Terms of Service

SendMeFlowers LLC

Last updated: November 20, 2024

IMPORTANT NOTICE:

This Agreement governs how disputes between you and SendMeFlowers can be resolved. It contains a binding and final arbitration provision and class action waiver (Section 14). Please read carefully, as it affects your legal rights, including, if applicable, your right to opt out of arbitration.

1. Our Services

SendMeFlowers is a gifting platform for members of our service. We allow anyone to buy flowers for our members in an enjoyable and privacy-forward way.

2. Our Users

2.1 Members

A “Member” is a user who has set up an account on the Site to create a preference list of flowers for anyone to purchase as gifts.

2.2 Purchasers

A “Purchaser” is a user who purchases an item for a creator from the Member's public profile through the Site.

3. Account, Password, Security and Mobile Phone Use

3.1 Member Accounts

As a Member, you must register with SendMeFlowers and create an account to use the Services (an “Account”). As part of this process, you will be requested to provide certain information, including, without limitation, your name, full address, phone number, and email address.

By using the Services, you agree to provide true, accurate, current, and complete information as prompted by the registration process and to maintain and promptly update your Account information to keep it accurate, current, and complete.

You are the sole authorized user of your Account and are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. SendMeFlowers has no control over the use of any user's Account and expressly disclaims any liability derived therefrom.

If you suspect that any unauthorized party may be using your password or Account, or if you suspect any other breach of security, you agree to contact SendMeFlowers immediately.

3.2 Account Ownership

The person signing up for the Services will be the contracting party (“Account Owner”) for the purposes of these Terms of Service and will be the person authorized to use any corresponding Account we provide in connection with the Services.

If you are signing up for the Services on behalf of your employer, your employer shall be the Account Owner. As the Account Owner, you are solely responsible for complying with these Terms of Service, and only you are entitled to all benefits accruing thereto.

Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your password, identification, or any other breach or threatened breach of security related to your Account.

3.3 Username Policy

If SendMeFlowers determines that an Account username impersonates someone else without their express permission or infringes someone's intellectual property, SendMeFlowers may terminate or suspend such an Account in accordance with Section 9 and/or require an updated username.

3.4 Purchaser Responsibilities

As a Purchaser, when you purchase an arrangement or product, you will be required to provide certain information, including, without limitation, your name, full address, phone number, email address, and credit card information. By using the Services, you agree to provide true, accurate, current, and complete information as required to complete the purchase.

3.5 Mobile Communication Consent

By providing your mobile phone number and using the Services, you affirmatively consent to SendMeFlowers' use of your mobile phone number for calls and recurring texts (including with an autodialer and/or prerecorded voice). These communications may include information to:

1. Perform and improve upon the Services.
2. Facilitate the carrying out of the Services.
3. Provide you with reminders, updates, or service-related notices.

SendMeFlowers will not assess any charges for calls or texts; however, standard message, data, or other charges from your wireless carrier may apply.

You may opt out of receiving text messages from us by emailing [email protected] with your request. Similarly, you may opt out of receiving calls by contacting us during any call or by emailing us.

4. Billing, Payment, Fees, Taxes and Payout

4.1 Payment Processing

As a Purchaser or Member, payment and any other expenses must be made through the third-party payment service provider (the “PSP”) as indicated on the Services (which may include, but is not limited to, Stripe, Inc. and its affiliates).

You may be required to register with the PSP, agree to the terms of service of the PSP, provide your payment details to the PSP, and undergo a vetting process at the PSP's request to set up an account with the PSP (the “PSP Services Agreement”).

By accepting these Terms of Service, you agree that you have reviewed and agreed to the PSP Services Agreement. Please note that SendMeFlowers is not a party to the PSP Services Agreement, and you acknowledge that SendMeFlowers has no obligations, responsibility, or liability under the PSP Services Agreement.

4.2 Processing and Service Fees

SendMeFlowers may establish further guidelines for calculating the Processing Fee or Service Fee (e.g., inclusion or exclusion of shipping costs, taxes, and other amounts, as well as the effect of discounts and promotions), as communicated through the Services or otherwise.

4.3 Taxes

For flowers purchased by Purchasers, all prices and fees displayed on the Services are exclusive of applicable federal, provincial, state, local, or other governmental sales, goods and services, or other taxes, fees, or charges now in force or enacted in the future (“Taxes”).

Taxes are calculated based on the billing address provided and will be applied at the time of purchase. Unless otherwise stated, all prices, fees, and other charges are in U.S. dollars, and all payments shall be made in U.S. currency.

4.4 Member Tax Responsibilities

Each Member shall have sole responsibility and liability for all reporting and payment of applicable Taxes related to the receipt of flowers. As a SendMeFlowers user, you warrant that you will at all times comply with all laws and regulations related to Taxes applicable to your use of the Services.

If you experience Tax non-compliance (e.g., failure to report earnings, penalties, or litigation), you agree to notify us at [email protected] within seven days. SendMeFlowers will not be liable for any non-payment of Taxes by users.

4.5 Tax Reporting

SendMeFlowers collects tax identification information and reports to tax authorities as legally required.

4.6 International Deliveries

For international deliveries, Purchasers and Members are responsible for any customs, import duties, or other related charges. It is the responsibility of the Purchaser or Member to verify whether the destination country permits the shipment of flowers or other goods.

5. User-Generated Content

5.1 Definition

“User-Generated Content” refers to any content, information, or materials that you submit, upload, or otherwise make available via the Services, including but not limited to a Member's preference list.

5.2 Definition

You are solely responsible for all User-Generated Content and agree that SendMeFlowers:

1. Is not involved in the creation or development of User-Generated Content.
2. Disclaims responsibility for User-Generated Content.
3. Cannot be held liable for claims arising from User-Generated Content.
4. Reserves the right to monitor or remove User-Generated Content at its sole discretion.

5.3 Content Guidelines

User-Generated Content must not:

1. Include explicit or adult material.
2. Infringe third-party intellectual property rights.
3. Violate any law, statute, or regulation.
4. Contain hate speech, pornography, viruses, or harmful code.

5.4 License to Use Content

By submitting User-Generated Content, you grant SendMeFlowers a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license to use, copy, adapt, modify, distribute, and otherwise exploit such content in connection with the Services.

6. Representations and Warranties

6.1 Age and Authority

You represent and warrant that:

1. You are 18 years of age or older or are the legal guardian of a user between 13 and 18 years of age.
2. You have the authority to agree to these Terms, either individually or on behalf of an organization.

6.2 Compliance with Laws

You agree to use the Services in compliance with all applicable laws and regulations.

6.3 Prohibited Activities

You agree not to:

1. Use automated systems (e.g., bots or spiders) to access the Services.
2. Upload or transmit viruses or harmful software.
3. Impersonate another person or entity.
4. Engage in fraudulent or unlawful activities.
5. Violate intellectual property rights.

7. Flower Bouquet and Arrangements

7.1 Vendor Responsibility

Local florists are responsible for the condition of flowers and delivery execution. Images of flowers on the Services are for illustrative purposes only and may differ from actual products.

7.2 Member Guidelines

• Flowers received by Members are voluntary gifts and may not be exchanged for cash or used as payment for goods or services.
• SendMeFlowers reserves the right to send gifts on behalf of merchants.

7.3 Purchaser Guidelines

• Once a Purchaser has placed an order, it cannot be canceled or refunded unless the Member cancels the delivery.
• SendMeFlowers is not responsible for tracking or order status updates.

8. Termination and Suspension

8.1 Termination by Users

You may cancel and delete your account at any time by using the account deletion features within the Services (if available) or by providing written notice to [email protected]. Once your account is canceled:

1. You will no longer have access to your account or profile.
2. The provisions of these Terms that are intended to survive termination (e.g., disclaimer of warranties, limitations of liability, indemnification) will continue to apply indefinitely.

8.2 Termination by SendMeFlowers

SendMeFlowers may terminate or limit your right to use the Services if we believe you have breached these Terms. You will receive written or email notice of termination, which will be effective immediately upon delivery.

SendMeFlowers may terminate or limit your right to use the Services if we believe you have breached these Terms. You will receive written or email notice of termination, which will be effective immediately upon delivery.

8.3 Service Modifications

SendMeFlowers reserves the right to modify or discontinue, temporarily or permanently, any portion of the Services at its sole discretion without notice or liability.

8.4 Data Deletion

Upon termination of your account:

• SendMeFlowers reserves the right to delete all associated data, including User-Generated Content.
• Deleted data cannot be recovered once the account is terminated or canceled.

8.5 Refunds

Any pending orders with SendMeFlowers will be refunded to the original payment method, subject to verification and applicable policies.

9. Intellectual Property Rights

9.1 Proprietary Materials

All text, graphics, editorial content, data, formatting, designs, HTML, photographs, images, software, videos, and other content (collectively, “Proprietary Material”) on the Services is owned by SendMeFlowers, excluding User-Generated Content.

SendMeFlowers owns all rights to the Proprietary Material and protects it under applicable copyright, patent, and trademark laws. You may not copy, distribute, or reproduce any Proprietary Material without prior written consent from SendMeFlowers.

9.2 Trademarks

SendMeFlowers' trademarks, logos, and service marks, including the SendMeFlowers name and logo, are proprietary to SendMeFlowers. Any other trademarks appearing on the Services are the property of their respective owners.

9.3 Feedback

By submitting comments, ideas, or feedback about the Services (“Feedback”), you grant SendMeFlowers the unrestricted right to use such Feedback for any purpose, including but not limited to improving the Services.

10. Copyright Complaints and Copyright Agent

SendMeFlowers respects intellectual property rights and complies with applicable copyright laws. If you believe any content on the Services infringes your copyright, you may submit a written notice to our Copyright Agent at [email protected] with the following information:

1. A description of the copyrighted work that you claim has been infringed.
2. The location of the material on the Services (e.g., URL).
3. Your name, address, telephone number, and email address.
4. The location of the material on the Services (e.g., URL).
5. A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner.
6. A statement, made under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the copyright owner.
7. An electronic or physical signature of the copyright owner or their representative.

11. Confidential Information

11.1 Definition

“Confidential Information” includes all proprietary and confidential information disclosed by SendMeFlowers, including but not limited to technical data, business operations, user data, and financial information.

11.2 User Obligations

You agree to:

1. Protect Confidential Information from unauthorized disclosure or use.
2. Notify SendMeFlowers immediately of any unauthorized use or disclosure.
3. Return or destroy all materials containing Confidential Information upon termination of this Agreement.

12. Disclaimer of Warranties

12.1 “AS IS&” Basis

The Services are provided on an “AS IS” basis without warranties or conditions of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

12.2 Limitation of Liability

SendMeFlowers is not liable for:

1. Errors or inaccuracies in content.
2. Personal injury or property damage resulting from access to or use of the Services.
3. Unauthorized access to or use of secure servers or personal information.

13. Indemnification

You agree to indemnify and hold harmless SendMeFlowers and its affiliates, employees, and agents from any claims, damages, or liabilities arising out of:

1. Your use of the Services.
2. Your violation of these Terms.
3. Your violation of any third-party rights, including intellectual property rights.

SendMeFlowers reserves the right to assume exclusive defense and control of any matter subject to indemnification.

14. Dispute Resolution — Arbitration and Class Action Waiver

14.1 Initial Resolution

Before initiating arbitration, you agree to contact SendMeFlowers at [email protected] to attempt to resolve any disputes informally.

14.2 Binding Arbitration

If a dispute cannot be resolved informally, it will be settled through binding arbitration under the rules of the American Arbitration Association (AAA).

14.3 Class Action Waiver

Disputes must be resolved on an individual basis. You waive the right to participate in class actions or other consolidated proceedings.

15. Governing Law

This Agreement and your use of the Services are governed by the laws of the State of California, without regard to its conflict of law principles.

16. Changes to This Agreement

SendMeFlowers reserves the right to modify these Terms at any time. Continued use of the Services after changes are posted constitutes acceptance of the updated Terms.

17. Notices and Contact Information

You agree to receive all notices electronically, including via email or postings on the Site. For questions or notices regarding these Terms, contact us at:

SendMeFlowers LLC

P.O. Box 502

Grass Valley, CA 95945

Email: [email protected]