1.2. By attempting to use and/or by using the Site and the Content, or any part thereof, User agrees to fully comply with and be bound by the TOU and PP. If User does not accept the TOU or the PP, User must not access and use the Site and the Content, or any part thereof, and/or immediately stop any use of the Site and the Content.
1.3. Flori may from time to time modify the TOU. If User does not agree to the TOU, as amended, User must stop using the Site and the Content. User is advised that if User does not terminate all use of the Site and the Content, or any part thereof, User will be deemed to have accepted the TOU, as amended.
Representations. By using the Site and/or the Content User represents that (i) User is not under 18 years of age, (ii) User agrees to be bound by the terms of this TOU; and (iii) User’s use of the Site and the Content does not conflict any law applicable to User.
Ownership; Copyright Protection. All title, ownership rights, and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to the Site and the Content (except for the Third Party Content – as defined below), shall remain in Flori, its affiliates, or their respective licensors, if any. User agrees that nothing contained in the Site shall be construed as granting a license to use any intellectual property right with respect to the Site or the Content without the prior written permission of Flori.
Indemnity. Each User agrees upon Flori’s first demand to indemnify, defend, and hold Flori and its affiliates, licensors, officers, directors, employees, consultants, agents and representatives (collectively, “Affiliates”) harmless from any and all claims, losses, damages, liabilities, actions, or demands, and associated costs and expenses (including without limitation attorneys’ fees) arising out of User’s: (i) use of the Site and/or the Content; (ii) use of any Third Party Content and/or any other interaction with third parties through the Site; (iii) violation of the terms hereof; or (iv) violation of any third party’s rights. Flori reserves the right, at such User’s expense, to assume the exclusive defense and control of any matter of indemnification by User hereunder. User shall cooperate fully as reasonably required in the defense of any claim.
Disclaimer and Warranties. USER UNDERSTANDS AND AGREES THAT USER’S USE OF FLORI’S SITE AND/OR CONTENT AND/OR THIRD PARTY CONTENT ARE AT USER’S OWN RISK. FLORI’S SITE AND CONTENT AND THIRD PARTY CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FLORI AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FLORI AND ITS AFFILIATES MAKE NO WARRANTY THAT (i) THE SITE AND/OR THE CONTENT AND/OR THE THIRD PARTY CONTENT WILL MEET USER’S EXPECTATIONS; AND (ii) THE SITE AND/OR THE CONTENT AND/OR THE THIRD PARTY CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. ANY CONTENT AND/OR THE SITE AND/OR THIRD PARTY CONTENT IS ACCESSED AT USER’S OWN DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVES ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE THAT RESULTS FROM THE SITE, THE CONTENT, AND/OR THE THIRD PARTY CONTENT, AND/OR THE DOWNLOAD THEREOF. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM FLORI OR THROUGH OR FROM THE SITE AND/OR THE CONTENT AND/OR THE THIRD PARTY CONTENT SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOU.
Limitation of Liability. IN NO EVENT SHALL FLORI OR ITS AFFILIATES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS (EVEN IF FLORI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE AND/OR THE CONTENT AND/OR THE THIRD PARTY CONTENT; OR (ii) ANY OTHER MATTER RELATING TO THE USER’S USE OF THE SITE AND/OR THE CONTENT AND/OR THE THIRD PARTY CONTENT OR THESE TOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FLORI’S TOTAL LIABILITY TO USER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO US$100. THE AFORESAID LIMIT SHALL NOT BE ENLARGED BY THE EXISTENCE OF MULTIPLE CLAIMS. NO ACTION ARISING HEREUNDER REGARDLESS OF ITS FORM MAY BE BROUGHT BY USER MORE THAN 40 DAYS AFTER THE CAUSE OF ACTION HAS OCCURRED.
Unsolicited Idea. Flori is always pleased to hear from its Users, and welcome their comments or suggestions (“Ideas”). When Flori refers to an “Idea” herein, Flori means: any comment, or suggestion made to Flori. With regard to such Ideas User represents and warrants that (i) such Ideas are non-confidential and non-proprietary and will be treated as non-confidential and non-proprietary; (ii) Flori is entitled to unrestricted use or disclosure of the Ideas for any purpose whatsoever, all without compensation to the User that submitted the Idea.
9.1. To the extent that the Site and or the Content, or any portion thereof, conflicts or is inconsistent with the TOU, the TOU shall prevail.9.2. Flori’s failure to enforce any provision of the TOU shall not be deemed a waiver of such provision nor of the right to enforce such provision Flori’s rights under the TOU shall survive any expiration or termination of the TOU.
9.3. The TOU shall be governed by the laws of the USA without regard to the principles of conflict of law. The courts of Deleware, USA shall have exclusive jurisdiction to adjudicate any dispute arising out of the TOU.
9.4. Without limiting any other terms of the TOU, Flori may always in Flori’s sole discretion block User’s access to the Site and/or the Content or stop providing, terminate or disable User’s use of the Site and/or Content, even if Flori has previously allowed User to use Site and Content.
Dated December 2021