Terms OF USE

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WELCOME TO ROSES ARE RED. THE APP IS OWNED AND OPERATED BY ROSES ARE RED INC. PLEASE READ THESE TERMS OF USE (THIS "AGREEMENT") CAREFULLY BEFORE USING THE PLATFORM (COLLECTIVELY REFERRED TO HEREAFTER AS THE “APP”). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF ROSES ARE RED APP.

By using the app in any manner, including but not limited to visiting or navigating any part of Roses Are Red, all users of the app (including, without limitation, Florists and Customers as defined below) agree to be bound by this Agreement. This Agreement applies to all users of the App, including without limitation users who are florists, vendors, customers, merchants, contributors of content, information and other materials or services on the App or in connection with Roses Are Red. Different sections of the Agreement may affect users differently depending upon their use of the App, so please make sure to review this Agreement carefully. If you have any questions, please refer to the contact us section.

1. Roses Are Red is a Venue

Roses Are Red provides a venue where flower sellers (“Florists") can create listings to sell certain floral arrangements and limited related goods within a fixed-price format on the App (subject to compliance with the Florist’s Terms and Conditions set forth below) and customers who visit or utilize the App can learn about Florists’ listings and make purchases from Florists (“Customers"). Roses Are Red is directly involved in or otherwise a party to transactions that may take place between Florists and Customers. Roses Are Red makes no representations, warranties or guarantees regarding any content or information provided by the florists, including, without limitation, the identity, age, and nationality of any seller, buyer or user. You acknowledge and agree that the App is solely a venue and has no responsibility or liability for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on the App.

2. Membership Eligibility

Registration for membership on the App is subject to the following additional terms and conditions: Age: Roses Are Red is available only to, and may only be used by, individuals who are 18 years of age and older, and who can form legally binding contracts under applicable law. By registering with the App, you represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. We may, in our sole discretion, refuse to offer access to or use of Roses Are Red to any person or entity and change the eligibility criteria at any time. This foregoing is void where prohibited by law and the right to access Roses Are Red is revoked in such jurisdictions.

Authority: If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity you are acting on behalf of to this Agreement. Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Roses Are Red of any unauthorized use of your password or any breach of security. You also agree that we cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than Roses Are Red without our express written permission. Account Information: You must keep your account information, including a valid email address, up-to-date and accurate and up to date at all times. To sell items on Roses Are Red you must provide and maintain valid payment information. Account Transfer: The access rights granted to you under this Agreement are non-transferable without our express written permission. You may not assign or otherwise transfer this Agreement to anyone, including any parent, subsidiaries, affiliated entities or third parties, without our prior written consent, which may be withheld in our reasonable discretion. Any attempted assignment or other transfer without such consent shall be void, and any such attempt shall be deemed to be a breach of this Agreement. All of our rights and obligations under this Agreement are freely assignable by Roses Are Red. As used herein, the terms “assignment" and “transfer" shall include (a) any sale or transfer of all or substantially all of your assets, (b) a merger, consolidation or reorganization, and (c) a change in ownership.

Right to Refuse Service: We reserve the right, in our sole discretion, to cancel unconfirmed or inactive accounts. Further, we reserve the right to refuse service to anyone, for any reason, at any time. Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. In addition, you must abide by our policies as stated in this Agreement and the policy documents listed below (if applicable to your activities on or use of the App) as well as all other operating rules, policies and procedures that may be published from time to time on the App by Roses Are Red, each of which is incorporated herein by reference and each of which may be updated by Roses Are Red from time to time without notice to you: Privacy Policy, Copyright and Intellectual Property Policy. Eligibility for Registration as a Florist at the App is subject to the following additional terms and conditions:Florist Legal Obligations - If you would like to register as a Florist, you must be an authorized seller of floral arrangements and related goods through Roses Are Red in the jurisdiction where you reside and in compliance with any local laws or regulations. Where applicable, each Florist is solely responsible for obtaining all permits, licenses or other permissions required to offer goods through the App. Roses Are Red assumes no responsibility for any Florist’s failure to obtain such permits, licenses or permissions or otherwise comply with applicable laws and regulations.No more filling to value - All orders should be prepared with the look and temperament your customer is expecting. Your reputation depends on it. Images in Listings – Florist may not utilize wire-service or stock photos in its listings. The images that Florists post in the listings must be images of your own creation featuring your own designs or those created by Roses Are Red as part of its service to the Florist. By posting them with the listing, Florists are each representing and warranting the posted images do not infringe on anyone else’s copyright or intellectual property rights.

Delivery area – The delivery area in the listing must accurately represent the area the Florist is capable of hand delivering arrangements to. No “order gathering" or resales – Roses Are Red has absolutely no tolerance for order gathering. Florists may only create listings and accept orders that it is capable of fulfilling on its own. No wiring or reselling orders is permitted and will result in immediate termination of membership. The Customers are Your Customers – Roses Are Red is not the broker, agent or joint venturer of any Florist. There is no hiding behind a middle man. Florists must treat all of orders obtained from Customers through the App as if they are from someone that has just walked into your flower shop. Happy customers make repeat customers. Your Customer is Your Responsibility – If there is an issue with an order, Florists are solely responsible for addressing those issues with the Customer directly. Via the ordering process on the App, Florists will be provided with Customer contact information and must work directly with them to resolve any issues. If no resolution can be reached, Florists and Customers may address their concerns to Roses Are Red and Roses Are Red may elect to act as an intermediary, but is under no independent obligation to do so. Privacy Policy Compliance: Florists are solely responsible for complying with all applicable state and federal laws, including those governing the collection, use and disclosure of user information. Florists that do not abide to the above terms and conditions and those listed below are subject to immediate removal without written or advance notification from Roses Are Red. Users are encouraged to report any violations of the foregoing terms and conditions by a Florist by contacting Roses Are Red at team@rosesarered.app

3. Marketplace/Storefront/Own Custom App Services, Fees/Taxes and Payments

Services: We will issue Florists who properly register through the App with an individualized florist account to display and sell their flower arrangements within the Roses Are Red flower marketplace, which aggregates and exhibits products from all Florists’ website and social media platforms (the “Marketplace"). We will host the products by providing a server to store the data relating to the products, and communicate the orders placed by buyers through the App to the florists. 

Fees: Joining and setting up a Storefront on Roses Are Red are free for registered Florists. Florists are charged a percent commission fee based on the total price of the order received via Roses Are Red. We may, at our sole discretion, change some or all of Roses Are Red’s services at any time. In the event we introduce a new service , the fees for that service are effective at the launch of such service. We keep accepted payment information on file. We shall not be responsible in any way for any fraudulent payment or credit information provided by any third parties..

Payments: Settled transactions will be debited to your account balance via a stripe account or direct deposit, within a reasonable time after the order has been processed and the buyer’s credit card has been authorized. In no event shall the payment time exceed thirty-one (31) days from the end of the month in which the order was delivered and the buyer’s credit card has been authorized. Roses Are Red reserves the right to withhold, reverse or otherwise refuse payments to Florists for any unfulfilled or returned customer transactions, including, without limitation, refunds due to non-delivery by Florist, customer rejections for quality issues, non-payment due to customer fraud, chargeback or contested charges.

4. Listings - Responsibilities of Florists

Listing Description: By listing an item on Roses Are Red, Florists warrant that you and all aspects of the item comply with this Agreement. Florists also warrant that they may legally sell the item. Florists must accurately describe your item and all terms of sale in the description. Florist’s listings may only include text descriptions, graphics, pictures and other content applicable to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. Each unique item must have its own listing. The price stated in each item listing description must be an accurate representation of the sale. Florist may not misrepresent the item's location, or use another user's account without permission.

Binding Sale: All sales are binding. The Florist is obligated to deliver the order or otherwise complete the transaction with the Customer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the Customer fails to meet the terms of the Florist's listing(such as payment method), or (b) the Florist cannot authenticate the Customer’s identity. The Customer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance. In the event that an order is received that you are unable to deliver, you are responsible for promptly notifying Roses Are Red so that the order can be forwarded to another florist to fulfill or so that the order can be canceled and refunded to the customer in a timely manner Responsibilities: Notwithstanding anything to the contrary herein, Florists are solely responsible for all orders placed through the App, whether such orders are lost, unprocessed, mishandled or otherwise . Florists remain solely responsible even if such failure to fulfill the order is a result of not checking notifications sent to the Florist via their email and the App. Florists are also solely responsible for informing the Customer of any lost, unprocessed or mishandled orders, and for all other Customer relationship matters relating to orders processed through the Florist’s Storefront. We are not responsible in any way whatsoever for the foregoing matters .

5. Prohibited, Questionable and Infringing Items and Activities by All Users

Each user is solely responsible for his / her / its conduct and activities on and regarding to the App and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links(together, "Content") that the user submits, posts, and displays on the App . Furthermore, Florists may not list any item on the App(or consummate any transaction that was initiated using the App) that, by paying to Roses Are Red the final value fee, could cause Roses Are Red to violate any applicable law, statute, ordinance or regulation, or that violates this Agreement .

Restricted Activities: Your Content and your use of the App shall not: 

(i) Be false, inaccurate or misleading 

(ii) Be fraudulent or involve the sale of illegal, counterfeit or stolen items . 

(iii) Infringe upon any third - party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy. 

(iv) Violate this Agreement, any site policy, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising). 

(v) Be defamatory, discriminatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including our staff or other users), or falsely state or otherwise misrepresent your affiliation with any person through, for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device. 

(vi) Be obscene or contain pornography. 

(vii) Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. 

(viii) Host images not part of a listing. 

(ix) Modify, adapt or hack the App or modify another website so as to falsely imply that it is associated with Roses Are Red. 

(xi) Link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement, other agreements hyperlinked herein, or other policy documents as posted on the App. 

(xii) Use the App to collect orders for any other business to fulfill. 

(xiii) Reproduce, duplicate, copy, sell, trade or resell any of the services within the App for any purpose. 

(xiv) Engage in activity that interferes with or disrupt the App (or the servers and networks which are connected to the App). 

(xv) Contain alcohol Notwithstanding anything to the contrary herein, we reserve the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from the App.

6. Content, Material & Licenses

Roses Are Red does not claim ownership rights in user content which is content generated solely by its users and expressly defined as not including Roses Are Red Generated Content (hereafter, “User Content"). Users agree to allow Roses Are Red and its affiliates to store or re-format their User Content on or through the App and display your User Content on or through the App in any way as we choose (including for advertising, marketing or other promotional purposes relative to Roses Are Red). Florists are solely responsible to ensure the User Content posted is of their own images, copyright and intellectual property or that the Florists have the express written consent to use such User Content. Florists hereby further grant to Roses Are Red the right to promote the services provided to Florists in Roses Are Red press kits, press releases, and any other promotional materials related to Roses Are Red. Florists acknowledge Roses Are Red as the creator and provider of the App. Unless provided otherwise in a separate written agreement between the Florist and Roses Are Red, Florists acknowledge and agree that each of them are solely responsible for protecting and enforcing any rights the Florist may have to any User Content that submitted, posted, transmitted or displayed on, or through, the App and that Roses Are Red has no obligation to protect or enforce those rights on the Florist’s behalf. Users confirm and warrant that they have all the rights, power and authority necessary to grant the above licenses to User Content.

As part of a transaction, Florists may obtain personal information, including email address and shipping information, from another user. Without obtaining prior permission from the other user, this personal information shall only be used for that transaction or for Roses Are Red related communications. Roses Are Red does not grant any users a license to use any personal information of any other user for unsolicited commercial messages. Without limiting the foregoing and without express consent from the user, users are not licensed to add any Roses Are Red user to any email or physical mail list.

Re-Posting Content: By posting User Content on Roses Are Red, it is possible for an outside website or a third party may re-post that User Content. Users agree to indemnify and hold Roses Are Red harmless for any dispute, claims or causes that may arise from any such action.

7. Information Control

Roses Are Red has limited control of the User Content provided by users and that is made available on the App. You may find some User Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretence. Additionally, there may also be risks of dealing with international trade and foreign nationals. By using the App, users agree to accept such risks and that Roses Are Red and its officers, directors, agents, subsidiaries, joint ventures, employees, suppliers, licensors and representatives (collectively, Roses Are Red’s “Affiliates"), are not responsible for any and all acts or omissions of users on the App. Please use caution, common sense, and practice safe buying and selling when using the App. Other Resources: Roses Are Red is not responsible for the availability of outside websites or resources linked to or referenced on the App. We do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. Users agree that we 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 the use of or reliance on any such content, goods or services available on or through any such websites or resources.

8. Resolution of Disputes and Release

In the event a dispute arises between a user and Roses Are Red, the user should contact Roses Are Red at team@rosesarered.app to assess the possibility of informal resolution.

Each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. Use of the App is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, unless expressly noted otherwise herein, including without limitation, this section.

Should a dispute arise between you and any other user or users of the App, or an outside party, you release Roses Are Red and its Affiliates from any and all 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. Roses Are Red encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable and appropriate.

Roses Are Red, for the benefit of users, may elect to assist users resolve disputes, however, Roses Are Red do so in its sole and exclusive discretion, and Roses Are Red undertakes no formal obligation to resolve disputes between users or between users and outside parties. To the extent that Roses Are Red attempts to resolve such disputes, Roses Are Red does so in good faith and based solely on its policies. Roses Are Red will not make judgments regarding legal issues or claims.

9. Access and Interference

Much of the information on the App is updated on a real-time basis and is proprietary or is licensed to Roses Are Red by the App’s users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access the App for any purpose whatsoever, except to the extent expressly permitted by and in compliance with this Agreement or otherwise without our prior express written permission. 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 Roses Are Red’s infrastructure. 

(ii) Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except for your Content) or other allowed uses as set out in this Agreement from the App except to the extent expressly permitted by and in compliance with this Agreement or otherwise without the prior express written permission of Roses Are Red and the appropriate third party, as applicable. 

(iii) Interfere or attempt to interfere with the proper working of the App or any activities conducted thereon.

10. Breach

Without limiting any other remedies, Roses Are Red may, without notice, and without refunding any fees, delay or immediately remove Content, warn Roses Are Red’s community of a user's actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit access to Roses Are Red, and take technical and legal steps to keep a user off Roses Are Red and refuse to provide services to a user if, not intended to be an exclusive list, any of the following apply: 

(i) We suspect(by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, the Privacy Policy or other policy documents and community guidelines incorporated herein . 

(ii) We are unable to verify or authenticate any of the user’s personal information or Content . 

(iii) We believe that a user is acting inconsistently with the letter or spirit of Roses Are Red’s policies, has engaged in improper or fraudulent activity in connection with the App or the actions may cause legal liability or financial loss to Roses Are Red’s users or to Roses Are Red itself .

11. Privacy

Any personal information you submit to the App is governed by Roses Are Red’s Privacy Policy. This Privacy Policy encompasses any and all information you may provide to the App or Roses Are Red either for purposes of becoming a Member of the App, submitting feedback about the App or any content or other users of the App, or to receive further information, updates and promotions about or related to the App or Roses Are Red. Except as disclosed in Roses Are Red’s Privacy Policy, we will not sell or disclose your personal information(as defined in thePrivacy Policy) to third parties without your explicit consent.

12. No Warranty

Roses Are Red and its affiliates provide the app "as is" and without any warranty or condition, express, implied or statutory . you expressly understand and agree that your use of the app is at your sole risk and that roses are red and its affiliates do not represent or warrant to you that: 

(i) your use of the app will meet your requirements; 

(ii) your use of the app will be uninterrupted, timely, secure or free from error; 

(iii) any information obtained by you as a result of your use of the app will be accurate or reliable; and 

(iv) that defects in the operation or functionality of any software provided to you as a part of the app will be corrected . roses are red and its affiliates specifically disclaim all warranties and conditions of any kind, whether expressed or implied, including, but not limited to, any implied warranties of title, merchantability, performance, fitness for a particular purpose and non - infringement. In addition, no advice or information(oral or written) obtained by you from Roses Are Red or its affiliates shall create any warranty not expressly stated in this agreement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

13. Liability Limitation

Roses Are Red and its affiliates shall not be liable to you for:  (i) any direct, indirect, incidental, special, consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability, including, but not limited to, any loss of profit(whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss; and 

(ii) any loss or damage which may be incurred by you, including, but not limited to, loss or damage as a result of (a) any changes which we may make to the app, or for any permanent or temporary cessation in providing the app(or any services offered through or features within the app), (b) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the app, (c) your failure to provide roses are red with accurate account information, (d) your failure to keep your password or account details secure and confidential, (e) your use or misuse of the app, (f) errors, defects, delays in operation or transmission, and/or (g) hyperlinks to web apps or content or resources provided by companies or persons other than Roses Are Red. These foregoing limitations on our liability shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.

14. Indemnity

You agree to indemnify and hold roses are red and its affiliates, harmless from and against all damages, costs(including, without limitation, settlement costs), losses, expenses, (including without limitation, reasonable attorneys' fees) and liabilities relating to any claim or demand asserted by any party against roses are red and/or its affiliates arising from or related to your activities or conduct on or through the app.

15. Access and Data Integrity

Roses Are Red does not guarantee continuous, uninterrupted access to the App. Although Roses Are Red attempts to maintain the integrity and accuracy of the information on the App, we make no guarantees as to its correctness, completeness, or accuracy. The App may contain typographical errors, inaccuracies, or other errors or omissions. Also, unauthorized additions, deletions, or alterations could be made to the App by other users or third parties without Roses Are Red’s knowledge. If you believe that information found on the App is inaccurate or unauthorized, please inform Roses Are Red by e-mailing us at team@rosesarered.app.

16. Severability

If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect .

17. No Employment or Agency No Employment Relationship

Roses Are Red is not an employment service and does not serve as an employer of any user(Florist, Customer or otherwise). Roses Are Red is not be liable for any tax or withholding, including but not limited to unemployment insurance, employer's liability, social security or payroll withholding tax in connection with any use of the App. By using the App, users understand and agree that, if Roses Are Red is found to be liable for any tax or withholding tax in connection with your use of the App, then you will immediately reimburse and pay to Roses Are Red an equivalent amount, including any interest or penalties thereon.

No Agency Relationship 

No brokerage, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement. Without limiting the foregoing, except as expressly set forth herein, Roses Are Red is not acting and does not act as an agent for any Florist, Customer or any other user or visitor of the App.

18. Roses Are Red Service

Roses Are Red reserves the right to modify, limit, suspend or terminate any and all services offered on or through the App (or any feature thereof) for any reason, without notice, at any time. Roses Are Red reserves the right to alter this Agreement or other Roses Are Red policies at any time, so please review the policies frequently.

19. Amendments

Roses Are Red may amend this Agreement at any time, and from time to time, in our sole and absolute discretion, without any notice to you. You should regularly review this Agreement as posted on the App on this page to check for amendments. You understand and agree that if you use the App after the date on which these amendments have been applied to the Agreement, Roses Are Red will treat your continued use of the App as acceptance of the updated terms. You may not amend this Agreement at any time without our prior written consent.

20. No Waiver

You agree that if Roses Are Red does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which we have the benefit of under any applicable law), it shall not constitute a waiver of Roses Are Red’s rights, and as such, those rights or remedies will still be available to Roses Are Red. Nothing in this Agreement shall prevent Roses Are Red from complying with the law and these terms do not confer any third party beneficiary rights.

21. Notices

Notice sent by email shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Roses Are Red may elect, at its own discretion, to deliver notice by certified mail, to the address you provided to Roses Are Red. In such case, notice shall be deemed given three days after the date of mailing.

22. Contact

If you have any questions about this Agreement, please contact us at team@rosesarered.app.