These Terms and Conditions (the “Terms”) apply to our websites and services we provide (collectively, the “Services”).  Please also review our Privacy Policy, which describes the types of information we collect at our businesses and on our websites (both offline and online), how we use such information, to whom and under what circumstances we may disclose the information, our legal bases for processing it, how long we retain it, and how you can communicate with us to exercise your rights.

Colour Republic Group is made up of the companies Colour Republic, Mysticflowers, Growflowers, Sueño de los Andes and Proflower.

Please be aware that by visiting our websites, you are accepting the practices described in this these Terms, including the Applicable Law and Arbitration Agreement below. Please read these Terms carefully.  If you do not accept the terms of this Policy, please do not continue using our websites. These Terms may change from time to time without notice and any such changes will be posted to our websites. In continuing to use our websites after the Terms have changed, you indicate your acceptance of the revised Terms. As such, you should review these Terms periodically.

ACCEPTABLE USE AND RESPONSIBILITIES

You are responsible for your use of our websites. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us. When you use our websites, you may not:

• violate any law or regulation;
• violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;
• communicate anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
• send unsolicited or unauthorized advertising or commercial communications, such as spam;
• participate in the use of software, including spyware, designed to collect data from the websites;
• transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
• stalk, harass, or harm another individual;
• impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
• use any means to scrape or crawl any web pages contained in the Site;
• attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the websites;
• attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the websites; or
• advocate, encourage, or assist any third party in doing any of the foregoing.

You agree to comply with all applicable laws in connection with your use of the Services, and any further limitations as may be set forth in any other notice from Colour Republic Group. As a condition of your use of the Services, you warrant that you will not use any Colour Republic Group website for any purpose that is unlawful or prohibited by these Terms and Conditions. All information that you provide in connection with the Services will be accurate, complete, and current. You will pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other interaction with Colour Republic Group companies at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other interactions.

INTERNATIONAL ACCESS

Our websites may be accessed from outside the United States. Our websites may contain products or references to products that are not available outside of the United States, however any such references do not imply that such products will be made available outside the United States. Users who access or use our websites from outside the United States are responsible for complying with their local laws and regulations.

DISCLAIMER

OUR WEBSITES ARE PRESENTED “AS IS” AND MAY INCLUDE INACCURACIES, MISTAKES OR TYPOGRAPHICAL ERRORS. COLOUR REPUBLIC DOES NOT WARRANT THAT THE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE NOR DOES COLOUR REPUBLIC MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF OUR WEBSITES, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THESE WEBSITES. PRICE INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY AND COMPLETENESS OF ALL INFORMATION, OPINIONS AND OTHER MATERIAL ON OUR WEBSITES OR ANY WEBSITES WITH WHICH THEY ARE LINKED.

COLOUR REPUBLIC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE CONTENT OR THE RESULTS OF USE OF THE MATERIALS AVAILABLE ON OUR WEBSITES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SITE. COLOUR REPUBLIC (INCLUDING ITS AFFILIATES, THIRD PARTY CONTENT PROVIDERS, MERCHANTS, SPONSORS, LICENSORS AND THE LIKE, AND THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND CONDITIONS OR OUR WEBSITES, THEIR CONTENT, OR ANY OTHER PORTION OF THE WEBSITES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE WEBSITE, SERVICES, GRAPHICS, OR LINKS UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY; RISK OF LOSS

IN USING OUR WEBSITES YOU AGREE THAT COLOUR REPUBLIC WILL NOT BE RESPONSIBLE OR LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY (a) INTERRUPTION OF BUSINESS; (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO ITS WEBSITES; (c) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (d) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-WEBSITE LINKS ON THE WEBSITES; (e) COMPUTER VIRUSES, SYSTEM FAILURE OR MALFUNCTION WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE WEBSITES, INCLUDING DURING HYPERLINK TO OR FROM THIRD PARTY WEBSITES; OR (f) EVENTS BEYOND COLOUR REPUBLIC’S REASONABLE CONTROL.

FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, COLOUR REPUBLIC WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COLOUR REPUBLIC’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES (REGARDLESS OF THE FOUNDATION FOR THE ACTION) SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO COLOUR REPUBLIC THROUGH ITS WEBSITES DURING THE MONTH IMMEDIATELY PRECEDING THE ACT ALLEGEDLY GIVING RISE TO COLOUR REPUBLIC’S LIABILITY.

APPLICABLE LAW AND ARBITRATION AGREEMENT

The internal and substantive laws of the State of Florida will govern these disclaimers, terms, and conditions. Any dispute relating in any way to your visit to our websites or the Services shall be submitted to confidential arbitration in Miami-Dade County, Florida, except in regards to issues regarding violations of Colour Republic’s intellectual property rights, which Colour Republic may seek relief from in any state or federal court of competent jurisdiction in the State of Florida. You understand and agree that you are waiving your right to sue or go to court to assert or defend your rights. However, either you or Colour Republic Group may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual claim. The term “dispute” means any dispute, action, claim, or other controversy between you and Colour Republic Group, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.

By using our websites, you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-conveniences with respect to venue and jurisdiction in the state and federal courts of the State of Florida. Arbitration under this Agreement shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. In using our websites, you further agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to, or connected with the use of the websites or the Services must be filed within 1 year after such claim or cause of action arose or be forever banned.

All arbitrations shall proceed on an individual basis. The arbitrator is empowered to resolve the dispute with the same remedies available in court, including public injunctive relief. You and Colour Republic Group also agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and Colour Republic Group hereby waive the right to a trial by jury, to assert or participate in any class action lawsuit or class action arbitration, any private attorney general lawsuit or private attorney general arbitration, and any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If a court decides that the limitations of this particular paragraph regarding class action waiver are deemed invalid or unenforceable, any putative class, private attorney general, or representative action must be brought in a court of proper jurisdiction and not in arbitration.

Further, by using our websites you agree that Colour Republic’s remedy at law for any actual or threatened breach of this Agreement would be inadequate. As such, Colour Republic shall be entitled to specific performance, injunctive relief, or both, in addition to any damages that Colour Republic may be entitled to recover, along with reasonable expenses incurred by Colour Republic for any form of dispute resolution, including, without limitation, attorneys’ fees. No right or remedy of Colour Republic shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys’ fees and expenses. No instance of waiver by Colour Republic of its rights or remedies under these terms and conditions shall imply any obligation to grant any similar, future, or another waiver.

Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement. Only the arbitrator is authorized to make determinations as to the scope, validity, or enforceability of this Agreement, including whether any dispute falls within its scope. However, the parties agree that any issue concerning the validity of the class action/representative waiver above must be decided by a court, and an arbitrator does not have authority to consider the validity of the waiver. This Arbitration Agreement survives the end of the relationship between you and Colour Republic Group, including without limitation the end of your use of the Services.

INDEMNIFICATION

In using our websites, you agree to defend, indemnify and hold harmless Colour Republic, and its officers, directors, and employees from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising in any way from or in connection with your use of the Services, including the uploading, posting, e-mailing, transmission, or infringement of any Content or other materials by you or users authorized by you, or any violation of these Terms and Conditions, our Privacy Policy or any other policy posted from time to time on our websites applicable to your use of the Services.

MISCELLANEOUS PROVISIONS

Colour Republic Group may discontinue the websites, including any feature or service offered through the websites, at any time and for any reason, without notice. We may change the contents, operation, or any and all other features of the websites at any time for any reason, without notice. We may discontinue or restrict your use of the websites at any time for any reason, without notice.

If any of the provisions of this Agreement shall be deemed void, invalid, or unenforceable for any reason, that condition shall be deemed several and shall not affect the validity and enforceability of the remaining provisions.

The failure of Colour Republic Group to enforce any provisions of these Terms or respond to a breach by you or other parties will not in any way waive its right to enforce subsequently any terms or conditions of these Terms or to act with respect to similar breaches.