BY CREATING AN ACCOUNT ON THIS WEBSITE AND/OR UTILIZING THE SOFTWARE PLATFORM PROVIDED BY DETAILS FLOWERS, LLC (“DETAILS”), YOU (THE “CUSTOMER”) EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS USER AGREEMENT (“AGREEMENT”). You, the Customer, expressly accept all terms and conditions herein by clicking "Accept" during account creation.  Details and Customer are referred to herein sometimes as the "parties" or individually as a "party."

In light of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. 1. Effective Date. This Agreement will become effective (the “Effective Date”) on the date of account activation. 
   2. Details’ Portal. On or immediately following the Effective Date, Details will grant the Customer access to its online floral and event planning portal via a unique username and password. The portal allows the Customer to use Details’ proprietary website, software and/or applications (“Services”), which includes, but is not limited to all planning, invoicing, purchasing, reporting and other capabilities available to Details’ similarly situated customers. Upon the Effective Date, Details shall further provide the following: 
      1. Customer Service.  Customer service and assistance with user-interface for the Services shall be available during regular business hours, Monday through Friday, 9:00am to 5:00pm, Eastern Standard Time, via phone, email, chat, or support desk.  Requests for assistance received via email will be responded to in the order received, and Details will make every effort to respond to any email request within one (1) business day.
      2. Uptime.  Details will strive to achieve a 99% uptime for the Services, exclusive of planned maintenance and force majeure events.  Details will, where practicable, advise Customer in advance of any scheduled downtime or planned maintenance. When possible, maintenance will be performed outside of regular business hours. You can find our uptime history at https://e4c97b07-80a6-4f00-a0e7-ddd5accedf75.site.hbuptime.com/6
      3. Details Flowers Service.  Details’ Services may include customization. Details reserves the right to change improve and/or update the Services periodically in its sole discretion.
      4. Professional Services.  Details may, in its sole discretion, provide to Customer Professional Services. Professional Services may include consultations over the web, in-person training, customization, and integration.  A proposal for such Professional Services will be provided to Customer before performance of any Professional Services.
      5. Details Communications. Customer may opt out of commercial, sales and advertising content.  However, even if you opt out of such email communication, Details retains the right to contact Customer at the email address associated with your account with regard to substantive business or legal considerations, including but not limited to billing matters or changes to this Agreement.
   3. Customer’s Obligations.  Customer agrees that: (a) the Services may only be used for lawful purposes; (b) it is responsible for maintaining the confidentiality of its account information and for any unauthorized use of its account subject to Details’ Privacy Policy incorporated by reference herein; (c) it will not engage in any activity that interferes with or disrupts the Services, including but not limited to the servers and networks related to the Services; (d) it is solely responsible, at its sole costs and expense, for maintaining hardware and operating systems necessary to access and utilize the Services; (e) it is solely responsible for all costs of internet access necessary to access the Services, and that the Services will perform best over a high speed internet connection; and (f) that it will pay the Fees as provided hereunder.  Customer agrees that it is responsible for the acts or omissions of its employees and other agents hereunder.Customer warrants that it will not provide access to the Services to any third party, and sharing access or login information with any third party outside of Customer’s subscription is a violation of Customer’s obligations and may be a basis for termination and forfeiture of any payments remitted by Customer.
   4. Fees; Payment Terms.  For the Services as contemplated herein, Customer shall pay Details a fee monthly, semi-annually or annually (the "Fees") depending on the current subscription rates and package selected. Details shall bill for Services monthly, semi-annually or annually and may require credit card authorization or other form of advanced payment. Because of the cost incurred by Details for processing payments, once processed, all payments are non-cancelable and amounts paid are non-refundable for all subscription types. Payment must be remitted timely to avoid suspension of access to the Services.
      1. 1. Pricing. All pricing terms are confidential, and Customer agrees not to disclose them to any third party. Details reserves the right to update or amend pricing for any of its subscriptions or packages at any time with prior written notice to the Customer. Periodic rate adjustments will be made at the discretion of Details with prior written notice to Details Customer. Details has no obligation to honor legacy or promotional pricing after the initial billing cycle or the expiration of the term of the promotional pricing. Specifically, if a Customer account lapses or is put on hold, the subscription price may be adjusted to the current subscription pricing, regardless of legacy or promotional terms.
         2. Promotions and Coupons. Details offers promotional pricing or coupons as a discretionary courtesy. Customer acknowledges that Details reserves the right to disallow use of any promotional pricing or coupon to any Customer or prospective customer in its sole discretion, without liability to Customer. Only one discount may be applied per subscription time at any given time. Attempts to use multiple coupons or promotions in relation to a single subscription type may result in all coupon or promotional codes being rejected. If using a promotional code, it is solely Customer’s responsibility to ensure the accurate and timely entry of any such codes prior to payment processing. Details has no obligation to provide any refunds for Customer’s failure to apply the correct discount code prior to payment processing. Customer further has the sole responsibility to obtain any updated or renewed codes as may be necessitated due to expiration of the earlier code. Details bears no responsibility for lapses or disruptions in promotional pricing or access to the Services arising due to Customer’s failure to appropriately apply the requisite code in a timely matter.
         3. Payment Methods. Customer is solely responsible for updating, monitoring and verifying the credentials and other payment information utilized for processing subscription payments. Details is not liable for any interruptions in access to the Services, data loss, or cancellations resulting from unpaid Fees attributable to outdated or inaccurate payment information.
         4. Courtesy Extensions. In its sole discretion, Details may allow for an extension of time to remit payment on a case-by-case basis due to unique circumstances or Customer’s financial hardship. Details has no obligation to allow any extension, nor is it obligated to continue providing access to the Services after granting an extension of time to remit payment. Customer acknowledges that any extensions are a courtesy of Details, and Details has the absolute right to suspend access to the Services at any time following an occurrence of nonpayment.
         5. Term. This Agreement shall continue in effect for a period of time commensurate to the billing cycle selected by the Customer which shall be one month, six months, or one year. This Agreement shall automatically renew for an additional, successive one month, six month, or one year term(s)unless earlier terminated or canceled.
   5. Cancellation. Customers may cancel their account Services at any time. Once a cancellation request has been submitted, the subscription will be canceled at the end of Customer’s current billing period. Details will provide no refunds for an unused portion of a billing period. It is solely Customer’s responsibility to initiate the cancellation process from within Customer’s online portal. Customers must ensure the cancellation request was successfully submitted before the next billing period begins to avoid additional charges. Details is not responsible for Customer payments processed prior to any successful request for cancellation. Customer acknowledges and agrees that Customer is solely responsible for monitoring its account status and preventing any unintended charges. Customer understands Details will NOT provide any refunds in the event Customer does not submit a cancellation request prior to the commencement of the following billing cycle, or the payment is processed for the following billing cycle, whichever is earlier. 
   6. Suspension of Service.  Details reserves the right to suspend Customer’s access to the Services or terminate this Agreement if (a) Customer is in material breach of the Agreement and, in Details’ sole judgment, an immediate restriction or suspension is necessary to protect the Details Services or Details’ ability to provide services to other customers; or (b) Customer’s account is unpaid. In the event access to the Services is suspended due Customer’s failure to remit timely payment, Customer will lose any entitlement to promotional or legacy pricing. Once Customer’s account is paid in full following a suspension of service, Customer’s subsequent access to the Services will be subject to current non- discounted rates. Nothing herein shall guarantee that Customer may resume access to the Services following a suspension; reactivation will be at the sole discretion of Details, and may be subject to a reactivation fee as set forth in paragraph 8 below.
   7. Termination. Details may terminate this Agreement immediately upon Customer's material breach of this Agreement, including but
      not limited to, Customer's failure to timely pay any Fees due. Upon termination, Details shall immediately cease providing access to the Services and Customer shall immediately pay any and all amounts due for all Services rendered through the date of termination.
   8. Reconnection and Data Retention.  Details reserves the right to impose a reconnection fee in the event Customer is suspended and thereafter request access to the Services. Customer acknowledges and agrees that Details has no obligation to retain its data when an account is suspended or after expiration or termination of this Agreement, and that such data may be irretrievably deleted if Customer’s account is suspended or terminated for any reason.
   9. Prohibited Uses.  It shall be deemed a material violation of this Agreement if Customer, directly or through a third party: (a) disseminates malware or other malicious or damaging code (even if unintentionally malicious); (b) creates a new account to use the Services after Details has terminated this Agreement or Customer's account for any reason; or (c) engages in any action or practice that reflects poorly on Details or otherwise disparages or damages Details reputation or goodwill, as determined in the sole discretion of Details. The existence of Details’ right to terminate Customer’s use of the Services and this Agreement for material violations of this Agreement shall not preclude Details’ exercise of any other rights and remedies which Details may have at law or in equity.
   10. Software License.  During the term of the Agreement, Details grants Customer a non-exclusive, non-sublicensable, limited license to access the Services for the purposes provided under this Agreement.  This license shall immediately terminate upon termination of this Agreement or suspension of Customer’s account.
   11. Content. All information or material accessible as part of, or through, the Services (including but not limited to any and all content uploaded by Customer, if any) (the "Content") is the sole responsibility of the person from whom such material originated. All Content may be protected by intellectual property rights, which are owned by the provider of the Content (or by third parties). Customer agrees that it will not upload, modify, distribute, copy, sell, or create derivative works based on Content not owned by Customer. Customer acknowledges and agrees that: (a) Details and its licensors own all legal, right, title, and interest in and to the Services, and to the content created by Details and its licensors, including any intellectual property rights which subsist in the Services, including any trademarks, copyrights, and the goodwill associated therewith (whether those rights happen to be registered or not, and wherever in the world those rights might exist) ("Details IP") and that should Customer ever acquire any right, title, or interest in Details IP, Customer shall assign all such right, title, or interest to Details or its licensor immediately upon request; and (b) that Details is in no way responsible for, nor shall have any liability related to, any content which is not created by Details.
   12. License to Customer Data. Customer shall indemnify, defend and hold Details, its affiliates, and their respective officers, directors, employees, agents and advisors, harmless from and against any and all liability, damages, costs or expenses (including reasonable attorney’s fees) that are or may be sustained or incurred by an indemnified party as a result of any asserted claim or claims that Customer infringes or misappropriates the Content and/or intellectual property right of any person or entity.  Customer hereby grants Details’ the right to gather Customer data in accordance with Details Privacy Policy. Such Customer Data includes, but is not limited to, quantity, location, cost, price, rating, markup, time, demographics, and products.
   13. Customer Representations and Warranties.  Customer represents and warrants that: (a) all information provided to Details is true, accurate, correct, and complete; (b) it has the power and authority to enter into this Agreement; (c) its performance of its obligations hereunder does not violate any agreement Customer may have with any third party; and  (d) Customer is responsible for all activity occurring under its account(s). Customer shall notify Details immediately of any unauthorized use of its account.
   14. Confidentiality. The term “Confidential Information” means any material disclosed to Customer by Details that Details does not disclose to the public, trade secrets, or information designated in writing as confidential. Customer agrees that it will not disclose the Confidential Information to any third party and that this Agreement shall be deemed Confidential Information.  Customer further agrees that the Services and all proprietary information and trade secrets related thereto, are Confidential Information of Details, regardless of whether or not the same are identified as "Confidential."
   15. Indemnity.  Customer agrees to indemnify, defend, and hold harmless Details, from and against any action brought against Details, by any third party, with respect to any claim, demand, cause of action, debt, or liability, including reasonable attorneys' fees, to the extent that such action is based upon, or in any way related to Customer's breach of any of its representations, warranties, or covenants contained herein, or based on Customer's use of the Services, including without limitation, Customer's uploading of any Content in use of the Services.
   16. Limitation on Liability; Disclaimer of Warranties.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, DETAILS HAS NO LIABILITY TO CUSTOMER OR ANY THIRD PARTY. IN NO EVENT WILL DETAILS BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, ARISING FROM OR IN ANY WAY RELATED TO, THIS AGREEMENT, EVEN IF DETAILS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, DETAILS MAKES NO WARRANTIES HEREUNDER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Customer recognizes that the internet consists of multiple participating networks that are separately owned and not subject to Details’ control.  Customer agrees that Details shall not be liable for damages incurred or sums paid when the services are temporarily or permanently unavailable due to malfunction of, or cessation of, internet services by network(s) or internet service providers not subject to Details’ control, or for transmission errors in, corruption of, or the security of information carried on such networks or internet service providers or as a result of the disconnection from or unavailability of any network.
   17. Calculation and Taxation.  Customer agrees that it is solely responsible for calculating and verifying all amounts that are listed on its invoices and that it charges to its customers. Customer further agrees that it is solely responsible for calculating, collecting, and remitting all sales and other taxes charged on products and services that it provides to its customers.  Complying with all applicable laws relating to Customer’s business and its transactions with its customers is Customer’s sole and exclusive responsibility. Customer agrees to indemnify, defend, and hold harmless Details from and against all claims, demands, causes of action, debts, and liabilities, including reasonable attorneys’ fees, that arise from Customer or any third party bringing a claim against Details relating to amounts that Customer charges or the collection and payment of any taxes by Customer.  DETAILS UNDERTAKES NO RESPONSIBILITY FOR ANY OF THE MATTERS REFERENCED IN THIS PARAGRAPH, NOR DOES IT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT REGARDING CALCULATION OF FEES AND TAXES, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY DETAILS AND WAIVED BY CUSTOMER.
   18. Survival. The provisions of paragraphs 8 through 25 shall survive termination of this Agreement.
   19. Acknowledgment. Customer acknowledges and agrees that: (1) it has read and understood this Agreement; (2) the terms of this Agreement are fair, reasonable, and not unduly restrictive; and (3) Customer has had the opportunity to confer with legal counsel of its choosing regarding this Agreement prior to executing same.
   20. Entire Agreement.  This Agreement comprises the entire understanding between the parties with respect to, and supersedes any prior understanding or agreement, oral or written, relating to, the subject matter hereof.  A writing signed by both parties may only amend this Agreement.
   21. Notices. All notices and other communication between the parties subject to this Agreement shall be in writing, shall be addressed to the receiving party's email address as listed above or as a party may designate by notice hereunder, and shall be deemed to have been given at the time that receipt thereof has been acknowledged by electronic confirmation.
   22. Severability.  Any term or provision of this Agreement that is deemed invalid or unenforceable by a court of competent jurisdiction shall be ineffective to the extent of such invalidity or un-enforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.
   23. Waiver. Failure by any party at any time to require performance by another party or to claim a breach of any provision of this Agreement will not be construed as a waiver of any right accruing under this Agreement, nor affect any subsequent breach, nor affect the effectiveness of this Agreement or any part hereof, nor prejudice any party as regards any subsequent action.
   24. Governing Law; Jurisdiction; Venue. Florida law, without regard to conflicts of laws, shall govern this Agreement. Any proceeding arising out of the parties' relationship shall be brought exclusively in the courts of the State of Florida, County of Volusia, if in state court or Orange County, Florida if in federal court. Either party may, as a matter of convenience, request the other to execute the Agreement some place other than the State of Florida. In exchange for such convenience, each party hereby knowingly and voluntary waives any defense it may have to jurisdiction and venue of any action brought on this Agreement, and irrevocably consents and submits to the jurisdiction of, and venue in, the aforementioned courts, and further waives any claim that a proceeding brought therein has been brought in an inconvenient forum.
   25. Attorneys' Fees. In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorneys' fees, whether incurred during settlement, at trial, in arbitration, on appeal.
   26. Assignment; Binding Effect.  Customer may not assign this Agreement without Details' prior express written consent.
   27. Force Majeure.  Details shall not be deemed in breach of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed, restricted, or prevented by reason of any act of God, natural disaster, act of government, utility outage or any other act or condition beyond Details’ reasonable control.
   28. Counterparts; Headings.  This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.  The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.

Last Updated 05/16/2024