and representatives will not be responsible for honoring opt-out requests communicated through other channels. If you wish to register an account with Flowergist without agreeing to receive autodialed or prerecorded marketing calls or text messages from Flowergist and our affiliates, contact a customer success representative for assistance at info@Flowergist.com. You represent and warrant that you are authorized to approve the receipt of calls and text messages at any telephone number you provide to us in connection with your account or your use of our Services and to approve any related carrier charges. PLEASE BE ADVISED THAT IF YOU OPT OUT OF MARKETING COMMUNICATIONS, FLOWERGIST MAY STILL SEND YOU COMMUNICATIONS ABOUT YOUR ACCOUNT OR ANY TRANSACTIONS BETWEEN YOU, FLOWERGIST, AND/OR OTHER USERS OF THE PLATFORM, INCLUDING THE SERVICES YOU PROVIDE TO OR RECEIVE FROM OTHER USERS OF THE PLATFORM. YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING TEXT MESSAGES OR OTHER COMMUNICATIONS MAY IMPACT YOUR USE OF THE SERVICES.
You must be at least eighteen (18) years old to use the Services. If you are under the age of majority in your state of residence or a minor, your parent or legal guardian must agree to these Terms on your behalf and you may only access and use the Services with permission from your parent or legal guardian.
Flowergist as a Marketplace Technology Platform.
The Services include a marketplace technology platform that connects Vendors with Clients. We do not provide any flowers, flower preparation or other flower-related services and make no representations or warranties about the quality of Flowers provided by Vendors, or about your interactions and dealings with Vendors, Clients, or other users, as applicable. Flowergist does not employ, recommend, or endorse Clients or Vendors, and we are not responsible or liable for the performance or conduct of Clients or Vendors, whether online or offline. Flowergist does not procure insurance for Clients or Vendors, nor is Flowergist responsible for the property of Clients or Vendors.
For Clients: As a Client, you understand that use of the Services may result in you owing fees to the Vendor for the Flower or Flower Related Services you receive from such Vendor, as well as ancillary charges in connection with your receipt of such Flower Goods or Services from Vendors (“Charges”). Such Charges may include some combination of the following: (i) cancellation fee, (ii) service, shipping, or platform usage fee, (iii) trust and safety fee, (iv) surcharges, (v) convenience fee, and (vi) other fees. A description of any Charges will be available on the Services. You have absolute discretion to request or not request Flower Goods or Services from a Vendor if the total applicable Charges are not acceptable to you. Flowergist will facilitate your payment of the applicable Charges on behalf of the Vendor through third-party payment processors, with whom you may be required to establish an account to access the Services. Payment of Charges in such manner shall be considered the same as payment made directly by you to the Vendor. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable regardless of your decision to terminate usage of the Services, Flowergist’s decision to terminate your usage, any disruption of the Services, or any other reason whatsoever, unless otherwise determined by Flowergist. All Charges are due immediately and Flowergist, or a third-party payment processor, will process your payment on the Vendor’s behalf using the primary payment method designated by you in your Flowergist account, for which payment method Flowergist reserves the right to seek authorization to verify the payment method and ensure all Charges will be covered. If your primary payment method is determined to be expired, invalid, or otherwise not able to be charged, you agree that Flowergist may, as the Vendor’s limited payment collection agent, use a secondary payment method in your account, if available.
For Vendors: If you are a Vendor, you will receive payment for your provision of Flower Goods or Services pursuant to the terms of the Vendor Addendum, which shall be part of the Additional Terms between you and Flowergist.
Tips, Gratuities, and Reviews: The Charges are not inclusive of tip or gratuity for the Vendor. While Clients are free to provide gratuity to any Vendor who provides Flower Goods or Services obtained through the Services, Clients are under no obligation to do so. After receiving Flower Goods or Services obtained through the Services, Clients will have the opportunity to rate their experience and leave additional feedback about their Professional.
Automatic Subscription Renewal and Cancellation: FLOWERGIST SUBSCRIPTIONS WILL CONTINUE INDEFINITELY UNTIL CANCELLED BY YOU. AFTER YOUR INITIAL SUBSCRIPTION COMMITMENT PERIOD, IF ANY, AND AGAIN AFTER ANY SUBSEQUENT SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR AN ADDITIONAL PERIOD EQUIVALENT TO THE SUBSCRIPTION TERM YOU ORIGINALLY SELECTED AND AT THE SUBSCRIPTION RATE AND FREQUENCY DISCLOSED TO YOU WHEN YOU ORIGINALLY SUBSCRIBED, UNLESS YOU ARE OTHERWISE NOTIFIED BY FLOWERGIST. You may cancel your subscription at any time by following the instructions on your account settings page or by contacting info@Flowergist.com. If you cancel your subscription, you typically will be permitted to use your subscription until the end of your then-current subscription term. Your subscription will not be renewed after your then-current term expires, but your payment method will be charged, and you will be required to pay any cancellation or other fees associated with your early termination and disclosed to you at the time you signed up for the subscription plan.
From time to time, Flowergist may, in its sole discretion, make available certain promotions, offers, credits, rewards, subscriptions, or referrals links or codes to Clients (the “Promotions”). Such Promotions will be provided to Clients via the Services, by email, or otherwise made available electronically by Flowergist. Such Promotions are only valid for redemption through the Services and are not transferable or redeemable for cash except as required by law. Each Promotion is a limited time offer and is valid only for the time and purpose and under the terms and conditions specified therein, which may include eligibility, time, and location requirements. Flowergist, at its sole discretion, reserves the right to issue Promotions with different features, discounts, offers, or deals to any users or groups of users determined solely by Flowergist. These Promotions, unless made to you, shall have no bearing whatsoever on your use of the Services or any Promotions offered to you. Flowergist reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promotions that were made in error or obtained through fraud or suspected illegal behavior, or where the Client was found to be in violation of the terms of such Promotion, these Terms, or the Additional Terms. Promotions may be modified, disabled, or withdrawn by Flowergist at any time for any reason or no reason without liability to Flowergist.
Acceptable Use of the Services. You are responsible for your use of the Services, and for any use of the Services made using your account. Flowergist prohibits certain kinds of conduct that may be harmful to other users, third parties, or to us. When you use the Services, you may not:
violate any law or regulation or use the Services for any unintended or illegal purposes;
violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;
provide false information in your profile on, or registration for, the Services;
post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
send unsolicited or unauthorized advertising or commercial communications, such as spam;
engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Services;
transmit any viruses, malicious codes, or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
stalk, harass, or harm another individual;
impersonate any person or entity, maintain more than one account (or, if Flowergist suspends or terminates your account, create further accounts), or perform any other fraudulent activity, such as phishing, marketplace collusion, promotional abuse, and payment fraud;
use any means to scrape or crawl any Web pages contained in the Services;
use the Services to identify Vendors or Clients to complete off-line transactions that circumvent your payment obligations for the Services;
use the Services for purposes of competing with Flowergist;
authorize other users to use your user status or transfer your account to any other person or entity;
attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect the Services;
interfere with Flowergist’s provision of, or any other user’s use of, the Services;
attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Services;
solicit another user’s username and password for the Services;
post reviews about Vendors or Flowergist Services that are not based on your personal experience, that are intentionally inaccurate, or that violate these Terms or Additional Terms; or
advocate, encourage, or assist any third party in doing any of the foregoing.
Definition: The Services allow you to upload, submit, store, send, or receive data, information, and content (“User Content”). Flowergist may offer an in-app chat feature to better connect Clients with Vendors. Data, information, and content sent through the chat feature is User Content that is subject to these Terms. You retain ownership of any intellectual property rights that you hold in the User Content, including your own your personal data.
Permission to Use User Content: When you upload, submit, store, send, or receive User Content to or through the Services, you grant to us and those we work with a worldwide, non-exclusive, perpetual, irrevocable, sublicensable, fully-paid, royalty-free license to use, host, store, reproduce, modify, create derivative works (including, but not limited to, translations, adaptations, or other changes we make so that User Content works better with the Services), publicly perform, publicly display, and distribute your User Content in order to operate, promote, market, and improve our Services.
Further Rights, Obligations, and Disclaimers: You represent and warrant that (i) you own all rights to your User Content or, alternatively, that you have the right to give us the rights described above (including having the necessary consents and releases from any individuals who appear in your User Content); and (ii) your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. We may refuse to accept or transmit User Content for any reason. We reserve the right to use, share, and display your User Content (including all reviews of Clients or Vendors) in any manner in connection with our business without attribution to you or your approval. You acknowledge and agree that we are distributors (without any obligation to verify) and not publishers of User Content, including reviews, and we reserve the right to monitor, screen, edit, or remove your User Content and reviews in the event that such content includes obscenities or other objectionable content, includes an individual’s name or other personal information, or violates any privacy laws, other applicable laws, or Flowergist’s content policies. We are not obligated to provide you with copies of your User Content, nor will we have any liability to you for any deletion, disclosure, loss, or modification to your User Content.
Name, Image, and Likeness: If you include your name, image, likeness or voice in any of your User Content, you grant us permission to use your name, image, likeness and voice, and hereby release us from any liability arising from such use, including, without limitation, claims for invasion of privacy, infringement of your right of publicity, and defamation (including libel and slander).
Requirements and Obligations
Clients: For Clients, you hereby represent, covenant, and warrant to Flowergist and each Professional who provides you with Flower Goods or Services that: (i) you will comply with all laws and ordinances applicable to your activities conducted through the Services; (ii) you are at least eighteen (18) years old; (iii) you will not authorize third parties to use your account and will not allow persons under the age of eighteen (18) to receive Flower Goods or Services from Vendors under your account unless they are accompanied by you; and (iv) you will not assign or otherwise transfer your account to any other person or entity. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity. You acknowledge and agree that if you allow another person to access your account or if you request Flower Goods or Services for someone else, in each case in violation of these Terms, you and such other person will be jointly and severally liable for all acts and omissions in connection with engaging the Services, including all costs incurred or associated with such engagement.
Vendors: For Vendors, you hereby represent, covenant, and warrant to Flowergist and each Client to whom you provide Flower Goods or Services that (i) you possess a valid license necessary to provide the Flower Goods or Services you offer and are otherwise authorized to provide such Flower Goods or Services in the jurisdiction in which you provide the Flower Goods or Services; (ii) you will not engage in negligent, reckless or fraudulent behavior on or through the Services or while providing Flower Goods or Services or take action that harms or threatens to harm the safety of a Client; (iii) you will not, while providing the Flower Goods or Services, charge for services (except as expressly provided in these Terms and the Additional Terms), demand that a Client pay in cash, or use a credit card reader to accept payment or engage in any other activity in a manner that is inconsistent with your obligations under these Terms or the Additional Terms; (iv) you will not discriminate against Clients based on race, color, religion, national origin, gender, gender identity or expression, physical or mental disability, medical condition, marital status, age, or sexual orientation; (v) you have a valid policy of liability insurance in coverage amounts consistent with all applicable legal requirements and generally accepted industry practices; and (vi) you will pay all applicable federal, state and local taxes based on your provision of Flower Goods or Services and any payments received by you.
Relationship of the Parties. You understand and agree that Vendors and Clients are independent of, and not partners, joint venturers, agents, legal representatives, employers, workers, or employees of, Flowergist. You have no ability or authority to represent Flowergist or otherwise make statements or commitments on Flowergist’s behalf. Vendors have the sole and absolute discretion to reject or refuse any Flower Goods or Services that a Client may request, including if such Client violates any law or regulation, is dangerous or unsafe, or otherwise violates these Terms or the Additional Terms.
Referral Fee. You acknowledge that Flowergist is in the business of connecting Clients and Vendors, and that said business is one of the ways Flowergist earns its income. As a result, you agree that if you solicit a Vendor or Client to provide or procure off-platform goods or services to an individual you first met and/or learned about through the Flowergist platform, Flowergist is entitled to charge both you and the Client or Vendor a referral fee of $1,000. This referral fee will be charged once per specific Client/Vendor relationship utilized outside of the process provided for within the Services, and you hereby authorize Flowergist to charge any of your payment methods for the referral fee.
Other than User Content, the Services, including without limitation all software, text, media, and other content available on the Services, our trademarks, logos, and brand elements, and all rights therein are and shall remain Flowergist’s property or the property of Flowergist’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Flowergist’s company names, logos, product and service names, trademarks or services marks or those of Flowergist’s licensors.
Copyright and Intellectual Property Policy. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to info@Flowergist.com:
Your address, telephone number, and email address.
A description of the copyrighted work that you claim has been infringed.
A description of where the alleged infringing material is located.
A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law.
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
A statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
You acknowledge that if you fail to comply with all of the requirements of this Section 15, your notice may not be valid.
Third-Party Content. The Services may contain links to other websites and online resources, and the Services may be made available or accessed in connection with third-party services and content (including advertising) that Flowergist does not control. You acknowledge that different terms of service and privacy policies may apply to your use of such third-party websites, services, and content. Flowergist does not endorse such third-party websites, services, and content and in no event shall Flowergist be responsible or liable for any damage or loss related to the use of websites, products, services, or content of such third-party providers. Reviews, profiles, advice, opinions, statements, offers, postings, or other information or content made available through the Services, but not directly by Flowergist, are those of their respective authors, who are solely responsible for such content. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FLOWERGIST DOES NOT: (A) WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES; OR (B) ADOPT, ENDORSE, OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN FLOWERGIST.
Third-Party Beneficiaries. Vendors (when the Terms are agreed to between Flowergist and a Client) and Clients (when the Terms are agreed to between Flowergist and a Vendor) are each a third-party beneficiary of these Terms, and upon acceptance of these Terms, the Vendor or Client (respectively) will have the right (and will be deemed to have accepted the right) to enforce these Terms as the third-party beneficiary hereof.
Suspension and Termination. We reserve the right to refuse to provide the Services to any person. We also reserve the right to suspend or terminate any user’s right to access the Services at any time, in our sole discretion, for any reason (or no reason at all), including without limitation (i) if Flowergist believes in good faith that such action is reasonably necessary to protect the personal safety or property of Flowergist, our users, any third-party payment processor or third parties, or to prevent fraud or other illegal activity, or (ii) if you fall below average ratings or reviews of you by Vendors or Clients, as applicable. If your conduct on the Services or with respect to the Services is inappropriate or unsafe or you violate any of these Terms or the Additional Terms, your permission to use the Services automatically terminates.
Disclaimer and Limitations on Our Liability
General Disclaimer: YOU USE THE SERVICES AND ANY CONTENT AND PRODUCTS AVAILABLE ON OR THROUGH THE SERVICES AT YOUR OWN RISK. THE SERVICES AND ANY CONTENT, PRODUCTS AND FLOWER SERVICES AVAILABLE ON OR THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FLOWERGIST AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, AND THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES, PRODUCTS OFFERED FOR SALE THROUGH THE SERVICES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SERVICES. FLOWERGIST AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES AND LICENSORS WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY, OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (C) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (E) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED OR ANY PRODUCT OFFERED FOR SALE THROUGH THE SERVICES.
Limitation on Our Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, COMPENSATORY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES YOU HAVE ACTUALLY PAID TO US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.
Disclaimer of Insurance Entity Status: Flowergist is not a licensed insurance entity and does not offer, administer, solicit, market, sell, underwrite, or in any way engage in the business of insurance. All insurance products referenced as part of the Services are offered and administered by independent third-party insurance providers. Flowergist makes no representations or warranties about the accuracy or completeness of content available on the insurance products or sites linked in or as part of the Services. The information you see on the Services may be different from what you see when you visit an insurance provider or specific insurance website.
You agree to indemnify, defend and hold harmless Flowergist, its affiliates, and the officers, directors, employees and agents of the foregoing, from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorneys’ fees and legal costs) of any kind or nature, arising from or relating to, any (i) actual or alleged breach of these Terms or the Additional Terms by you or anyone using your account, including claims arising from a breach of any of the representation or warranties set forth in these Terms or Additional Terms; (ii) transactions, interactions or disputes with other users of the Services, whether online or offline; (iii) your misstatements, omissions, misrepresentations, or violation of applicable law; (iv) any of your User Content; and (v) any text messages or other communications that you initiate to other users of the Services or to third parties through our Services. YOU FURTHER AGREE THAT YOU WILL COOPERATE WITH US IN THE DEFENSE AND INVESTIGATION OF SUCH CLAIMS. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION UNDER THIS SECTION, AND YOU WILL NOT SETTLE ANY SUCH CLAIM OR MATTER WITHOUT OUR PRIOR WRITTEN CONSENT.
Arbitration Agreement. In the event a dispute relating to these Terms, any Additional Terms, or your use of the Services arises, the matter shall be resolved by binding arbitration, and you and Flowergist hereby waive any right to resolve the matter by any means other than binding arbitration. Any party pursuing arbitration proceedings shall provide written notice to that effect to the other party. The party giving such notice shall, however, refrain from commencing the arbitration proceedings for a period of sixty (60) days following such notice. During this period, the parties shall make good faith efforts to amicably resolve the claim, dispute or controversy without arbitration. Any arbitration hereunder shall be conducted in the English language under the commercial arbitration rules of the American Arbitration Association. Any such arbitration shall be conducted in Miami, Florida. The panel of arbitrators shall have the authority to grant specific performance. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based on the claim, dispute or controversy in question would be barred under these Terms or by the applicable statute of limitations. Each of you and Flowergist will be responsible for its own costs and fees (including all attorney’s fees) associated with arbitrating a claim, dispute or controversy hereunder.
Force Majeure: Under no circumstances will Flowergist be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.
Governing Law: These Terms and the Additional Terms will be governed by and construed in accordance with the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any conflict of laws rules or provisions. In the event the agreement to arbitrate above is found not to apply to you or a particular claim or dispute, you agree that any action of whatever nature arising from or relating to these Terms, the Additional Terms, or your use of the Services will be filed only in the state or federal courts located in Miami-Dade County, Florida. You and Flowergist consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
Waive of Jury Trial: YOU AND FLOWERGIST HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDINGS ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES, THESE TERMS, THE ADDITIONAL TERMS, YOUR RELATIONSHIP WITH FLOWERGIST, OR YOUR RECEIPT OF ANY COMMUNICATIONS WITH FLOWERGIST.
Severability and Waiver: If any provision of these Terms is found to be unlawful or unenforceable, that provision will be deemed severable from these Terms and will not affect the enforceability of any other provision. The failure by us to enforce any right or provision of these Terms will not be deemed a waiver and will not prevent us from enforcing such right or provision in the future.
Assignment: We may freely assign our rights and obligations under these Terms, including in connection with a merger, acquisition, reorganization, sale of assets or equity, or by operation of law. You may not assign any rights or obligations under these Terms without the prior written consent of Flowergist, and any purported assignment in violation of this provision shall be null and void.
Entire Agreement: These Terms, in addition to all applicable Additional Terms, including, with respect to Vendors, the Professional Addendum, set forth the entire understanding and agreement between you and Flowergist with respect to the subject matter hereof and supersede all previous understandings and agreements between the parties, whether oral or written.
Flowergist Professional Addendum
This Flowergist Professional Addendum (this “Addendum”) is an addendum to the Flowergist Terms of Service https://flowergist.com/terms-of-use (the “Terms”), and it sets forth additional terms and conditions that are applicable to your provision of Flower Goods or Services through the Flowergist Services. Capitalized terms herein have the meaning set forth in the Terms.
Client Charges and Professional Fees. Flowergist will charge Clients amounts determined by you for the Flower Goods or Services you provide (the “Client Charges“). Client Charges shall be quoted in advance and fixed at the time of the Flower Goods or Services request. You are entitled to a Vendors Fee for the Flower Goods or Services you provide for Clients, as provided in the Terms and this Addendum. The “Vendor Fee” for received/completed Flower Goods or Services is the amount of money payable to you for each Vendor Service or Goods provided, calculated as a percentage of the Client Charge (the “Fee Rate”), which may depend on type of Flower Goods or Services or any other factors as determined in Flowergist’s sole discretion. In situations where a Client cancels Flower Goods or Services request that you have accepted, you may earn a cancellation fee. In those cases, you will earn a Vendor Fee in the amount of the cancellation payment set forth in the Services. The Fee Rate is subject to change in Flowergist’s discretion, and any changes shall be published through the Services. By continuing to use the Services and provide Flower Goods or Services hereunder, you are deemed to accept these changes.
Additional Payments to You. In addition to the Vendor Fee, you will receive the following payments, if applicable: (i) any tips provided by a Client to you, (ii) any fees or surcharges we collect for remittance to you, (iii) any damage charges we collect on your behalf, and (iv) any bonuses or incentives you earn based on your provision of Flower Goods or Services.
Payment Processing. Flowergist will, through a third-party payment processor as selected by Flowergist in its sole discretion, collect payments owed to you by Clients, and you agree that the receipt of such payments satisfies the Client’s obligation to you. You acknowledge and agree that all payments owed to you hereunder shall not include any interest and will be net of any amounts that Flowergist or Flowergist’s selected third-party payment processor is required to withhold by law. Payment processing services are provided by Stripe and subject to the Stripe Connected Account Agreement (available at https://stripe.com/us/connect-account/legal), which includes the Stripe Services Agreement (available at https://stripe.com/us/legal) (collectively, the “Stripe Terms“). By using the Services to receive payment proceeds, you agree to be bound by the Stripe Terms, which may be modified from time to time. As a condition of Flowergist enabling payment processing services through Stripe, you authorize Flowergist to obtain all necessary access and perform all necessary activity on your Stripe Connected Account to facilitate your provision of Flower Goods or Services as contemplated by the Terms, this Addendum, and your relationship with Flowergist. You further agree to provide accurate and complete information about you and your business and to authorize Flowergist to share it and transaction information with Stripe for the purposes of facilitating the payment processing services provided by Stripe. Flowergist reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion.
Promotions and Coupons. Flowergist may, at its discretion, offer discounts, promotions, or other coupons to Clients (“Promotions”), but such Promotions shall not impact the Client Charge, Professional Fee, or any other payments owed to you. Your payment for Flower Goods or Services subject to a Promotion will be determined based on the Client Charge for the Flower Goods or Services as if such Promotion were not applied.
Confidentiality. You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Flowergist’s business, operations and properties, or any information about a Client made available to you in connection with such Client’s use of the Services, which may include the Client’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by Flowergist for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties, and you agree not to store separate and outside of the Services any Client information obtained from the Services. As a Professional, you understand that some of the Client information you receive may be protected by federal and/or state confidentiality laws governing the privacy and security of such information. In the event that you know a Client, you should not disclose to anyone the identity of the Client or the location that you provided the Flower Goods or Services for the Client. You understand that any violation of this confidentiality provision may violate state confidentiality laws and could result in civil or criminal penalties against you. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Flowergist in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Flowergist with regard to any Confidential Information which you can prove: (i) was in the public domain at the time it was disclosed by Flowergist or has entered the public domain through no fault of yours; (ii) was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of Flowergist; (iv) becomes known to you, without restriction, from a source other than Flowergist without breach of the Terms or this Addendum by you and otherwise not in violation of Flowergist’s rights; or (v) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall provide prompt notice of such court order or requirement to Flowergist to enable Flowergist to seek a protective order or otherwise prevent or restrict such disclosure.
Relationship of the Parties. You and Flowergist expressly agree that (i) this is not an employment agreement and does not create an employment relationship between you and Flowergist; and (ii) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by the Terms or this Addendum. You have no authority to bind Flowergist, and you undertake not to hold yourself out as an employee, agent or authorized representative of Flowergist. Flowergist does not, and shall not be deemed to, direct or control you, generally, or in your performance under the Terms or this Addendum, specifically, including in connection with your provision of Flower Goods or Services or your acts or omissions. You retain the sole right to determine when, where, and for how long you will utilize the Services. Flowergist does not, and shall not be deemed to, unilaterally prescribe specific dates, times of day, or any minimum number of hours for you to utilize the Services. You retain the option to accept or to decline or ignore a Client’s request for Flower Goods or Services via the Services, or to cancel an accepted request for Flower Goods or Services via the Services, subject to Flowergist’s then-current cancellation policies. Flowergist does not, and shall not be deemed to, require you to accept any specific request for Flower Goods or Services as a condition of maintaining access to the Services. Flowergist shall have no right to require you to: (a) display Flowergist’s names, logos or colors; or (b) wear a uniform or any other clothing displaying Flowergist’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Flower Goods or Services or otherwise engage in any other business or employment activities, including but not limited to providing services similar to the Flower Goods or Services through other companies, and that Flowergist does not, and shall not be deemed to, restrict you from engaging in any such activity.
Mobile Terms of Service
Last updated: July 6, 2023
The Flowergist mobile message service (the “Service”) is operated by Flowergist (“Flowergist”, “we”, or “us”). Your use of the Service constitutes your agreement to these terms and conditions (“Mobile Terms”). We may modify or cancel the Service or any of its features without notice. To the extent permitted by applicable law, we may also modify these Mobile Terms at any time and your continued use of the Service following the effective date of any such changes shall constitute your acceptance of such changes.
By consenting to Flowergist’s SMS/text messaging service, you agree to receive recurring SMS/text messages from and on behalf of Flowergist through your wireless provider to the mobile number you provided, even if your mobile number is registered on any state or federal Do Not Call list. Text messages may be sent using an automatic telephone dialing system or other technology. Service-related messages may include updates, alerts, and information (e.g., order updates, account alerts, etc.). Promotional messages may include promotions, specials, and other marketing offers (e.g., cart reminders).
You understand that you do not have to sign up for this program in order to make any purchases, and your consent is not a condition of any purchase with Flowergist. Your participation in this program is completely voluntary.
We do not charge for the Service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message frequency varies. Message and data rates may apply. Check your mobile plan and contact your wireless provider for details. You are solely responsible for all charges related to SMS/text messages, including charges from your wireless provider.
You may opt-out of the Service at any time. Text the single keyword command STOP to +18883513802 or click the unsubscribe link (where available) in any text message to cancel. You’ll receive a one-time opt-out confirmation text message. No further messages will be sent to your mobile device, unless initiated by you. If you have subscribed to other Flowergist mobile message programs and wish to cancel, except where applicable law requires otherwise, you will need to opt out separately from those programs by following the instructions provided in their respective mobile terms.
For Service support or assistance, text HELP to +18883513802 or email firstname.lastname@example.org.
We may change any short code or telephone number we use to operate the Service at any time and will notify you of these changes. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we will not be responsible for honoring requests made in such messages.
The wireless carriers supported by the Service are not liable for delayed or undelivered messages. You agree to provide us with a valid mobile number. If you get a new mobile number, you will need to sign up for the program with your new number.
To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the Service, any errors in such information, and/or any action you may or may not take in reliance on the information or Service.
We respect your right to privacy. To see how we collect and use your personal information, please see our Privacy Notice.
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