WHOLESALE FLOWERS SCAN BASED TRADING OUR PROCESS JOIN US ABOUT US CONTACT Log In Terms of Service Wholesale Terms of Service Last Updated: September 2021 AGREEMENT These terms and conditions (“Service Terms”) outline the rules and regulations for the use and request to use the Services (defined below) provided by Exclusively Roses Inc.’s website to and other websites, mobile sites, and other online services which link to these Terms and are operated by Exclusively Roses Inc., also known as ERI Floral, (the “Sites”). By accessing the Sites and requesting Services or access to Services we assume You accept these Terms in full. Do not continue to use the Sites and request Services or request access to Services if You do not accept the Service Terms in full. These Service Terms govern the purchase of Wholesale Goods, Wholesale Customers, and those seeking to become Wholesale Customers. The purchase of Pay-by-scan Goods and Pay-by-scan Customers are governed under separate agreements. PLEASE BE AWARE THAT THESE TERMS OF USE CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT WAIVE YOUR RIGHT TO A COURT HEARING AND JURY TRIAL. Definitions: The following terminology applies to these Terms and any or all Agreements: a. You, the User, the Customer, the Client: refers to You, the person accessing this website and accepting the Company’s Terms. b. The Company, Ourselves, We, Our and Us: refers to Exclusively Roses Inc., as the creator, operator and publisher of the Sites. c. Party, Parties: refers to both the Customer and ourselves, or either the Customer or ourselves. d. Sites: refers to Exclusively Roses Inc.’s website and other websites, mobile sites, and other online services which link to these websites and are operated by Exclusively Roses Inc.. e. Services: refers to the Wholesale Goods sold by Exclusively Roses Inc. through its Sites and the ability to order the Wholesale Goods through the Sites, but does not include Third-party Services. Our Services are directed at persons with shipping addresses within Our Service Area. f. Service Area: refers to the physical locations referred to on Our Sites where Our Services may be delivered. g. Third-party Providers: refers to any services provided through the Sites or for delivery of Wholesale Goods that are operated by any provider other than the Company. h. Wholesale Goods: refers to the product sold by Exclusively Roses Inc. through the wholesale services on its Sites to Wholesale Customers. i. Pay-by-scan Goods: refers to the product sold by Exclusively Roses Inc. that are not Wholesale Goods and sold to Pay-by-scan Customers j. Wholesale Customer: refers to Customers who purchase Wholesale Goods from the Sites, Customers with accounts through the Sites, and Customers placing requests for accounts through the Sites. k. Pay-by-scan Customer: refers to Customers who purchase Pay-by-scan Goods from the Company. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same. Privacy Except as provided in the Privacy Policyfound on the Sites, which may be amended from time to time, the Company does not knowingly collect or gather any personally identifiable information from You. The Privacy Policy, which can be found on the Sites is expressly incorporated as part of these Terms. Use Use of the Sites is governed by the Terms of Use, which can be found on the Sites and is expressly incorporates as part of these Service Terms. Website Services Your use of certain features offered by the Sites may require the use of certain third-party companies and/or software provided by Third-party Providers, which may contain additional requirements and additional terms of service. Account Registration Account Registration and requests for an account through the Sites are for the purchase of Wholesale Goods only. To receive the full benefit from use of the Sites and Services You are required to request an account and set up an account (upon authorization to do so). Only valid resellers will be permitted to and given access to create an account. You agree to provide all requested information to the Company to verify You are a valid reseller, including, but not limited to, W-9 and reseller certificate. Generally, approval of account registration may take up to five (5) business days once Company receives all requested information. However, new account inquiries made within 30 days prior to Valentine’s Day and Mother’s Day and new account inquires made within 14 days prior to all other holidays may not receive acknowledgement or approval until after the holiday. Regardless of approval time estimates, approval of account registration is at the sole discretion of the Company. You agree to keep Your password and account information confidential and are responsible for all use of Your account. You may not impersonate another person and are required to associate Your real identity with Your account. You are responsible for maintaining Your account with current and accurate information. If You believe Your account has been compromised, You shall notify Us immediately. You will be liable for any losses You suffer should You fail to notify us timely. The Company reserves the right to suspend Your account if any security violations are believed to have occurred in conjunction with Your account. At its sole discretion, the Company may inactivate Your account after a period of six (6) months of no orders. If the Company inactivates Your account due to inactivity, You will need to request a new account registration and will need to provide updated documentation for a new account registration in order to purchase Wholesale Goods and use the Sites Services. Third-Party Services Certain features of the Sites and Services such as, but not limited to, payment, and shipping require third-party services from Third-party Providers to function. The Company does not control such Third-party Providers and is not liable for their actions or omissions. Further, such Third-party Providers may have their own terms of service, privacy policies, and guidelines. You should review all such terms and policies before using the services provided by Third-party Providers. We may provide links and pointers to Internet sites maintained by others that are not affiliated with us and may be located in different countries and that may be subject to different regulatory and other legal requirements. These sites are only for Your convenience and therefore You access them at Your own risk. Purchase of Goods Wholesale Goods Wholesale Goods may be purchased through the Sites upon approval and registration of a user account as a one-time purchase or as a subscription service. The Wholesale Goods options available for both one-time purchases and subscription services are the same. Options include bundled bouquets based on Your desired retail price points and volume. Exemplary representations of options available will be presented to You through Your account on the Sites. The representations are merely exemplary and may differ based on availability and seasonality. For all Wholesale Goods purchased (one-time purchases or subscription services), You agree that: a. ALL GOODS ARE SOLD “AS IS — WHERE IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES ARE DISCLAIMED; b. if You place an order for Wholesale Goods from Our Sites, You have a legal capacity to enter into a contract between Us and You; c. all information You provide when purchasing Wholesale Goods is accurate and complete; d. We only deliver Wholesale Goods within Our Service Area and Your delivery address is within Our Service Area; e. all prices advertised for Wholesale Goods are displayed in US Dollars (USD) and do not include any applicable tax as we are a wholesaler and only sell to authorized resellers; f. once You complete Your order, We are authorized to process Your payment, which may be accomplished by Third-party Providers; g. the Wholesale Goods purchased will be scheduled for delivery only after payment has been processed; h. based on the nature of the Wholesale Goods sold, all sales are final. However, at the sole discretion of the Company, a refund or replacement may be offered; i. receipts for purchase will be emailed to the email address provided with the purchase once the payment has been processed; j. the Company will make reasonable efforts to ensure that Wholesale Goods purchased are available for timely delivery and, will attempt to notify You prior to completion of the purchase of any unavailability. From time to time, this will not be possible, and the Company may need to reject Your Order after payment has been processed, for example due to errors in Your order, errors in goods descriptions, or unavailability of goods. A refund of the full amount paid will be provided to You in such a case; k. from time to time the quantity of Wholesale Goods ordered may not be available. If Your order can be partially filled, the Company will fill as much of the order as possible and provide a refund for the balance of the order that was not able to be filled; l. the Company may reject or accept any order for Wholesale Goods for any reason. If payment has been processed for a rejected order, a full refund will be provided to You; m. all Wholesale Goods are comprised of seasonally available flowers. The pictures of Wholesale Goods on the Sites are merely examples of typical bouquets for each option and goods You receive may not resemble the pictures on the Sites; n. the Company will make reasonable efforts to ensure shipping of purchased Wholesale Goods as soon as reasonably possible after purchase but makes no warranty on the specific length of time that will be; and o. You are an authorized reseller and will collect and pay all applicable taxes for purchased Wholesale Goods to the applicable taxing authority. You are responsible for providing us with a valid resale certificate, providing us with updated resale certificates if changes occur, and notifying us if You no longer poses a resale certificate for as long as You have an active account with the Company. Delivery of Goods: All Wholesale Goods are shipped with next day delivery (meaning the goods will be delivered to You the day after the Company ships the goods) and are in fresh condition when shipped. Goods are shipped every week and may be shipped on Tuesday, Wednesday or Thursday and will be delivered the following business day. No signature will be required for delivery. You are responsible for prompt and appropriate care of goods immediately upon delivery. The Company does not guarantee or warranty the condition of goods once the goods are shipped. The Company uses a Third-party Provider for delivery of Wholesale Goods and is not responsible for the handling of goods by the delivery service or the condition in which the goods arrive. The Company is further not responsible for delays in delivery caused by the delivery service. One-time Purchases One-time purchases are simply that. Each one-time purchase is a new contract and is a contract for that single purchase based on the price point and quantity selected. One-time purchase will be tracked in Your order history. Subscriptions Subscription services are available in various increments and may change from time to time. The subscription services are an order for one of the options of Wholesale Goods based on a selected price point and quantity set to occur on a reoccurring basis (e.g. weekly, bi-weekly) determined by You. By purchasing a subscription, You authorize the Company or it’s Third-party Provider to charge Your payment method immediately and on a pre-pay basis for the current upcoming subscription period. Subscriptions are automatically renewed at the end of each subscription period and will continue indefinitely until cancelled by You. Unless You notify the Company at least 5 business days prior to the end of the current subscription period, Your subscription will automatically renew for the next subscription period. You authorize the Company or it’s third-party service to charge Your method of payment for the then-applicable subscription fee and any taxes the Company is required to collect by law. Notice must occur by one of the methods listed in the Contact section of these Terms. Without detracting from any of the Company’s rights, You agree that the Company is entitled to discontinue any aspect of it’s Services You may be using if You fail to pay any amount when it falls due or if You breach these Terms of Use. If the Company incurs expenses to recover amounts You owe, You agree the Company may recover legal costs, collection charges, tracing fees, and any other costs associated with the attempt to collect the fees due. Intellectual Property Unless otherwise stated, Exclusively Roses Inc. and/or it’s licensors own the intellectual property rights for all material on Exclusively Roses Inc.’s Sites. The Sites and all materials provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (“Company IP”), which also includes all source code, databases, functionality, software, websites designs, audio, video, text, photographs and graphics on the Sites. You agree that You will not use the Company IP for any unlawful or infringing purpose. You may view and/or print pages from the Sites for Your own personal use subject to restrictions set in these terms and conditions. You may not: a. republish Company IP; b. sell, rent or sub-license Company IP; c. reproduce, duplicate or copy Company IP; d. redistribute content from Exclusively Roses Inc.; or e. create derivative works of Company IP without express written permission from the Company. Any rights not expressly granted herein are reserved by the Company. Indemnification and Hold Harmless You agree to defend, indemnify and hold harmless the Company and any of its affiliates (if applicable), including their respective foreign entities, directors, officers, members, employees and agents, against any and all legal claims, demands, losses, damages, judgments, expenses and costs, including reasonable attorney’s fees, which may arise from or relate to Your use or misuse of the Sites, the goods, or Services, Your breach of this Agreement, or Your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes. Liability Your use of the Sites including the use of Services and the purchase of Wholesale Goods offered by the Sites is at Your own risk. To the maximum extent permitted by applicable law, We exclude all representations, warranties and conditions relating to Our Sites, Services, goods, and the use of Our Sites (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill). To the extent that the website and the information on the website are provided free of charge, we will not be liable for any loss or damage of any nature. The Company does not accept responsibility for the security of the Sites. The Company may occasionally post links to third-party websites or other services. You agree that the Company is not responsible for liable for any loss or damage caused as a result of Your use of any third-party services linked to from the Sites. You agree that Your use of the Sites is at Your own risk. The Company may need to interrupt Your access to the Sites to perform maintenance or service on a scheduled or unscheduled basis. Your access to the Sites may be affected by unanticipated or unscheduled downtime, for any reason. The Company has no liability for any damage or loss caused as a result of such downtime. If the Company’s disclaimer of warranties or limitation of liability set forth herein is held unenforceable or inapplicable, You agree that the Company’s liability shall not exceed the amount You paid for the Company’s goods and Services for up to the last 3 orders, the amount of One hundred dollars ($100.00) or the minimum amount permitted by applicable law, whichever is greater. Termination Notwithstanding any of these Service Terms, the Company reserves the right, without notice and in its sole discretion, to terminate Your license to use the Sites, and to block or prevent Your access to and use of the Sites. Modifications and Variations We reserve the right to discontinue, change or modify any of the terms and conditions contains in the Service Terms at any time and in Our sole discretion. Any changes or modifications will be effective immediately upon posting of the revisions on the Sites, and You waive any right You may have to receive specific notice of such changes or modifications. Your continued use of the Sites indicates Your acceptance of the modifications. Governing Law, Waiver of Jury Trial & Arbitration; CLASS ACTION WAIVER The Company makes no representation that the Services or the content of the Sites are appropriate or available for use in locations outside of the Service Area. Those persons and entities that choose to access the Services and Sites from outside the Service Area do so on their own initiative and are responsible for compliance with applicable local laws. You agree that any and all claims, disputes, controversies, actions or proceedings relating to, or arising out of, the creation, production, manufacture, distribution, promotion, marketing, advertising (including oral and written statements), use of, exploitation, or sale of any and all products and services of the Company and its affiliates, through all merchandising channels, including, but not limited to, the internet, the Sites, telephone, catalog, radio, television, mobile device and participating retail stores or the Content (collectively referred to as “Claims”), shall be governed by the internal substantive laws of the State of Wisconsin without regard to its conflict of laws principals and that any and all Claims shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) or by a state small claims court of competent jurisdiction over the Claim and the parties. Any Claim You may have must be commenced within one (1) year after such Claim arises. You agree that: (i) the arbitration shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA; (ii) the arbitration shall be conducted on submission, telephonically or at a location determined by the AAA pursuant to the Rules and Procedures of the AAA; (iii) the arbitrator shall have the authority to award actual direct damages only with no authority to issue any fines and penalties nor award punitive damages or equitable relief; (iv) EXCEPT AS SET FORTH BELOW IN SUBPART (vi), THERE SHALL BE NO RIGHT TO LITIGATE YOUR CLAIM IN COURT AND NO RIGHT TO A JURY TRIAL, (v) Your claim shall be arbitrated on an individual basis, and You shall not have the right to participate in a representative capacity, or as a member of any class of claimants pertaining to any claim subject to arbitration, and the arbitrator shall have no authority to consolidate or join the claims of other persons or parties who may be similarly situated and may only resolve claims, and render awards between You and the Company and its Affiliates alone; and (vi) You may elect to bring Your claim in a state small claims court of competent jurisdiction over the claim and the parties. With the exception of subpart (v) above, if any part of this arbitration provision is deemed invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures of the AAA, then same shall be stricken and the balance of this arbitration provision shall remain in effect and construed accordingly. For more information on the AAA and its Rules and Procedures, You may visit the AAA website at www.adr.org. Interruption Event You acknowledge that, from time to time, the Company’s ability to provide services and fulfill purchases may be interrupted, delayed and/or suspended, from time-to-time due to causes beyond the Company’s control. These events are referred to as Interruption Events. You agree that the Company will be relieved of its obligations in terms of these Terms of Use during the period of the Interruption Event to the extent the Company is reasonably prevented from fulfilling its obligations. Severability If any part or sub-art of the Terms is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of the Terms shall continue in full force. No Waiver In the event that We fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part. Contact Exclusively Roses Inc. is a business registered in the State of Wisconsin. For any questions or concerns, please email the Company at: info@erifloral.com or send physical mail to: Exclusively Roses Inc. Attn: Customer Service 421 Glacier Moraine Drive Stoughton, WI 53589 608-354-0049 Electronic communications are permitted to both Parties under the Service Terms. 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