Last Updated: September 2021
These terms and conditions (“Use Terms”) outline the rules and regulations for the use of Exclusively Roses Inc.’s website and other websites, mobile sites, and other online services which link to these Terms and are operated by Exclusively Roses Inc., also known as ERI Floral, (the “Sites”). By accessing the Sites we assume you accept these Terms in full. Do not continue to use the Sites if you do not accept the Terms in full.
The following terminology applies to these Terms and any or all Agreements:
a. You, the User, the Customer, the Client: refers to you, the person accessing this website and accepting the Company’s Terms.
b. The Company, Ourselves, We, Our and Us: refers to Exclusively Roses Inc., as the creator, operator and publisher of the Sites.
c. Party, Parties: refers to both the Customer and ourselves, or either the Customer or ourselves.
d. Sites: refers to Exclusively Roses Inc.’s website and other websites, mobile sites, and other online services which link to these websites and are operated by Exclusively Roses Inc..
e. Services: refers to the product sold by Exclusively Roses Inc. through its Sites and the ability to order the product through the Sites, but does not include Third-party Services. Our Services are directed at persons with shipping addresses within our Service Area.
f. Service Area: refers to the physical locations referred to on our Sites where our Services may be delivered.
g. Third-party Providers: refers to any services provided through the Sites or for delivery of Wholesale Goods that are operated by any provider other than the Company.
h. Wholesale Goods: refers to the product sold by Exclusively Roses Inc. through the wholesale services on its Sites to Wholesale Customers.
i. Pay-by-scan Goods: refers to the product sold by Exclusively Roses Inc. that are not Wholesale Goods and sold to Pay-by-scan Customers
j. Wholesale Customer: refers to Customers who purchase Wholesale Goods from the Sites, Customers with accounts through the Sites, and Customers placing requests for accounts through the Sites.
k. Pay-by-scan Customer: refers to Customers who purchase Pay-by-scan Goods from the Company.
Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.
The Sites and Services offered by the Sites are intended for Users who are in the Service Area. Services are not available outside of the Service Area and any Users accessing the Sites outside of the Service Area should not request an account or attempt to obtain Services provided by Us. The Sites are intended for users who are at least thirteen (13) years old. Persons under the age of thirteen (13) or business/individuals who do not have a resale license are not permitted to request an account for the Sites and we request that individuals under the age of 13 not provide any information to the Sites.
- Acceptable Use
You shall not use the Sites for any unlawful purpose or any purpose prohibited under the Terms. You shall not use the Sites in any way that could damage the Sites or general business of the Company. You shall not use the Sites to:
a. harass, abuse or threaten others or otherwise violate any person’s legal rights;
b. violate any intellectual property rights of the Company or any third-party;
c. upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
d. perpetrate any fraud;
e. engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
f. publish or distribute any obscene or defamatory material;
g. publish or distribute any material that incites violence, hate, or discrimination towards any group; and
h. unlawfully gather information about others.
You shall not disassemble or reverse engineer any code or software from or on the Sites. You shall not violate the security of the Sites through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user, or network.
Without prior approval and express written permission, you may not create frames around our Web pages or use other techniques that alter in any way the visual presentation or appearance of our Web site.
- Website Services
Your use of certain features offered by the Sites may require the use of certain third-party companies and/or software provided by Third-party Providers, which may contain additional requirements and additional terms of service.
We may provide links and pointers to Internet sites maintained by others that are not affiliated with us and may be located in different countries and that may be subject to different regulatory and other legal requirements. These sites are only for your convenience and therefore you access them at your own risk.
- Purchase of Goods
Wholesale Goods may be purchased through the Sites. The purchase of Wholesale Goods is governed by the Terms of Service which may be found on the Sites, and are expressly incorporated as part of these Use Terms. Pay-by-scan Goods cannot be purchased through the Sites. The purchase of Pay-by-scan Goods is governed by separate agreement and is not subject to the Terms of Service which may be founds on the Sites.
- Intellectual Property
Unless otherwise stated, Exclusively Roses Inc. and/or it’s licensors own the intellectual property rights for all material on Exclusively Roses Inc.’s Sites. The Sites and all materials provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (“Company IP”), which also includes all source code, databases, functionality, software, websites designs, audio, video, text, photographs and graphics on the Sites. You agree that you will not use the Company IP for any unlawful or infringing purpose. You may view and/or print pages from the Sites for your own personal use subject to restrictions set in these terms and conditions. You may not:
a. republish Company IP;
b. sell, rent or sub-license Company IP;
c. reproduce, duplicate or copy Company IP;
d. redistribute content from Exclusively Roses Inc.; or
e. create derivative works of Company IP
without express written permission from the Company. Any rights not expressly granted herein are reserved by the Company.
- Indemnification and Hold Harmless
You agree to defend, indemnify and hold harmless the Company and any of its affiliates (if applicable), including their respective foreign entities, directors, officers, members, employees and agents, against any and all legal claims, demands, losses, damages, judgments, expenses and costs, including reasonable attorney’s fees, which may arise from or relate to Your use or misuse of the Sites, the Goods, Your breach of this Agreement, or Your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.
Your use of the Sites including the use of Services and the purchase of Wholesale Goods offered by the Sites is at your own risk. To the maximum extent permitted by applicable law, We exclude all representations, warranties and conditions relating to our Sites, Services, Goods, and the use of our Sites (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).
To the extent that the website and the information on the website are provided free of charge, we will not be liable for any loss or damage of any nature.
The Company does not accept responsibility for the security of the Sites. The Company may occasionally post links to third-party websites or other services. You agree that the Company is not responsible for liable for any loss or damage caused as a result of Your use of any third-party services linked to from the Sites. You agree that Your use of the Sites is at Your own risk.
The Company may need to interrupt Your access to the Sites to perform maintenance or service on a scheduled or unscheduled basis. Your access to the Sites may be affected by unanticipated or unscheduled downtime, for any reason. The Company has no liability for any damage or loss caused as a result of such downtime.
If the Company’s disclaimer of warranties or limitation of liability set forth herein is held unenforceable or inapplicable, you agree that the Company’s liability shall not exceed the amount you paid to the Company for the last three (3) Wholesale Goods orders, the amount of One hundred dollars ($100.00) or the minimum amount permitted by applicable law, whichever is greater.
Notwithstanding any of these Use Terms, the Company reserves the right, without notice and in its sole discretion, to terminate Your license to use the Sites, and to block or prevent your access to and use of the Sites.
- Modifications and Variations
We reserve the right to discontinue, change or modify any of the terms and conditions contained in the Use Terms at any time and in our sole discretion. Any changes or modifications will be effective immediately upon posting of the revisions on the Sites, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of the Sites indicates your acceptance of the modifications.
- Governing Law, Waiver of Jury Trial & Arbitration; CLASS ACTION WAIVER
The Company makes no representation that the Services or the content of the Sites are appropriate or available for use in locations outside of the Service Area. Those persons and entities that choose to access the Services and Sites from outside the Service Area do so on their own initiative and are responsible for compliance with applicable local laws.
You agree that any and all claims, disputes, controversies, actions or proceedings relating to, or arising out of, the creation, production, manufacture, distribution, promotion, marketing, advertising (including oral and written statements), use of, exploitation, or sale of any and all products and services of the Company and its affiliates, through all merchandising channels, including, but not limited to, the internet, the Sites, telephone, catalog, radio, television, mobile device and participating retail stores or the Content (collectively referred to as “Claims”), shall be governed by the internal substantive laws of the State of Wisconsin without regard to its conflict of laws principals and that any and all Claims shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) or by a state small claims court of competent jurisdiction over the Claim and the parties. Any Claim you may have must be commenced within one (1) year after such Claim arises.
You agree that: (i) the arbitration shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA; (ii) the arbitration shall be conducted on submission, telephonically or at a location determined by the AAA pursuant to the Rules and Procedures of the AAA; (iii) the arbitrator shall have the authority to award actual direct damages only with no authority to issue any fines and penalties nor award punitive damages or equitable relief; (iv) EXCEPT AS SET FORTH BELOW IN SUBPART (vi), THERE SHALL BE NO RIGHT TO LITIGATE YOUR CLAIM IN COURT AND NO RIGHT TO A JURY TRIAL, (v) your claim shall be arbitrated on an individual basis, and you shall not have the right to participate in a representative capacity, or as a member of any class of claimants pertaining to any claim subject to arbitration, and the arbitrator shall have no authority to consolidate or join the claims of other persons or parties who may be similarly situated and may only resolve claims, and render awards between you and the Company and its Affiliates alone; and (vi) you may elect to bring your claim in a state small claims court of competent jurisdiction over the claim and the parties. With the exception of subpart (v) above, if any part of this arbitration provision is deemed invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures of the AAA, then same shall be stricken and the balance of this arbitration provision shall remain in effect and construed accordingly. For more information on the AAA and its Rules and Procedures, you may visit the AAA website at www.adr.org.
If any part or sub-art of the Terms is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of the Terms shall continue in full force.
- No Waiver
In the event that We fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
Exclusively Roses Inc. is a business registered in the State of Wisconsin. For any questions or concerns, please email the Company at: email@example.com or send physical mail to:
Exclusively Roses Inc.
Attn: Customer Service
421 Glacier Moraine Drive
Stoughton, WI 53589
Electronic communications are permitted to both Parties under the Terms.