By subscribing to Florify, opening a Website Store [www.your-domain.com] (as defined in section 1), and using any Florify Services (as defined below), you agree to be bound by the following terms and conditions (the “Terms of Service”).

As used in these Terms of Service, “We,” “Us,” and “Florify” refer to Florify (as defined below), a contracting party. Whereas the “Website Store Owner,” “you,” and “your” (as defined in section 2) refer to the other contracting party.

The Services offered by Florify include various products and services, such as but not limited to the website, customer (Website Store Owner) service, warehousing, and fulfillment, to help the Website Store Owner to sell goods to buyers. Any new features or tools added to the current Services shall also be subject to the Terms of Service. Florify reserves the right to update and change the Terms of Service by posting to the Florify website. You must read, agree with, and accept all the terms and conditions contained or expressly referenced in these Terms of Service before signing up for an account, subscribing to Florify, and using any Florify Services.

Definitions

"Domain" A domain name is an identification string that defines a realm of administrative autonomy, authority, or control within the Internet. Domain names are used in various networking contexts and for application-specific naming and addressing purposes;

"Website" The content on the Internet

"Web Hosting" It's alive computer never shutdown and keeps the website files accessed by the user on the Internet.

"SSL" Website Security assures data transmission local computer to sever secure.

"CDN" Content Delivery Network makes website speed fast, different locations host website images, CSS files to load quickly in the internet users.

"Dropshipping" Dropshipping is a form of retail business wherein the seller accepts customer orders but does not keep goods sold in stock;

"No Inventory" Store Owner will have no inventory at his place but will get share inventory from Florify.

"Business Day" means any day other than a Saturday, Sunday, or bank holiday in Manila;

"Customer" means the customer of the Website Store Owner placing Order on the Website for Products of the Supplier using Vendor website which provider by Supplier;

"Order" means the Website Store Owner customers' purchase from the website;

"Markup Price" means the Website Store Owner will add the additional price as fix amount or percentage of the price of FLORIY;

"Products" means the products listed in the Annexure and other products from time to time as agreed between the parties;

"Writing" includes facsimile, transmission, electronic mail, and comparable means of communication.

I.    SUBSCRIPTION AND WEBSITE STORE[www.your-domain] TERMS
a.    After online registration, then logging in to your Florify account and subscribing to “The Silver / Gold / Diamond package, Florify will create your Website Store, which refers to the website “domain” you have chosen during registration will be your online store where your products will be posted and sold.
b.    To access and use the Services, you must log in (if you have an account) or register (if you do not have an account on Florify’s website yet) and subscribe to Florify. You must provide your full legal name, current address, phone number, a valid email address, a clear copy of at least one (1) valid I.D., and any other information indicated as required. Florify may reject your application for a subscription, or cancel an existing subscription, for any reason at our sole discretion.
c.    You must be at least 18 years old to subscribe to Florify.
d.    You confirm that you are receiving Services provided by Florify for the purpose/s of carrying on business activity and not for any personal, household, or family purpose.
e.    You acknowledge that Florify will use the active email address you provide on opening a Store or as updated by you from time to time as the primary method for communication with you.
f.    You are responsible for keeping your password secure. Florify cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.
g.    You are responsible for all activity and Material/s which refers to the content, such as but are not limited to photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted, or exhibited on or in connection with your Store.
h.    A breach or violation of any term in terms of Service as determined in the sole discretion of Florify may result in an immediate termination of your Services.
i.    You are responsible for your Store and any Material you upload online, including images and content to your website “domain” under the Service of Florify. Take note violation of these Terms of Service may result in immediate cancellation of the subscription.
II.    WEBSITE STORE [www.your-domain.com] ACTIVATION
a.    Website Store Owner
1.    Subject to section II.a.2, the person subscribing to Florify will be the contracting party (“Website Store Owner”) for our Terms of Service. The Website Store Owner will be the person who is authorized to use any corresponding Store we may provide.
2.    If you are subscribing to the Services on behalf of your employer, your employer shall be the Website Store Owner. You must use your employer-issued email address, and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
3.    Your Florify Website Store can only be associated with one Website Store Owner. A Store Owner may have multiple Florify Stores.
b.    Website Store [www.your-domain.com] Liability.
1.    The Website Store Owner is responsible and liable for the acts, omissions, and defaults arising from the use of the Store.
c.    Online & offline payment for subscription of drop shipper Accounts
1.    You acknowledge that Credit Card/s, Bank transfers, Or Dragon pay will be your default payment gateway(s). It is your sole responsibility as the Store Owner to activate and maintain these accounts. If you do not wish to keep the payment account active, it is your responsibility to deactivate them.
d.    STANDARD CONDITIONS
1.    You must read, agree with, and accept all of the terms and conditions in these Terms of Service before becoming a Florify user/Website Store Owner.
2.    Technical support regarding the Services is only provided to Website Store Owners.
3.    The Terms of Service shall be governed by and interpreted following the laws of the Republic of the Philippines applicable therein, without regard to principles of conflicts of laws.
4.    You may not use the Florify Services for any illegal or unauthorized purpose, nor may you, in the use of the Service, violate any laws in your jurisdiction (including, but not limited to, copyright laws), the laws applicable to you in your customer's jurisdiction, or the laws of the Republic of the Philippines. You will comply with all applicable laws, rules, and regulations in your use of the Service and your performance of obligations under the Terms of Service.
5.    Questions about the Terms of Service should be sent directly to Florify Support via e-mail, official Facebook page, and website.
6.    You understand that your Materials (excluding the credit card information) may be transferred unencrypted. You involve (a) transmissions over various networks and (b) changes to conform and adapt to the technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
7.    All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the contracting parties and their respective heirs, successors, permitted assigns, and legal representatives. Florify shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Florify's prior written consent, to be given or withheld in Florify's sole discretion.
e.    PRODUCT CATALOG MATERIALS, PRICES, FEES, AND MARKUP
1.    Florify Catalog is the same for the “Silver / Gold / Diamond” package. Once the Website Store Owner Subscribes to the package, the Website Store owner gets a discounted price of 20% to 30% of the www.philflora.com price.
2.    For all categories, you agree that you will strictly follow the SRP of the supplier. You agree not to sell goods below SRP and cannot change images and brand name/s.
3.    For all categories, allow dropshippers (Website Store Owners) to sell items with their brands, images, and SRP but will not issue an Official Distributor Permit.
f.    DROP SHIPPING PROCESS
1.    Customers will place an order on the WEBSITE of Dropshipper, customer registration. Then the customer can log in and place the order using COD, PAYPAL, DRAGON PAY, BANK TRANSFER, etc., payment method.
2.    There will be a notification to the customer in real-time, and the drop shipper can also see it in the FLORIFY account list of active orders.
3.    FLORIFY team will validate and process the production, pack it, and deliver it to the recipient using in-house, LBC, or any logistic company available in the Philippines.
g.    Payout process
1.    FLORIFY will collect all payments from different payment gateway on the website
2.    The system will automatically display all orders share as FLORIFY share and DROPSHIPPER share in each invoice, which will be available only in the Droppshipper Bizower panel. [ which is located here in the URL: https://www.florify.ph/login ]
h.    Mark Up
1.    Florify will offer a 20% to 30% discount from the regular price to the dropshipper.
2.    Dropshipper / website Store owner will have the right markup as fix amount or percentage on top of the given price of FLORIFY, which will be their profit or commission. Example:
i.    SHIPING FEES
1.    Florify has different shipping fees for different cities and provinces.
2.    Metro Manila shipping fees start at 199 Pesos only, and shipping fees can be different amount base city and province.
3.    The store owner has no right to markup in the shipping fees, and shipping goes to florify account as actual delivery fees for each delivery.
j.    Customer Support
1.    The website will have different types of customer support (I) Live chat, (II) FB chat support, (III) email, and (IV) telephone support will be hand by FLORIFY team.
k.    Refund / Fraud
1.    Once an order goes to fraud due to any circumstances, the drop shipper will have no profit from that order. If a refund happens after the release of the profit of that order, it will be deducted from future order profit.
l.    Limitation of STORE OWNER
1.    Store Owners will be able to add new parent categories and subcategories only.
2.    Store Owner will be able to add and edit and disable ONLY florify products.
3.    Store Owners will not be able to add products from outside, and the system will not allow it.
4.    Store Owners all view all orders as active orders, cancel an order, pending orders, and paid orders but will not interact.
5.    Store Owners will be able to see the real operation of the business in the Bizowner panel.
m.    SEO of the website as Store Owner
1.    Store owners can update and optimize website SEO once login into the BIZOwner panel.
2.    Page title, Meta-description, and Meta keywords will be able to add and edited anytime.
3.    All pages SLUG URL not able to edit due to the limitation of the system and google policy to update can take years certain change of URL.
n.    Marketing
1.    Store Owner 100% responsible for promoting and advertising the website to bring orders.
2.    Store Owners can do the following to bring orders (I) Online, and digital marketing using FB marketplace and Google Shopping (II) Paid ads on google and social media.
3.    The store owner is allowed to do any marketing to bring orders.
o.    Difference between Subscripton packages
1.    STORE OWNER gets the website, products, and customer support in all subscription packages.
2.    SILVER package – during delivery, all products will be delivered by FLORIFY Box
3.    GOLD package – During delivery, all products will be delivered by STORE OWNER BOX level [ we call it white level ]
4.    Diamond package – The store Owner will have Only Playstore apps in the google play store.
p.    Domain / Website Renew
1.    If any situation STORE OWNER didn’t renew the service and FLORIFY has 100% right to continue the domain and website for FLORIFY or Can sell or give to new STORE OWNER to continue the website as new subscriptions.
2.    Website STORE OWNER must renew the subscription at least 30 days before subscription to avoid domain expiration or downtime.
3.    If the STORE OWNER provides the domain, they need to point the domain to our server. If the STORE OWNER doesn’t renew the service and the domain is active, the website will be up. Still, the website will not be able to accept an order due to the BUY button will be hidden due to the non-renewal of the subscription once you renew the service. It will be automatically activated for Buying. If the subscription didn’t renew within 7 days after expiration store will be shut down & deleted website from the server even if your domain is up.
4.    If the domain is registered by DROPSHIPPER / STORE OWNER and it’s expired, the website is down is not accountabilities of FLORIFY.
q.    Flower Delivery Box
1.    The box will be the same for all DROP shipper stores, except it will be customized with a sticker / printed logo and website details which will be pasted into the box to make it a white label. [ see the sample on the website ] 
I.    CONTRACTING PARTIES
a.    The contracting parties refer to two parties who enter into a binding agreement. Thus, agreeing to the terms, conditions, and obligations specified in the written and signed agreement.
b.    “Florify Contracting Party” refers to I-MAP WEBSOLUTIONS, INC, a Filipino corporation, with offices located at 812 B. Mayor St. Pasay city, 1300.
c.    The other contracting party refers to the Website Store Owner/dropshipper who subscribed to Florify’s Services.
II.    FLORIFY RIGHTS
a.    We reserve the right to modify or terminate the Services for any reason, without notice. Not all services and features are available in every jurisdiction, and we are under no obligation to make any Services or features available in any jurisdiction.
b.    We reserve the right to refuse ServiceService to anyone at our sole discretion.
c.    We may, but have no obligation to, remove Materials and suspend or terminate Website Store/s if we determine in our sole discretion that the Store’s goods offered or the Materials uploaded violate these Terms of Service.
d.    Verbal or written abuse of any kind (including threats of abuse or retribution) of any Florify customer, employee, member, or officer will result in immediate Store/subscription termination.
e.    Florify does not pre-screen Materials, and it is in our sole discretion to refuse or remove Materials from the ServiceService, including your Store.
f.    We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Florify employees and contractors may also be Florify customers/merchants and that they may compete with you. However, they may not use your Confidential Information (as defined in Section 6).
g.    In a dispute regarding Store ownership, we reserve the right to request documentation to determine or confirm Store ownership. Documentation may include but is not limited to a scanned copy of your business license, government-issued photo ID, the last four digits of the credit card on file, and your status as an employee of an entity.
h.    Florify retains the right to determine, in our sole judgment, rightful Store ownership and transfer a Store to the rightful Store Owner if we cannot reasonably determine the rightful Store Owner; without prejudice to our other rights and remedies, Florify reserves the right to temporarily disable a Store until resolution has been determined between the disputing parties.

I.    CONFIDENTIALITY
a.    “Confidential Information” includes, but not be limited to, any information associated with a party’s business and not publicly known, such as specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses, and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Florify’s Confidential Information includes all information you receive relating to us or the services unknown to the general public, including information related to our security program and practices.
b.    Both parties agree to use the other party’s Confidential Information solely as necessary for performing its obligations under and following any other obligations specified in these Terms of Service.
c.    Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its Proprietary Information, to prevent the duplication, disclosure, or use of any such Confidential Information other than;
a.    by or to its employees, agents, and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein;
b.    Or as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment.
d.    Confidential information shall not include any information that the receiving party can prove, such as but not limited to the following:
a.    When disclosing such information, information was already in the public domain or was already known by or in possession of the receiving party.
b.    The receiving party independently develops information without using or referring to the other party’s Confidential Information and without breaching any provisions of these Terms of Service.
c.    Information is, after that, rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
e.    LIMITATION OF LIABILITY
a.    You expressly understand and agree that, to the extent permitted by applicable laws, Florify shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.
b.    To the extent permitted by applicable laws, in no event shall Florify or our suppliers/brand partners be liable for lost profits or any special, incidental, or consequential damages arising out of or in connection with our site, our Services, or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Florify partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference or your violation of any law or the rights of a third-party.
c.    Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty, condition, express, implied, or statutory.
d.    Florify does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
e.    Florify does not warrant that the results obtained from the use of the Services will be accurate or reliable.
f.    Florify does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations or that any errors in the Services will be corrected
f.    WAIVER AND COMPLETE AGREEMENT
The failure of Florify to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Florify and govern your use of the Services and your Account, superseding any prior agreements between you and Florify (including, but not limited to, any prior versions of the Terms of Service)
1.    INTELLECTUAL PROPERTY AND CUSTOMER
a.    We do not claim any intellectual property rights over the Materials you provide to the Florify Service specifically content uploaded in the website like blog, images, any writing. All Materials you upload remain yours. You can remove your Florify Store at any time by deleting it.
b.    By uploading Materials, you agree to:
i.    to allow other internet users to view the Materials you post publicly to your Store;
ii.    to allow Florify to store, and in the case of Materials you post publicly, display and use your Materials;
iii.    that Florify can, at any time, review and delete all the Materials submitted to its Service, although Florify is not obligated to do so.
c.    You retain ownership over all Materials that you upload to the Store; however, by making your Store public, you agree to allow others to view Materials that you post publicly to your Store. You are responsible for compliance of the Materials with any applicable laws or regulations.
d.    Florify shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Store to promote the Service.
2.    PAYMENT OF FEES
a.    A valid payment method (like a credit card) is required for all Stores register as dropshipper.
b.    You will be billed for your Subscription Fees every 365 days depending on your subscription.
c.    Any subscription fee or additional fee will be charged to your payment method.
d.    If we are not able to process payment of fees using your payment method, we will try again in three (3) days. If we are unable to process payment of fees on the second attempt, we will make a third and final attempt for another two (2) days. If payment of fees is unsuccessful after three (3) attempts with total of five (5) business days, Florify may freeze your store. No refunds.
3.    CANCELLATION AND TERMINATION
a.    You may cancel your Website Store and terminate the Terms of Service at any time by contacting Florify Support and then following the specific instructions indicated to you in Florify’s response.
b.    Upon termination of the Services by either party for any reason;
i.    Florify will cease providing the Services and the Store Owner will no longer be able to access his/her Store after his/her monthly subscription has run its course;
ii.    unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any fee, pro rata or otherwise;
iii.    any outstanding balance owed to Florify for the Store Owner’s use of the Services through the effective date of such termination will immediately become due and payable in full; and
iv.    your Store will be taken offline.
c.    If at the date of termination of the Service, there are any outstanding fees owed by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
d.    We reserve the right to modify or terminate the Florify Service, the Terms of Service and/or your Store for any reason, without notice at any time. Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
e.    Without limiting any other remedies, Florify may suspend or terminate your Store/subscription if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.
1.    MODIFICATIONS TO THE SERVICE AND PRICES
We may change or discontinue the service, products, and prices at anytime, without liability.
1.    BETA SERVICES
0.    From time to time, Florify may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Florify will provide to you prior to your use of the Beta Services.
1.    Such Beta Services and all associated conversations and materials relating thereto will be considered Florify Confidential Information and subject to the confidentiality provisions in this agreement.
2.    Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Florify’s prior written consent.
3.    Florify makes no representations or warranties that the Beta Services will function. Florify may discontinue the Beta Services at any time in its sole discretion. Florify will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Florify may change or not release a final or commercial version of a Beta Service in our sole discretion.
2.    FEEDBACK AND REVIEWS
Florify welcomes any ideas and/or suggestions regarding improvements or additions to the Services.
1.    Under no circumstances shall any disclosure to Florify of Feedback, which refers to any idea, suggestion or related material, and Review/s of the Services by third-party services or any third-party provider, be subject to any obligation of confidentiality or expectation of compensation.
2.    By submitting Feedback or Reviews to Florify (whether submitted directly to Florify or posted on any Florify hosted forum or page), you waive any and all rights in the Feedback and that Florify is free to implement and use the Feedback if desired, as provided by you or as modified by Florify, without obtaining permission or license from you or from any third-party.
3.    Any Feedback/Review of a third-party service or any third-party provider submitted to Florify must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third-parties or objectionable. Florify reserves the right (but not the obligation) to remove or edit Feedback of third-party services or any third-party provider but does not regularly inspect posted Feedback.
 
1.    COPYRIGHT INFRINGEMENT NOTICE AND TAKEDOWN PROCEDURE
a.    You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the written permission by Florify.
b.    You shall not purchase search engine or other pay per click keywords (such as Google AdWords) or domain names that use Florify or Florify trademarks and/or variations and misspellings thereof.
c.    Florify supports the protection of intellectual property and asks Florify Dropshipper to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a notice to Florify’s designated agent using our form.
i.    Upon receiving a notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has fourteen (14) business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material.
 
1.    PRIVACY & DATA PROTECTION
a.    You acknowledge and agree that your use of the Services, including information transmitted to or stored by Florify, is governed by its privacy policy.
b.    Florify is firmly committed to protecting the privacy of the Store Owners’ personal information and the personal information of your customers. By using the Service, you acknowledge and agree that Florify’s collection, usage, and disclosure of this personal information is governed by our Privacy Policy.