FLORO TERMS OF SERVICE
Last Updated: February 20, 2024
1. introduction
Welcome to Floro (from Cheqout Payments Inc.) (“Floro”, "Cheqout", “we”, “our”, “us”)!
As you have just clicked to our Terms of Service, please pause and carefully read the following pages.
It will take you approximately 20 minutes.
These Terms of Service (“Terms”, “Terms of Service”, or “Agreement”) constitute our
agreement with you and govern your use of our website located at floro.io and any other
websites operated by us or our affiliates (collectively the “Service”). The Service is intended only
for access and use by individuals at least eighteen (18) years old. If you are not at least eighteen
(18) years old, you are prohibited from both accessing and using our Service.
By clicking on the “I Accept” button, completing the registration process, and/or browsing the
Service, you represent that (1) you have read, understood and agree to be bound by these Terms,
(2) you are of a legal age to form a binding contract with Floro, and (3) you have the authority to
enter into the Terms personally or on behalf of the company you have named as the user, and to
bind that company to these Terms.
If you do not agree with (or cannot comply with) these Terms, then you may not use the Service,
but please let us know by emailing at support@floro.io so we can try to find a solution.
These Terms apply to all visitors, users and others who wish to access or use Service.
NOTICE OF AUTO-RENEWAL: If you purchase a subscription through the Service for an
initial period (such as a monthly or annual subscription), then these Terms of Service will
automatically renew for additional periods of the same duration as the initial period at Floro’s
then-current fee for such subscription, unless you opt-out of the auto-renewal in
accordance with these Terms of Service.
NOTICE OF ARBITRATION: Please be aware that Section 17 (Dispute Resolution) of these
Terms of Service contains provision governing how disputes that you and we have against
each other are resolved, including, without limitation, any disputes that arose or were
asserted prior to the effective date of these Terms of Service. In particular, it contains an
Arbitration Agreement which will, with limited exceptions, require disputes between us to
be submitted to binding and final arbitration. Unless you opt out of the Arbitration
Agreement: (1) you will only be permitted to pursue dispute or claims against us on an
individual basis, not as a plaintiff or a class member in any class or representative action or
proceedings; and (2) you are waiving your right to pursue disputes or claims and seek relief
in a court of law and to have a jury trial.
Separately, our Privacy Policy explains how we collect, safeguard and disclose information that
results from your use of our Service. Please read it here at
https://floro.io/privacy.
Thank you for being responsible.
2. Amendments to Terms
PLEASE NOTE THAT THESE TERMS ARE SUBJECT TO CHANGE BY FLORO IN ITS SOLE
DISCRETION AT ANY TIME. When changes are made, Floro will make a new copy of the Terms
available at the Website. We will also update the “Last Updated” date at the top of the Terms of Service.
If we make any material changes, and you have registered with us to create an Account
(as defined below), we will also send an e-mail to you at the last e-mail address you provided to
us. Any changes to the Terms will be effective immediately for new users of the Service and will
be effective thirty (30) days after posting notice of such changes on the Website for users with an
Account. If you do not agree to any change(s) after receiving a notice of such change(s), you shall
stop using the Service. Otherwise, your continued use of the Service constitutes your acceptance
of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN CURRENT TERMS.
3. Communications
By creating an Account on our Service, you agree to subscribe to newsletters, marketing or
promotional materials and other information we may send related to the Service. However, you
may opt out of receiving any, or all, of these communications from us by following the unsubscribe
link or by emailing us at support@floro.io.
4. Use of the Service
Subject to these Terms, Floro grants you a limited license to use the Service solely for your personal
or internal business purposes. We reserve the right to withdraw or amend our Service, and any
service or material we provide via the Service, in our sole discretion without notice. We will not be
liable if for any reason all or any part of the Service is unavailable at any time or for any period.
From time to time, we may restrict access to some parts of the Service, or the entire Service, to
users, including registered users.
The rights granted to you to use the Service are subject to the following restrictions: (a) you shall
not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially
exploit the Service, including the Website; (b) you shall not frame or utilize framing techniques to
enclose any trademark, logo, or other Floro materials (including images, text, page layout or form);
(c) you shall not use any metatags or other “hidden text” using Floro's name or trademarks; (d) you
shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile,
reverse compile or reverse engineer any part of the Service, except to the extent the foregoing
restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or
automated software, devices or other processes (including but not limited to spiders, robots,
scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any
web pages contained in the Website (except that we grant the operators of public search engines
revocable permission to use spiders to copy materials from the Website for the sole purpose of and
solely to the extent necessary for creating publicly available searchable indices of the materials,
but not caches or archives of such materials); (f) except as expressly stated herein, no part of the
Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or
transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright
notices or other proprietary markings contained on or in the Service.
Any unauthorized use of the Service terminates the licenses granted by Floro pursuant to these
Terms.
5. Fees
You agree to pay all fees or charges to your Account (“Fees”) in accordance with the fees, charges
and billing terms in effect at the time a Fee is due and payable. In order to make a payment, you
may be asked to supply certain information, including, without limitation, information to facilitate
ACH transfers, your credit card number, the expiration date of your credit card, and your billing
address. You represent and warrant that: (i) you have the legal right to use any credit card(s) or
other payment method(s) in connection with any purchase; and that (ii) the information you supply
to us is true, correct and complete.
By providing Floro with your credit card number or PayPal account and associated payment
information, you agree that Floro is authorized to immediately invoice your Account for all Fees due
and payable to Floro hereunder and that no additional notice or consent is required. We may
employ the use of third party services for the purpose of facilitating payment and the completion of
your purchases. By submitting your information, you grant us the right to provide the information to
these third parties subject to our Privacy Policy. Your agreement with your payment provider (such
as PayPal or credit card issuer) (“Payment Provider”) governs your use of the designated credit
card or PayPal account, and you must refer to that agreement, not these Terms of Service, to
determine your rights and liabilities.
We reserve the right to refuse or cancel your order at any time for reasons including, but not limited
to, product or service availability, errors in the description or price of the product or service, error
in your order or other reasons. We reserve the right to refuse or cancel your order if fraud or an
unauthorized or illegal transaction is suspected.
Except as required by law or stated otherwise in these Terms of Service, all Fees for the Service
are non-refundable.
6. Auto-renewal
Once you have purchased a Subscription, your Subscription will continue indefinitely until
terminated in accordance with these Terms of Service and you will be charged the Floro’s then
current Subscription Fee at the commencement of each Billing Cycle.
You may cancel your Subscription renewal either through your online account management page
or by contacting our customer support team at support@floro.io prior to the end of the
then-current Billing Cycle. If you cancel your Subscription, you may use your Subscription until the
end of the current Billing Cycle and your Subscription will not be renewed after the then-current
Billing Cycle ends. However, you will not be eligible for a prorated refund of any portion of the
Subscription Fee paid for the then-current Billing Cycle.
If your Subscription Fee is determined based on the number of users that use the Service through
or in connection with your Account, and you increase the number of users during a Billing Cycle,
your Fee will be increased pro rata to reflect the increase in users for the remainder of the Billing
Cycle. Any downgrade in the number of seats in your account will result in the new rate being
charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles.
Any overages (which occur when your actual usage exceeds the number of seats you’ve
purchased) will be invoiced monthly.
By submitting your payment information, you authorize us to charge you or your Payment Provider
for all Subscription Fees incurred through your Account at the beginning of each Billing Cycle.
Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating
that you must proceed manually, within a certain deadline date, with the full payment corresponding
to the Billing Cycle as indicated on the invoice. If Floro does not receive payment from you, (a) you
agree to pay all amounts due on your Account upon demand and/or (b) you agree that Floro may
either terminate or suspend your Subscription and continue to attempt to charge you or your
Payment Provider until payment is received (upon receipt of payment, your Account will be
activated and for purposes of automatic renewal, your new subscription commitment period will
begin as of the day payment was received).
Any free trial or other promotion to the Service must be used within the specified time of the trial.
At the end of the trial period, your use of that Service will expire and any further use of the Service
is prohibited unless you pay the applicable Subscription Fee. If you are inadvertently charged for
a Subscription, please contact Floro to have the charges reversed.
7. Fee Changes
We may, in our sole discretion and at any time, modify the Fees. Any Fee change will become
effective at the end of the then-current Billing Cycle.
We will provide you with a reasonable prior notice of any change in Fees to give you an opportunity
to terminate your Subscription before such change becomes effective.
Your continued use of the Service after the change in Fees comes into effect constitutes your
agreement to pay the modified Fee amount.
8. Taxes
The payments required under these Terms of Service do not include any Sales Tax that may be
due in connection with the Service provided by us. If Floro determines it has a legal obligation to
collect a Sales Tax from you in connection with these Terms of Service, Floro shall collect such
Sales Tax in addition to the payments required under these Terms of Service. If any Service or
payments for any Service under these Terms of Service under are subject to any Sales Tax in any
jurisdiction and you have not remitted the applicable Sales Tax to Floro, you will be responsible for
the payment of such Sales Tax and any related penalties or interest to the relevant tax authority,
and you will indemnify Floro for any liability or expense Floro may incur in connection with such
Sales Taxes. Upon Floro’s request, you will provide it with official receipts issued by the appropriate
taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of
this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales
proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction
does not otherwise impose a sales or use tax.
9. Content
You retain any and all of your rights to any information, text, graphics or other material (“Content”)
you submit on or through the Service and you are responsible for protecting those rights. We take
no responsibility and assume no liability for Content you or any third party posts on or through the
Service.
In addition, Content found on or through the Service are the property of Floro or used with
permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said
Content, whether in whole or in part, for commercial purposes or for personal gain, without express
advance written permission from us.
10. Publicity
Unless otherwise specified, Floro may use Customer’s name, logo and marks to identify Customer
as a Floro customer or user on Floro’s website and other marketing materials.
11. Prohibited Uses
You may use the Service only for lawful purposes and in accordance with Terms. You agree not to
use the Service:
(a) in any way that violates any applicable national or international law or regulation;
(b) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way
by exposing them to inappropriate content or otherwise;
(c) to transmit, or procure the sending of, any advertising or promotional material, including
any “junk mail”, “chain letter,” “spam,” or any other similar solicitation;
(d) to impersonate or attempt to impersonate Floro, a Floro employee, another user, or any
other person or entity;
(e) in any way that infringes upon the rights of others, or in any way is illegal, threatening,
fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful
purpose or activity; or
(f) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of
Service, or which, as determined by us, may harm or offend Floro or users of the Service
or expose them to liability.
Additionally, you agree not to:
(a) use the Service in any manner that could disable, overburden, damage, or impair the
Service or interfere with any other party’s use of the Service, including their ability to
engage in real time activities through the Service;
(b) use any robot, spider, or other automatic device, process, or means to access the Service
for any purpose, including monitoring or copying any of the material on the Service;
(c) use any manual process to monitor or copy any of the material on the Service or for any
other unauthorized purpose without our prior written consent;
(d) use any device, software, or routine that interferes with the proper working of Service;
(e) introduce any viruses, trojan horses, worms, logic bombs, or other material which is
malicious or technologically harmful;
(f) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of
Service, the server on which Service is stored, or any server, computer, or database
connected to Service;
(g) attack Service via a denial-of-service attack or a distributed denial-of-service attack; or
(h) otherwise attempt to interfere with the proper working of Service.
12. Account
When you create an account with us (“Account”), you guarantee that you are above the age of 18,
and that the information you provide us is accurate, complete, and current at all times. Inaccurate,
incomplete, or obsolete information may result in the immediate termination of your account on the
Service. You agree not to create an Account using a false identity or information, or on behalf of
someone other than yourself.
You may only have one individual user per Account. You must not share your Account or password
with anyone and you remain solely responsible for maintaining the confidentiality of your Account
and password, including but not limited to the restriction of access to your computer and/or Account.
You agree to accept responsibility for any and all activities or actions that occur under your Account
and/or password, whether your password is with our Service or a third-party service. You must
notify us immediately upon becoming aware of any breach of security or unauthorized use of your
Account and you must exit from your Account at the end of each session.
You may not use as a username the name of another person or entity or that is not lawfully available
for use, a name or trademark that is subject to any rights of another person or entity other than you,
without appropriate authorization. You may not use as a username any name that is offensive,
vulgar or obscene.
We reserve the right to refuse service, terminate Accounts, remove or edit content, access the
Services (including workspaces and any data or files contained therein or otherwise on the
Services) without advance notice to help troubleshoot issues reported or identified about the
Services, or cancel orders in our sole discretion. You agree not to create an Account or use the
Service if you have been previously removed by Floro, or if you have been previously banned from
any other services provided by Floro.
13. Intellectual Property
Some areas of the Service allow Users to submit, post, display, provide, or otherwise make available
content such as profile information, videos, images, music, comments, questions, and other content or
information (any such materials a User submits, posts, displays, provides, or otherwise makes available
on the Service is referred to as “User Content”).WE CLAIM NO OWNERSHIP RIGHTS OVER USER CONTENT
CREATED BY YOU. THE USER CONTENT YOU CREATE REMAINS YOURS. However, you understand that
certain portions of the Service may allow other Users to view, edit, share, and/or otherwise interact with
your User Content. By providing or sharing User Content through the Service, you agree to allow others to
view, edit, share, and/or interact with your User Content in accordance with your settings and this Agreement.
Floro has the right (but not the obligation) in its sole discretion to remove any User Content that is posted on
the Service. You hereby grant each User of the Service a non-exclusive license to access your User Content
through the Service, and to use, reproduce, distribute, and display such User Content as permitted through
the functionality of the Service and under this Agreement.For the purposes of this Agreement, “Intellectual
Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity,
trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property
rights as may now exist or hereafter come into existence, and all applications therefore and registrations,
renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.In connection
with your User Content, you affirm, represent and warrant the following: Floro takes no responsibility and
assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise
makes available over the Service. You shall be solely responsible for your User Content and the consequences of
posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only
acting as a passive conduit for your online distribution and publication of your User Content. You agree that Floro
shall not be liable for any damages you allege to incur as a result of or relating to any User Content. If you delete
User Content, we’ll use reasonable efforts to remove it from public view (or in the case of a private website, from
view by the authorized visitors) on the Service, but you acknowledge that cached versions of the User Content or
references to the User Content may not be immediately unavailable.
14. Copyright Policy
We respect the intellectual property rights of others. It is our policy to: (a) respond to any claim that
Content posted on the Service infringes on the copyright or other intellectual property rights
(“Infringement”) of any person or entity; and (b) to terminate the Accounts of any user who
repeatedly infringes copyright, upon prompt notification to Floro by the copyright owner or the
copyright owner’s legal agent.
Without limiting the foregoing, if you believe that your work has been copied and posted on the
Service in a way that constitutes copyright infringement, please provide our Copyright Agent with
the following information: (a) an electronic or physical signature of the person authorized to act on
behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim
has been infringed; (c) a description of the location on the Service of the material that you claim is
infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you
that you have a good faith belief that the disputed use is not authorized by the copyright owner, its
agent or the law; and (f) a statement by you, made under penalty of perjury, that the above
information in your notice is accurate and that you are the copyright owner or authorized to act on
the copyright owner’s behalf. Contact information for Floro’s Copyright Agent for notice of claims
of copyright infringement is as follows: Jamie Sunderland, 4287 26th St., San Francisco CA, 94131.
15. Links to other Web Sites
Our Service may contain links to third party websites or services that are not owned or controlled
by Floro. Floro has no control over, and assumes no responsibility for the content, privacy policies,
or practices of any third party web sites or services. We do not warrant the offerings of any of these
entities/individuals or their websites.
YOU ACKNOWLEDGE AND AGREE THAT FLORO 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,
GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES
OR SERVICES. WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND
PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.
16. Disclaimer of Warranty
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THESE SERVICES ARE PROVIDED BY FLORO ON AN “AS IS” AND “AS
AVAILABLE” BASIS. FLORO EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE
SERVICES, CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR
SOLE RISK.
NEITHER FLORO NOR ANY PERSON ASSOCIATED WITH FLORO MAKES ANY WARRANTY OR
REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY,
QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE
FOREGOING, NEITHER FLORO NOR ANYONE ASSOCIATED WITH FLORO REPRESENTS OR
WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS
OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR
UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT NO DATA WILL BE LOST,
THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR
ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR
EXPECTATIONS.
17. Limitation of Liability
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN
NO EVENT SHALL FLORO BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA,
INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, IN EACH CASE
WHETHER OR NOT FLORO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY COMMUNICATIONS
WITH FLORO, ON ANY THEORY OF LIABILITY, RESULTING FROM: (A) THE USE OR INABILITY
TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES
PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED
INTO THROUGH THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF
YOUR TRANSMISSIONS OR DATA; (D) ANY OTHER MATTER RELATED TO THE FLORO
SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. TO THE FULLEST
EXTENT PROVIDED BY LAW, FLORO WILL NOT BE LIABLE TO YOU FOR MORE THAN THE
GREATER OF (a) THE TOTAL AMOUNT PAID TO FLORO BY YOU DURING THE SIX MONTH
PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH
LIABILITY; (B) $100; OR (C) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER
WHICH SUCH CLAIM ARISES.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF FLORO
FOR (i) DEATH OR PERSONAL INJURY CAUSED BY FLORO'S NEGLIGENCE; OR FOR (ii) ANY
INJURY CAUSED BY FLORO'S FRAUD OR FRAUDULENT MISREPRESENTATION.
18. Dispute Resolution
Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully.
It requires U.S. users to arbitrate disputes with Floro and limits the manner in which you can seek
relief from us.
(a) Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for
relief relating in any way to your access or use of the Service, to any products sold or
distributed through the Service, or to any aspect of your relationship with Floro, will be
resolved by binding arbitration, rather than in court, except that (a) you may assert claims
or seek relief in small claims court if your claims qualify; and (b) you or Floro may seek
equitable relief in court for infringement or other misuse of intellectual property rights (such
as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This
Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests
for relief that arose or were asserted before the effective date of this Agreement or any
prior version of this Agreement.
(b) Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and
enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must
send a letter requesting arbitration and describing your dispute or claim or request for relief
to our registered agent CT Corporation System, 67 Burnside Avenue, East Hartford,
CT 06108-3408. The arbitration will be conducted by JAMS, an established alternative
dispute resolution provider. Disputes involving claims, counterclaims, or request for relief
under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s
most current version of the Streamlined Arbitration Rules and procedures available at
http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject
to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures,
available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are
also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not
available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator
finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees
and cannot obtain a waiver from JAMS, Floro will pay them for you. In addition, Floro will
reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes,
claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the
claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written
submissions, or in person in the country where you live or at another mutually agreed
location. Any judgment on the award rendered by the arbitrator may be entered in any
court of competent jurisdiction.
(c) Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the
scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related
to the interpretation, applicability, enforceability or formation of this Arbitration Agreement
including, but not limited to, any assertion that all or any part of this Arbitration Agreement
is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and
Floro. The arbitration proceeding will not be consolidated with any other matters or joined
with any other cases or parties. The arbitrator shall have the authority to grant motions
dispositive of all or part of any claim. The arbitrator shall have the authority to award
monetary damages and to grant any non-monetary remedy or relief available to an
individual under applicable law, the arbitral forum’s rules, and the Agreement (including the
Arbitration Agreement). The arbitrator shall issue a written award and statement of decision
describing the essential findings and conclusions on which the award is based, including
the calculation of any damages awarded. The arbitrator has the same authority to award
relief on an individual basis that a judge in a court of law would have. The award of the
arbitrator is final and binding upon you and us.
(d) Waiver of Jury Trial. YOU AND FLORO HEREBY WAIVE ANY CONSTITUTIONAL AND
STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE
OR A JURY. You and Floro are instead electing that all disputes, claims, or requests for
relief shall be resolved by arbitration under this Arbitration Agreement, except as specified
in Section 18(a)(Application of Arbitration Agreement) above. An arbitrator can award on
an individual basis the same damages and relief as a court and must follow this Agreement
as a court would. However, there is no judge or jury in arbitration, and court review of an
arbitration award is subject to very limited review.
(e) Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND
REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT
MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR
COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF
MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR
CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision
is issued stating that applicable law precludes enforcement of any of this section’s
limitations as to a given dispute, claim, or request for relief, then such aspect must be
severed from the arbitration and brought into the State or Federal Courts located in the
State of California. All other disputes, claims, or requests for relief shall be arbitrated.
(f) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration
Agreement by sending written notice of your decision to opt out to:
support@floro.io, within thirty (30) days after first becoming subject to this
Arbitration Agreement. Your notice must include your name and address, your Floro
username (if any), the email address you used to set up your Floro account (if you have
one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.
If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue
to apply to you. Opting out of this Arbitration Agreement has no effect on any other
arbitration agreements that you may currently have, or may enter in the future, with us.
(g) Severability. Except as provided in Section 18(e) (Waiver of Class or Other NonIndividualized Relief),
if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable,
then such specific part or parts shall be of no force and effect and shall be severed and the remainder
of the Arbitration Agreement shall continue in full force and effect.
(h) Survival of Agreement. This Arbitration Agreement will survive the termination of your
relationship with Floro.
(i) Modification. Notwithstanding any provision in this Agreement to the contrary, we agree
that if Floro makes any future material change to this Arbitration Agreement, you may reject
that change within thirty (30) days of such change becoming effective by writing to Floro at
the following address: support@floro.io.
19. Termination
We may terminate or suspend your account and bar access to the Service immediately, without
prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation,
including but not limited to a breach of Terms.
If you want to terminate the Service provided by Floro, you may do so by (a) notifying Floro at any
time and (b) closing your Account for all of the Service that you use. IF YOU HAVE PURCHASED
A SUBSCRIPTION, THE SERVICE WILL CONTINUE AT THE END OF EACH BILLING CYCLE
UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE
SET FORTH IN THESE TERMS.
All provisions of Terms which by their nature should survive termination shall survive termination,
including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations
of liability.
20. General
(a) Governing Law. These Terms shall be governed and construed in accordance with the
laws of State of California without regard to its conflict of law provisions.
(b) Waiver. Our failure to enforce any right or provision of these Terms will not be considered
a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a
court, the remaining provisions of these Terms will remain in effect.
(c) Entire Agreement. These Terms constitute the entire agreement between us regarding
our Service and supersede and replace any prior agreements we might have had between us
regarding the Service.
(d) Severability. If any provision of Terms is held by a court or other tribunal of competent
jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated
or limited to the minimum extent such that the remaining provisions of Terms will continue in full
force and effect.
(e) Export Control. You may not use, export, import, or transfer the Service except as
authorized by U.S. law, the laws of the jurisdiction in which you obtained access to the Service,
and any other applicable laws. In particular, but without limitation, the Service may not be exported
or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S.
Treasury Department’s list of Specially Designated Nationals or the U.S. Department of
Commerce’s Denied Person’s List or Entity List. By using the Service, you represent and warrant
that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has
been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not
listed on any U.S. Government list of prohibited or restricted parties. You also will not use the
Service for any purpose prohibited by U.S. law, including the development, design, manufacture or
production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that
products, services or technology provided by Floro may be subject to the export control laws and
regulations of the United States. You shall comply with these laws and regulations and shall not,
without prior U.S. government authorization, export, re-export, or transfer Floro’s products, services
or technology, either directly or indirectly, to any country in violation of such laws and regulations.
(f) Consumer Complaints. In accordance with California Civil Code §1789.3, you may report
complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N
112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
(g) Force Majeure. Floro shall not be liable for any delay or failure to perform resulting from
causes outside its reasonable control, including, but not limited to, acts of God, pandemics,
epidemics, quarantine or other government order, war, terrorism, riots, embargos, acts of civil or
military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel,
energy, labor or materials.
(h) Electronic Communications. The communications between you and Floro may take
place via electronic means, whether you visit the Website or send Floro e-mails, or whether Floro
posts notices on the Service or communicates with you via e-mail. For contractual purposes, you
(a) consent to receive communications from Floro in an electronic form; and (b) agree that all terms
and conditions, agreements, notices, disclosures, and other communications that Floro provides to
you electronically satisfy any legal requirement that such communications would satisfy if it were
to be in writing. The foregoing does not affect your statutory rights, including but not limited to the
Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
21. Contact Us
Please send your feedback, comments, or requests for technical support:
By email: support@floro.io.
By chatting us on our website: https://floro.io
Last Updated: February 20, 2024
1. introduction
Welcome to Floro (from Cheqout Payments Inc.) (“Floro”, "Cheqout", “we”, “our”, “us”)!
As you have just clicked to our Terms of Service, please pause and carefully read the following pages.
It will take you approximately 20 minutes.
These Terms of Service (“Terms”, “Terms of Service”, or “Agreement”) constitute our
agreement with you and govern your use of our website located at floro.io and any other
websites operated by us or our affiliates (collectively the “Service”). The Service is intended only
for access and use by individuals at least eighteen (18) years old. If you are not at least eighteen
(18) years old, you are prohibited from both accessing and using our Service.
By clicking on the “I Accept” button, completing the registration process, and/or browsing the
Service, you represent that (1) you have read, understood and agree to be bound by these Terms,
(2) you are of a legal age to form a binding contract with Floro, and (3) you have the authority to
enter into the Terms personally or on behalf of the company you have named as the user, and to
bind that company to these Terms.
If you do not agree with (or cannot comply with) these Terms, then you may not use the Service,
but please let us know by emailing at support@floro.io so we can try to find a solution.
These Terms apply to all visitors, users and others who wish to access or use Service.
NOTICE OF AUTO-RENEWAL: If you purchase a subscription through the Service for an
initial period (such as a monthly or annual subscription), then these Terms of Service will
automatically renew for additional periods of the same duration as the initial period at Floro’s
then-current fee for such subscription, unless you opt-out of the auto-renewal in
accordance with these Terms of Service.
NOTICE OF ARBITRATION: Please be aware that Section 17 (Dispute Resolution) of these
Terms of Service contains provision governing how disputes that you and we have against
each other are resolved, including, without limitation, any disputes that arose or were
asserted prior to the effective date of these Terms of Service. In particular, it contains an
Arbitration Agreement which will, with limited exceptions, require disputes between us to
be submitted to binding and final arbitration. Unless you opt out of the Arbitration
Agreement: (1) you will only be permitted to pursue dispute or claims against us on an
individual basis, not as a plaintiff or a class member in any class or representative action or
proceedings; and (2) you are waiving your right to pursue disputes or claims and seek relief
in a court of law and to have a jury trial.
Separately, our Privacy Policy explains how we collect, safeguard and disclose information that
results from your use of our Service. Please read it here at
https://floro.io/privacy.
Thank you for being responsible.
2. Amendments to Terms
PLEASE NOTE THAT THESE TERMS ARE SUBJECT TO CHANGE BY FLORO IN ITS SOLE
DISCRETION AT ANY TIME. When changes are made, Floro will make a new copy of the Terms
available at the Website. We will also update the “Last Updated” date at the top of the Terms of Service.
If we make any material changes, and you have registered with us to create an Account
(as defined below), we will also send an e-mail to you at the last e-mail address you provided to
us. Any changes to the Terms will be effective immediately for new users of the Service and will
be effective thirty (30) days after posting notice of such changes on the Website for users with an
Account. If you do not agree to any change(s) after receiving a notice of such change(s), you shall
stop using the Service. Otherwise, your continued use of the Service constitutes your acceptance
of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN CURRENT TERMS.
3. Communications
By creating an Account on our Service, you agree to subscribe to newsletters, marketing or
promotional materials and other information we may send related to the Service. However, you
may opt out of receiving any, or all, of these communications from us by following the unsubscribe
link or by emailing us at support@floro.io.
4. Use of the Service
Subject to these Terms, Floro grants you a limited license to use the Service solely for your personal
or internal business purposes. We reserve the right to withdraw or amend our Service, and any
service or material we provide via the Service, in our sole discretion without notice. We will not be
liable if for any reason all or any part of the Service is unavailable at any time or for any period.
From time to time, we may restrict access to some parts of the Service, or the entire Service, to
users, including registered users.
The rights granted to you to use the Service are subject to the following restrictions: (a) you shall
not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially
exploit the Service, including the Website; (b) you shall not frame or utilize framing techniques to
enclose any trademark, logo, or other Floro materials (including images, text, page layout or form);
(c) you shall not use any metatags or other “hidden text” using Floro's name or trademarks; (d) you
shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile,
reverse compile or reverse engineer any part of the Service, except to the extent the foregoing
restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or
automated software, devices or other processes (including but not limited to spiders, robots,
scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any
web pages contained in the Website (except that we grant the operators of public search engines
revocable permission to use spiders to copy materials from the Website for the sole purpose of and
solely to the extent necessary for creating publicly available searchable indices of the materials,
but not caches or archives of such materials); (f) except as expressly stated herein, no part of the
Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or
transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright
notices or other proprietary markings contained on or in the Service.
Any unauthorized use of the Service terminates the licenses granted by Floro pursuant to these
Terms.
5. Fees
You agree to pay all fees or charges to your Account (“Fees”) in accordance with the fees, charges
and billing terms in effect at the time a Fee is due and payable. In order to make a payment, you
may be asked to supply certain information, including, without limitation, information to facilitate
ACH transfers, your credit card number, the expiration date of your credit card, and your billing
address. You represent and warrant that: (i) you have the legal right to use any credit card(s) or
other payment method(s) in connection with any purchase; and that (ii) the information you supply
to us is true, correct and complete.
By providing Floro with your credit card number or PayPal account and associated payment
information, you agree that Floro is authorized to immediately invoice your Account for all Fees due
and payable to Floro hereunder and that no additional notice or consent is required. We may
employ the use of third party services for the purpose of facilitating payment and the completion of
your purchases. By submitting your information, you grant us the right to provide the information to
these third parties subject to our Privacy Policy. Your agreement with your payment provider (such
as PayPal or credit card issuer) (“Payment Provider”) governs your use of the designated credit
card or PayPal account, and you must refer to that agreement, not these Terms of Service, to
determine your rights and liabilities.
We reserve the right to refuse or cancel your order at any time for reasons including, but not limited
to, product or service availability, errors in the description or price of the product or service, error
in your order or other reasons. We reserve the right to refuse or cancel your order if fraud or an
unauthorized or illegal transaction is suspected.
Except as required by law or stated otherwise in these Terms of Service, all Fees for the Service
are non-refundable.
6. Auto-renewal
Once you have purchased a Subscription, your Subscription will continue indefinitely until
terminated in accordance with these Terms of Service and you will be charged the Floro’s then
current Subscription Fee at the commencement of each Billing Cycle.
You may cancel your Subscription renewal either through your online account management page
or by contacting our customer support team at support@floro.io prior to the end of the
then-current Billing Cycle. If you cancel your Subscription, you may use your Subscription until the
end of the current Billing Cycle and your Subscription will not be renewed after the then-current
Billing Cycle ends. However, you will not be eligible for a prorated refund of any portion of the
Subscription Fee paid for the then-current Billing Cycle.
If your Subscription Fee is determined based on the number of users that use the Service through
or in connection with your Account, and you increase the number of users during a Billing Cycle,
your Fee will be increased pro rata to reflect the increase in users for the remainder of the Billing
Cycle. Any downgrade in the number of seats in your account will result in the new rate being
charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles.
Any overages (which occur when your actual usage exceeds the number of seats you’ve
purchased) will be invoiced monthly.
By submitting your payment information, you authorize us to charge you or your Payment Provider
for all Subscription Fees incurred through your Account at the beginning of each Billing Cycle.
Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating
that you must proceed manually, within a certain deadline date, with the full payment corresponding
to the Billing Cycle as indicated on the invoice. If Floro does not receive payment from you, (a) you
agree to pay all amounts due on your Account upon demand and/or (b) you agree that Floro may
either terminate or suspend your Subscription and continue to attempt to charge you or your
Payment Provider until payment is received (upon receipt of payment, your Account will be
activated and for purposes of automatic renewal, your new subscription commitment period will
begin as of the day payment was received).
Any free trial or other promotion to the Service must be used within the specified time of the trial.
At the end of the trial period, your use of that Service will expire and any further use of the Service
is prohibited unless you pay the applicable Subscription Fee. If you are inadvertently charged for
a Subscription, please contact Floro to have the charges reversed.
7. Fee Changes
We may, in our sole discretion and at any time, modify the Fees. Any Fee change will become
effective at the end of the then-current Billing Cycle.
We will provide you with a reasonable prior notice of any change in Fees to give you an opportunity
to terminate your Subscription before such change becomes effective.
Your continued use of the Service after the change in Fees comes into effect constitutes your
agreement to pay the modified Fee amount.
8. Taxes
The payments required under these Terms of Service do not include any Sales Tax that may be
due in connection with the Service provided by us. If Floro determines it has a legal obligation to
collect a Sales Tax from you in connection with these Terms of Service, Floro shall collect such
Sales Tax in addition to the payments required under these Terms of Service. If any Service or
payments for any Service under these Terms of Service under are subject to any Sales Tax in any
jurisdiction and you have not remitted the applicable Sales Tax to Floro, you will be responsible for
the payment of such Sales Tax and any related penalties or interest to the relevant tax authority,
and you will indemnify Floro for any liability or expense Floro may incur in connection with such
Sales Taxes. Upon Floro’s request, you will provide it with official receipts issued by the appropriate
taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of
this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales
proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction
does not otherwise impose a sales or use tax.
9. Content
You retain any and all of your rights to any information, text, graphics or other material (“Content”)
you submit on or through the Service and you are responsible for protecting those rights. We take
no responsibility and assume no liability for Content you or any third party posts on or through the
Service.
In addition, Content found on or through the Service are the property of Floro or used with
permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said
Content, whether in whole or in part, for commercial purposes or for personal gain, without express
advance written permission from us.
10. Publicity
Unless otherwise specified, Floro may use Customer’s name, logo and marks to identify Customer
as a Floro customer or user on Floro’s website and other marketing materials.
11. Prohibited Uses
You may use the Service only for lawful purposes and in accordance with Terms. You agree not to
use the Service:
(a) in any way that violates any applicable national or international law or regulation;
(b) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way
by exposing them to inappropriate content or otherwise;
(c) to transmit, or procure the sending of, any advertising or promotional material, including
any “junk mail”, “chain letter,” “spam,” or any other similar solicitation;
(d) to impersonate or attempt to impersonate Floro, a Floro employee, another user, or any
other person or entity;
(e) in any way that infringes upon the rights of others, or in any way is illegal, threatening,
fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful
purpose or activity; or
(f) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of
Service, or which, as determined by us, may harm or offend Floro or users of the Service
or expose them to liability.
Additionally, you agree not to:
(a) use the Service in any manner that could disable, overburden, damage, or impair the
Service or interfere with any other party’s use of the Service, including their ability to
engage in real time activities through the Service;
(b) use any robot, spider, or other automatic device, process, or means to access the Service
for any purpose, including monitoring or copying any of the material on the Service;
(c) use any manual process to monitor or copy any of the material on the Service or for any
other unauthorized purpose without our prior written consent;
(d) use any device, software, or routine that interferes with the proper working of Service;
(e) introduce any viruses, trojan horses, worms, logic bombs, or other material which is
malicious or technologically harmful;
(f) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of
Service, the server on which Service is stored, or any server, computer, or database
connected to Service;
(g) attack Service via a denial-of-service attack or a distributed denial-of-service attack; or
(h) otherwise attempt to interfere with the proper working of Service.
12. Account
When you create an account with us (“Account”), you guarantee that you are above the age of 18,
and that the information you provide us is accurate, complete, and current at all times. Inaccurate,
incomplete, or obsolete information may result in the immediate termination of your account on the
Service. You agree not to create an Account using a false identity or information, or on behalf of
someone other than yourself.
You may only have one individual user per Account. You must not share your Account or password
with anyone and you remain solely responsible for maintaining the confidentiality of your Account
and password, including but not limited to the restriction of access to your computer and/or Account.
You agree to accept responsibility for any and all activities or actions that occur under your Account
and/or password, whether your password is with our Service or a third-party service. You must
notify us immediately upon becoming aware of any breach of security or unauthorized use of your
Account and you must exit from your Account at the end of each session.
You may not use as a username the name of another person or entity or that is not lawfully available
for use, a name or trademark that is subject to any rights of another person or entity other than you,
without appropriate authorization. You may not use as a username any name that is offensive,
vulgar or obscene.
We reserve the right to refuse service, terminate Accounts, remove or edit content, access the
Services (including workspaces and any data or files contained therein or otherwise on the
Services) without advance notice to help troubleshoot issues reported or identified about the
Services, or cancel orders in our sole discretion. You agree not to create an Account or use the
Service if you have been previously removed by Floro, or if you have been previously banned from
any other services provided by Floro.
13. Intellectual Property
Some areas of the Service allow Users to submit, post, display, provide, or otherwise make available
content such as profile information, videos, images, music, comments, questions, and other content or
information (any such materials a User submits, posts, displays, provides, or otherwise makes available
on the Service is referred to as “User Content”).WE CLAIM NO OWNERSHIP RIGHTS OVER USER CONTENT
CREATED BY YOU. THE USER CONTENT YOU CREATE REMAINS YOURS. However, you understand that
certain portions of the Service may allow other Users to view, edit, share, and/or otherwise interact with
your User Content. By providing or sharing User Content through the Service, you agree to allow others to
view, edit, share, and/or interact with your User Content in accordance with your settings and this Agreement.
Floro has the right (but not the obligation) in its sole discretion to remove any User Content that is posted on
the Service. You hereby grant each User of the Service a non-exclusive license to access your User Content
through the Service, and to use, reproduce, distribute, and display such User Content as permitted through
the functionality of the Service and under this Agreement.For the purposes of this Agreement, “Intellectual
Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity,
trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property
rights as may now exist or hereafter come into existence, and all applications therefore and registrations,
renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.In connection
with your User Content, you affirm, represent and warrant the following: Floro takes no responsibility and
assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise
makes available over the Service. You shall be solely responsible for your User Content and the consequences of
posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only
acting as a passive conduit for your online distribution and publication of your User Content. You agree that Floro
shall not be liable for any damages you allege to incur as a result of or relating to any User Content. If you delete
User Content, we’ll use reasonable efforts to remove it from public view (or in the case of a private website, from
view by the authorized visitors) on the Service, but you acknowledge that cached versions of the User Content or
references to the User Content may not be immediately unavailable.
14. Copyright Policy
We respect the intellectual property rights of others. It is our policy to: (a) respond to any claim that
Content posted on the Service infringes on the copyright or other intellectual property rights
(“Infringement”) of any person or entity; and (b) to terminate the Accounts of any user who
repeatedly infringes copyright, upon prompt notification to Floro by the copyright owner or the
copyright owner’s legal agent.
Without limiting the foregoing, if you believe that your work has been copied and posted on the
Service in a way that constitutes copyright infringement, please provide our Copyright Agent with
the following information: (a) an electronic or physical signature of the person authorized to act on
behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim
has been infringed; (c) a description of the location on the Service of the material that you claim is
infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you
that you have a good faith belief that the disputed use is not authorized by the copyright owner, its
agent or the law; and (f) a statement by you, made under penalty of perjury, that the above
information in your notice is accurate and that you are the copyright owner or authorized to act on
the copyright owner’s behalf. Contact information for Floro’s Copyright Agent for notice of claims
of copyright infringement is as follows: Jamie Sunderland, 4287 26th St., San Francisco CA, 94131.
15. Links to other Web Sites
Our Service may contain links to third party websites or services that are not owned or controlled
by Floro. Floro has no control over, and assumes no responsibility for the content, privacy policies,
or practices of any third party web sites or services. We do not warrant the offerings of any of these
entities/individuals or their websites.
YOU ACKNOWLEDGE AND AGREE THAT FLORO 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,
GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES
OR SERVICES. WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND
PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.
16. Disclaimer of Warranty
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THESE SERVICES ARE PROVIDED BY FLORO ON AN “AS IS” AND “AS
AVAILABLE” BASIS. FLORO EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE
SERVICES, CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR
SOLE RISK.
NEITHER FLORO NOR ANY PERSON ASSOCIATED WITH FLORO MAKES ANY WARRANTY OR
REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY,
QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE
FOREGOING, NEITHER FLORO NOR ANYONE ASSOCIATED WITH FLORO REPRESENTS OR
WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS
OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR
UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT NO DATA WILL BE LOST,
THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR
ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR
EXPECTATIONS.
17. Limitation of Liability
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN
NO EVENT SHALL FLORO BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA,
INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, IN EACH CASE
WHETHER OR NOT FLORO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY COMMUNICATIONS
WITH FLORO, ON ANY THEORY OF LIABILITY, RESULTING FROM: (A) THE USE OR INABILITY
TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES
PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED
INTO THROUGH THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF
YOUR TRANSMISSIONS OR DATA; (D) ANY OTHER MATTER RELATED TO THE FLORO
SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. TO THE FULLEST
EXTENT PROVIDED BY LAW, FLORO WILL NOT BE LIABLE TO YOU FOR MORE THAN THE
GREATER OF (a) THE TOTAL AMOUNT PAID TO FLORO BY YOU DURING THE SIX MONTH
PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH
LIABILITY; (B) $100; OR (C) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER
WHICH SUCH CLAIM ARISES.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF FLORO
FOR (i) DEATH OR PERSONAL INJURY CAUSED BY FLORO'S NEGLIGENCE; OR FOR (ii) ANY
INJURY CAUSED BY FLORO'S FRAUD OR FRAUDULENT MISREPRESENTATION.
18. Dispute Resolution
Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully.
It requires U.S. users to arbitrate disputes with Floro and limits the manner in which you can seek
relief from us.
(a) Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for
relief relating in any way to your access or use of the Service, to any products sold or
distributed through the Service, or to any aspect of your relationship with Floro, will be
resolved by binding arbitration, rather than in court, except that (a) you may assert claims
or seek relief in small claims court if your claims qualify; and (b) you or Floro may seek
equitable relief in court for infringement or other misuse of intellectual property rights (such
as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This
Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests
for relief that arose or were asserted before the effective date of this Agreement or any
prior version of this Agreement.
(b) Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and
enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must
send a letter requesting arbitration and describing your dispute or claim or request for relief
to our registered agent CT Corporation System, 67 Burnside Avenue, East Hartford,
CT 06108-3408. The arbitration will be conducted by JAMS, an established alternative
dispute resolution provider. Disputes involving claims, counterclaims, or request for relief
under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s
most current version of the Streamlined Arbitration Rules and procedures available at
http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject
to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures,
available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are
also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not
available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator
finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees
and cannot obtain a waiver from JAMS, Floro will pay them for you. In addition, Floro will
reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes,
claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the
claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written
submissions, or in person in the country where you live or at another mutually agreed
location. Any judgment on the award rendered by the arbitrator may be entered in any
court of competent jurisdiction.
(c) Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the
scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related
to the interpretation, applicability, enforceability or formation of this Arbitration Agreement
including, but not limited to, any assertion that all or any part of this Arbitration Agreement
is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and
Floro. The arbitration proceeding will not be consolidated with any other matters or joined
with any other cases or parties. The arbitrator shall have the authority to grant motions
dispositive of all or part of any claim. The arbitrator shall have the authority to award
monetary damages and to grant any non-monetary remedy or relief available to an
individual under applicable law, the arbitral forum’s rules, and the Agreement (including the
Arbitration Agreement). The arbitrator shall issue a written award and statement of decision
describing the essential findings and conclusions on which the award is based, including
the calculation of any damages awarded. The arbitrator has the same authority to award
relief on an individual basis that a judge in a court of law would have. The award of the
arbitrator is final and binding upon you and us.
(d) Waiver of Jury Trial. YOU AND FLORO HEREBY WAIVE ANY CONSTITUTIONAL AND
STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE
OR A JURY. You and Floro are instead electing that all disputes, claims, or requests for
relief shall be resolved by arbitration under this Arbitration Agreement, except as specified
in Section 18(a)(Application of Arbitration Agreement) above. An arbitrator can award on
an individual basis the same damages and relief as a court and must follow this Agreement
as a court would. However, there is no judge or jury in arbitration, and court review of an
arbitration award is subject to very limited review.
(e) Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND
REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT
MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR
COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF
MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR
CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision
is issued stating that applicable law precludes enforcement of any of this section’s
limitations as to a given dispute, claim, or request for relief, then such aspect must be
severed from the arbitration and brought into the State or Federal Courts located in the
State of California. All other disputes, claims, or requests for relief shall be arbitrated.
(f) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration
Agreement by sending written notice of your decision to opt out to:
support@floro.io, within thirty (30) days after first becoming subject to this
Arbitration Agreement. Your notice must include your name and address, your Floro
username (if any), the email address you used to set up your Floro account (if you have
one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.
If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue
to apply to you. Opting out of this Arbitration Agreement has no effect on any other
arbitration agreements that you may currently have, or may enter in the future, with us.
(g) Severability. Except as provided in Section 18(e) (Waiver of Class or Other NonIndividualized Relief),
if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable,
then such specific part or parts shall be of no force and effect and shall be severed and the remainder
of the Arbitration Agreement shall continue in full force and effect.
(h) Survival of Agreement. This Arbitration Agreement will survive the termination of your
relationship with Floro.
(i) Modification. Notwithstanding any provision in this Agreement to the contrary, we agree
that if Floro makes any future material change to this Arbitration Agreement, you may reject
that change within thirty (30) days of such change becoming effective by writing to Floro at
the following address: support@floro.io.
19. Termination
We may terminate or suspend your account and bar access to the Service immediately, without
prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation,
including but not limited to a breach of Terms.
If you want to terminate the Service provided by Floro, you may do so by (a) notifying Floro at any
time and (b) closing your Account for all of the Service that you use. IF YOU HAVE PURCHASED
A SUBSCRIPTION, THE SERVICE WILL CONTINUE AT THE END OF EACH BILLING CYCLE
UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE
SET FORTH IN THESE TERMS.
All provisions of Terms which by their nature should survive termination shall survive termination,
including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations
of liability.
20. General
(a) Governing Law. These Terms shall be governed and construed in accordance with the
laws of State of California without regard to its conflict of law provisions.
(b) Waiver. Our failure to enforce any right or provision of these Terms will not be considered
a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a
court, the remaining provisions of these Terms will remain in effect.
(c) Entire Agreement. These Terms constitute the entire agreement between us regarding
our Service and supersede and replace any prior agreements we might have had between us
regarding the Service.
(d) Severability. If any provision of Terms is held by a court or other tribunal of competent
jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated
or limited to the minimum extent such that the remaining provisions of Terms will continue in full
force and effect.
(e) Export Control. You may not use, export, import, or transfer the Service except as
authorized by U.S. law, the laws of the jurisdiction in which you obtained access to the Service,
and any other applicable laws. In particular, but without limitation, the Service may not be exported
or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S.
Treasury Department’s list of Specially Designated Nationals or the U.S. Department of
Commerce’s Denied Person’s List or Entity List. By using the Service, you represent and warrant
that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has
been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not
listed on any U.S. Government list of prohibited or restricted parties. You also will not use the
Service for any purpose prohibited by U.S. law, including the development, design, manufacture or
production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that
products, services or technology provided by Floro may be subject to the export control laws and
regulations of the United States. You shall comply with these laws and regulations and shall not,
without prior U.S. government authorization, export, re-export, or transfer Floro’s products, services
or technology, either directly or indirectly, to any country in violation of such laws and regulations.
(f) Consumer Complaints. In accordance with California Civil Code §1789.3, you may report
complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N
112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
(g) Force Majeure. Floro shall not be liable for any delay or failure to perform resulting from
causes outside its reasonable control, including, but not limited to, acts of God, pandemics,
epidemics, quarantine or other government order, war, terrorism, riots, embargos, acts of civil or
military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel,
energy, labor or materials.
(h) Electronic Communications. The communications between you and Floro may take
place via electronic means, whether you visit the Website or send Floro e-mails, or whether Floro
posts notices on the Service or communicates with you via e-mail. For contractual purposes, you
(a) consent to receive communications from Floro in an electronic form; and (b) agree that all terms
and conditions, agreements, notices, disclosures, and other communications that Floro provides to
you electronically satisfy any legal requirement that such communications would satisfy if it were
to be in writing. The foregoing does not affect your statutory rights, including but not limited to the
Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
21. Contact Us
Please send your feedback, comments, or requests for technical support:
By email: support@floro.io.
By chatting us on our website: https://floro.io