LUCY'S FLOWER'S Service Overview. The Service provides a website which permits users to browse and purchase flowers and other products (“Goods”) from LUCY'S FLOWER'S (“Merchant”) who provide listings on the Service.
General Payment Terms. You must pay the applicable fees (“Fees”) for Goods at the time of placing an order on the Service. Before you pay any Fees, you will have an opportunity to review and accept the fees that you will be charged. All Fees are in U.S. Dollars. 4.1 Price. Fees for Goods ordered by users through the Service are determined by the Merchant, and there may be additional costs for delivery and other convenience charges. LUCY’S FLOWER’S will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our website periodically for current pricing information. LUCY’S FLOWER’S, at its sole discretion, may make promotional offers with different features and different pricing to any of LUCY’S FLOWER’S customers. These promotional offers, unless made to you, will not apply to your offer or these Terms. 4.2 Authorization. You authorize LUCY’S FLOWER’S third party payment processors to charge all sums for the orders that you make as described in these Terms or published by LUCY’S FLOWER’S, including all applicable taxes, to the payment method provided by you.
Licenses 5.1 Limited License. Subject to your complete and ongoing compliance with these Terms, LUCY’S FLOWER’S grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service. 5.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it. 5.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant LUCY’S FLOWER’S an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
Ownership; Proprietary Rights. The Service is owned and operated by LUCY’S FLOWER’S and its licensors. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by LUCY’S FLOWER’S are protected by intellectual property and other laws. All Materials included in the Service are the property of LUCY’S FLOWER’S or its third party licensors. Except as expressly authorized by LUCY’S FLOWER’S you may not make use of the Materials. LUCY’S FLOWER’S reserves all rights to the Materials not granted expressly in these Terms.
Third Party Terms. The Service may contain links to third party websites. Linked websites are not under LUCY’S FLOWER’S control, and LUCY’S FLOWER’S is not responsible for their content.
User Content 8.1 User Content Generally. Certain features of the Service may permit users to upload data or text content to the Service (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service. 8.2 Limited License Grant to LUCY’S FLOWER’S. By providing User Content to or via the Service, you grant LUCY’S FLOWER’S a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for formatting for display, and distribute your User Content, in whole or in part, for the purpose of providing you with the Service.
8.3 User Content Representations and Warranties. LUCY’S FLOWER’S disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that: you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize LUCY’S FLOWER’S and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by LUCY’S FLOWER’S the Service, and these Terms.
Term, Termination and Modification of the Service 11.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 11.2. 11.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, LUCY’S FLOWER’S may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at email@example.com. 11.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay LUCY’S FLOWER’S any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3, 6, 11.3, 12, 13, 14, 15 and 16 will survive. 11.4 Modification of the Service. LUCY’S FLOWER’S reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. LUCY’S FLOWER’S will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify LUCY’S FLOWER’S and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “LUCY’S FLOWER’S Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, the Merchant Terms, any representation, warranty, or agreement referenced in these Terms or the Merchant Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party, including any dispute between you and a Merchant. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defence of those claims.
The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) 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 of Arbitration is received, you or LUCY’S FLOWER’S may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or LUCY’S FLOWER’S must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by LUCY’S FLOWER’S in settlement of the dispute prior to the award, LUCY’S FLOWER’S will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000. 16.5 Fees. If you commence arbitration in accordance with these Terms, LUCY’S FLOWER’S will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York, NY, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) 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 LUCY’S FLOWER’S 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. 15.6 No Class Actions. YOU AND LUCY’S FLOWER’S 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 LUCY’S FLOWER’S 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.
15.7 Modifications to this Arbitration Provision. If LUCY'S FLOWER'S makes any future change to this arbitration provision, other than a change to LUCY’S FLOWER’S address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to LUCY’S FLOWER’S address for Notice of Arbitration, in which case your account with LUCY'S FLOWER'S will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive. 15.8 Enforceability. If Section 15.6 is found to be unenforceable or if the entirety of this Section 15 is found to be unenforceable, then the entirety of this Section 15 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 16.2 will govern any action arising out of or related to these Terms.
16.7 Notice to California Residents. 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. 16.8 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies. 16.9 International Use. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.