TERMS OF SERVICE

Introduction

Welcome to the Simply Petals website (“Site”).  Please read the following terms and conditions of service (the “TCS”) carefully, as the TCS may have changed since your last visit to this Site.  Simply Petals, LLC (“Simply Petals”) maintains this Site as a service to its customers, potential customers, and other interested parties.   Your use of this Site is subject in all respects to these TCS.  By using this Site, you are agreeing to the TCS and acknowledging that you have read and understand all of the TCS.  If you do not accept the TCS, then do not use this Site.

 

Description of Services

Simply Petalsis an online monthly subscription service that offers you the opportunity to receive premium eco-friendly products (such as, shoes, handbags and jewelry) each month at discounted prices (the “Service”).  To receive the Service you must become a subscribed member and pay a monthly fee.

 

Product Descriptions & Purchases

Simply Petals attempts to be as accurate as possible with respect to the description of products listed on the Site.  At the same time, Simply Petals does not warrant that product descriptions or other content of the Site are accurate, complete, reliable, current or error-free.  If a product offered by Simply Petals itself is not as described, your sole remedy is to return it in unused condition.  Except where noted otherwise, the price indicated for products on the Site represents the price that we are charging for that item, which has been estimated in accordance with standard industry practice.  Despite our best efforts, a small number of the items on the Site may be mispriced.  If an item's correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.  All items purchased from Simply Petals are made pursuant to a shipment contract.  This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.  Additionally, product descriptions and specifications are subject to change. Simply Petals may add or update the products and information on this Site each month and from time to time without notice.

 

Use of Website

 

The information contained in this Site is for general guidance on topics selected by Simply Petals. Such information is provided on a blind-basis, without any knowledge as to your identity or specific circumstances. The application and impact of relevant laws will vary from jurisdiction to jurisdiction. There may also be delays, omissions, or inaccuracies in information contained in this Site. The information on this Site is provided with the understanding that Simply Petals and various authors and publishers providing such information do not constitute the rendering of professional advice or services. As such, information on this Site should not be relied upon or used as a substitute for consultation with professional advisors.  The Site may become unavailable due to maintenance or malfunction of computer equipment or other reasons.  Simply Petals may alter, suspend, or discontinue this Site at any time for any reason, without notice and at no liability.

 

Copyrights & Trademarks

This Site, and the content and information (including, but not limited to, the images, text, design, graphics, logos, button icons, video, audio, and software) that it contains (collectively, the “Content”), is the property of Simply Petals and its partners, vendors, suppliers, affiliates, licensors and other content providers, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws.  Any compilation of Content on this Site is the exclusive property of Simply Petals.  The trademarks, logos, vendor logos, charity logos, site and tastemaker illustrations and service marks (“Marks”) displayed on the Site are the property of Simply Petals and its affiliates.  Users are prohibited from using any Marks for any purpose including, but not limited to use as metatags on other pages or sites on the World Wide Web without the written permission of Simply Petals or such third party that may own the Marks.  Users are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content available on or through the Site for any commercial or public purposes whatsoever.  Users are also prohibited from using the photographs, names, likenesses, personal information and other background and related data of any of the individuals that appear on the Site.  The absence of a product, service name or logo from this list does not constitute a waiver of Simply Petals's trademark or other intellectual property rights concerning that name or logo.

 

No part of this Site or its Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording, except that Simply Petals authorizes you to view, copy, download, and print Simply Petals documents (such as press releases and FAQs) that are available on this Site, subject to the following conditions: (i) the documents may be used solely for noncommercial, informational purposes; (ii) the documents may not be modified; and (iii) copyright, trademark, and other proprietary notices may not be removed.  Nothing contained on this Site shall be interpreted as granting, by implication, estoppel, or otherwise, any license or right to use this Site or any documents displayed on this Site, through the use of framing or otherwise, except: (a) as expressly permitted by these terms and conditions; or (b) with the prior written permission of Simply Petals or such third party that may own the copyright of material displayed on this Site.

 

Links to Third-Party Web Sites

 

This Site may contain links to non-Simply Petals web sites. These links are provided to you as a convenience, and Simply Petals is not responsible for the content of any linked web site or the actions of those that provide or use such linked web site.  Any non-Simply Petals web site accessed from the Site is independent from Simply Petals, and Simply Petals has no control over the content of that web site.  Because Simply Petals has no control over such sites and resources, you acknowledge and agree that Simply Petals is not responsible for the availability of such external sites or resources.  In addition, a link to any non-Simply Petals web site does not imply that Simply Petals endorses or accepts any responsibility for the content or use of such a web site and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources.  You further acknowledge and agree that Simply Petals shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

 

License & Site Access

Simply Petals grants you a limited license to access and to personally use the Site and the Service.  This license does not include any downloading or copying of account information for the benefit of another vendor or any other third party; caching, unauthorized hypertext links to the Site and the framing of any information, data or other content (which shall also be included in the definition of the term "Content") available through the Site; uploading, posting or transmitting any Content that you do not have a right to make available (such as the intellectual property of another party); uploading, posting or transmitting any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; any action that imposes or may impose (in Simply Petals’s sole discretion) an unreasonable or disproportionately large load on Simply Petals’s computer servers, infrastructure or personnel or any use of data mining, robot or similar data gathering and extraction tools.  You may not bypass any measures used by Simply Petals to prevent or restrict access to the Site.  Any unauthorized use by you shall terminate the license granted to you by Simply Petals and your access to the Site may be temporarily or permanently prohibited by Simply Petals.  Notwithstanding the foregoing, Simply Petals reserves the right to suspend or terminate the license granted herein or your membership for any reason. 

 

Membership Eligibility

The Service is not available to minors under the age of 18 or to any users suspended or removed from the system by Simply Petals for any reason.  If we learn that a user is under 13 years of age, we will promptly delete all information that we have collected about that user and will immediately remove such user from the system.  Users may not have more than one active account.  Additionally, users are prohibited from selling, trading or otherwise transferring their SimplyPetals.com account to another party for any reason.  If you do not qualify to be a member of Simply Petals, you may not use the Service or this Site.

 

Your Account

In consideration of your use of the Site, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction.  You also agree to provide true, accurate, current and complete information about yourself as prompted by the Site's registration form.  If you provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or Simply Petals has grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Simply Petals has the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof) by you.  If you use the Site, you are responsible for maintaining the confidentiality of your account and password, and for restricting access to your computer.  You agree to accept responsibility for all activities that occur under your account or password.  GIVEN THE RISK OF IDENTITY THEFT AND FOR MANY OTHER REASONS, WE STRONGLY RECOMMEND THAT YOU EXIT FROM YOUR ACCOUNT AT THE END OF EACH SESSION ON THE SITE.You agree to notify Simply Petals immediately of any unauthorized use of your account or any other breach of security.  Simply Petals reserves the right to refuse service, terminate accounts or remove or edit Content in its sole discretion. 

 

Posts & Reviews

 

If we provide visitors with an opportunity to post information, comments, or any messages on this Site, you may not use this Site and its related Services to:

 

1.       Transmit via or through the Site any information, data, text, images, files, links, software, chat, communication or other materials that is, or which Simply Petals considers in its sole discretion to be, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, or otherwise objectionable, including without limitation blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, excessively violent, harassing or otherwise objectionable (collectively, the “Prohibited Content”);

2.       Sell or promote any products or services that are unlawful in the location at which the Prohibited Content is posted or received;

3.       Sell or promote controlled pharmaceutical substances, tobacco, fire arms, or alcoholic beverages;

4.       Introduce viruses, worms, Trojan horses and/or harmful code on the Internet;

5.       Display material that exploits children under 18 years of age;

6.       Post any Prohibited Content or otherwise infringe in any way or violate any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property right of any third party;

7.       Promote or solicit any business or promote, solicit or participate in multi-level marketing or pyramid schemes;

8.       Harass, embarrass or cause distress or discomfort upon another participant, user, or other individual or entity;

9.       Impersonate any other person, including but not limited to, an Simply Petals official, expert, tastemaker, guide, host or other affiliate;

10.       Post, collect or disclose any personally identifying information (including account names) or private information about children or any third parties without their consent (or their parent's consent in case of a child under 13 years of age);

11.       Post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation on our bulletin boards, including without limitation solicitations of credit card numbers, solicitations for sponsors, or promotion of raffles or contests;

12.       Intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law while using or accessing the Site or in connection with your use of the Site, in any manner; or

13.       Invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity.

 

These are some, but not all, of the activities that may result in removal of Prohibited Content that you post to the Site and/or the termination of your subscription membership and access to the Site.

 

Furthermore, Simply Petals does not claim ownership of any materials you make available through the Site, such as personal photos or written comments and product reviews that you may post on the Site.  At Simply Petals’s sole and absolute discretion, such materials may be included in the Service in whole or in part or in a modified form.  With respect to any materials that you submit or make available for inclusion on the Site, you grant Simply Petals a perpetual, irrevocable, non-terminable, worldwide, royalty-free and non-exclusive license to use, copy, distribute, publicly display, modify, create derivative works and sublicense such materials or any part of such materials.  You hereby represent, warrant and covenant that any materials you provide do not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant the license specified herein. 

 

Limitations of Liability

 

UNDER NO CIRCUMSTANCES SHALL SIMPLY PETALS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, MULTIPLE OR OTHER DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS SITE OR THE PRODUCTS BEING PURCHASED THROUGH THIS WEBSITE OR THE INFORMATION CONTAINED ON THIS SITE, EVEN IF SIMPLY PETALS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SIMPLY PETALS'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THIS SITE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED $100 US.

 

Disclaimer of Warranty

 

ALL INFORMATION, CONTENT, PRODUCTS AND SERVICES ON THE SITE (INCLUDING BUT NOT LIMITED TO, PRODUCT SPECIFICATIONS), OR OBTAINED FROM A WEBSITE TO WHICH THE SITE IS LINKED (A "LINKED SITE") ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY.SPECIFICALLY, BUT WITHOUT LIMITATION, SIMPLY PETALS DOES NOT WARRANT THAT: (i) THE INFORMATION ON THIS SITE IS CORRECT, ACCURATE, RELIABLE OR COMPLETE; (ii) THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THIS SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

SIMPLY PETALS DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR (A) THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE THROUGH THE SITE BY ANY PARTY OTHER THAN SIMPLY PETALS, (B) ANY CONTENT PROVIDED ON LINKED SITES OR (C) THE QUALITY, CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE.  IN THAT REGARD, SIMPLY PETALSis NOT BE RESPONSIBLE FOR ANY PERSONAL INJURY THAT YOU MAY SUFFER FROM THE USE OF ANY PRODUCT THAT YOU PURCHASE FROM THE SITE; YOUR PURCHASE OF ANY SUCH PRODUCT SHALL BE DEEMED AN AFFIRMATIVE WAIVER OF ANY AND ALL CLAIMS, DAMAMGES, CAUSES OF ACTION, LIABILITIES, LOSSES AND EXPENSES THAT YOU MAY INCUR AS A RESULT OF ANY SUCH PERSONAL INJURY. 

OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER PROTECTION LAW, UNDER NO CIRCUMSTANCE WILL SIMPLY PETALS BE LIABLE FOR ANY CLAIM, DAMAGE, CAUSE OF ACTION, LIABILITY, LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE OR A LINKED SITE, OR ON YOUR RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE, INCLUDING WITHOUT LIMITATION, YOUR RELIANCE ON THE DESCRIPTION OF THE CONTENTS OF ANY PRODUCT THAT YOU PURCHASE.  IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ALL PRODUCT DESCRIPTIONS AND OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITE, OR OBTAINED FROM A LINKED SITE.  PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE OR OTHER CONTENTYOU EXPRESSLY UNDERSTAND AND AGREE THAT SIMPLY PETALS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SIMPLY PETALS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR DIRECT OR INDIRECT USE OF THE SITE, CONTENT OR ANY RELATED SERVICES. 

 

Indemnity

You agree to indemnify and hold Simply Petals (and its officers, directors, shareholders, agents, subsidiaries, joint ventures, and employees) harmless from any action, cause of action, liability, loss, claim, alleged claim, demand, judgment, costs and/or expenses (including without limitation, all reasonable attorneys’ fees and costs), arising, directly or indirectly, out of or related to (i) your breach of the TCS, (ii) your violation of any law or the rights of a third party, and/or (iii) from a claim by a third party that is based on your use of this Site in violation of these terms.

 

Electronic Communication

When you use the Site or send emails to Simply Petals, you are communicating with Simply Petals electronically.  You consent to receive communications electronically from Simply Petals and its affiliated web sites.  Simply Petals will communicate with you by email or by posting notices on the Site.  You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. 

 

Secure Areas

Access to and use of password protected and/or secure areas of the Site is restricted to authorized users only.  Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution. 

 

Modification of TCS

 

Simply Petals reserves the right to make changes to the Site, related policies and agreements, the TCS and the Privacy Policy at any time and from time to time.You agree that it is your responsibility to review and read the TCS to ensure you are aware of them, even as they may be modified from time to time.

Notice & Take Down Procedures & Copyright Agent

 

If you believe any materials accessible on or from this Site infringe your copyright, you may request removal of those materials (or access thereto) from this Site by contacting Simply Petals and providing the following information:

 

a.       Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.

b.       Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.

c.        Your name, address, telephone number and e-mail address.

d.       A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.

e.        A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.

f.        A signature or the electronic equivalent from the copyright holder or authorized representative.

 

Simply Petals’s agent for notice of claims of copyright or other intellectual property infringement can be reached at support@SimplyPetals.com or call us at (888) 322-0099.

Simply Petals may update this mailing address from time to time.

 

In an effort to protect the rights of copyright owners, Simply Petals maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of this Site who are repeat infringers.

 

No Implied Endorsements

 

In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Simply Petals of that third party or of any product or service provided by a third party.

 

Jurisdictional Issues

 

Simply Petals makes no representation that information on this Site is appropriate or available for use outside the United States. Those who choose to access this Site from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

 

Submissions to Simply Petals& Affiliated Servers

 

Any information you transmit to this Site, by electronic mail or otherwise, including any data, questions, comments, suggestions, graphics or the like, is, and will be treated as, non-confidential and nonproprietary information. Any information communicated to Simply Petals through this Site is the exclusive property of Simply Petals. Simply Petals is entitled to use any information submitted for any purpose, without restriction (except as stated in Simply Petals's Privacy Policy) or compensation to the person sending the submission.

 

No Export of Information

 

The laws of the United States of America prohibit the export of certain software and data to particular persons, territories, and foreign states. Nothing from this Site may be exported, in any way, in violation of United States law.

 

Survival of Terms After Agreement Ends

Notwithstanding any other provisions of the TCS, or any general legal principles to the contrary, any provision of the TCS that imposes or contemplates continuing obligations on you will survive the expiration or termination of the TCS.

 

Miscellaneous

In the event any information in the TCS conflicts with any other statements or documents found on or linked to the Site, the TOS shall control. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.  In such a case, the parties agree that an arbitrator should endeavor to give effect to the parties’ intentions as reflected in the provision.  From time to time Simply Petals may offer special promotional offers that may or may not apply to your Simply Petals account.  You agree to be bound by any additional terms and conditions of these special offers, which will be available to you from time to time via separately furnished linked web sites.  Headings are for reference purposes only and do not limit the scope or extent of such section. 

 

Jurisdiction

 

These TCS shall be governed by and shall be construed in accordance with the laws of the State of California without regard to its conflict of law provisions.  You hereby irrevocably submit to the jurisdiction of any California court, or federal court sitting in Los Angeles City and/or County, over any suit, action or proceeding (including arbitration) arising out of or relating to any legal proceedings that may arise in connection with the Site, Privacy Policy and/or the TCS.  You hereby consent to Los Angeles City as the venue for any such suit, action or proceeding (including any arbitration) and irrevocably waive to the fullest extent permitted by law, any objection to such venue as being an inconvenient forum.

 

Arbitration

 

Any claim or dispute arising out of or relating to this Site or these TCS or the breach thereof shall be settled by arbitration in Los Angeles, California in accordance with the rules and regulations then pertaining, of the JAMS Foundation (alternative dispute resolution services).  The parties hereto agree to be bound by the award in such arbitration, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

 

Attorney’s Fees

 

In any action or proceeding (including but not limited to an arbitration) arising out of these TCS or enforcement thereof, the prevailing party shall be entitled to reasonable attorney’s fees and costs incurred in preparation for and in prosecution or defense of said action or proceeding, including but not limited to any arbitration, all appeals, related proceedings.

 

No Waiver & No Third Party Beneficiaries

 

The failure of Simply Petals to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches.  Simply Petals does not guarantee it will take action against all breaches of the TCS.  Except as otherwise expressly provided in the TCS, there shall be no third-party beneficiaries to the TCS.

 

Privacy

 

Simply Petals’s Privacy Policy is hereby incorporated by this reference into the TCS and is hereby made a part hereof. 

 

Entire Agreement

 

This is the entire agreement between the parties relating to the subject matter herein and shall not be modified except by a new posting of the Site’s TCS by Simply Petals, as described above.