Last updated: April 17th 2017
These Terms of Service (“Terms”) are a legally binding contract and govern your access to and use of the website and other services (collectively, "Services") provided by Matilda's Magnolias, Inc., a Delaware public benefit corporation ("Matilda's Magnolia's," “us”, “we”, or “our”). It is important that you carefully read and understand these Terms. By using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you should not use the Services.
Changes to these Terms or the Services
We reserve the right to change these Terms from time to time, in our sole discretion. In addition, we may change or stop providing the Services at any time. All changes are effective immediately. You agree that your continued use of the Services following such changes constitutes your acceptance of such changes to these Terms.
Registration and Your Account
You will need to sign up for a user account to use some of our Services. Any use by anyone under the age of 13 is prohibited. You agree that the information that you provide us during registration is accurate, complete and current and that you will update your information with us to keep it accurate, complete and current. You are solely responsible for your account and all activity associated with your account, including maintaining the confidentiality of your password. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
If you purchase any products or services ("Products") through our Services, you agree to pay all applicable fees and taxes. Products sold through the Services may be offered by Matilda's Magnolias or other third parties. The availability of any Product does not imply our endorsement of the Products. You authorize us to store your payment information to facilitate easy payment for future purchases. By providing your payment information, you represent, warrant and covenant that you are legally authorized to initiate payments using such information.
In the case of any late payments, we reserve the right to charge a late fee on all past due payments equal to 5% per month on the unpaid balance. You will be responsible for all collection costs, attorney fees, and court costs incurred in the collection of past due amounts.
We strive for accurate providing of the Products sold through the Services. However, occasional errors or mistakes may cause inaccurate prices to appear. We have the right to void any purchases that display an incorrect price.
We do not represent, warrant or guarantee that Product descriptions provided through the Services are accurate, complete, reliable, current or error-free.
We reserve the right to cancel any order you place through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting you at the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
If you contact us to claim that your Products were not delivered, we require at least 24 hours to investigate and determine the status of your order. In many cases, a delivery was attempted, but either the recipient was not available and no one was able to accept the delivery. In this event, we will leave your order in a safe place outside the front door of the delivery address and contact you via e-mail to let you know where your order has been left. If we determine that no delivery was made, we will, in our sole discretion, provide you with a refund for your order or deliver your order on the next business day.
If you receive your order and have questions regarding the quality of the Products, please contact us immediately at firstname.lastname@example.org, but in any event, within 48 hours of receiving your order. In our discretion, we may replace the Products. In most cases, our Products are perishable and it is your responsibility to follow any care instructions that we provide along with your order.
Matilda's Magnolias offers weekly subscriptions that automatically renew ("Subscriptions"). When you purchase a Subscription, you will designate a weekly delivery day and we will notify you via e-mail each week to confirm delivery.
Subscriptions. By purchasing a Matilda’s Magnolias subscription. You agree and acknowledge that your subscription has an initial and recurring payment charge of the then agreed value per week. You accept responsibility for any recurring charges prior to cancellation and any charges processed by Matilda’s Magnolias after the expiration date of your payment card
You agree that Matilda’s Magnolias may submit periodic weekly charges to your chosen payment method without further authorization from you until you provide notice that you wish to cancel your subscription. If you change your chosen payment method then the weekly subscription charge will go to your new payment method.
MATILDA’S MAGNOLIAS CANCELLATION POLICY
You can cancel your subscription at any time. However, we ask that you give us 48 hours notice before your next scheduled delivery. If we do not receive 48 hours notice before your scheduled delivery we reserve the right to charge your chosen payment method for that week and deliver your Matilda’s Magnolias flower box to you as usual.
There are two ways to cancel your subscription.
- Email us at email@example.com
- Call us 650.731.3012
If you have provided 48 hours notice your cancellation will be effective immediately. If you have given less than 48 hours notice your cancellation will be effective from the following week.
You can rearrange your Matilda’s Magnolias flower box delivery at any time. To do this LOGIN to your profile or email us at firstname.lastname@example.org and we will do it for you. If you give 48 hours notice of a delivery change (i.e. stop a week’s delivery) we will not charge your chosen method of payment. If this time frame lapses we will be unable to change the delivery for that week, and we will deliver your flower box to you as scheduled and your chosen payment method will be charged as usual.
Your Use of the Services
The Services are provided for your personal use only and not for any for-profit or commercial activities, except as expressly permitted in these Terms. No Matilda's Magnolia's materials or property may be copied, reproduced, displayed, republished, downloaded, posted, digitized, translated, modified, transmitted, distributed, or commercially exploited in any way, except as expressly permitted in these Terms. You are prohibited from any use of data mining, robots, or any other data gathering and extraction tools in your use of the Services.
You are permitted to view and print a reasonable number of copies of content from the Services for your own personal use, but not for any for-profit or commercial purpose or for resale; provided that: (a) you retain all trademark, copyright, and other proprietary notices contained in the original materials; (b) you provide attribution to Matilda's Magnolias; (c) the material is printed in its entirety without modification, reformatting, or adaptation of any kind; and (d) any such copies are subject to the terms and conditions of these Terms and remain the property of Matilda's Magnolias. You understand and agree that you may not authorize any content to be reproduced, modified, displayed, performed, transferred, distributed, or otherwise used by any third party, and you agree that you will take all necessary steps to prevent any unauthorized reproduction or other use of the content. Failure to abide by these conditions will immediately terminate this limited permission and may result in the infringement of the copyrights and/or trademarks and other proprietary or intellectual property rights of Matilda's Magnolias or others.
The rights granted to you constitute a limited license and not a transfer of title. All right, title, and interest in and to the Services are and will remain the exclusive property of Matilda's Magnolias and its affiliates. The Services are protected by copyright, trademark, other laws of the United States, and possibly by jurisdictions outside of the United States. Nothing in these Terms gives you a right to use the intellectual property of Matilda's Magnolias, including but not limited to our name or any of our trademarks, logos, domain names, other distinctive brand features, or copyrights.
Subject to these Terms, Matilda's Magnolias grants you a limited, non-exclusive, non-transferable, and revocable license to use the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Matilda's Magnolia's, in the manner permitted by these Terms.
By using the Services you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive, or otherwise harmful or objectionable. We provide no guarantees regarding the content posted by other users or third parties. Under no circumstances will we be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or for any losses or damages of any kind incurred as a result of the use of any content.
You agree to use the Services only for lawful purposes and in a manner that does not infringe the rights of, or restrict the use and enjoyment of the Services by us, other users of the Services and/or any third party. Such restriction includes conduct which is unlawful, or which may, in our sole opinion, harass or cause distress or inconvenience to any person and the transmission of obscene, defamatory, or offensive content, or result in any disruption, within the Services.
You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, our computer systems, or the technical delivery systems of our providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Matilda's Magnolias; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of User Content in such a manner as to interfere with or create an undue burden on the Services.
The Services allow you to post content, creative ideas, suggestions, proposals, plans or other materials, whether online, by e-mail or postal mail. Anything that you post or otherwise make available to us or on the Services is referred to as "User Content." By choosing to provide User Content, you acknowledge and agree that such User Content may be viewed by the general public and will not be treated as private, proprietary, or confidential. You retain all rights in, and are solely responsible for, the User Content you post to the Service.
You grant Matilda's Magnolias and its affiliates, licensees and sublicensees a perpetual, non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, display, reproduce, re-post, modify, create derivative works, perform, and distribute your User Content in any and all media or distribution methods (whether now known or later created) without any further consent, notice, or compensation to you. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral or other rights that you may claim to have in any User Content posted or provided by you.
By submitting User Content, you represent and warrant that such User Content is your own original work, is submitted with the express permission of the owner, or is in the public domain and that you have the right to make the User Content available to us for all of the purposes contemplated in these Terms. You further represent and warrant that such User Content is not defamatory and does not infringe any law or the intellectual property or other proprietary rights of any third party. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any User Content.
You agree that you will not post User Content that violates or encourages any conduct that violates laws or regulations. We reserve the right to remove or modify User Content for any reason, including but not limited to User Content that we believe, in our sole discretion, violates these Terms or our policies.
Following termination or deactivation of your account, or if you remove any User Content from the Service, we may retain your User Content for backup, archival, or audit purposes. Furthermore, Matilda's Magnolias and its affiliates, licensees, and sublicensees and other users of the Services may retain and continue to use, store, display, reproduce, modify, create derivative works of, perform, or distribute any of your User Content that have been stored or shared through the Service.
Copyright and Intellectual Property Policy
We respect the intellectual property rights of others and expect users of the Services to do the same. We will respond to notices of alleged intellectual property infringement, including but not limited to copyright infringement, that comply with applicable law and are properly provided to us. If you believe that your content has been copied in a way that constitutes copyright infringement, please submit a claim regarding Copyright Infringement to:
Matilda's Magnolias, Inc.
411 Parrott Drive, San Mateo. CA. 94402
Attn: Copyright Agent
The Services may contain links to third party websites, advertisers, services, or other content that are not owned or controlled by Matilda's Magnolias. We do not endorse or assume any responsibility for such third party sites, information, products, or services. If you access any third party website, service or content from Matilda's Magnolias, you do so at your own risk and agree that we will have no liability arising from your use of or access to any third party website, service or content. We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
You have permission to use Matilda's Magnolias buttons, links, and widgets, subject to these Terms, and agree that your use of such buttons, links and widgets will link only to the Services, you will not modify such buttons, links or widgets or associated code in any manner, and that you will not use such buttons, links and widgets in any manner which implies or suggests that Matilda's Magnolias operates, endorses, sponsors, or recommends the website on which such buttons, links, or widgets are used. We retain the right to revoke the permission to use such buttons, links, and widgets at any time for any reason.
We care about the security of our users. While we work to protect the security of your content and account, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account.
Term and Termination
These Terms are effective from the date that you first access the Services or submit any information to Matilda's Magnolias, whichever is earlier, and will remain effective until terminated in accordance with its terms, except for those terms that survive termination.
Matilda's Magnolias may terminate or suspend your user account at any time, in our absolute discretion, with or without notice, for any or no reason. Upon termination of these Terms, your right to use the Services will immediately cease, and you will destroy all copies of information that you have obtained through the Services. All disclaimers, limitations of liability, indemnification, our rights of ownership and licenses to us will survive any termination.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services or any part or portion thereof, with or without notice to you. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services, or any part or portion thereof. Nothing in these Terms will be construed to obligate us to maintain or support the Services, or any part or portion thereof, during the term of these Terms.
As a condition of your access to and use of the Services, you agree to indemnify and hold harmless Matilda's Magnolias and its subsidiaries, affiliates, licensors, licensees, shareholders, officers, directors, employees, agents and other partners, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to (a) your access to or use of the Services, (b) your User Content, (c) any breach of your representations, warranties, or covenants under these Terms, or (d) your breach of any of these Terms. You will not enter into a settlement of the foregoing without our prior written approval.
THE SERVICES AND ALL INCLUDED CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, MATILDA'S MAGNOLIAS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
WE MAKE NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIM ALL LIABILITY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR: (I) COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES OR ANY CONTENT PROVIDED BY THE SERVICES (II) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT ANY CONTENT AND OTHER COMMUNICATIONS THROUGH THE SERVICES; AND (IV) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
Limitation Of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MATILDA'S MAGNOLIAS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. IN NO EVENT SHALL MATILDA MAGNOLIAS' AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNTS PAID BY YOU TO MATILDA'S MAGNOLIAS FOR THE PAST SIX MONTHS FOR THE SERVICES.
THE LIMITATIONS IN THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND WHETHER OR NOT MATILDA'S MAGNOLIAS HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Governing Law and Jurisdiction
These Terms shall be governed and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any claims, legal proceedings or litigation arising in connection with these Terms or the Services[, for which the dispute arbitration provision below does not apply,] will be brought solely in the federal or state courts located in the County of San Mateo, California. You consent to the jurisdiction and venue in such courts and waive any objection as to inconvenient forum.
You and Matilda's Magnolias agree that any dispute, claim or controversy arising out of or relating to these Terms or to your use of the Services (collectively "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Matilda's Magnolias each are waiving the right to a trial by jury or to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Matilda's Magnolias agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not preside over any form class action proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of the agreement contained in these Terms.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available athttp://www.adr.org or by calling the AA at 1-800-778-7879). The Federal Arbitration act will govern the interpretation of this section.
Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within 7 days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.
Arbitration Location and Procedure. Unless you and Matilda's Magnolias agree otherwise, the arbitration will be conducted in [San Mateo]. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Matilda's Magnolias submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision. The arbitrator will render an award within the timeframe specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be as set forth in the AAA Rules.]
If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions [(except as provided for under “Dispute Resolution”)]. This is the entire agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. Neither these Terms nor any right, obligation, or remedy hereunder is assignable, transferable, delegatable, or sublicensable by you except with our prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. We may assign, transfer, or delegate these Terms or any right or obligation or remedy hereunder in its sole discretion. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
Contacting Matilda's Magnolias
The Services are provided by Matilda's Magnolias, Inc. You can contact Matilda's Magnolias by e-mailing us at email@example.com, calling us at 650.731.3012, or writing to us at the address below:
411 Parrott Drive
San Mateo, CA