Terms And Conditions Of Use For Our Website And Services
FlowerFieldz Terms And Conditions Of Use
Last updated: April 18th, 2020
1. General Statements On Terms and Additional Terms
Certain areas of the Websites and Services (and your access to or use therein) may have different terms, conditions, policies, rules, and guidelines, which govern your access to and use of such Websites and Services (as applicable, the “Additional Terms”). The Additional Terms will be posted (via a link) on the applicable Website or Services and may be modified from time to time. To the extent there is a conflict between these Terms and any Additional Terms for a specific Website or Service, the applicable Additional Terms shall govern and take precedence over these Terms with respect to your use of or access to that Website or Service.
2. Privacy Statement
3. Changes to the Terms, Additional Terms, and Privacy Statement
The Websites and Services are intended solely and only available to individuals who are at least eighteen (18) years of age, who can willingly and knowingly enter into legally binding contracts under applicable law. Please note that certain of the Websites and Services require you to be at least twenty-one (21) years of age to access and use such Websites and Services. Please check the applicable Additional Terms for such Websites and Services for further information. You may be asked to verify that you are over the applicable age limit during your use of the Websites or Services and you hereby agree that you shall not misrepresent your age. Without limiting the foregoing, the Websites and Services are not available to minors or suspended members or users. You further represent that any party you invite to participate in any of the Services or related functions with you is also of legal age as described above.
5. Electronic Communications
By accessing or using the Websites or Services, you consent to receiving certain communications from us electronically. We will communicate with you in a variety of ways, including, without limitation, by e-mail, text, in-app push notices, or by posting notices and messages on the Websites or through any of the Services. By accessing or using the Websites or Services, you willingly and knowingly agree that all contracts, notices, disclosures, agreements, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
6. Using The Services
User Registration and Accounts
In order to access or use some of the Websites or Services, you must first register and create an individual profile for yourself or a business for such Website or Service (each a “User Profile”).
By creating a User Profile, you agree that:
You will not register a username (or email address) that (a) is already being used by someone else; (b) may impersonate another person: (c) belongs to another person; (d) violates the intellectual property or other right of any person or entity; or (d) is offensive. We may reject the use of any password, username, or email address for any reason in our sole discretion;
You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, FlowerFieldz may suspend or terminate your account and refuse you any and all current or future access to or use of the Websites and Services (or any portion thereof). If you fail to update your information in a timely manner, then FlowerFieldz has reasonable grounds to suspect that such information is untrue, inaccurate, outdated or incomplete, which will allow FlowerFieldz to suspend or terminate your account and refuse you any and all current or future access or use of the Websites and Services (or any portion thereof).
You will not post libelous content or create false or misleading reviews or posts;
You are solely responsible for all activities that occur under your account, password, and username—whether or not you authorized the activity;
You are solely responsible for maintaining the confidentiality of your password and the other Protected Information (as defined below) and for restricting access to your account so that others may not access any password-protected portion of the Websites or Services using your Protected Information;
You will immediately notify us of any unauthorized use of your Protected Information, or any other breach of security;
You will not sell, transfer, assign, or provide a copy of, your account, account rights, user ID, password, API keys, menu embed code, or other credentials or access rights (the “Protected Information”) for any of the Websites or Services to any other person or entity. You must keep all of the Protected Information in strict confidence;
You will not share or allow any third party to utilize your account on your behalf or on a time share basis;
You will not create more than one account unless specifically authorized to do so; and
You will not use Protected Information of others.
FlowerFieldz is not liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
Your User Profile cannot be used to conduct commercial activities, including, but not limited to, transactions, advertising, fundraising, contests, or other promotions absent our prior written consent. The menu embed feature we provide to clients may only be used on a client’s own website or application, and the applicable code may not be altered in any manner (including by removing any FlowerFieldz branding). We may offer you the ability to set preferences relating to your User Profile, but changes to your settings may not become effective immediately or be error free, and options may change from time-to-time. FlowerFieldz assumes no responsibility or liability for any issues, problems, or Content on your User Profile.
User Profiles may only be set up by an authorized representative of the individual or business that is the subject of the User Profile. FlowerFieldz does not review each User Profile to determine if it was created by an appropriate party. In addition, FlowerFieldz is not responsible for any unauthorized User Profiles that may appear on the Services. If you believe that a User Profile listed on one of the Websites is unauthorized, fake, fraudulent, or otherwise improper or misleading, please send an email to email@example.com.
For purposes of these Terms, (a) “Content” means all text, images, photos, audio, video, graphics, reviews, location data, and all other forms of data, communication, or media, (b) “User Content” means Content that users submit or transmit to, through, or in connection with the Websites or Services, such as ratings, reviews, orders, favorites, photos, videos, media, messages, social media posts or Services, comments, and information that such user publicly displays or displayed in its User Profile, and including any electronic data or information with respect to a User’s customers, (c) “FlowerFieldz Content” means Content that we create or is otherwise owned by us that we make available in connection with the Websites or Services, (d) “Third Party Content” means Content that originates from parties other than FlowerFieldz or users of any of the Websites or Services, which is made available in connection with the Websites or Services and not otherwise owned by us, and (e) “Website Content” means all of the Content that is made available in connection with the Websites or Services, including User Content, Third Party Content (and Third Party Material (as defined below)), and FlowerFieldz Content.
By submitting User Content, you represent, warrant, and covenant:
That you own, or have the necessary licenses, rights, consents, and/or permissions, and authorize FlowerFieldz, its applicable affiliates, the Websites, the Services, and all users thereof, to use such User Content as necessary to exercise the licenses granted by you hereunder (including with respect to all patent, trademark, trade secret, copyright, or other intellectual property or proprietary rights to your User Content, and to any other works that you incorporate into your User Content);
That the creation, distribution, transmission, public display and performance, accessing, downloading, and copying of your User Content does not and will not infringe the proprietary rights or otherwise cause injury to any other person or entity, including any such person or entity using the Websites, Services, or otherwise, and that FlowerFieldz is under no obligation to post any User Content that you provide and reserves the right to post our own versions of your User Content as FlowerFieldz Content in our sole discretion;
That you will not post, transmit, broadcast, or otherwise make available any User Content that is unlawful, misleading, harmful, bigoted, offensive, profane, insensitive, obscene, lewd, lascivious, filthy, violent, tortious, libelous, slanderous, pornographic, threatening, abusive, harassing, tortious, defamatory, vulgar, invasive of another’s privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable (hereinafter, “Offensive Content”);
That you are at least of legal age, being no less than eighteen (18) years old (or twenty-one (21) years old, as applicable), and you acknowledge that persons under legal age may not submit User Content to FlowerFieldz, the Websites, or the Services; and
That FlowerFieldz may, in its sole discretion, monitor the User Content you submit and any other communications that you may have, but is under no obligation to do so.
By submitting User Content, you acknowledge that you may expose yourself to liability if, for example, you User Content contains material that is false, intentionally misleading or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
License to User and Third Party Content/Data
As between you and FlowerFieldz, you retain ownership of the User Content that you post, submit, provide, or otherwise make available on or through the Websites or Services. However, by submitting your User Content, you hereby grant FlowerFieldz and all Websites and Services, the following worldwide, perpetual, royalty-free, irrevocable, non-exclusive, sublicensable and transferable rights and licenses:
To host, cache, store, archive, index, crawl, create algorithms based on, modify, or transcode your User Content to media formats, standards, or mediums in any and all forms and by whatever means whether now known or hereinafter devised or created, and to exploit any and all allied, ancillary, and subsidiary rights relating thereto and derived therefrom;
To use, license, sell, digitize, stream, store, distribute, exhibit, reproduce, commercialize, publicize, display, modify, adapt, edit, excerpt, communicate, translate, analyze, remove, prepare derivative works and compilations of, compress, transmit, integrate, insert, market, and promote your User Content in any and all forms and media and by whatever means whether now known or hereinafter devised or created, and to exploit any and all allied, ancillary, and subsidiary rights relating thereto and derived therefrom;
To use your User Content, in whole or in part, for advertising, promotional, or commercial purposes, including without limitation, the right to publicly display, reproduce, and distribute your User Content in any and all forms and media and by whatever means whether now known or hereinafter devised or created, and to exploit any and all allied, ancillary, and subsidiary rights relating thereto and derived therefrom; and
To grant any rights or licenses to any third parties to do any of the foregoing in the above clauses (a) – (c) in connection with their own websites and media platforms.
You irrevocably waive, and cause to be waived, against FlowerFieldz and its users, any claims and assertions of moral rights or attribution with respect to your User Content.
FlowerFieldz does not guarantee the accuracy, integrity, quality, or authenticity of any User Content. You understand that by using the Websites and Services, you may be exposed to a small portion of Offensive Content that may be unpleasant, indecent, or objectionable to some viewers. Under no circumstances will FlowerFieldz be liable in any way for any such Offensive Content, including, but not limited to, any errors or omissions in any Offensive Content, or any loss or damage of any kind incurred as a result of any Offensive Content uploaded, posted, transmitted, broadcast, transferred, or otherwise made available via FlowerFieldz, the Websites, Services, or any related process or venue.
You hereby grant FlowerFieldz the right and license to use any data, images, or information that is pushed or otherwise transferred to us through any of our APIs by you or by any third party on your behalf (“Licensed Data”) for any purpose relating to any of the businesses of FlowerFieldz or for any purpose relating to the Websites or Services, including in connection with displaying any data, images, or information on the Websites. You acknowledge and agree that we shall have the right to reformat, improve, modify, adapt, derive, redisplay, and/or reprocess any of the Licensed Data and that we shall exclusively own all derivative works, graphical layouts, compilations, improvements, modifications, adaptations, analyses, and interpretations of the Licensed Data. Interpretations or translations of any of the Licensed Data prepared by FlowerFieldz shall be owned exclusively by us.
FlowerFieldz may also provide users with the ability to login to the Websites or Services with your login credentials from certain social networking websites (e.g., Facebook, LinkedIn). If you log in or otherwise associate your User Account with your login credentials from a social networking or similar website, we may use any information about you that is from or otherwise posted on your social networking account, in accordance with the terms and conditions and related legal and user policies of the relevant social networking website. If you elect to share your information with any number of social networking websites, we will then share your information with the websites you name, in accordance with your election, and per their terms and conditions.
Delivery and Pick-Up Orders
FlowerFieldz may provide users with the ability to transmit orders for cannabis-related products and arrange for delivery or pick-up of such products through third-party vendors (the “Retailers” and may facilitate a marketplace for third-parties to transmit such orders with participating vendors (the “Retailers”). FlowerFieldz provides order transmission services only and serves purely as a communications medium. FlowerFieldz is not a merchant of cannabis-related products, or provider of any pick-up or delivery services in connection therewith, and does not control the Retailers or the production of any cannabis-related products, or any pick-up or delivery services in connection therewith.
The Retailers have entered into agreements with FlowerFieldz or its applicable affiliates where they have made representations that they currently are compliant with applicable law and will comply with applicable law in their use of FlowerFieldz. FlowerFieldz and its affiliates do not in any way independently verify the credentials or representations of any of the Retailers, the authenticity or quality of any of their products or services, or any Retailer’s compliance with applicable law.
Customers using FlowerFieldz must make themselves comfortable through the information provided by the Retailers on the Websites, by contacting the Retailers directly, or through such other means or methods as they may deem appropriate, as to the quality and reliability of the Retailers and the Retailers’ compliance with applicable law. FlowerFieldz, including the Websites and the Services, do not in any way guarantee the quality of any Retailer or any cannabis-related product, or any pick-up or delivery service in connection therewith, or any Retailer’s compliance thereof with applicable law. In addition, a Retailer may represent certain standards with respect to their cannabis products (or other services), such as labeling such products as “organic”, “pesticide-free”, achieving a certain potency level, undergoing certain testing procedures, fungus levels, containing specific terpene or cannabinoid profile or contents (including THC or CBD levels), having certain medicinal or other effects, or otherwise. FlowerFieldz and its affiliates do not investigate or verify any such statements. Furthermore, any such statements have not been evaluated by the Food and Drug Administration. FlowerFieldz and its applicable affiliates make no claims meant to diagnose, treat, or cure any disease or medical condition. Customers should consult their doctor before starting any treatment or using any cannabis-related product during pregnancy or if they have a serious medical condition. FlowerFieldz and its affiliates shall not be liable or responsible for any cannabis-related products, or any other services, offered by the Retailers or any errors or misrepresentations made by them (including on the Websites and through other Services).
User Representations, Warranties, and Covenants Regarding Orders
By using FlowerFieldz, you represent, warrant and covenant that: (1) you will upload and maintain in your User Profile a valid, unexpired government-issued identification card and, if you will be ordering medical cannabis, a recommendation for medical cannabis that is valid in the applicable jurisdiction in which you place an order via FlowerFieldz, and that (2) your use of the Websites and the Services, including FlowerFieldz, does not violate any applicable state or local law, including any legal requirements for orders you place through FlowerFieldz. Upon delivery or pick-up, as applicable, you agree to present a government-issued identification card evidencing your age as well as your original recommendation if you order cannabis. If you do not comply with these terms regarding FlowerFieldz, you agree that cannabis products may not be released to you by the applicable Retailer, and you may forfeit the cost of such products.
Employee Participation in Orders
Third Party Materials
The Website or Services might display, include, or make available Third-Party Content (including data, information, articles, applications or other products, services, and/or materials) or contain links to third-party websites, services, and advertisements for third-party Offers (as defined below) (collectively, the “Third-Party Materials”). You acknowledge and agree that FlowerFieldz is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. FlowerFieldz does not assume and will not have any liability or responsibility to you or any other person or user for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk. When you link to a Third-Party Material, the applicable third-party’s terms and policies apply, including the third-party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Material.
The Website or Services might display, include, or make available coupons, promotional codes, giveaways, samples, and other offers from listed dispensaries or other third parties (collectively, the “Offers”). Offers constitute “Third-Party Materials” under these Terms. FlowerFieldz displays these Offers on the Website and Services as a form of advertisement for the listing dispensary or other third party (the “Offeror”) only. All Offers are made directly by the applicable Offeror, and may be subject to additional terms, conditions, or restrictions of the Offeror or under applicable law, whether or not such terms, conditions, or restrictions are expressly included on the Website or Services. The Offeror, and not FlowerFieldz, is solely responsible for: (a) redemption of the Offer; (b) compliance of all aspects of the Offer with applicable law (including, without limitation, the advertisement, redemption, and terms, conditions, and restrictions related thereto); (c) all goods and services it provides to you in connection with the Offer; and (d) all injuries, illnesses, damages, claims, liabilities, and costs it may cause you to suffer, directly or indirectly, in full or in part, whether related to the use or redemption of an Offer or not.
Indemnity and Release
If there is a dispute between users of the Websites or Services, including between Customers and Retailers (each, a “Dispute”), you understand and agree that FlowerFieldz and its affiliates (including the Websites and the Services, including WM Orders) are under no obligation to become involved in such Dispute.
You hereby release and forever discharge FlowerFieldz (and its owners, directors, managers, officers, partners, employees, independent contractors, and agents, and successors and assigns of itself or its affiliates) from, and hereby waive and relinquish your rights with respect to, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Websites or Services or Third-Party Materials. For the avoidance of doubt, this release includes a release of any dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action arising out of or in any way related to a Dispute, regardless of whether such dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action are known or unknown, suspected or unsuspected, disclosed or undisclosed. If you are a California resident or resident of a state with a similar applicable law, you hereby waive California Civil Code section 1542 in connection with the foregoing (or such other similar applicable law in your state), which states: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
7. Ownership; Proprietary Rights
As between you and FlowerFieldz, you own your User Content. We own the FlowerFieldz Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, our compilation of User Content and other Website Content, computer code, products, software, data, aggregate user review ratings and all other elements and components of the Websites but excluding User Content and Third-Party Material. We also own the patents, patent applications, copyrights, trademarks, service marks, trade names, trade secrets and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the FlowerFieldz Content, the Websites, and the Services, which are protected by copyright, trade secret, patent, trademark laws, and all other applicable intellectual property and proprietary rights and laws. As such, you may not use, modify, duplicate, obscure, rent, lease, loan, sell, manipulate, reproduce, copy, republish, download, post, transmit, scrape, reverse engineer, distribute, create derivative works or adaptations of, publicly display, or in any way exploit any of the FlowerFieldz Content, Websites, or the Services or any of the IP Rights of FlowerFieldz, in whole or in part, unless expressly authorized by us in writing. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Websites and the FlowerFieldz Content are retained by us.
8. Copyright Infringement
It is FlowerFieldz policy, in appropriate circumstances and at its discretion, to disable, eliminate access to and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights of others.
In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), the text of which can be found on the U.S. Copyright Office website, FlowerFieldz will respond appropriately to claims and reports of copyright infringement taking place on or through the Websites.
If you are a copyright owner, an authorized representative of a copyright owner, or an authorized representative permitted to act under an exclusive right per an applicable copyright, please report alleged copyright infringements taking place on or through the Websites by completing the following DMCA Notice of Alleged Infringement and delivering it to FlowerFieldz in accordance with the DMCA and these Terms. Upon receipt of a properly completed and delivered DMCA Notice of Alleged Infringement, FlowerFieldz will take whatever action it deems appropriate in its sole discretion, but subject to its obligations under the DMCA, including removal of the challenged material from the Websites.
DMCA Notice of Alleged Infringement (“Notice”)
Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – provide a comprehensive list of the copyrighted works that you claim have been infringed.
Identify the material that you claim is infringing (i.e. the material you want removed, or material that you want all access disabled to) and provide information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Websites where such material may be found.
Provide your mailing address, telephone number, and, if available, email address.
Include both of the following statements in the body of the Notice:
“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent or the law.”
“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all above items completed, to FlowerFieldz:
5100 West 38th Avenue
Denver, CO 80212
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a Notice automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the Notice and allegation of copyright infringement.
9. Limited License
The Websites and Services contain links to third-party websites or resources. You acknowledge and agree that FlowerFieldz is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by FlowerFielz of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources.
Some portions of the Websites implement Open Street mapping services. Your use of Open Street Maps is subject to their copyright and license policy.
Some portions of the Websites and Services implement Google Maps API. By using Google Maps API, you agree to be bound by Google’s Terms of Service.
11. User Conduct
You understand and agree that you are solely responsible for compliance with any and all laws, rules and regulations that may apply to your use of the Websites or Services. In connection with your access or use of any of the Websites or Services, you may not and will not:
upload, post, transmit, broadcast or otherwise make available any Offensive Content, including any User Content that is unlawful, libelous, defamatory or otherwise objectionable;
breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
review the information and data on our Websites, and/or utilize our Services if you are not able to form legally binding contracts (for example, if you are under the age of 18), or are temporarily or indefinitely suspended from using our Websites or Services;
upload, post, transmit, broadcast, sell, transfer or otherwise make available any User or Website Content that is inauthentic, counterfeit, or that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
register for more than one User Profile on any of the Websites, or register for a User Profile on behalf of an individual other than yourself, or a company that you are not authorized to represent or legally bind to a contract;
manipulate the price of any item or interfere with any other user’s listings, reviews, and products;
take any action that may undermine the feedback or ratings systems of the Websites or Services;
transfer your User Profile to another individual or entity without our prior written consent;
distribute, promote, advertise, or post spam, unsolicited or bulk electronic communications, chain letters, pyramid schemes or any related content;
interfere with or disrupt any Website processes, servers or networks supporting the Websites and/or FlowerFieldz;
impair or harm any of our computer or related systems or transmit software viruses, worms, or other damaging files;
use any robot, spider, scraper, survey, monitor or other automated or similar means to access any web page or other asset contained in the Websites, Services or Website Content for any purpose;
bypass our robot exclusion headers, interfere with the working of our Services, features or tools, or impose an unreasonable or disproportionately large load on our infrastructure;
export or re-export any FlowerFieldz application or tool except in compliance with the export control laws of any relevant jurisdictions and in accordance with all relevant posted rules and restrictions;
insult, threaten, stalk, harass, mislead or deceive other users of the Websites or Services, or in any way promote the discrimination or defamation of other users, or create any other objectionable material;
intentionally or unintentionally violate any applicable local, state, national or international law, rule or ordinance, including, but not limited to, regulations promulgated by the U.S. Copyright Office, U.S. Patent and Trademark Office, U.S. Securities and Exchange Commission, the Internal Revenue Service, the European Enforcement Directive of 2004, or any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any other regulations and/or guidelines having the force of law;
provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the United States Immigration and Nationality Act.
refuse to acknowledge that FlowerFieldz may establish general practices and limitations concerning use of the Websites and Services, including without limitation restrictions concerning User Content provided by You for use on the Websites and Services, the type and quantity of transactional data stored and presented in connection with your account, the maximum disk space that will be allotted on FlowerFieldz servers on Your behalf, and the maximum number of times (and the maximum duration for which) You may access the Websites and Services in any given period of time;
export any Website Content out of the jurisdiction in which it is intended or displayed;
access the Websites or Services in order to build a similar or competitive Website or Service;
send electronic transmissions (including but not limited to interactive monetary offers, audio-video communications, email, search queries, chat and other Internet activities) as interstate communications;
circumvent any technical measures we use to provide Services; or
assist any third party with any of the foregoing: You fully understand, acknowledge and agree that FlowerFieldz may, under certain circumstances and without prior notice, immediately terminate your FlowerFieldz User Profile and access to the Websites, Services and any other related or affiliated applications, functions and tools. Cause for account termination or suspension shall include, but not be limited to: (1) breaches or violations of these Terms or other incorporated agreements, guidelines, or rules; (2) requests by law enforcement or other local, state or federal government agencies or divisions; (3) any attempts to breach our security, private accounts or other protected content on the Websites; (4) discontinuance or significant modification to the Websites or Services, or any related or affiliated website owned and/or operated by FlowerFieldz (or any part thereof); (5) unforeseen technical, electronic, mechanical or any other difficulties or security issues; (6) prolonged inactivity of Your account, which shall be determined by FlowerFieldz; (7) knowing, willing and/or negligent engagement by you in any form of deceitful, fraudulent, counterfeit or illegal activities; and/or (8) failure by you, or by your representatives, to pay, in full, any fees owed by you in connection with the Websites or any related or affiliated Service, business or website. Termination of a User Profile will deny you access to our Services, delay or remove User Content that you submitted or commented on, remove any special status associated with your account(s), remove and demote listings, reduce or eliminate any discounts or special offers, and take technical and/or legal steps to prevent you from using our Websites and Services in the future. FlowerFieldz has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.
12. Review/Feedback Policy
13. Disclaimer of Warranties
YOU EXPRESSLY ACKOWLEDGE, UNDERSTAND AND AGREE THAT:
YOUR ACCESS TO AND USE OF THE WEBSITES AND SERVICES IS AT YOUR OWN RISK. THE WEBSITES AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FLOWERFIELDZ AND ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, OWNERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY OTHER POTENTIAL OR ACTUAL WARRANTY OF ANY KIND.
FLOWERFIELDZ AND ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, OWNERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AND AGENTS MAKE NO GUARANTEE OR WARRANTY THAT: (1) THE WEBSITES AND SERVICES WILL SATISFY YOUR NEEDS AND REQUIREMENTS OR WILL BE COMPATIBLE WITH YOUR EQUIPMENT; (2) THE WEBSITES AND SERVICES, AND ALL AFFILIATED WEBSITES, FEATURES, SERVICES, COMMUNICATIONS, AND APPLICATIONS, WILL BE COMPREHENSIVE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR BE FREE FROM LOSS, DESTRUCTION, CORRUPTION, ONLINE ATTACK, VIRUSES, WORMS, OR OTHER INVASIVE, HARMFUL, OR CORRUPTED OR OTHER RELATED INTRUSIONS; (3) THE INFORMATION, DATA, OR RESULTS REALIZED OR OBTAINED FROM YOUR USE OF THE WEBSITES WILL BE ACCURATE, UP TO DATE, SATISFACTORY OR RELIABLE OR FIT OR USEFUL FOR ANY SPECIFIC PURPOSE; (4) THE QUALITY OR VALUE OF ANY PROPERTIES, SERVICES, PRODUCTS, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITES AND SERVICES WILL MEET YOUR EXPECTATIONS; (5) THAT ANY OFFER MADE OR MESSAGE SENT WILL BE SUCCESSFULLY TRANSMITTED, RECEIVED, AND PROCESSED; AND (6) ANY ERRORS IN THE GUIDELINES, SOFTWARE, OR PROTOCOLS WILL BE CORRECTED OR RESOLVED.
ANY PRODUCT OR PROGRAM DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITES AND SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE AND FULLY LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE, LOSS OF DATA, OR ANY OTHER LOSS OR DAMAGE THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH PRODUCT, MATERIAL, APPLICATION, FEATURE, OR OTHER PROGRAM.
NO ADVICE OR INFORMATION, INCLUDING MEDICAL ADVICE, STRATEGY, GUIDELINES, OR RELATED CONTENT, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FLOWERFIELDZ OR FROM THE WEBSITES, SERVICES, OR RELEVANT SOCIAL MEDIA PAGES SHALL CREATE ANY WARRANTY, GUARANTEE, OR STRATEGY NOT EXPRESSLY STATED IN THESE TERMS.
VETTING BY FLOWERFIELDZ OF EACH AND EVERY DOCUMENT, PHOTOGRAPH, VIDEO, REVIEW, RELATED MEDIA, POSTING, OR OTHER COMMUNICATION, IN ADDITION TO ANY OTHER CONTENT POSTED VIA THE WEBSITES OR SERVICES, MAY NOT BE POSSIBLE OR REALISTICALLY PRACTICABLE. AS A RESULT, FLOWERFIELDZ CANNOT AND DOES NOT CONTROL ANY LISTING REVIEWS, COMMENTS, PHOTOGRAPHS, OPINIONS, POSTINGS, OR OTHER CONTENT OR MATERIAL POSTED VIA THE WEBSITES OR SERVICES AND, AS SUCH, DOES NOT GUARANTEE THE ACCURACY, INTEGRITY, QUALITY, SAFETY, LEGALITY, MORALITY, AND/OR AUTHENTICITY OF SUCH CONTENT, THE TRUTH OR ACCURACY OF USERS’ CONTENT, THE ABILITY OF LISTINGS TO CONFIRM PRODUCT AVAILABILITY OR PRICING, OR THE ABILITY OF USERS TO CONFIRM EXPERIENCES FROM USING OR PURCHASING SPECIFIC PRODUCTS DISCUSSED OR SOLD ON THE WEBSITES OR SERVICES.
14. Limitation Of Liability
FLOWERFIELDZ IS UNABLE TO GUARANTEE CONSISTENT, CONTINUOUS, OR SECURE ACCESS TO ITS WEBSITES, APPLICATIONS, SERVICES, PROGRAMS, CONTENT, AND NETWORK, AND OPERATION OF THE WEBSITES AND SERVICES MAY BE INTERFERED WITH OR DELAYED BY NUMEROUS POTENTIAL FACTORS OUTSIDE OF FLOWERFIELDZ’S CONTROL. YOU ACKNOWLEDGE, EXPRESSLY UNDERSTAND, AND AGREE THAT FLOWERFIELDZ AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSEES, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF OPPORTUNITY, REPUTATION, PROFITS, GOODWILL, USE, VALUATION, TAX BENEFIT, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF FLOWERFIELDZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE WEBSITE AND/OR NETWORK; (2) THE COST TO PROCURE SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES, E-MAILS, REVIEWS, POSTINGS, COMMENTS, OR OTHER COMMUNICATIONS RECEIVED, OR TRANSACTIONS ENTERED INTO VIA THE WEBSITES OR OTHER AFFILIATED OR RELATED WEBSITES OR SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITES; (5) THE FAILURE OF THE NETWORK OR WEBSITES TO TIMELY PROCESS AN OFFER; OR (6) ANY OTHER MATTER RELATING TO THE WEBSITES, ANY FLOWERFIELDZ AFFILIATED OR RELATED SERVICES, FEATURES OR APPLICATIONS, OR ANY OTHER FLOWERFIELDZ OWNED OR OPERATED ENTITY. FURTHER, FLOWERFIELDZ IS NOT A PARTY TO ANY SUCH TRANSACTIONS MADE BETWEEN LISTING CLIENTS AND USERS, AND FLOWERFIELDZ SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DEFAULTS, COSTS, INFORMATION, THE CONTENTS OF ANY DOCUMENTS, OR FOR ANY OTHER INTERACTIONS, BETWEEN OR AMONG USERS, INCLUDING USERS, LISTINGS, PHYSICIANS, AND ALL RELATED PARTIES, IN ANY WAY ASSOCIATED WITH THE WEBSITES OR SERVICES.
SOME STATES, COUNTIES, OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER RELATED DAMAGES OR LOSSES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
15. Choice Of Law; Venue; No Jury Trial
The laws of the state of Colorado will apply to any disputes arising out of or relating to these Terms or any of the Websites or Services. All claims arising out of or relating to these Terms or any of the Websites or Services will be litigated exclusively in the federal or state courts of Denver County, Colorado, and you and FlowerFieldz consent to personal jurisdiction in those courts.
16. Entire Agreement
17. Reservation of Rights
The failure of FlowerFieldz to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of FloweFieldz. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
18. Third-Party Beneficiary
These Terms do not and are not intended to confer any rights or remedies upon any person other than you and FlowerFieldz.
19. Support or Maintenance
You acknowledge and agree that FlowerFieldz will have no obligation to provide you with any support or maintenance in connection with the Websites or Services.
20. United States Export & Foreign Assets Control Regulations
We do not represent that the materials in the Website or Services are appropriate or available for use in any particular location. Those who choose to access the Website or Services do so on their own initiative and are responsible for compliance with all applicable laws. You represent and warrant that you are not (a) located in or a national or resident of any country that is subject to U.S. trade sanctions, or (b) a person or entity on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or acting on behalf of any person or entity on such list.
If any of the conditions contained within these Terms shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining conditions set forth herein.
22. No Right Of Survivorship And Non-Transferability
You agree that your FlowerFieldz account is non-transferable and any rights to your Website user identification or contents within your accounts terminate upon your death.
The section titles in these Terms are for convenience only and have no legal or contractual effect.
24. Contact Us
For questions about the FlowerFieldz Websites or any of the Services we provide, please feel free to contact our Customer Service department at firstname.lastname@example.org or call (720)-345-7475 to speak to a representative.
ADDITIONAL TERMS AND CONDITIONS OF USE FOR RETAILERS AND VENDORS
Please note that these terms and conditions of use, where applicable, and as it applies to the advertising and sales, delivery and any other means of providing the general public with cannabis and cannabis related products, and/or cannabis related product or business information, by Third-Party Retailers and Vendors using Services provided by FlowerFieldz, take precedence over the general Terms and Conditions of Use for Our Website which apply to the general public and it is explicitly acknowledged that FlowerFieldz may selectively choose and enforce and combination of terms from both clauses being agreed to which are deemed most favorable to the preservation of brand integrity and company intellectual property on the behalf of FlowerFieldz shall be the clauses which shall be enforced should parties have a conflict arise which causes a legal proceeding and/or arbitration to take place, and it is the exclusive legal right of FlowerFieldz to choose which clauses to enforce. At any time and for any reason, FlowerFieldz may deny your privilege to use Our Website and Services. All Vendors and Retailers must agree to all clauses, provisions, updates, and general Terms And Conditions Of Use Of Our Website And Services in order to be allowed to continue usage of any services and products provided by FlowerFieldz and its applicable affiliates.
Terms and Conditions of Use For Retailers And Vendors
Last Updated April 18th, 2020
BY USING OUR SITES OR BY CLICKING TO AGREE TO THIS AGREEMENT WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ARE AGREEING TO THE TERMS AND PRACTICES IN THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE SITES OR SERVICES AND EXIT IMMEDIATELY. WE RESERVE THE RIGHT TO MODIFY OR AMEND THESE TERMS AND CONDITIONS FROM TIME TO TIME, AND WE WILL PROVIDE YOU WITH THE NOTICE OF SUCH CHANGE OR CHANGES VIA REASONABLE METHODS AND BY POSTING THE CHANGES ON THIS PAGE. NO CHANGES WILL APPLY RETROACTIVELY AND WILL BECOME EFFECTIVE NO SOONER THAN FOURTEEN DAYS AFTER THEY ARE POSTED. HOWEVER, CHANGES ADDRESSING NEW FUNCTIONS FOR A SERVICE OR CHANGES MADE FOR LEGAL REASONS WILL BE EFFECTIVE IMMEDIATELY.
The FlowerFieldz Services provide a platform to enable persons who are licensed by state and local government regulatory or licensing authorities in the State of Alaska, the State of Arizona, the State of Arkansas, the State of California, the State of Connecticut, the State of Colorado, the State of Delaware, the State of Florida, the State of Hawaii, the State of Illinois, the State of Maine, the State of Maryland, the State of Massachusetts, the State of Michigan, the State of Missouri, the State of Nevada, the State of New Jersey, the State of New Mexico, the State of New York, the State of Ohio, the State of Oklahoma, the State of Oregon, the State of Pennsylvania, the State of Rhode Island, the State of Utah, the State of Vermont, the State of Washington, the District of Columbia, the U.S. Territory of Puerto Rico, or the country of Canada (such list as may be amended or supplemented from time to time, the “FlowerFieldz Markets”) to sell cannabis (“Vendors”, “Producers”, “Retailer,” “user,” or “you”) to other entities who operate in the FlowerFieldz Markets and are licensed to purchase cannabis (“Retailer”, “Vendor,” “Producers,” “user,” or “you”).
Additional terms and conditions may apply to your use of specific Services. By using the Sites and Services, you agree to such terms and conditions.
The Sites are offered and available to you if you meet the following requirements:
You are 21 years of age or older, and
You or your business are licensed by state and local government regulatory or licensing authorities in the FlowerFieldz Markets relating to the sale or purchase of cannabis, and
You or your business have obtained any and all additional authorizations, approvals, consents, licenses or permits required by respective local government regulatory or licensing authorities in the FlowerFieldz Markets relating to the sale or purchase of cannabis, and
You are located within the FlowerFieldz Markets or otherwise located in a jurisdiction where your access to our Sites is not prohibited.
This is a legal agreement between you, whether you are a Vendor or a Retailer, and FlowerFieldz that states the material terms and conditions that govern your use of the Sites and the Services. These Terms and Conditions, together with all updates, supplements, additional terms, and all of FlowerFieldz’s rules and policies collectively constitute this agreement between you and FlowerFieldz (“Agreement”). BY ACCESSING THE SITE AND/OR PARTICIPATING IN THE SERVICES, YOU AGREE THAT YOU HAVE ALL NECESSARY RIGHTS, LICENSES AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS STATED HEREIN, PLEASE IMMEDIATELY LEAVE THE SITES.
Compliance with Law. Any and all interactions, communications and intent on the site must be in accordance with applicable laws, regulations and policies. FlowerFieldz is not responsible for any civil or criminal charges pursuant to any noncompliance. Please check your local regulations on cannabis use prior to using the Site.
Compliance with Cannabis Law. Vendors and Retailers will comply with all applicable state and local cannabis laws and regulations, and all applicable Canadian federal and provincial laws and regulations, as amended from time to time, of the jurisdictions in which they operate.
Authorization to Purchase and Sell Cannabis and Good Standing (All Users). Upon registration of a FlowerFieldz Account (whether created by a user directly or created by FlowerFieldz on the behalf of a user), Users shall provide FlowerFieldz with any requested cannabis-related license and permit information with respect to applicable state and local laws within the FlowerFieldz Markets or Canadian federal and provincial laws and regulations, including but not limited to License Number, License Type, Issue Date and Expiration Date. Users shall immediately notify FlowerFieldz of any change in the status of their legal authorization to sell or purchase cannabis, including the expiration, suspension, cancellation, revocation, nonexistence or invalidation of any cannabis-related license to which the User or an affiliate thereof is or should be subject under the applicable laws of the FlowerFieldz Markets, including any state or local laws and/or regulations or administrative guidance issued thereunder. All users shall immediately notify FlowerFieldz of any warnings, orders, penalties and sanctions received from any state or local government regulatory or licensing authority in the United States, or any federal or provincial government authority in Canada related to non-compliance with any state or local laws and/or regulations or administrative guidance issued thereunder related to the purchase and sale of cannabis, and any disciplinary actions, inspections, suspensions or cancellations of any cannabis-related authorization, approval, consent, license or permit held by Users or affiliates
THE PRODUCTION, SALE, POSSESSION AND USE OF CANNABIS IS ILLEGAL IN THE UNITED STATES UNDER THE CONTROLLED SUBSTANCES ACT (“CSA”). CANNABIS IS CURRENTLY CLASSIFIED AS A SCHEDULE I CONTROLLED SUBSTANCE UNDER THE CSA. THE U.S. SUPREME COURT HAS CONFIRMED THAT THE U.S. FEDERAL GOVERNMENT HAS THE RIGHT TO REGULATE AND CRIMINALIZE CANNABIS, INCLUDING FOR MEDICAL PURPOSES, AND THAT U.S. FEDERAL LAW CRIMINALIZING THE USE OF CANNABIS PREEMPTS STATE LAWS THAT LEGALIZE ITS USE. WHILE THE PURCHASE AND SALE OF CANNABIS IS CURRENTLY LEGAL UNDER LAWS OF THE FLOWERFIELDZ MARKETS, THEY ARE SUBJECT TO CHANGE AND THE SALE AND POSSESSION OF MEDICAL AND RECREATIONAL CANNABIS MAY REMAIN ILLEGAL UNDER U.S. FEDERAL LAW. YOU CONTINUE TO BE AT RISK OF BEING PROSECUTED BY U.S. FEDERAL AUTHORITIES. FURTHER, THE LANDSCAPE IN THE CANNABIS INDUSTRY CHANGES RAPIDLY. WHAT PREVIOUSLY WAS THE LAW MAY NOT BE THE LAW TODAY OR IN THE FUTURE. THIS MEANS THAT AT ANY TIME THE U.S. FEDERAL LAW, OR THE APPLICABLE LAWS OF THE FLOWERFIELDZ MARKETS, CAN CHANGE OR THAT THE U.S. FEDERAL GOVERNMENT CAN SUPERSEDE THESE LAWS AND/OR TAKE PROSECUTORIAL ACTION.
FLOWERFIELDZ DOES NOT POSSESS A LICENSE FROM ANY STATE TO TRANSACT ANY BUSINESS RELATING THE PURCHASE OR SALE OF MEDICAL OR RETAIL MARIJUANA. FLOWERFIELDZ DOES NOT PROVIDE CANNABIS SALES, AND FLOWERFIELDZ IS NOT A RETAILER, SUPPLIER, RESELLER, DISTRIBUTOR, AGENT, REPRESENTATIVE OR SUBCONTRACTOR OF ANY SUPPLIER OR RETAILER. FLOWERFIELDZ OFFERS INFORMATION, LEAD GENERATION TOOLS ONLINE AND IT IS UP TO INDEPENDENT VENDORS TO OFFER PRODUCTS, WHICH MAY BE ARRANGED BY YOU THROUGH THE USE OF THE SERVICES. ANY DECISION BY YOU OR ANOTHER FLOWERFIELDZACCOUNT HOLDER TO ACCEPT PRODUCTS FROM A VENDOR IS A DECISION MADE BY YOUR SOLE DISCRETION OR ANOTHER ACCOUNT HOLDER’S SOLE DISCRETION. FLOWERFIELDZ’S SITES OFFER INFORMATION AND THE ABILITY TO CONNECT VENDORS AND RETAILERS WITH EACH OTHER, BUT FLOWERFIELDZ DOES NOT INTEND TO PROVIDE SUPPLIER, RETAILER, OR DISTRIBUTIONS SERVICES OR ACT IN ANY MANNER AS A CANNABIS VENDOR OR RETAILER. FLOWERFIELDZ DISCLAIMS ALL RESPONSIBILITY OR LIABILITY FOR ANY SALE OF CANNABIS VOLUNTARILY PROVIDED TO YOU BY SUCH VENDORS. FLOWERFIELDZ FURTHER DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR TRANSACTIONS WHICH OCCUR BETWEEN ENTITIES WHICH ARE OR ARE NOT LICENSED BY THE FLOWERFIELDZ MARKETS TO BUY OR SELL MARIJUANA IN THE MANNER CONTEMPLATED HEREIN. THE POSSESSION, DISTRIBUTION, PRODUCTION, OF CANNABIS AND CANNABIS PRODUCTS OR CONSPIRING OR ASSISTING SOMEONE TO DO THE SAME IS ILLEGAL UNDER FEDERAL LAW AND THE LAWS OF MANY STATES. FLOWERFIELDZ MAKES NO REPRESENTATION OF ANY KIND WHATSOEVER THAT THE TRANSACTIONS CONDUCTED BY YOU ON THIS SITE ARE LAWFUL UNDER FEDERAL, STATE, OR LOCAL LAW.
YOU ASSUME ALL CRIMINAL AND CIVIL RISK RELATED TO ANY PROPOSED OR ACTUAL TRANSACTION CONDUCTED ON THE SITE. YOU ARE RESPONSIBLE FOR ENSURING THE LEGALITY OF ANY TRANSACTION CONDUCTED ON THE SITE.
Eligibility to Subscribe to Services. You may subscribe to the Services if you have a valid and active authorization, approval, consent, license or permit issued by state and local government regulatory or licensing authorities in the FlowerFieldz Markets. FlowerFieldz makes no promise, however, that the Sites or Services available on the Sites are appropriate or available for use outside of the FlowerFieldz Markets including in territories where its contents are illegal or prohibited. If you choose to access the Sites from locations outside of the FlowerFieldz Markets, you do so at your own risk. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to Services that you subscribe to on these Sites. We are not responsible for non-compliance with any applicable law or any resulting civil and criminal penalties.
Site Access License and Restrictions. FlowerFieldz grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Sites or their Content solely for their intended purpose. You are not allowed to modify all or any portion of the Sites and their Content. This license does not include any right to authorize third party use of the Sites or their contents; any collection and use of any Content, descriptions, any derivative use of the Sites or their contents; or any use of data mining, robots, or similar data gathering and extraction tools. The Sites and/or any portion of the Sites may not be reproduced, sold, resold, visited or otherwise exploited for any commercial purpose without FlowerFieldz’s express written consent. You will not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of FlowerFieldz, its content providers or its affiliates without express written consent. You will not use any meta tags or any other “hidden text” utilizing our name or trademarks without our express written consent. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Sites or any activities conducted on the Sites; or (iii) bypass any measures we may use to prevent or restrict access to the Sites. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you.
Fees. During the term of this Agreement, you will pay FlowerFieldz the subscription fees, if any, specified on your Vendor Order Form and/ or Registration Form (the “Forms”), any upgrades to the subscription, and any other purchases of products and services through the Sites or Services (the “Fees”) by FlowerFieldz. FlowerFieldz may modify the Fees upon any renewal of the Agreement. You will pay FlowerFieldz the Fees in U.S. funds monthly in advance via credit card or other mutually agreed process. If you fail to pay the Fees within 30 days of the due date, your credit card is rejected, or FlowerFieldz otherwise does not receive payment, FlowerFieldz may impose a late fee, suspend the Service, or both, in its discretion. When you provide bank card information, account numbers or other information necessary to facilitate payment to us or our vendors, you represent to us that you are the authorized user of the bank card that is used to pay for the products and services. In the event legal action is necessary to collect on balances due, you agree to reimburse FlowerFieldz and its vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses. You are responsible for purchase of, and payment of charges for, all Internet access services and telecommunications services needed for use of the Sites. The Forms are incorporated herein by reference, and the Forms shall be construed in accordance with and shall be governed by the Agreement including these Terms and Conditions. FlowerFieldz may also earn Fees or derive revenue via affiliates or third party services offered from or through your use of the Sites.
Electronic Communications. When you visit or use the Sites or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Sites. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. We reserve the right to send you marketing and promotional emails. You may opt out of receiving marketing and promotional emails from the Sites by following the instructions enclosed within those emails. If you opt out, we may still send you non-promotional emails, such as emails about your account with FlowerFieldz or our ongoing business relations. You may also send requests about contact preferences or changes to personal information, including requests to opt out of sharing personal information with third parties, to our contact information below.
Copyright and Ownership. All of the content (other than User Submissions) featured or displayed on the Sites or as part of the Services, including without limitation text, graphics, photographs, images, moving images, sound, and illustrations (“Content”), is owned by FlowerFieldz, its licensors, vendors, agents and/or its Content providers. All elements of the Sites, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Sites and the Services may only be used for the intended purpose for which such Sites and Services are being made available. Except as may be otherwise indicated in specific documents within the Sites or as permitted by copyright law, you are authorized to view and play copyrighted documents, audio and video found on our Sites solely for the purposes intended by FlowerFieldz. In no event will you be permitted to download or store any copyrighted documents, audio or video locally. Notwithstanding the foregoing, you will be permitted to print and save reports, agreements, and other documents made available to you from the Services from FlowerFieldz. Except with respect to Content submitted by you or as permitted by copyright law, you may not modify any of the materials on the Sites and you may not copy, distribute, transmit, display, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Sites. Except as authorized under the copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available on the Site. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Sites and Services. The Sites, its Content and all related rights shall remain the exclusive property of FlowerFieldz or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on these Sites.
In accessing the Sites and Services, you may post your own Content on our Sites including photos and other information about your products and services, (your “User Submissions”), and in so doing you expressly grant us a non-exclusive, royalty-free, fully paid-up, worldwide, right to use, reproduce, modify, publish, translate, distribute, perform and display such Content as contained in your User Submission, in whole or in part, and in any form throughout the world in any media or technology through the Sites, to promote and market the Sites and/or the User Submission on any platform or channel, and to make available the Content to other users of the Sites and Services, in perpetuity throughout the universe. You may also provide data about your company’s medical and/or recreational cannabis inventory or any cannabis-related inventory and/or transaction information and product information, including but not limited to your business’s login to any required state or other government traceability system (“Business Data”), and in so doing you expressly grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material. You represent and warrant that you own or control all rights in and to the Business Data and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns. Trademarks/No Endorsement. All trademarks, service marks and trade names of FlowerFieldz or its licensors used herein (including but not limited to: FlowerFieldz name, FlowerFieldz corporate logo, the Sites name, the Sites design, and any logos) (collectively “Marks”) are trademarks or registered trademarks of FlowerFieldz or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify FlowerFieldz’s trademarks or intellectual property in any way, including in advertising or publicity pertaining to distribution of materials on the Sites, without FlowerFieldz’s prior written consent. The use of FlowerFieldz’s trademarks on any other web site or network computer environment is not allowed. You shall not use FlowerFieldz’s name or any language, pictures or symbols which could, in FlowerFieldz’s judgment, imply FlowerFieldz’s endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.
Reservation of Rights. FlowerFieldz reserves all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to FlowerFieldz’s intellectual property.
Transactional Partners. FlowerFieldz provides information about other company’s services and products within our Sites. If you engage with the other party, you are transacting directly with the other party. On those pages of our Sites, the transactional partner’s brand and name is clearly visible and their terms and conditions relating to their business.
Submissions and User Conduct. The Sites may provide users an opportunity to post comments, and other content; write and send communications (e.g. email, text message [SMS], etc.); submit suggestions, ideas, comments, questions, or other information; or otherwise interact with others and share thoughts, information and materials. By writing, posting, commenting, interacting, or otherwise adding content or information to the Sites (collectively “Submissions”), you grant FlowerFieldz the right to copy, edit, publish, and distribute your Submissions. You are prohibited from using the Sites or the Services to post or send any unlawful, infringing, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that infringes or misappropriates third party intellectual property or could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. You further understand and agree that sending unsolicited advertisements or “spam” to any user of the Sites is expressly prohibited by this Agreement. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, any applicable rules or policies linked to in this Agreement, or any law or regulation, we may take any action we deem necessary to cure or prevent the violation, including without limitation, banning you from participating in our Sites and Services, the immediate removal of the related materials from the Sites and Services at any time without notice. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.
User Submissions and Published Content. We do not seek User Submissions that result from any activity that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; or (iii) may constitute a crime or tort. You agree that you have not and will not engage in any of the foregoing activities in connection with producing your submission. Without limiting the foregoing, you agree that in conjunction with your submission, you will not inflict emotional distress on other people, will not humiliate other people (publicly or otherwise), will not assault or threaten other people, will not enter onto private property without permission, will not impersonate any other person or misrepresent your affiliation, title, or authority, and will not otherwise engage in any activity that may result in injury, death, property damage, and/or liability of any kind. FlowerFieldz will reject any submissions in which FlowerFieldz believes, in its sole discretion, that any such activities have occurred. If notified by a user of a submission that allegedly violates any provision of these Terms and Conditions, FlowerFieldz reserves the right to determine, in its sole discretion, if such a violation has occurred, and to remove any such submission from the Sites at any time and without notice.
User published Content and User Submissions do not represent the views of FlowerFieldz or any individual associated with FlowerFieldz, and we do not control this Content. In no event shall you represent or suggest, directly or indirectly, FlowerFieldz’s endorsement of user published Content. We are under no obligation to monitor, edit, or control User Submissions that you or other users post or publish, and will not be in any way responsible or liable for User Submissions or any failure to review or act upon User Submissions. FlowerFieldz may, however, at any time and without prior notice, screen, remove, edit, or block any User Submissions that in our sole judgment violates these Terms or is otherwise objectionable. To the fullest extent allowed under applicable law, you agree to waive, and do waive, any legal or equitable right or remedy you have or may have against FlowerFieldz with respect to User Submissions. If notified by a user or content owner that User Submissions allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Submissions, which we reserve the right to do at any time and without notice. FlowerFieldz does not vouch for the accuracy or credibility of any user published Content on our Sites or User Submissions published through our Services, and do not take any responsibility or assume any liability for any actions you may take as a result of reviewing any such user published Content or User Submission. Through your use of the Sites and Services, you may be exposed to Content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using our Site and Services, you assume all associated risks.
User Account Obligations and Security. You understand that you will need to create an account to have access to all of the parts of the Sites and to the Services. In consideration of your use of the Sites and Services, you will: (a) provide true, accurate, current and complete information about yourself and your business as prompted by the account registration pages, including but not limited to any requested cannabis-related license information with respect to applicable state, local, federal, or Canadian federal and provincial laws and regulations (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or FlowerFieldz has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, FlowerFieldz reserves the right, in its sole discretion to suspend or terminate your account and refuse any and all current or future use of the Sites (or any portion thereof) or Services. You are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You will not share your account information or your user name and password with any third party or permit any third party to logon to the Sites or Services using your account information. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services and Sites. We have the right to provide user billing, account, Content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide your personally identifiable information will be able to access your account so you should take reasonable steps to protect this information.
Advertising Rights. FlowerFieldz reserves the right to sell, license and/or display any advertising, attribution, links, promotional and/or distribution rights in connection with your User Submissions, and FlowerFieldz and its licensors or affiliates will be entitled to retain any and all revenue generated from any sales or licenses of such advertising, attribution, links, or promotional or distribution rights. Nothing in these additional terms obligates or may be deemed to obligate FlowerFieldz to sell, license or offer to sell or license any advertising, promotion or distribution rights.
Representations and Warranties. You represent that You are over the age of 21, have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein, and Your use of the Sites and Services is and will be in compliance with all applicable laws, including having all necessary licenses and registrations as required by state and local laws. Furthermore, you shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent and warrant the following: (i) You have obtained all consents, and possess all copyright, patent, trademark, trade secret and any other proprietary rights, or the necessary licenses thereto, to grant the license in Section 7; (ii) if necessary you have the written consent of each and every identifiable natural person in the User Submission to use such persons name or likeness in the manner contemplated by the Website and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (iii) You have read, understood, agree with, and will abide by the terms of this agreement; (iv) You are not, and have not been an agent of FlowerFieldz and were not and are not acting on behalf of, or as a representative of, FlowerFieldz or any other party in connection with the User Submission; (v) the User Submission and FlowerFieldz’s use thereof as contemplated by this Agreement and FlowerFieldz’s Sites will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity; (vi) You have not and will not engage in any of the following in connection with the production of, your appearance in, or contribution(s) to your User Submission: infliction of injury to any person or animal, humiliation of any person (whether public or private), infliction of emotional distress on any person, assault or battery of any person, damage to any property without permission, entry on any property without permission, or any other act or omission that could give rise to civil and/or criminal liability; (vii) The User Submission does not contain: (a) material falsehoods or misrepresentations that could harm FlowerFieldz or any third party; (b) content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; (c) advertisements or solicitations of business; or (d) impersonations of third parties, other than those which are readily apparent.
Disclaimers. YOUR USE OF THE SITES AND THE SERVICES IS AT YOUR RISK. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SITES AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER FLOWERFIELDZ, NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THE SITES. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SITES MAY BE OUT OF DATE, AND NEITHER FLOWERFIELDZ, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FLOWERFIELDZ OR THROUGH FLOWERFIELDZ SITES AND SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Limitations of Liability. FlowerFieldz does not assume any responsibility, or will be liable, for any damages to, or any viruses that may infect your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing the Sites, or your downloading of any information or materials from the Sites. IN NO EVENT WILL FLOWERFIELDZ, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SITES OR SERVICES, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT FLOWERFIELDZ SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.IN THE EVENT OF ANY PROBLEM WITH THE SITES OR ANY CONTENT OR SERVICES THEREON, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITES. IN THE EVENT OF ANY PROBLEM WITH THE SERVICES THAT YOU HAVE SUBSCRIBED TO ON OR THROUGH THE SITES, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS TO SEEK A REFUND FOR SUCH SERVICES IN ACCORDANCE WITH THE FLOWERFIELDZ REFUNDS POLICY. IN NO EVENT SHALL FLOWERFIELDZ’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS (US $100.00) OR (B) THE VALUE OF YOUR ANNUAL SUBSCRIPTION FEES (IF ANY) FOR ACCESS TO THE SITES OR SERVICES.
Indemnity. You agree to defend, indemnify and hold FlowerFieldz and any affiliated company or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) the use of the Sites, the Services or any Third Party Resources, or your placement or transmission of any message or information on this Sites by you or your authorized users; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any User Submission that you provide to FlowerFieldz; or (vi) any other party’s access and use of the Sites with your unique username, password or other appropriate security code.
Release. In the event that you have a dispute with one or more other users of the Site or any Third Party Resource integrated with or linked from the Site or included in the Services, you release FlowerFieldz (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Termination. You or we may suspend or terminate your account or your use of the Sites at any time, for any reason or for no reason. You are personally liable for any subscriptions placed or charges incurred through your account prior to termination. We may also block your access to our Sites or Services in the event that (a) you breach this Agreement; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.
Force Majeure. Neither FlowerFieldz nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, pandemics or health emergencies, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
General. All matters relating to the Sites, Services and this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Colorado. A printed version of this Agreement will be admissible in judicial and administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Dispute Resolution and Arbitration. In the interest of resolving disputes between you and FlowerFieldz in the most expedient and cost effective manner, you and FlowerFieldz agree that every dispute arising in connection with these Terms will be resolved by binding arbitration, to the fullest extent permitted under applicable law. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND FLOWERFIELDZ ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. Despite the provisions of this section, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
Arbitrator. To the fullest extent permitted under applicable law, any arbitration between you and FlowerFieldz will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting FlowerFieldz.
Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). FlowerFieldz’s address for Notice is: 5100 West 38th Avenue, Denver, CO 80212. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or FlowerFieldz may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or FlowerFieldz must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
Fees. Any arbitration hearing will take place at a location to be agreed upon in Denver, Colorado, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse FlowerFieldz for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
No Class Actions. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND FLOWERFIELDZ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and FlowerFieldz agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
Modifications to the Arbitration Provision. If FlowerFieldz makes any future change to this arbitration provision, other than a change to FlowerFieldz’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to FlowerFieldz’s address for Notice, in which case your account with FlowerFieldz will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
Opt-Out Procedure. You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice (“Opt-Out Notice”) in accordance with these Terms. For new users, the Opt-Out Notice must be postmarked no later than 30 days after the date you use the Service for the first time. You must mail the Opt-Out Notice to FlowerFieldz at 5100 West 38th Avenue, Denver, CO 80212. The Opt-Out Notice must state that you do not agree to the arbitration agreement and must include your name, address, phone number, and the email address(es) used to log in to the (s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the arbitration agreement. If you opt out of the arbitration agreement, FlowerFieldz will likewise not be bound by these arbitration provisions. All other terms of these Terms will continue to apply. Opting out of the arbitration agreement has no effect on any previous, other, or future arbitration agreements that you may have with us. FlowerFieldz users who accepted a previous version of these Terms that included an arbitration agreement, and who did not timely opt out of that arbitration agreement, remain bound by the last arbitration agreement that they accepted. Upon receipt of a valid Opt-Out Notice, FlowerFieldz will provide the opting out user with a copy of the arbitration agreement from the last version of the Terms that the user accepted, if any exists.
Enforceability. If the above Arbitration Agreement is found to be unenforceable, then the entirety of Sections 28-34 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 27 will govern any action arising out of or related to these Terms.
Claims. To the fullest extent permitted under applicable law, no action arising out of, in connection with, or relating to these Terms shall be brought by you more than one (1) year after the accrual of the cause of action. This period shall not be extended for any reason, except by the written consent of both parties. All statutes or provisions of law which would toll or otherwise affect the running of the period of limitation are hereby waived, and no such statute or provision of law shall operate to extend the period limited in this paragraph, to the fullest extent permitted under applicable law.
We do not guarantee continuous, uninterrupted or secure access to our Sites or Services, and operation of the Sites may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by FlowerFieldz in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms and Conditions set forth the entire understanding and agreement between us with respect to the subject matter hereof. All provisions herein regarding Site Access License and Restrictions, Limitations of Liability, Indemnity, Releases, and any other terms that are intended to survive any termination of the customer relationship or use of the Services shall survive any termination or expiration of this Agreement.
Consumer Protection Notice. Please note that, if you are a consumer, the limitations in these Terms are intended to be only as broad and inclusive as is permitted by the laws of your state of residence.
New Jersey. If you are a New Jersey consumer, these Terms do not limit or waive your rights under New Jersey law and the limitations in these Terms are intended to be only as broad and inclusive as is permitted by the laws of the State of New Jersey. Subject to the foregoing, we reserve all rights, defenses, and permissible limitations under the laws of the State of New Jersey and under the laws of your state of residence. Nothing in this Section shall modify Section 24 (“Dispute Resolution and Arbitration”).
California. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
Entire Agreement. These terms and conditions are the entire agreement between you and FlowerFieldz and supersede any prior understandings or agreements (written or oral).
Additional Assistance. If you do not understand any of the foregoing Terms and Conditions or if you have any questions or comments and Concerns, we ask you to contact us at by email at: email@example.com.
Copyright Notice. All Site design, graphics, text selections, arrangement and all software are Copyright © 2020 FlowerFieldz, LLC. or its licensors. ALL RIGHTS RESERVED.