Terms and Conditions

Terms and Conditions: Last Updated: September 23, 2019

Welcome to www.stemtopeddle.com (the “Website”). The term “Company” shall refer to Stem to Peddle, LLC. The terms “you” and/or “User” shall refer to the customer, Farmers and Florists (as defined below), user and/or viewer visiting this Website, and their heirs, related entities, successors, assigns, shareholders, directors, officers, members, employees and agents.

You should read these Terms and Conditions (“Terms”) carefully before using the Website. By clicking “I agree,” and/or continuing to view and use the Website, you agree to be bound by these Terms, the Privacy Policy and any other policy or notice linked or incorporated into these Terms (collectively, the “Agreement”).

These Terms govern your use and access of the Website. You may only use and access this Website in accordance with these Terms.

Please read the Agreement carefully, as it contains information concerning your legal rights and limitations, as well as the applicable law and jurisdiction relating to disputes arising from this Agreement and/or Website. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT USE THIS WEBSITE AND MUST EXIT THIS WEBSITE IMMEDIATELY.

The situating of the Website on the World Wide Web and/or Internet constitutes a continuing offer by the Company to you to Use, as such term is defined below, the Website according to the Agreement. By utilizing the Website in any manner, including, without limitation, by viewing the same (collectively, a “Use”), you accept that offer and these terms and conditions and form a binding contract between the Company and you to adhere to the same. You stipulate that sufficient consideration exists to create that contract, and that it is therefore binding upon you. Further, by your Use of the Website, you make the material representation upon which you wish the Company to reasonably rely that you will adhere to the Terms and the other terms constituting the Agreement in connection with your Use of the Website. A User acting on behalf of an employer or entity acknowledges that it is authorized to do so and that it may be sharing certain corporate information with the Website and other Users. Without limitation, all Users acknowledge that they have permission to utilize the Website in this manner.

If you are dissatisfied with any aspect of the Agreement, your sole and exclusive remedy is to discontinue Using the Website. Finally, by your Use of the Website, you also stipulate that any violation of the Agreement will result in irreparable harm to the Company not compensable in money damages, such that, without limitation, injunctive relief shall be a necessary and appropriate remedy.

Please note that the Company retains the right to change the content of the Website, these Terms and/or the Agreement at any time, without notice. Any such changes shall be effective immediately upon posting. Your continued Use of the Website constitutes acceptance of those changes. Be sure to return to this page periodically to review the most current version of the Agreement, noting the “Last Updated” date indicated.

General Disclaimer

Except as otherwise provided herein, nothing contained on the Website shall be construed as a representation to be reasonably relied upon. In no event shall anything on the Website be construed either to create a duty of care or to constitute a representation by the Company of any sort to be relied upon by you in any manner whatsoever. The Website is an online marketplace which connects Florists and Farmers (as each of them are defined below) who are registered with the Website (“Registered Users”) with one another to engage in discussions relating to the offer, sale and purchase of certain products. Both Florists and Farmers shall be bound to the general terms of this Agreement as well as terms specific to each, as set forth in more detail below.

As further set forth herein, the Company takes no responsibility for the information contained on any website to which this Website may be linked, or the accuracy of any information uploaded by Registered Users. Without limitation, the Company undertakes no obligation to update or maintain the Materials or Product Listings (as defined below) and other information contained within the Website. Company further stipulates that they undertake no obligation to fulfill any obligations of the Registered Users, as defined in their respective clauses below.

Company does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any products.

Notwithstanding the foregoing, one of the Farmers participating on the Website, Marsh Gibbons Gardens, is owned and operated by an individual with ownership interest in the Company.

Registered Users are entering into contracts directly with each other. Company is not and does not become a party to or otherwise participate in any contractual relationship between Registered Users. If You choose to use the Website, Your relationship with Company is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Company for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Company. You acknowledge and agree that you have complete discretion whether to list Products or otherwise engage in other business or employment activities.

License and Access

Subject to your compliance with the Agreement, the Company or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make commercial use of the Website for the purpose of considering the use and/or purchase of the Company’s or its Registered Users’ goods and services (the “Permitted Use”). You are also granted a limited license to print copies of any Materials (as defined below) posted on the Website, but only for the Permitted Use. This license does not include any resale or commercial use of any service and/or contents provided by the Website. You are not permitted to download (other than page caching), modify, copy, reproduce, republish, upload, post, transmit, sell, offer for sale or distribute, in any way any portion of the Website or website content, any photographs, text, software, pictures, graphics, articles, columns, postings, video clips, audio clips, digital downloads, data, messages, contents or other information posted on the Website (collectively, the “Materials”). You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including, without limitation, images, text, page layout, or form) of the Company without express written consent. All rights not expressly granted to you in this Agreement are reserved and retained by the Company and/or its licensors, suppliers, publishers, rightsholders, or other content providers. The licenses granted herein terminate immediately if you do not comply with the Agreement.

Privacy Policy

The Company believes in protecting your privacy. Please review the Website’s current Privacy Policy, which also governs your Use of the Website, to better understand the Company’s practices. As stated above, by continuing to access or Use the Website, you agree to be bound by the Privacy Policy. Your sole and exclusive option if you do not desire to be bound by the Privacy Policy is to not Use this Website.

Registered User Account

For Farmers and Florists to engage in business through the Website, they must first become Registered Users by creating an account with the Website. A Registered User may provide the Company with certain information including, without limitation: name, username, email and password (collectively, the “User Account”). Each Registered User is responsible for maintaining the confidentiality of the User Account information. A Registered User shall be responsible for all uses of the User Account on the Website, whether or not authorized by the Registered User. Notwithstanding the foregoing, the Registered User shall immediately notify the Company of any unauthorized use of a User Account. Moreover, if any User learns of any unauthorized use of a User Account, such User shall immediately notify the Company thereof. A Registered User may cancel their User Account by contacting the Company through the Contact link. That communication shall have in its subject line “Request to Terminate User Account.” Notwithstanding the foregoing, and as previously set forth, the Company may cancel a User Account at any time, and without prior notice to the Registered User. All references herein to Users shall also incorporate those Users that are Registered Users, unless specifically stated otherwise.

As further set forth in the Privacy Policy, information that Registered Users include in their User Account may be accessible to other Users and to the public. Accordingly, Registered Users shall not include in the User Account any information that is personal or otherwise of a nature that they do not wish to be public. Without limitation, telephone numbers, street addresses, last names and photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter should not be included in the User Account or otherwise submitted to the Website. Notwithstanding the foregoing, and despite any efforts that the Company may elect to undertake regarding the inclusion of the forgoing materials, Users acknowledge and agree that the Website may nevertheless contain inaccurate, inappropriate, offensive or sexually explicit material, products or services. The Company assumes no responsibility for those materials, and User acknowledges and agrees that it is undertaking the risk of being exposed to the same by utilizing the Website. In the event that the User becomes aware of any such inappropriate content being posted on the Website, it shall immediately notify the Company of the same, contacting the Company through the Contact Us link with a subject line entitled “Inappropriate Content.”

Without limitation, You acknowledge and agree that none of the Registered Users or their profiles are by or for the Company. Rather, all such Registered Users are independent, separate individuals or entities. Accordingly, You acknowledge and agree that Company shall bear no liability, and You accordingly release Company from any and all liability, in connection with any and all potential claims that could arise from Your dealings with any such Registered Users or other third parties.

Terms Specific to Farmers

Flower Farmers (“Farmers”) are the growers, producers, and farmers of products including, but not limited to, flowers, foliage, fillers, grass, pods, vines, woody ornamentals, and succulents (the “Products”). Farmers upload the details, including, without limitation, the name, color, amount, price, and location of the Products produced to be advertised for sale on the Website (the “Product Listing”).

Pictures and/or videos (collectively, “Product Images”) used in the Product Listing must accurately reflect the current quality and condition of your Products. Company reserves the right to (i) remove Product Images at any time, without notice, (ii) require a minimum number of Product Images for each Product Listing, and/or (iii) require Product Images be of a certain format, size, and resolution.

When creating a Product Listing, Farmers represent and warrant that all information submitted to the Website about themselves and/or their products is true, accurate, current, and complete. Farmers will maintain the accuracy of such information and update such information as the information changes or updates otherwise become necessary. Farmers shall ensure that the images uploaded to the Website representing their Products shall, to the degree that is commercially practicable, be an accurate depiction of the Products’ general appearance. Notwithstanding the foregoing, Company and Florists acknowledge that the Products are unique and may not be identical to those shown in the Product Listing.

Farmers are solely responsible for setting their (i) prices, (ii) delivery radius, and (iii) delivery timeframes. Once a Florist (as defined below) has purchased a Product(s), the Product(s) must be delivered according to the specifications of that purchase. Farmer is solely responsible for meeting these obligations and specifically waives any responsibility of the Company with regard to the same.

Farmers represent and warrant that they shall sell only Products that they produce themselves and shall not re-sell on the Products purchased from elsewhere. The Company reserves the right to mandate a Farmer update or revise its Product Listings or other information.

In the event that a Farmer believes they will not be able to fulfill an order placed by a Florist, Farmer must contact Company directly through the “Contact” form, located here: https://www.stemtopeddle.com/contact, or by e-mailing [email protected]. Farmers are responsible for all fees associated with the cancellation of the order.

Terms Specific to Florists

Florists shall be businesses and/or individuals who are engaged in selling Products directly to purchasers including, but not limited to, individual consumers, corporations, and sole proprietorships. Florists shall purchase Products directly from Farmers through the Product Listings contained in the Website.

By submitting an order for a Product through the Website, the Florist agrees to proceed with the transaction and shall be obligated to remit the agreed-upon payment, including product price and any applicable taxes or delivery fees (“Total Fees”) for the Product(s) purchased. Company will present the Total Fees to You prior to purchase for review. Company shall collect the Total Fees through your User Account at the time of purchase or upon the Farmer’s confirmation of the purchase.

As Products that have been plucked cannot be returned to the ground, Florists acknowledge and agree that they may not cancel any orders once placed. Further, Florists acknowledge and agree that each Product is unique as grown and, while Farmers shall make a reasonable effort to have the images displayed on their website be accurate representations of the Products, the images will not be exact duplications of each individual Product.

Florists represent and warrant that all information submitted to the Website about themselves and/or their business is true, accurate, current and complete and that Florists will maintain the accuracy of such information and update such information as the information changes or updates otherwise become necessary. The Company reserves the right to mandate that a Florist update or revise its information.

Registered User Dispute Resolution

The Use of the Website involves the undertaking of obligations from Farmers to Florists, and vice versa. While the Company loves to see these relationships bloom, the resolution of any dispute between Registered Users including, but not limited to, failure to timely deliver Products, dissatisfaction over Product quality, or failure to timely pay the agreed-upon price for Products, (collectively, the “Dispute”) shall be resolved between the Registered User parties. In the event that a Dispute is resolved and a refund of any payment is required, You agree that Company, through its Payment Processor, will handle all payments and they will be remitted through your User Account. If a Dispute arises and the Registered Users are unable to resolve the same amongst themselves, after a good faith effort to do so, the Dispute may be escalated to the Company for resolution assistance. Any escalation may be sent to Company via email at [email protected], with the subject line “Dispute Resolution”.

Company reserves the right, in its sole discretion, to ban a Registered User from the Website as the result of a Registered User Dispute.

Content

The Company takes no responsibility for the communications or information contained in any posts, videos, uploads, comments or forum where Users may submit the same on the Website (collectively, “User Content”). The views expressed in any User Content are merely those of the poster, and do not necessarily reflect the views of the Company or any person or entity affiliated with the Company. The Company has no obligation to screen in advance, nor is the Company responsible for screening or monitoring User Content. Furthermore, the Company does not endorse any opinions or views expressed in the User Content. The Company may, but undertakes no duty to, review, delete, re-arrange or restrict access to any User Content or other content submitted to the Company for any reason, in its sole discretion. The Company may, but shall be under no obligation to, expel Users and prevent their further access to the Website for violating the Terms, applicable law, rule or regulation, or for conduct that is abusive, illegal or disruptive, or otherwise poses a potential liability for the Company. Without limitation, the Company may cancel Registered Users’ User Accounts (as defined herein) and/or other access to the Website at any time, for any or no reason.

Back Up

The Company takes no responsibility or obligation for backing up any information or data relating to the Website, including, without limitation, any User Content. The Company strongly recommends that User independently back up all data that User desires to keep.

Moreover, to the extent that a Registered User has access to order history, the Company does not represent nor warrant that it is full, accurate or complete. Indeed, it may not be. To the extent that per the privacy policy another Registered User requests that their data be deleted or anonymized, it may impact the data of other Registered Users with whom they have done business.

Third-Party Suppliers

By providing information about third-parties, displaying and/or incorporating advertisements and/or affiliate links, the Company does not in any way imply or suggest, nor shall it be deemed that it sponsors, approves or is affiliated with any third-parties by virtue of the same. The Company does not endorse or recommend any products or services of any third-parties. The Company is not responsible for the accuracy or completeness of information that it displays on its Website and/or obtains from and/or relating to third-parties.

Service Offerings & Prices

The various services that are offered by the Company may change from time to time in the Company’s discretion. Without limitation, the Company may elect to modify its service offerings and specifications of those goods and services, without prior notice to You. Any prices displayed on the Website are exclusive of tax and any shipping, are quoted in U.S. Dollars, are valid and effective only in the United States and are subject to change.

You acknowledge and agree that any charges for transactions conducted on the Website, if any, are exclusive of any other charges which may apply, such as taxes, mobile charges and internet access fees.

Florists will be charged a fee of 5.8% fee of the total of each transaction with a Farmer. Farmers will be charged a 2.9% fee on all received orders.

Moreover, this Website utilizes an independent, third party service provider, such as www.Stripe.com, for the processing of payments, as is made available through the Website (“Payment Processor”). The User will be responsible for reviewing the terms and conditions of any agreement between them and the Payment Processor, which may include the way the Payment Processor collects information, the manner in which they process payments and the duties and obligations that the User has with the Payment Processor.

If the User believes that they have been mistakenly billed, the User has the duty and obligation to notify the Payment Processor immediately of such error. The User must review the Payment Processor’s policy with regard to their notice requirements. The User releases this Website and the Company from all liabilities and claims of loss resulting from any error or discrepancy in billing. Without limitation, User acknowledges and agrees that Company has no obligation in regard to a dispute between the User and the Payment Processor, and Company need not intercede in any such transaction on a User’s behalf. Moreover, User specifically releases and waives any claim against the Company arising out of or otherwise related (whether directly or indirectly) to a dispute between User and the Payment Processor. Without limiting the foregoing, User acknowledges and agrees that the Company shall not be liable in the event of error, fraud, identity theft or other problems with credit card processing or online payment processing.

Use of the Website is currently free of charge. Nevertheless, the Company reserves the right to charge for the utilization of the Website or any portion thereof subject to prior notice of the intended change to the User. In the event that User does not wish to pay such a fee, their sole remedy will be to stop utilizing the Website.

You acknowledge and agree that any charge for the utilization of the Website, if any, is exclusive of any other charges which may apply, such as taxes, mobile charges and internet access fees.

Restrictions on Use of Website

You may NOT, without the express prior written authorization of the Company:

utilize any information that you gain as a result of using the Website to illegally or improperly violate another person’s or entity’s privacy rights;

utilize the Website in regard to any unauthorized commercial activities, advertising or sales without the prior written consent of the Company, which may be unreasonably withheld;

buy, sell, share or otherwise disseminate any other user’s username, password or other personal information;

forge headers or otherwise manipulate web pages or other aspects of the Website in a manner so as to try to disguise Third Party Content;

transmit any material, non-public information about any person or entity without the proper authorization to do so;

restrict any other user from properly using the Website, including without limitation, by way of “computer hacking” or otherwise altering the software or functionality of the Website and its underlying programs;

upload or disseminate any viruses, worms, Trojan horses or other harmful or malicious code to the Website;

use the Website if you are not able to form legally binding contracts, are under the age of eighteen (18) except with your parents’ or guardians’ consent, are under the age of majority in the State from where you are accessing this Website, or are temporarily or indefinitely suspended from the Website;

use the Website to initiate or further any illegal activity, which includes but is not limited to, the sale of stolen goods or money laundering;

revise, modify, reverse engineer or in any way alter any portion of the Website or its contents;

“frame” or “mirror” any part of the Website;

utilize any device to enable you to circumvent the structure of the Website and/or spam or flood the Website;

create a database utilizing any information found within the Website;

duplicate, create derivative works of or otherwise violate the copyright of this Website or the Company;

utilize any of the Company’s trademarks as metatags on other websites or otherwise use the Company’s trademarks for your own advertising or pecuniary gain, including without limitation, utilization as Google® AdWords;

utilize the Website in an unauthorized manner or in a manner which violates any legal or regulatory proscription or requirement, any third party rights or the policies outlined in these Terms and/or the Agreement;

utilize the Website in a manner that is harmful to the Company or any other person or entity;

utilize the Website or any information provided on the Website illegally or improperly and/or to violate the privacy rights or any other rights of the Company or any third party;

remove, alter or amend any copyright or other proprietary notices from this Website;

infringe upon the intellectual property rights of the Company or a third party;

circumvent any encryption or other security tools used anywhere on this Website;

sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use or otherwise assign to any third party any of your rights to access and otherwise Use the Website or services as granted in these Terms;

use any robot, spider or other intelligent agent software or device to access or monitor the Website in any manner;

deliver, post, or provide links to any materials which are deemed, in the Company’s sole discretion, to be harmful, lewd, obscene, violent, insulting, threatening, hateful or otherwise objectionable;

impersonate any other person and/or falsely state or otherwise misrepresent that they have an affiliation with any other person or entity, or otherwise mislead, deceive or defraud the Company, another User or any other party; and

fraudulently represent or advertise themselves, or the services or goods offered, on the Website.

Furthermore, you agree to cooperate with the Company in preventing any unauthorized Use of the Website. If you recognize or incur any problems using the Website, any violations of these Terms or any offensive content, please contact the Company at [email protected].

Abuse of the Website

In addition to Company’s other rights to terminate your Use of the Website, and without limitation, if, in the Company’s sole discretion, it determines that you are creating potential liabilities, or acting inconsistently with these Terms, the Company may, without limitation, prohibit access to the Website, terminate any licenses or other agreements in place between the Company and you, and take technical and legal steps to keep you off the Website. Users may identify abuse of the Website and notify Company of the same. Notwithstanding the foregoing, you otherwise acknowledge and agree that this is in the Company’s sole discretion and that it shall not be obligated to do so. Company reserves the right to investigate and take appropriate legal action against any violation of these Terms and Conditions. All Users agree to cooperate in this investigation regardless of whether it is related to User content posted by him or relating to another, unrelated user. Notwithstanding the foregoing, you acknowledge and agree that Company can terminate your right to Use this Website or any portion thereof at will, without notice and without cause.

You acknowledge and agree that the Company shall not be liable to you or to any other person or entity for any claims related to the termination or suspension of your or any other party’s Use of the Website. You hereby make the material representations, upon which you agree the Company may and will rely: (i) you are at least of the age of majority in the State from where you are accessing this Website; (ii) you are a resident of the United States; (iii) you are authorized to view and provide information on the Website; (iv) if Using this Website on behalf of an organization, that you have authority to bind the organization to these Terms.

Submissions and Feedback

The Company welcomes your feedback. However, please be aware that by submitting content to this Website by e-mail, comments and/or messages through the Website or otherwise, including any reviews, questions, photographs or videos, comments, suggestions, ideas or the like contained in any submissions (collectively, "Submissions"), you grant the Company and its affiliates a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to: (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and/or publicly display such Submissions throughout the world in any media, now known or hereafter devised, for any purpose; and (b) use the name that you submit in connection with such Submission, if the Company so chooses. You acknowledge that the Company shall not be obligated to provide attribution of your comments or reviews, but that it may do so in its discretion and without any compensation to you. You further acknowledge and agree that Submissions are non-confidential and non-proprietary. Additionally, you acknowledge that the Company is free to use and/or exploit Submissions, including without limitation, ideas for a potential business model, or modifications thereto, in whole or in part, through any means, and the Company shall not owe any compensation to you or any third party relating to the same.

Updates

If Company elects to provide you with additional functionalities or capacities for the Website by way of updates, this Agreement shall be extended to those updates. Subject to the conditions set forth herein, you hereby acknowledge and assume the risk of obtaining the integration of such future legal or technical requirements into your updated version of the Website.

While Company may provide you with updates, including without limitation, any new releases or versions of the current or then-current Website, hot fixes, patches, installation, setup, and maintenance services as they become available, or as necessary to comply with applicable laws, regulations and/or compliance requirements (collectively, the “Updates”), Company shall not be required to do so. Updates of the WEBSITE may be subject to changed system requirements and may require the installation of preceding updates, third party components and/or additional OR changed hardware. Moreover, Company may offer upgraded versions of the Website in the future, but has no obligation to provide them to you pursuant to this Agreement. Moreover, nothing herein shall be deemed to obligate Company to provide you with any Updates. Furthermore, Company may charge additional fees with respect to any Updates or upgrades provided and/or offered by Company, as determined in Company’s sole discretion, even if those Updates are mandatory and required to properly use the Website.

In the event that Company elects to provide you with an Update to the device or application, in the event that the Company releases an application or device to host the marketplace currently on the Website, utilized to access the Website, you acknowledge that you must install it, as the same is mandatory. You represent and warrant, covenant and agree, with the intent that Company rely thereon that you will immediately install and finalize these Updates as required by Company in its sole discretion.

You acknowledge and agree that Company has the right to make any maintenance or Update mandatory and automatically provide you with same.

Third-Party Software

The Website may require third-party components in order to work properly, including, but not limited to operating systems and hardware. THE INSTALLATION AND USE OF THOSE THIRD-PARTY COMPONENTS MAY BE GOVERNED BY ADDITIONAL LICENSE AGREEMENTS WITH THOSE THIRD-PARTIES. You may be required to accept these additional license agreements in order to meet the software system requirements. These system requirements may be supplemented or modified by Company at its discretion. You acknowledge that you are solely responsible for obtaining, installing, maintaining and operating any third party components and its use of the same are AT YOUR OWN RISK. The same may be governed by additional agreements. Nothing herein shall be deemed to constitute an endorsement by Company of third party components. Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by any such third party components.

Copyrights

The Materials and the Website as a whole, are copyrighted by the Company, its affiliates and/or its licensors; and are owned by or licensed to the Company or the use of which is otherwise authorized by law (e.g., as a fair use). Moreover, the Materials, and the Website as a whole, constitute a collective work or compilation under United States Copyright laws and other laws. You must abide by, and maintain, all copyright notices, information or restrictions contained in or attached to any Material. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of the Website, including, without limitation, any of the Materials, without the Company’s prior written consent. The Company is not responsible for content on websites operated by parties other than the Company. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by the Company.

If you are aware of an infringement of the Company’s brand, please notify the Company by sending an e-mail to: [email protected]

Notwithstanding the foregoing, Company does not claim any ownership rights in the text, images, photos or other User Content that are posted by Users or otherwise shared amongst Users. Rather, all such rights shall be retained by the User. However, by displaying, posting or publishing any User Content on the Website, User is expressly granting the Company a non-exclusive, worldwide, royalty-free, perpetual, irrevocable and fully sub-licensable, limited license to modify, use, adapt, translate, create derivative works from, publicly perform, publicly display, republish, reproduce and distribute the User Content in any form, media or technology. Moreover, as otherwise set forth herein, User represents and warrants that it has all right and title in and to the User Content, and that no aspect of the User Content, or the posting thereof, shall violate the rights of any third party. This shall include, without limitation, copyrights, contract rights, trademark rights, rights of privacy, rights of publicity or any other rights of any third party. Without limitation, Company takes no responsibility and assumes no liability for any User Content. Moreover, User acknowledges and agrees that in posting information to the Website, information relating to the User Content may be highlighted for other users convenience and reference.

Copyright Infringement

It is the policy of the Company to respond expeditiously to claims of copyright infringement. The Company will promptly process and investigate notices of alleged infringement and will take appropriate action under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. The Company may elect to terminate access for any user who it believes in its sole discretion to be an infringer, regardless of whether proven or not.

The sole and exclusive protocol for notifying the Company of an infringement upon a third party’s intellectual property is to provide written notice (“DMCA Notice”) to the Company as set forth herein or as otherwise provided by the DMCA, as it may be amended from time to time. The DMCA Notice must include (i) the signature of a person authorized to act on behalf of the owner of the copyright interest (“Copyright Owner”); (ii) a description of the copyrighted work that is believed to have been infringed upon; (iii) a description of the alleged infringing work and a description of precisely where the alleged infringing work is located on the Website; (iv) the Copyright Owner’s mailing address, telephone number and email address; (v) a statement by the Copyright Owner that it has a good faith belief that the disputed use is not authorized by the Copyright Owner or its agent; that is not otherwise being conducted by another authorized owner or licensee of the work; and that the disputed use is not otherwise authorized by law; (vi) a statement by the Copyright Owner, made under penalty of perjury, that the information set forth in the submitted written notice is accurate and that it is the Copyright Owner or is authorized to act on the Copyright Owner's behalf. The DMCA Notice should be immediately delivered to the Company by certified mail return receipt requested or by commercial carrier at the address set forth below in the “Notices” provision and directed to the attention of the “Copyright Agent.” You acknowledge and agree that your failure to properly comply with the requirements of the law and/or this provision may make your DMCA Notice invalid.

Trademarks
Certain names, logos and materials displayed on the Website, including without limitation “Stem to Peddle,” constitute trademarks, trade names, service marks or logos of the Company or other related entities ("Marks"). You are not authorized to use any such Marks or any variations thereof. Ownership of all such Marks and the goodwill associated therewith remains with the Company or other related entities.

It is the policy of the Company to respond expeditiously to claims of trademark infringement. The Company will promptly process and investigate notices of alleged infringement and will take appropriate action under the protocol set forth herein and applicable intellectual property laws. The Company may elect to terminate access for any user who it believes in its sole discretion to be an infringer, regardless of whether proven or not.

The sole and exclusive protocol for notifying the Company of an infringement upon a third party’s Marks is to provide written notice to the Company as set forth herein, as this document may be amended from time to time. The written notice must include (i) the signature of a person authorized to act on behalf of the owner of the Mark (“Mark Owner”); (ii) a description of the Mark that is believed to have been infringed upon; (iii) a description of precisely where the alleged infringing Mark is located on the Website; (iv) the Mark Owner’s mailing address, telephone number and email address; (v) a statement by the Mark Owner that it has a good faith belief that the disputed use is not authorized by the Mark Owner, its agent, or the law, or is not otherwise being conducted by another authorized owner or licensee of the Mark and setting forth in detail how the Mark is being utilized in an infringing manner; and (vi) a statement by the Mark Owner, made under penalty of perjury, that the information set forth in the submitted written notice is accurate and that it is the Mark Owner or is authorized to act on the Mark Owner's behalf. The written notice should be immediately delivered to the Company by certified mail return receipt requested or by commercial carrier at the address set forth below in the “Notices” provision and directed to the attention of the “Mark Agent.” You acknowledge and agree that your failure to properly comply with the requirements of this provision may make your written notice invalid.

Third-Party Suppliers

By providing information relating to products, goods and services being offered and sold by the Registered Users and other third-parties, displaying and/or utilizing advertisements and/or affiliate links, the Company does not in any way imply or suggest, nor shall it be deemed that it sponsors, approves or is affiliated with any third-parties by virtue of the same. The Company does not endorse or recommend any products or services of any third-parties. While effort is made to check posted information for accuracy, the Company is not responsible for the accuracy or completeness of information that it displays on its Website and/or obtains from and/or relating to third-parties.

Links to Other Websites

You acknowledge and agree that the Company has no responsibility for the accuracy or availability of information provided by websites to which the Website may be linked (“Linked Websites”). Links to Linked Websites are provided as a convenience to you, and do not constitute an endorsement by or association of such Websites or the content, products, advertising or other materials presented on such Websites. The Company does not author, edit or monitor these Linked Websites. Any opinions, advice, judgments, statements, services, offers, or other information or materials expressed or made available by any third party or linked Website are those of the respective third parties and not of the Company. You further acknowledge and agree that the Company 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 use of, or reliance on, any such content, information, goods or services available on or through any such Website or resource or otherwise mentioned on this Website. If you access any Linked Websites, you do so at your own risk and you agree that you are solely responsible and liable for (and the Company shall not be responsible for) your communications with any third parties appearing in or linked to the Website. Additionally, the Company is not liable in any manner for any act, event or omission of, or relating to the Linked Websites.

You acknowledge and agree that it is your responsibility to take precautions to ensure that any links you select or software you download, from this Website or other websites, are free of such items as viruses, worms, trojan horses, defects and other items of a destructive nature. The Company does not control such websites and is not responsible for their contents or the privacy practices of such websites. Any inclusion of hyperlinks to such websites or posting of advertisements or affiliate links does not imply any endorsement, affiliation or association of such websites, third party suppliers, or any of their goods, services or opinions. You further acknowledge and agree that the Company is not responsible for any damage or loss relating to any third party content, goods or services. The Company will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any third-parties or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with third-parties.

Cookies

The Company hereby notifies you and you hereby acknowledge and agree that the Company may utilize “cookies” in connection with the operation of the Website. You agree that such cookies may be placed on your computer, in connection with your access to, and other Use of, the Website. Nevertheless, you should note that you can likely make adjustments to your web browser which may enable it to control the use of cookies. Such action, however, could affect your Use of the Website.

Disclaimer

You explicitly agree that your Use of the Website is at your own and sole risk. The Website and all materials contained therein are provided "AS IS," without warranty of any kind, either express or implied, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement. Neither the Website nor the Company make any representations or warranties that the Website will operate in a timely, secure or error free manner; nor does the Website or the Company make any representations or warranties as to the quality, fitness, truth, accuracy, currency, reliability or wholeness of the Website or any of the materials contained herein. The Website may be modified or discontinued at any time with or without reason and with or without notice to you, without liability to you or any third party. Furthermore, neither the Website nor the Company make any warranty as to the results that may be obtained from the Use of the Website. You also understand and agree that any material and/or data downloaded or otherwise obtained through the Use of the Website is done at your own discretion and risk. You will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. You understand that the Company cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. The Company makes no warranty regarding any use or disclosure of confidential or private information you may provide. The Company may change any of the Terms found on the Website at any time, without notice. The Company makes no commitment to update or keep current the information found on the Website. The warranties and representations set forth in these Terms, IF ANY, are the only warranties and representations with respect to your use of the Website AND THE TRANSACTIONS conducted as a result of your use of the Website. There are no other warranties, written or oral, express or implied, that may arise either by agreement between You and The Company or by operation of law, including, without limitation, warranties of merchantability and fitness for a particular purpose, all of which are hereby specifically disclaimed. Some jurisdictions do not allow the elimination of certain warranties, and thus, one or more of the above exclusions may not apply to you. However, this shall be limited and only those prohibited by that jurisdiction shall be excluded and severed from the remainder of the other warranties, limitations and exclusions which shall remain in full force and effect to the maximum extent permitted by law.

Under no circumstances shall the Company be responsible for any loss or damage, including, without limitation loss of profits, anticipated revenue, savings or goodwill, or other economic loss, emotional distress, other personal injury or death, resulting from the Use of the Website, information relayed herein or otherwise relating to your conduct, or that of any other users, whether online or offline.

Limitation of Liability

the Company ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF OR BROWSING of THE Website OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE Website. EXCEPT WHERE SPECIFICALLY REQUIRED BY LAW, IN NO EVENT SHALL the Company BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH (I) ANY USE OF THIS Website OR CONTENT FOUND HEREIN, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS Website FOR COMMUNICATING WITH OTHER USERS), (III) THE PERFORMANCE OR NON-PERFORMANCE BY the Company, INCLUDING, BUT NOT LIMITED TO, NON-PERFORMANCE RESULTING FROM BANKRUPTCY, REORGANIZATION, INSOLVENCY, DISSOLUTION OR LIQUIDATION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY, or (iv) any of the products delivered and sold through the website.


If, notwithstanding the foregoing, the Company should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of the Website, or any of the Company’s goods or services, the Company’s liability shall in no event exceed One Hundred Dollars (US$100.00). Some states do not allow limitations of liability, and thus the foregoing limitation may not apply to you.

Release

BY UTILIZING THE Website, YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE AND GIVE UP ANY AND ALL CLAIMS AND RIGHTS WHICH YOU MAY HAVE AGAINST the Company, ANY OF THE Indemnified PARTIES, AND THEIR AFFILIATES, PARTNERS, SERVICE PROVIDERS, VENDORS AND CONTRACTORS AND EACH OF THEIR RESPECTIVE AGENTS, ATTORNEYS, SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES BASED ON ANY ACT, EVENT OR OMISSION, AND FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO OR ARE CONNECTED WITH THE USE OF THE Website, ANY LINKED WebsiteS AND any and all GOODS AND SERVICES RELATED THERETO. YOU FURTHER WAIVE, RELEASE AND GIVE UP ANY AND ALL CLAIMS AND DEFENSES ARISING FROM OR RELATING TO ANY ACT, EVENT OR OMISSION DIRECTLY OR INDIRECTLY RELATED TO THE USE OF THE Website. WITHOUT LIMITATION, YOU FURTHER UNCONDITIONALLY AND IRREVOCABLY FOREVER RELEASE, DISCHARGE AND HOLD HARMLESS THE indemnified PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, ACTIONS, DAMAGES, LIABILITIES, LOSSES, COSTS AND EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES, UNLESS required to be PROVIDED BY STATUTE), INCLUDING, WITHOUT LIMITATION, THOSE BASED ON SLANDER, LIBEL, DEFAMATION, INVASION OF PRIVACY, VIOLATION OF RIGHTS OF PUBLICITY, PERSONALITY AND/OR CIVIL RIGHTS, DEPICTION IN A FALSE LIGHT, INTENTIONAL OR NEGLIGENT INFLICTION OF EMOTIONAL DISTRESS, PERSONAL INJURY, COPYRIGHT INFRINGEMENT AND/OR ANY OTHER TORT AND/OR DAMAGES ARISING FROM OR IN ANYWAY RELATING TO YOUR USE OF THE Website OR ANY OF THE PRODUCTS AND SERVICES OFFERED THEREIN. THIS FURTHER INCLUDES, WITHOUT LIMITATION, ANY CLAIM WHICH COULD BE ASSERTED NOW OR IN THE FUTURE UNDER (I) THE COMMON LAW; (II) ANY OF THE PARTIES’ POLICIES, PRACTICES OR PROCEDURES; AND/OR (III) ANY FEDERAL, STATE or local STATUTES OR REGULATIONS. If you are a California resident, you hereby waive California Civil Code § 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” You hereby acknowledge, agree and stipulate that this waiver is being made consciously and with full understanding of the rights that you may be giving up.

Notwithstanding any termination of your access to the Website, you acknowledge and agree that your representations and obligations, as well as the disclaimer of warranties, limitation of liability and release of liability hereunder shall survive and continue in perpetuity.

Indemnification

You agree to indemnify, hold harmless and defend COMPANY, its affiliates, partners, service providers, vendors and contractors and any members, shareholders, directors, officers, employees, attorneys, representatives or agents of any of the foregoing (collectively, “Indemnified Parties”) with respect to any claim, demand, cause of action, debt, liability, damages, costs or expenses, including reasonable attorneys’ fees and expenses of the Indemnified Parties’ selected attorney(s), relating, directly or indirectly, to (i) your failure to comply with these terms and conditions and/or the agreement; (ii) your use of the Website and/or any service and/or product identified on the Website and/or any affiliate link, ADVERTISEMENT or LINKED Website; (III) YOUR PURCHASE AND/OR SALE OF PRODUCTS TO OR FROM ANOTHER REGISTERED USER OF THE WEBSITE; and/or (iV) any act or omission on your part.

Choice of Law; Jurisdiction

the company and you each agree that this Agreement is made and delivered in, and shall be governed by and construed in accordance with the laws of the COMMONWEALTH of Pennsylvania (without giving effect to principles of conflicts of laws of the COMMONWEALTH of Pennsylvania or any other state). the company and you each hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the State Courts of Pennsylvania (with venue in Philadelphia County) and/or the Federal Courts of the Eastern District of Pennsylvania (Philadelphia Vicinage) for any action, proceeding or investigation in any court or before any governmental authority (a “Litigation”) for actions arising out of or relating to this Agreement and/or the Website, as well as any other claims or defenses directly or indirectly related to the subject matter of this Agreement and/or the Website (and agrees not to commence any Litigation relating thereto except in such courts). The statute of limitations with regard to any proceeding directly or indirectly related to the breach of this agreement, shall be limited to one (1) year from the date of occurrence of the breach, act or omission. The discovery rule shall not apply to toll the statute of limitations. the company and you also both agree that you or the company may bring suit in ANY court to enjoin infringement or other misuse of intellectual property rights. The jurisdiction provision within this section shall not be deemed to prohibit such action.

the company and you BOTH AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL. YOU ALSO agree that any LITIGATION will be conducted only on an individual basis and A YOU WILL NOT LITIGATE IN COURT ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS.

Taxes

Users acknowledge and agree that they shall comply with all laws and regulations regarding the collection of federal, state, and local taxes within their area of operation. To the extent that the Florist asserts that a sale will be tax exempt, and therefore it should not be required to pay sales tax in connection with a given transaction, the Florist shall be responsible for providing Company with a Tax Exempt Certificate. Company shall provide a tax exempt certificate to each Farmer upon advance written request.

Assignment

Company may freely assign its rights and obligations in and to these Terms and Conditions. You acknowledge that you may not assign, transfer or sell your rights under these Terms and Conditions without Company’s express written consent, which may be unreasonably withheld. Any purported assignment without Company’s consent shall be deemed null and void.

Attorneys’ Fees

If any of the Indemnified Parties undertake any action to enforce these Terms and/or the Agreement, such party will be entitled to recover from you, and you hereby agree to pay, any and all attorneys’ fees and any costs of litigation, in addition to any other relief at law or in equity to which such party may be entitled. In such event, Indemnified Parties shall be entitled to recover all costs including both actual pre-judgment and post-judgment attorneys’ fees and costs, involved directly or indirectly in its enforcement efforts, whether or not it does so through institution of formal legal proceedings.

California Residents

Pursuant to California Civil Code Section 1789.3, California residents are hereby advised of the following: (a) the Company is located at Stem to Peddle LLC, P.O. Box 335, Solebury, PA 18963

and can be reached at [email protected]; (b) these Terms have provided you with advance notice of any applicable charges resulting from or related to your Use of the Website and/or its services; (c) you may contact the Company at the address or email address indicated above to resolve a complaint or receive further information regarding any aspect of the services provided by the Website; and (d) the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N 112, Sacramento, California 95834 or via telephone at 800-952-5210.

Communications

Except as otherwise provided herein or in the privacy policy, the Company MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY WITH REGARD TO ANY COMMUNICATION MADE BY OR THROUGH THE Website, WHETHER TO the Company, THROUGH A message, and/or POST TO THE Website OR TO ANOTHER USER. The Company specifically reserves the right, and you hereby authorize the Company, to monitor transmissions over the Website and its related networks for maintenance, service, quality control assurance or any other purpose permitted by the Electronic Communications Privacy Act, 18 U.S.C. §2701, et. seq. The Company takes no responsibility for information sent to it that is intercepted by third parties.

Notices

Any and all notices or other communications, if any, that are to be given to the Company under this Agreement must be in writing, which shall be given by delivery to the address set forth below, by way of either personal delivery, regular mail, certified mail, return receipt requested, two-day mail or overnight mail by a commercial carrier, facsimile transmission, or email. Notices to you, including but not limited to service of process initiating any proceeding related to this Agreement, if any, shall be provided by the Company via email or any other address which the Company reasonably believes to be associated with you, or by posting said notice on the Website. Notice shall be deemed effective upon delivery of the same. By accessing and/or using the Website, you acknowledge and agree that you are communicating with the Company electronically, and consent to receive communications from the Company electronically. You acknowledge and agree that all agreements, notices, disclosures, and/or other communications that the Company may provide to you electronically are effective; satisfy any legal requirement that such communications be in writing; and shall be deemed delivered to you. Without limitation, you specifically waive any objection or challenge respecting service of process so long as such documents and notices are delivered pursuant to the terms of this section.

Notices sent by certified mail, return receipt requested, two-day mail or overnight mail by a commercial carrier or facsimile transmission (with self-generated confirmation of receipt) shall be deemed given upon sending. Notices by personal delivery shall be deemed given upon delivery. Notices by email shall be deemed effective twenty-four (24) hours after the message was sent, so long as no “System Error” message or other notice of non-delivery is generated. Notices by regular mail shall be effective when received at the address to which they are sent. Notices shall be addressed as set forth below, which may be modified from time to time. The addresses for giving notice are as follows:

Stem To Peddle LLC

PO Box 335

Solebury, PA 18963

Email: [email protected]

Authorized Permission for Use

The User shall be considered an entity if the individual accessing the Website is doing so on behalf of an entity or is utilizing that entity’s computer system in connection with a task (either paid or unpaid) for that entity. If the User is an entity, the person using the Website on its behalf hereby makes the material representation upon which he wishes the Company to rely that he is authorized to bind that entity to the Terms and Conditions set forth above, as well as any other obligations imposed or undertaken through Use of the Website. The Company reserves the right to terminate the User’s access to, and use of, whether as an individual or entity, the Website and any of its contents, including, without limitation, the Materials, or use of any of the Company’s services at its sole discretion and without any advance notice to the User.

Miscellaneous

You acknowledge and agree that this Agreement, which includes, without limitation, the Terms and the Privacy Policy, constitutes the entire agreement between the Company and you, hereto relating to the subject matter hereof, and any prior agreements, understandings, representations and commitments concerning such subject matter, whether oral or written, are hereby superseded and terminated in their entirety and are of no further force or effect. You acknowledge and agree that the Privacy Policy are meant to supplement and not supersede these Terms, and they should be read together, in pari materia. If any provision of the Agreement is prohibited or otherwise unenforceable in a jurisdiction where it is being enforced: (a) it shall be nevertheless enforced to the fullest extent allowed by that prevailing law; and (b) all other provisions of this Agreement shall remain in full force and effect and shall not be invalidated or rendered unenforceable. You agree that neither this Agreement nor your Use of the Website creates a joint venture, agency, partnership, or employment relationship between you and the Company and/or affiliates. The Agreement is not intended to be for the benefit of, and shall not be enforceable by any unaffiliated third party, except as may be specifically provided herein. For the avoidance of doubt, any party that is subject to being indemnified under this Agreement shall be an intended third party beneficiary to this Agreement. You promise to perform all further acts and execute all supplementary instruments or documents that may be requested by the Company to carry out the provisions and effectuate the intent of this Agreement. The Company’s failure to enforce any term, provision or condition of these Terms and/or the Agreement, including the breach or default thereof, by conduct, course of dealing or otherwise, in one or more instances shall not be deemed a waiver. You specifically acknowledge that you have not accepted these Terms on reliance of any representations or other promises of the Company, which are not specifically included herein. You specifically stipulate that these Terms do not constitute a contract of adhesion. The gender terms in these Terms shall apply equally to either gender. The headings in these Terms shall have no force and effect. By using the Website, you agree that you are of legal age to enter into a contract and have had the opportunity to review the terms of the Agreement with counsel of your choosing, if you wished to do so. You further acknowledge that you have thoroughly read these terms and conditions; that you are giving up certain legal rights that may otherwise exist; have asked any questions you desire to clarify its meaning; and believe it is in your interest to nevertheless proceed. Any rights not expressly granted herein are reserved.

If you have any questions or concerns about this Agreement, please do not Use the Website and kindly contact the Company at [email protected]






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