eFlorist Program^TM Terms of Use

Teleflora LLC, a Delaware limited liability company ("Teleflora"), and you hereby enter into this Teleflora's eFlorist Program^TM agreement (this "Agreement") to set forth the terms and conditions on which Teleflora will provide certain services to you relating to your website, as more particularly set forth below. Your continuing enrollment in the eFlorist Program following your receipt of this Agreement or following any future amendment hereto shall constitute your assent to these terms and conditions, as amended from time to time.

1. DESCRIPTION OF SERVICES.
Pursuant to this Agreement, Teleflora will provide the following services to you in connection with the development and maintenance of your website (collectively "Services"):

a) Teleflora will develop your website ("Website") based on your choice of the standard website design templates ("Templates") provided in either the online Quick Enrollment Form or the paper version of the enrollment form (both referred to herein as the "Enrollment Form"). Once you have completed the Enrollment Form and/or provided all other information and materials requested by Teleflora, Teleflora will develop your Website.

b) Teleflora will host your Website by providing a server to store the data relating to your Website, maintain the content of your Website (except for the portions of the content relating to images you post on your Website ["Your Images"]), and communicate the orders placed by consumers on your Website to you, pursuant to the terms of this Agreement.

c) If you do not already have a domain name for your Website, Teleflora will, at your election, (1) obtain a domain name for your Website using the domain name of your choice, as provided in the Enrollment Form ("Your Domain"), subject to availability and Teleflora's Rules and Regulations, provided that Your Domain must not be identical or similar to or otherwise contain any trademark or trade name of Teleflora, or a third party, and (2) process the URL registration renewals for Your Domain. You shall have the right to ownership of Your Domain and, if Your Domain should be inadvertently registered in the name of Teleflora, Teleflora shall use reasonable commercial efforts to cooperate in the correction of the registration record of Your Domain to reflect your ownership thereof. If you obtain Your Domain for your Website on your own, you must do so at your sole expense, you must at all times designate Teleflora to be the technical contact in the registration record of Your Domain and you will be responsible for all necessary renewals of Your Domain at your expense. You hereby represent and warrant to Teleflora that Your Domain, regardless of whether Teleflora obtains it for you, does not and will not infringe upon any copyright, trademark, patent or other intellectual property right of any third party, including Teleflora.

d) Teleflora will communicate to you all orders placed by consumers on your Website through the Dove Network®, and, if you are a subscriber of the Teleflora Credit Card Processing Service in good standing, then you may be eligible for online credit card authorization for each order. Teleflora will not be responsible in any way for any credit card authorization or processing provided by any third parties.

e) If an order cannot be communicated to you through the Dove Network for any reason, Teleflora may, at its sole discretion, communicate such order through an alternative medium such as 1) faxing the order to you if Teleflora has a working fax number for your shop or 2) calling the order out to your shop if no fax number is on file. eFlorist orders are faxed or called out in order of date of delivery and by time zone. We will attempt to your shop 3 times, if the shop is unable to be reached, the order will then be cancelled with the consumer if an email is provided to insure that the customer will have time to place the order by other means if necessary. 3) If the order is an Answering service order and does not have an email address, the order will be sent to the 24Hr department for the consumer to be contacted via telephone to cancel the order. 4) The eFlorist call out department closes at 4:00 pm CDT Monday through Friday and noon on Saturday, both the eFlorist call out department and the eFlorist department are closed on Sunday.

Notwithstanding the foregoing, you are solely responsible for all orders placed through your Website. Your responsibilities include, without limitation, responsibility for lost, unprocessed or mishandled orders that result from your failure to turn on your Dove Network or your being away from your shop or your computer. You are also solely responsible for informing the customers of any lost, unprocessed or mishandled orders, and for all other customer relationship matters relating to orders processed through your Website.

2. ELIGIBILITY.

In order to be eligible to have Teleflora develop and maintain your Website under this Agreement, you must, at all times during the term of this Agreement, (a) be a member of Teleflora in good standing, and (b) be a licensee of the Dove Network.

3. FEES.
a) In consideration for the development of your Website under this Agreement, you will pay Teleflora a one-time nonrefundable development fee (the "Development Fee"). In addition, in consideration for the hosting and the maintenance of your Website under this Agreement, you will pay Teleflora a monthly fee (the "Hosting/Maintenance Fee").

b) In the event Teleflora obtains a domain name for your Website on your behalf, you will pay Teleflora the URL registration and renewal fees.

c) You will pay Teleflora a transaction fee (the "Transaction Fees") for either (i) each product order placed through your website or (ii) if applicable, a Subscription, which fees amount will be based on the number of individual orders in such Subscription.  Transaction Fees for a Subscription will be assessed at the time the Subscription is placed. You will also pay Teleflora all other applicable Dove Network fees and credit card processing fees (if Teleflora provides credit card processing) relating to the Website orders you process. “Subscription” refers to products on your eFlorist website where the eSAT subscription functionality has been enabled thereby allowing customers to select fixed subscription periods when placing an order.

d) In consideration for the upkeep to your site's SEO performance and access to certain related eFlorist digital services and tools, you will pay Teleflora a monthly fee (the “SEO Booster Package Fee”).

e) All fees under this Agreement may be amended and all additional fees may be charged by Teleflora upon written notice to you. Your failure to pay any amount when due shall constitute sufficient cause for Teleflora to terminate this Agreement. All payments will be invoiced on the clearinghouse statement with the exception of transaction fees which may be netted against credit card deposits if Teleflora provides credit card processing. All payments under this Agreement shall be subject to Teleflora's Rules and Regulations, the terms of Teleflora's membership contract and clearinghouse statement, and other policies and procedures of Teleflora in effect from time to time.

f) You are solely responsible for the payment of all sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, including, without limitation, taxes relating to the orders placed by consumers on your Website.

4. ENROLLMENT FORM.
You must complete an Enrollment Form (or one must be completed for you) and provide all other information and materials specified in the Enrollment Form or otherwise requested by Teleflora. You will be solely responsible for the completeness and accuracy of all information and materials provided to Teleflora in connection with your Enrollment Form and otherwise under this Agreement.

5. COMPLIANCE.
At all times during the term of this Agreement, you must be in full compliance with: (a) Teleflora's Rules and Regulations, its policies and procedures in effect from time to time; (b) all policies, rules and guarantees stated in your Website from time to time, including, without limitation, the Privacy Policy and Terms of Use, if any; and (c) all applicable laws, regulations, rules and orders.

6. WEBSITE CONTENT / MATERIALS.
a) You will not submit to Teleflora for inclusion or post your Website any content or material that infringe upon the proprietary rights of any third party or that in any way defames any third party or which is considered obscene in any jurisdiction. Further, you will not engage in any unfair, deceptive or otherwise illegal conduct through your Website. Without limiting the foregoing, and notwithstanding any other provisions of this Agreement, Teleflora reserves the right, in its absolute discretion, to refuse any content provided by you for inclusion in your Website. In addition, Teleflora reserves the right, but disclaims any obligation whatsoever to monitor your Website content, to either (i) require you to immediately modify the content of your Website if, in Teleflora’s sole discretion, it is being used in a manner contrary to law or the intent of this Agreement, or (ii) immediately terminate your Website.

b) You will only submit for use in the content of your Website Teleflora trademarks, trade names, and other Teleflora proprietary materials in a manner consistent with authorization given to you by Teleflora to use such materials.

7. TERM.
You may not terminate this Agreement, or request the transfer of ownership for your domain name to you or any third party, at any time without giving Teleflora ninety (90) days’ prior written notice. Teleflora will also have the right to terminate this Agreement for any reason in its sole and absolute discretion effective immediately upon verbal or written notice to you. Without limiting the generality of the foregoing, Teleflora may terminate this Agreement if (a) you fail to pay any of the fees payable under this Agreement or any other payment owed to Teleflora or its affiliates; (b) you breach this Agreement or any other agreement with Teleflora or any of its affiliates; (c) you violate any of Teleflora's Rules or Regulations, policies or procedures in effect from time to time, whether relating to your Website or otherwise; (d) you or the co-owner of your business die or terminate or suspend your business; (e) proceedings in bankruptcy or reorganization commence, whether voluntary or involuntary, are brought by or against you under any law relating to bankruptcy, insolvency or reorganization; (f) a receiver, trustee or custodian is appointed for your or for any substantial part of your assets; or (g) proceedings for your dissolution or your full or partial liquidation are instituted. This Agreement shall be automatically terminated in the event you cease to be a member florist of Teleflora or a licensee of the Dove Network. You acknowledge and agree that, in the event this Agreement is terminated at any time for any reason, your Website will be deactivated and removed, and you will have no rights or interests whatsoever with respect to your Website or its contents (other than your rights to your domain name and Your Images). You are solely responsible for maintaining a copy of any of Your Images, which will not be returned to you in the event your account is terminated for any reason. If your enrollment in the eFlorist Program requires a commitment 12-month commitment and you choose to terminate or cancel this Agreement before your commitment ends, you will be charged the one time development fee of $495. Termination shall not affect any charges or causes of action arising under this Agreement prior to termination. The parties’ rights and obligations under Sections 7, 8, 9, 10, 11, 17, 18 and 19 of this Agreement shall survive termination or expiration of this Agreement.

8. DISCLAIMER OF WARRANTY.
YOU AGREE THAT YOUR USE OF YOUR WEBSITE AND THE INTERNET IS AT YOUR SOLE RISK, AND THAT YOUR WEBSITE AND THE SERVICES HEREUNDER ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. TELEFLORA DOES NOT WARRANT THAT YOUR WEBSITE OR THE SERVICES PROVIDED HEREUNDER WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF YOUR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE DEFECTS IN YOUR WEBSITE WILL BE CORRECTED. FURTHERMORE, TELEFLORA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE PERFORMANCE, USE OR THE RESULTS OF THE USE OF YOUR WEBSITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. TELEFLORA IS NOT RESPONSIBLE IN ANY WAY WHATSOEVER FOR ANY LOST, UNPROCESSED OR MISHANDLED ORDERS, INCLUDING, WITHOUT LIMITATION, ANY SUCH ORDERS RESULTING FROM YOUR FAILURE TO TURN ON YOUR DOVE NETWORK OR YOUR BEING AWAY FROM YOUR SHOP OR YOUR COMPUTER. TELEFLORA IS ALSO NOT RESPONSIBLE IN ANY WAY WHATSOEVER FOR INFORMING THE CUSTOMERS OF ANY LOST, UNPROCESSED OR MISHANDLED ORDERS, OR FOR ANY CUSTOMER RELATIONSHIP MATTERS RELATING TO YOUR WEBSITE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TELEFLORA OR ANY AUTHORIZED REPRESENTATIVE OF TELEFLORA WILL CREATE A WARRANTY.

9. LIMITATION OF LIABILITY.
CONSISTENT WITH SECTION 8 ABOVE, IN NO EVENT WILL TELEFLORA BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS OR LOST SAVINGS, ARISING OUT OF ANY MATTER RELATING TO YOUR WEBSITE OR THE SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF TELEFLORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. WITHOUT LIMITING THE FOREGOING, TELEFLORA'S AGGREGATE LIABILITY UNDER OR RELATING TO THIS AGREEMENT WILL IN NO EVENT EXCEED $500.

10. OWNERSHIP.
You agree that as between you and Teleflora, Teleflora owns all right, title and interest in and to your Website (other than the rights to your domain name and Your Images which Teleflora will have the right to use in connection with the Services) and its content, and all proprietary rights, including all patent, copyright, trade secret, trademark and other proprietary rights in and to the Website and all modifications thereto, whether made by Teleflora or any third party, including, without limitation, all algorithms, source codes, object codes, procedures and documentation. As between you and Teleflora, you shall own all right, title and interest in and to the customer information collected through your Website, including, without limitation, names, addresses, phone numbers and credit card information; provided, however, that Teleflora shall have the non-exclusive, irrevocable and perpetual right and license to use such information in connection with Teleflora's services.  Any return of credit card information shall be subject to the payment card industry rules and regulations and any applicable federal and state laws.

11. INDEMNIFICATION.
You agree that you will indemnify and hold harmless Teleflora, its affiliates and their respective members, shareholders, partners, officers, directors, managers, employees and agents (collectively, the "Teleflora Parties"), from and against any and all cost, expense, liability, loss and damage, including, without limitation, reasonable attorneys' fees and costs, relating in any way to (a) your breach of any of the representations, warranties or covenants in this Agreement, (b) any information, graphics, materials or content you provide to Teleflora or post on your Website, including, without limitation, Your Images, Your Domain, keywords and any customer Email addresses, (c) any order placed by consumers on your Website, or (d) the transfer of any customer information collected through your Website to or from Teleflora and Teleflora’s use of such customer information in connection with Teleflora’s services.

12. MONITORING.
You agree to monitor your Website regularly and to immediately report any problems to Teleflora.

13. TRANSFER OF OWNERSHIP.
You may not assign or otherwise transfer this Agreement to anyone, including any parent, subsidiaries, affiliated entities or third parties, without Teleflora's prior written consent. 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. 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. Teleflora may assign this Agreement at its sole discretion, with or without notice to you.

14. NOTICES.
All notices and other communications required under this Agreement shall be in writing and shall be deemed to have been received when personally delivered or when deposited in the United States mail, sent registered mail by first class, postage prepaid, to the parties at the addresses set forth on your membership contract with Teleflora, or at such other addresses as may be designated by either party to the other by like notice.

15. ENTIRE AGREEMENT; AMENDMENTS.
This Agreement, together with its exhibits, if any, is the complete and exclusive agreement of the parties and supersedes all other communications, oral or written, and understandings between the parties relating to the subject matter of this Agreement. This Agreement may be amended at any time and from time to time by Teleflora in its sole and absolute discretion with or without notice to you. You should regularly review this Agreement as posted on the MyTeleflora.com web site to check for amendments, as your continuing enrollment in the eFlorist Program following any such amendment shall constitute your assent thereto. You may not amend this Agreement at any time without the prior written consent of Teleflora.

16. FORCE MAJEURE.
No party hereto shall be liable for failure to perform its obligations (except for payment obligations) under this Agreement if such failure is caused by any event or condition that is outside the reasonable control of the affected party, including, without limitation, fire, flood, earthquake, strikes, labor troubles, war, act of God, acts of terrorism and acts of governmental entities.

17. ATTORNEYS' FEES.
In the event of any legal proceeding relating to this Agreement, the prevailing party will be entitled to recover all of its reasonable attorneys' fees and costs from the non-prevailing party.

18. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflict of laws. Any suit brought hereon shall be brought in the state or federal courts sitting in Los Angeles, California, the parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personum jurisdiction over it and consents to service of process.

19. MISCELLANEOUS.
Neither the failure nor any delay to exercise a right, remedy or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of a right, remedy or privilege preclude any further exercise of the same. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, such provision shall be enforced to the maximum extent permissible, and the remainder of this Agreement shall continue in full force and effect.

Last updated November 6, 2023.

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