TERMS OF SERVICE

Last Updated: July 27, 2020

WELCOME TO GARDENWALL.NET. THE SITE IS OWNED AND OPERATED BY GARDEN WALL FLORAL COMPANY. (HEREAFTER “GARDEN WALL FLORAL COMPANY”). PLEASE READ THESE TERMS OF USE (THIS “AGREEMENT”) CAREFULLY BEFORE USING GARDENWALL.NET, ITS MOBILE APPLICATIONS AND SOCIAL MEDIA PAGES (INCLUDING FACEBOOK PAGES) AND ANY SERVICES OFFERED THROUGH GARDENWALL.NET, ITS MOBILE APPLICATIONS AND AFFILIATED SOCIAL MEDIA OR THIRD PARTY WEB PAGES OR PREMIUM CUSTOM SITES OPERATED BY USERS UTILIZING THE GARDEN WALL FLORAL COMPANY PLATFORM (COLLECTIVELY REFERRED TO HEREAFTER AS THE “SITE ”). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF GARDEN WALL FLORAL COMPANY.

By using Site in any manner, including but not limited to visiting or navigating any part of GardenWall.net, all users of the Site (including, without limitation, Customers as defined below) agree to be bound by this Agreement, including those additional terms and conditions and policies referenced and/or available by hyperlink herein. This Agreement applies to all users of the Site, including without limitation users who are customers or contributors of content, information and other materials or services on the Site or in connection with Garden Wall Floral Company. Different sections of the Agreement may affect users different depending upon their use of the Site, so please make sure to review this Agreement carefully.

If you have any questions, please refer to the contact us section.

For information about our data practices, please see our Privacy Policy. By accessing or using the Site, you agree that we can collect and use your information in accordance with the Privacy Policy.

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 Garden Wall Floral Company 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 Garden Wall Floral Company without our express written permission.

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 Garden Wall Floral Company you must provide and maintain valid payment information.

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 Garden Wall Floral Company. 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.

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.

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 Site) as well as all other operating rules, policies and procedures that may be published from time to time on the Site by Garden Wall Floral Company, each of which is incorporated herein by reference and each of which may be updated by Garden Wall Floral Company from time to time without notice to you:

• Privacy Policy
• Copyright and Intellectual Property Policy

Each user is solely responsible for his/her/its conduct and activities on and regarding to the Site 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 Site.

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

1. Be false, inaccurate or misleading
2. Be fraudulent or involve the sale of illegal, counterfeit or stolen items.
3. Infringe upon any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy (see also, Garden Wall Floral Company’s Copyright Policy).
4. 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).
5. Contain items that have been identified by the U.S. Consumer Products Safety Commission as hazardous to consumers and therefore subject to a recall.
6. 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.
7. Be obscene or contain child pornography.
8. 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.
9. Modify, adapt or hack the Site or modify another website so as to falsely imply that it is associated with Garden Wall Floral Company.
10. Appear to create liability for Garden Wall Floral Company or cause Garden Wall Floral Company to lose (in whole or in part) the services of Garden Wall Floral Company’s ISPs or other suppliers.
11. 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 Site.
12. Use the Site to collect orders for any other business to fulfill.
13. Reproduce, duplicate, copy, sell, trade or resell any of the services within the Site for any purpose.
14. Engage in activity that interferes with or disrupt the Site (or the servers and networks which are connected to the Site).

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 Site.

Products will be delivered to an address within our designated delivery areas, if applicable, so long as such address is complete and accurate. All transactions are made pursuant to a delivery contract, and, as a result, risk of loss and title for Products pass to you upon delivery of the Products to the carrier.

Some products may be available for pick up at our physical location. Estimated delivery times are determined based on the method of delivery chosen when products are purchased and the destination of the products.

By posting User Content on Garden Wall Floral Company, it is possible for an outside website or a third party may re-post that User Content. Users agree to indemnify and hold Garden Wall Floral Company harmless for any dispute, claims or causes that may arise from any such action.

We consider any unsolicited suggestions, ideas, proposals or other material submitted to Garden Wall Floral Company by users (other than the User Content and the tangible items sold on Garden Wall Floral Company by users) (collectively, the “Material”) to be non-confidential and non-proprietary, and Garden Wall Floral Company shall not be liable for the disclosure or use of such Material. If, at Garden Wall Floral Company’s request, any member sends Material to improve the Site (for example through the forums or to customer support), Garden Wall Floral Company will also consider that Material to be non-confidential and non-proprietary and Garden Wall Floral Company will not be liable for use or disclosure of the Material. Any communication by users to Garden Wall Floral Company is subject to this Agreement. Users hereby grant and agree to grant to Garden Wall Floral Company, under all of such user’s rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to the user and without further recourse by the user.

Garden Wall Floral Company has limited control of the User Content provided by users and that is made available on the Site. 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 pretense.

Additionally, there may also be risks of dealing with international trade and foreign nationals. By using the Site, users agree to accept such risks and that Garden Wall Floral Company and its officers, directors, agents, subsidiaries, joint ventures, employees, suppliers, licensors and representatives (collectively, Garden Wall Floral Company’s “Affiliates”), are not responsible for any and all acts or omissions of users on the Site. Please use caution, common sense, and practice safe buying and selling when using the Site.

Garden Wall Floral Company is not responsible for the availability of outside websites or resources linked to or referenced on the Site. 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.

In the event a dispute arises between a user and Garden Wall Floral Company, the user should contact Garden Wall Floral Company at colleen@gardenwall.net to assess the possibility of informal resolution.

Should a dispute arise between you and any other user or users of the Site, or an outside party, you release Garden Wall Floral Company 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. Garden Wall Floral Company 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.

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

Garden Wall Floral Company, and other Garden Wall Floral Company graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Garden Wall Floral Company in the U.S. and/or other countries. Garden Wall Floral Company’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.

The Site may contain robot exclusion headers which contain internal rules for software usage. Much of the information on the Site is updated on a real-time basis and is proprietary or is licensed to Garden Wall Floral Company by the Site’s users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Site 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:

1. Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Garden Wall Floral Company’s infrastructure.
2. 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 Site except to the extent expressly permitted by and in compliance with this Agreement or otherwise without the prior express written permission of Garden Wall Floral Company and the appropriate third party, as applicable.
3. Interfere or attempt to interfere with the proper working of the Site or any activities conducted thereon.
4. Bypass the Site’s robot exclusion headers or other measures we may use to prevent or restrict access to t

Without limiting any other remedies, Garden Wall Floral Company may, without notice, and without refunding any fees, delay or immediately remove Content, warn Garden Wall Floral Company’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 Garden Wall Floral Company, and take technical and legal steps to keep a user off Garden Wall Floral Company and refuse to provide services to a user if, not intended to be an exclusive list, any of the following apply:

1. 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.
2. We are unable to verify or authenticate any of the user’s personal information or Content
3. We believe that a user is acting inconsistently with the letter or spirit of Garden Wall Floral Company’s policies, has engaged in improper or fraudulent activity in connection with the Site or the actions may cause legal liability or financial loss to Garden Wall Floral Company’s users or to Garden Wall Floral Company itself.

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

GARDEN WALL FLORAL COMPANY AND ITS AFFILIATES PROVIDE THE SITE “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND THAT GARDEN WALL FLORAL COMPANY AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT TO YOU THAT: (1) YOUR USE OF THE SITE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (3) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SITE WILL BE ACCURATE OR RELIABLE; AND (4) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS A PART OF THE SITE WILL BE CORRECTED. GARDEN WALL FLORAL COMPANY 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 GARDEN WALL FLORAL COMPANY OR ITS AFFILIATES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. COLORADO DOES NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS SHOULD YOU LIVE OUTSIDE OF COLORADO.

GARDEN WALL FLORAL COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE TO YOU FOR: (1) 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 (2) 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 SITE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN PROVIDING THE SITE (OR ANY SERVICES OFFERED THROUGH OR FEATURES WITHIN THE SITE), (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 SITE, (c) YOUR FAILURE TO PROVIDE GARDEN WALL FLORAL COMPANY WITH ACCURATE ACCOUNT INFORMATION, (d) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (e) YOUR USE OR MISUSE OF THE SITE, (f) ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, AND/OR (g) HYPERLINKS TO WEB SITES OR CONTENT OR RESOURCES PROVIDED BY COMPANIES OR PERSONS OTHER THAN GARDEN WALL FLORAL COMPANY.   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.

In no event shall Garden Wall Floral Company or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Garden Wall Floral Company partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

Garden Wall Floral Company does not warrant that the Service will be uninterrupted, timely, secure, or error-free.

Garden Wall Floral Company does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.

Garden Wall Floral Company does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.

YOU AGREE TO INDEMNIFY AND HOLD GARDEN WALL FLORAL COMPANY 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 GARDEN WALL FLORAL COMPANY AND/OR ITS AFFILIATES ARISING FROM OR RELATED TO YOUR ACTIVITES OR CONDUCT ON OR THROUGH THE SITE.

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

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.

Garden Wall Floral Company is not an employment service and does not serve as an employer of any user (Florist, Customer or otherwise). Garden Wall Floral Company 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 Site. By using the Site, users understand and agree that, if Garden Wall Floral Company is found to be liable for any tax or withholding tax in connection with your use of the Site, then you will immediately reimburse and pay to Garden Wall Floral Company an equivalent amount, including any interest or penalties thereon.

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, Garden Wall Floral Company is not acting and does not act as an agent for any Florist, Customer or any other user or visitor of the Site.

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

Garden Wall Floral Company 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 Site on this page to check for amendments. You understand and agree that if you use the Site after the date on which these amendments have been applied to the Agreement, Garden Wall Floral Company will treat your continued use of the Site as acceptance of the updated terms. You may not amend this Agreement at any time without our prior written consent.

You agree that if Garden Wall Floral Company 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 Garden Wall Floral Company’s rights, and as such, those rights or remedies will still be available to Garden Wall Floral Company. Nothing in this Agreement shall prevent Garden Wall Floral Company from complying with the law and these terms do not confer any third party beneficiary rights.

This Agreement shall in all respects be interpreted and construed with and by the laws of the State of Colorado, without regard to its conflict of law provisions.

5 (Content, Material & Licenses), 6 (Information Control), 7 (Resolution of Dispute and Release), 8 (BloomNation’s Intellectual Property), 10 (Breach), 11 (Privacy), 12 (No Warranty), 13 (Liability Limit), 14 (Indemnity), 15 (No Guaranty), 16 (Severability), 17 (No Agency), 21 (Choice of Law) shall survive any termination or expiration of this Agreement.

Except as explicitly stated otherwise, any notices to BloomNation shall be sent via postal mail to Garden Wall Floral Company, 567 K St., Penrose, Colorado 81240 and any notices to users (in the case of Garden Wall Floral Company) shall be sent to the email address you have provided to Garden Wall Floral Company. 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, Garden Wall Floral Company may elect, at its own discretion, to deliver notice by certified mail, to the address you provided to Garden Wall Floral Company. In such case, notice shall be deemed given three days after the date of mailing.

For issues with intellectual property, please provide the notice as specified in Garden Wall Floral Company’s Copyright and Intellectual Property Policy.

The services hereunder are offered by Garden Wall Floral Company. located at 567 K St., Penrose, Colorado 81240. If you are a Colorado resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.