AMSEASONAL.COM – TERMS OF SERVICES AGREEMENT

Effective Date: 1/21/2020

Thank you for using the amseasonal.com website and its associated services and content (collectively the “Services”). The Services are owned and operated by A&M Seasonal Corner. (“A&M Seasonal Corner”, “our”, “us”, “we”). By accessing or using any part of the Services you agree to this Terms of Services Agreement (“Agreement”). If you are using the Services on behalf of your company or organization, then you represent and warrant that you have the necessary right and authority to enter into this Agreement on behalf of your company or organization. If you do not agree with the terms and conditions of this Agreement, or are unable to comply, you are expressly prohibited from using the Services and must discontinue your use immediately.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, OUR PRIVACY POLICY AND OUR COPYRIGHT POLICY.

A&M SEASONAL CORNER RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO MODIFY, LIMIT, CHANGE, DISCONTINUE, OR REPLACE THE SERVICES OR THIS AGREEMENT. IN THE EVENT A&M SEASONAL CORNER MODIFIES, LIMITS, CHANGES, OR REPLACES THE SERVICES OR THIS AGREEMENT, YOUR CONTINUED USE OF THE SERVICES AFTER SAID MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT CONSTITUTES YOUR EXPRESS ASSENT TO THE MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT.

About The Services

Amseasonal.com provides an online gardening marketplace where gardening enthusiasts of all kinds can learn about and shop for a wide variety of plants. 

A&M Seasonal Corner is located in Massapequa, New York. A&M Seasonal Corner plants can be purchased in-store or online. The company is a family-owned entity.

Warranties and Representations

1. Your General Warranties to A&M Seasonal Corner. You warrant and represent that you have the right and legal capacity to enter into this Agreement and to adhere to its terms and conditions. You warrant and represent that you are eighteen (18) years of age or older. You warrant that you are not prohibited from assenting to this Agreement by any preexisting Agreement and that the terms of this Agreement will not cause you to violate any agreement with a third party. You warrant and represent that any and all information that you provide to A&M Seasonal Corner and the Services is accurate and valid. You agree to comply in good faith with the terms of this Agreement. You will not use the Services in any way that violates the rights of third parties, and you agree to comply with any and all applicable local, national, state, provincial, and international laws, treaties, and regulations. Given the global nature of the Internet, you agree to comply with all laws and rules where you reside or where you use the Services. The Services is operated in the United States and A&M Seasonal Corner makes no representation that its Services or services or products are appropriate, lawful, or available for use in other locations.
   
   
2. Your Warranties For Data You Provide A&M Seasonal Corner. You warrant and represent that you have all necessary rights, consents, and permissions for any and all data you upload or otherwise transmit to or through the Services. You warrant and represent that no such data pertains to any persons under the age of 18 and does not constitute protected health information as defined by the Health Insurance Portability and Accountability Act. 

Ownership of Services and License

You acknowledge and agree that A&M Seasonal Corner is the owner of, or has rights in and to, the Services and its associated content, including but not limited to all intellectual property rights inherent therein. The Services are protected by all applicable laws, intellectual property or otherwise, and you are expressly prohibited from using the Services for any purposes not explicitly stated in this Agreement. Specifically, and except where otherwise allowed under this Agreement, you are prohibited from framing, scraping, aggregating, hacking, reverse engineering, crawling, reproducing, preparing derivative works of, distributing, performing publicly, or displaying publicly the Services, whether in whole or in part, without the prior written consent of A&M Seasonal Corner.

A&M Seasonal Corner hereby grants you a limited, non-exclusive, non-sublicensable, royalty free, non-assignable, non-commercial, and revocable license to use the Services for its customary and intended purposes. This license explicitly excludes any resale or commercial use of the Services or its contents; any collection or use of any plant listings, prices, or descriptions; or any derivation or repurposing of the Services. You must not use any A&M Seasonal Corner trademarks in meta tags or other similar technologies. All rights not expressly granted herein are reserved by A&M Seasonal Corner, its licensors, or partners.

Violation of the terms of this Agreement or use of the Services for a use outside of its customary and intended purposes, such as, but not limited to downloading (other than page caching) or modifying the Services or any portion of it will result in the termination of this license. Absent prior written permission from A&M Seasonal Corner, you are not permitted to reproduce, prepare derivative works, distribute copies, perform, display, or use for commercial purposes the Services or its content. This license is revocable at any time, and any rights not expressly granted herein are reserved to A&M Seasonal Corner. 

Intellectual Property

All trademarks (common law or registered) and copyrights (common law or registered) displayed on the Services are the property of A&M Seasonal Corner or its third party licensors Specifically, all photographs featured on the Services are copyrighted and owned by A&M Seasonal Corner or third party licensors, unless otherwise stated. The compilation of all content included in the Services is the exclusive property of A&M Seasonal Corner/ All A&M Seasonal Corner marks are the property of A&M Seasonal Corner, including, but not limited to A&M Seasonal Corner, A&M Seasonal Corner Nursery, all A&M Seasonal Corner logos, and any trademarked flower or plant names. Certain plant types may be protected by patent and you are prohibited from asexually reproducing, selling, offering for sale, or using any patented plant except as expressly authorized by A&M Seasonal Corner in writing. The Services, including its look and feel, color selections, layout, and arrangement, are the trade dress of A&M Seasonal Corner. You are prohibited from using A&M Seasonal Corner’ trademarks, service marks, and trade dress, or any colorable imitation thereof, to indicate the source of, sponsorship of, approval of, affiliation with, connection with, or association with your goods or services without the prior written consent of A&M Seasonal Corner. 

Services Use and Consent to Email Notification

Use of the Services is free, but you may make purchases through our online store. When purchasing from or are subscribing to A&M Seasonal Corner, you agree to receive email notifications from A&M Seasonal Corner and other third-parties to the email you provide at the time of purchase or subscription, or which you provide by updating your email address under your Account Settings. The email notifications from A&M Seasonal Corner contain an unsubscribe feature that allows you to “opt out” from future notifications. Please see the Services’ Privacy Policy, which is incorporated into this Agreement by reference, regarding the collection and use of this and other information about you. User information will be used consistent with the Privacy Policy. A&M Seasonal Corner does not discriminate based upon any information provided by you or made available through the Services.

You have a duty to ensure that the information provided through the Services is truthful, current, complete, and accurate. You understand and agree that you have an ongoing duty to update and keep current the information provided through the Services if and when that information changes. You are expressly prohibited from providing information that in a way impersonates another person, contains offensive or obscene language, or otherwise violates the rights of a third party. You expressly agree that you will not interfere with or disrupt a third party’s enjoyment and use of the Services.  A&M Seasonal Corner reserves the right to restrict access to, monitor, suspend, disable, or delete Users and/or Users’ information at any time, in its sole discretion, and without prior warning. You agree to hold harmless and indemnify A&M Seasonal Corner for any damages that arise out of or in relation to the use of the Services.

A&M Seasonal Corner is under no obligation to preserve your data for any length of time and will not be responsible for any loss of data. A&M Seasonal Corner is under no obligation to provide you with the data associated with your Services use, except as otherwise provided in the Privacy Policy. A&M Seasonal Corner recommends that you maintain your own backup of information submitted to the Services.

Payment

Payment for purchases made through the Services are processed through third-party payment processors. Users may elect to create an Account through the payment processor to expedite checkout and payment on the Services. A&M Seasonal Corner reserves the right to change the service fee amount at any time. Users agree that they are responsible for paying all applicable taxes, duties, levies, or charges imposed by any governmental entity anywhere in the world in connection with their use of the Services and purchases made therefrom. You understand and agree that A&M Seasonal Corner will not be held liable for any User’s failure to complete a transaction entered into through the Services. Users agree that they may be subject to their separate Terms of Use found in Attachment A at the end of these Terms.

Purchase Reviews

When you purchase items from our online store, you may have the ability to post reviews through the Services. You must not post any content that is illegal, obscene, threatening, or defamatory; invades the privacy of any person; infringes any intellectual property rights (including rights to publicity or likeness); is fraudulent, misleading, defamatory or otherwise untruthful; is discriminatory, bigoted, misogynistic, racist, prejudiced, or otherwise offensive to any individual or group, protected or otherwise, defined by race, gender, age, sexuality or any immutable trait; promotes violence, terrorism, sedition, riots, or any unlawful conduct; or  otherwise harms any third parties or is otherwise objectionable. You must not use any false identity, impersonate any person, or use any other individuals email address or other personal information. A&M Seasonal Corner may remove content that it reasonably deems fraudulent, defamatory, untruthful, in violation of these Terms, or otherwise objectionable.

For any reviews or other content you submit through the Services, you grant A&M Seasonal Corner a non-exclusive, royalty-free, paid-up, perpetual, irrevocable, transferable license to use, reproduce, modify, adapt, create derivatives works, perform publicly, and otherwise display or distribute such content in any form globally. You grant A&M Seasonal Corner the right to use the name associated with the content in connection with any use, display, or distribution of the content as to show the source and authorship of the review or other content. 

Refund and Return Policy

We guarantee all AMSeasonal.com purchases will be the correct type, species, or genome as indicated on the purchase order form. If you are not 100% satisfied with the quality of your plant order you may refuse to take delivery of all or part of your order and contact us for a refund. Refunds are given for plant quality issues such as damage in shipment, pest or disease infestation, or if the wrong plant was shipped. To request a refund, please email info@amseasonal.com. In the subject line, enter Online Plant Refund and your order number and provide an explanation on why you are not satisfied. Please allow us 48 hours to get back to you.  All refund requests must be made within 30 days of purchase. Your refund request will be processed immediately. However, it may take 2-3 business days for it to display on your credit card statement. You can check the status of your refund on the order summary page. If your refund does not appear and the processing time for your payment method has passed, contact us for further assistance. 

Cancellation Policy

You may cancel your plant order prior to pick up for a full refund. To cancel a plant order email info@amseasonal.com or call us at (516) 520-1061. Please be sure to reference your order number 

Risk of Loss

A&M Seasonal Corner shall bear the risk of loss while any plants are in order processing and you shall bear the risk of loss once the plants or flowers have been received by you.

Prohibited Uses

You expressly agree that you will not use the Services to violate any law, statute, ordinance, regulation, or treaty, to violate the rights of third parties, or for a use outside of the customary and intended purposes of the Services.

Specifically, you are prohibited from:

• Posting or transmitting content that:
• Infringes upon the intellectual property rights of others;
• Threatens or encourages bodily harm and/or destruction of property or that is offensive, defamatory, derogatory, pornographic or obscene;
• Promotes hate, violence, harassment, stalking, discrimination, terrorism, or intolerance of any kind based upon race, ethnicity, religion, sexual orientation, or disability;
• Incites any illegal activity or unlawful sexual solicitation;
• Relates to weaponry, controlled substances, gambling, or debt collection;
• Raises support or defense of anyone alleged to be involved in criminal activity;
• Impersonates another or is fraudulent, inaccurate, or misleading;
• Constitutes an unwanted commercial solicitation, a phishing scam, a pyramid scheme, or a chain letter;
• Intends to collect personal or personally identifiable information from others;
• Violates any term or condition of this Agreement;
• Using a robot, spider, scraper, or other automated technology to access the Services;
• Imposing a disproportionate load on the Services or its server infrastructure or otherwise attempting to interfere with the operation of the Services;
• Attempting to gain access to the private data or personal information of a Services user or third party;
• Circumventing A&M Seasonal Corner’ technological and physical security measures;
• Suggesting an affiliation with or endorsement by A&M Seasonal Corner.

Mobile Devices

The Services are fully accessible via a mobile device. To the extent you access the Services through a mobile device, your wireless carrier’s standard charges, rates, and fees may apply.  A&M Seasonal Corner is not responsible for any fees or errors that occur while accessing the Services via mobile device.

Section 230 of Communications Decency Act

You acknowledge and agree that A&M Seasonal Corner is an interactive computer service provider under Section 230 of the Communications Decency Act. Though A&M Seasonal Corner may edit, remove, or control the content displayed through the Services, you agree that A&M Seasonal Corner will not be considered an information content provider and will not be held liable for the republication of defamatory or tortious content created by third parties, whether through the Services or otherwise.

Third Party Website Links

You understand that the Services may contain links to third party Services, applications, or services that A&M Seasonal Corner does not own or control. You agree that A&M Seasonal Corner will not be held responsible or liable for the content of third party Services, applications, or services and that A&M Seasonal Corner inclusion of those Services, applications, or services within its Services does not constitute A&M Seasonal Corner’s endorsement of, recommendation of, or affiliation with any of those Services, applications, or services.

Some of the links on the Services are affiliate links, which means that we may earn a commission if you click on the link or make a purchase using the link.  When you make a purchase, the price you pay will be the same whether you use the affiliate link or go directly to the vendor’s Services using a non-affiliate link.  By using the affiliate links, you are helping support the A&M Seasonal Corner Services, and we genuinely appreciate your support. 

No Endorsement

From time to time, A&M Seasonal Corner will refer to commercial products, processes, services, experts, and/or Services. Any reference is not intended to be an endorsement or statement that the information provided by the other party is accurate. A&M Seasonal Corner does not endorse any commercial product, process, service, expert, or services other than the Services. The views and opinions of affiliates, contributors, and others expressed on or through the Services do not necessarily state or reflect those of A&M Seasonal Corner and are not intended to be used for product endorsement purposes. 

Term and Termination

This Agreement will remain in full force and effect so long as the Services is in operation.  A&M Seasonal Corner may terminate this Agreement without liability at any time, without notice, and for any reason, including but not limited to for your violation of a term or condition of this Agreement.

Disclaimer of Warranties

A&M Seasonal Corner DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM OR LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES. A&M Seasonal Corner PROVIDES THE SERVICES ON AN AS-IS BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, THIS EXCLUSION MAY NOT APPLY.

A&M Seasonal Corner WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY CONTENT POSTED ON THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY ADVICE OR MARKETING PROVIDED BY ANY THIRD PARTY, ANY THIRD-PARTY LINKS POSTED ON THE SERVICES, OR ANY CONTENT TRANSMITTED THROUGH THE Services. A&M Seasonal Corner IS A SERVICE PROVIDER AND DOES NOT ASSUME RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, ALTERATION, AND/OR DESTRUCTION OF IDENTITY. A&M Seasonal Corner RESERVES THE RIGHT TO DISCONTINUE THE SERVICES AT ANY TIME.

A&M Seasonal Corner WILL NOT BE HELD LIABLE FOR NETWORK, INTERNET, COMPUTER, HARDWARE, OR SOFTWARE PROGRAM MALFUNCTIONS, FAILURE, DELAYS, OR DIFFICULTIES WITH THE SERVICES AT ANY TIME.

Limitation of Liability

A&M Seasonal Corner WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, OR EXEMPLARY DAMAGES. YOU UNDERSTAND AND AGREE THAT THE MAXIMUM AMOUNT THAT A&M Seasonal Corner CAN BE HELD LIABLE TO YOU UNDER ANY CIRCUMSTANCE IS THE AMOUNT THAT YOU PAID, IF ANY, FOR PURCHASES MADE DIRECTLY THROUGH THE SERVICES (EXCLUDING PURCHASE FROM ANY THIRD PARTIES WHICH YOU FIND THROUGH THE SERVICES). IF NO AMOUNT IS PAID BY YOU TO A&M Seasonal Corner, YOU AGREE THAT YOU WILL BE LIMITED TO INJUNCTIVE RELIEF ONLY UNLESS OTHERWISE PERMITTED BY LAW.

THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. A&M Seasonal Corner IS NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES. IF YOUR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, YOU SHOULD SEEK LEGAL COUNSEL TO UNDERSTAND YOUR LEGAL RIGHTS UNDER THE LAW.

Indemnification

You agree to hold harmless, indemnify, and defend A&M Seasonal Corner, its officers, employees, agents, successors, and assigns, from and against any and all claims, demands, losses, damages, rights, and actions of any kind, including, but not limited to, property damage, infringement, personal injury, and death, that either directly or indirectly arise out of or are related to your use of the Services, your use or provision of any services made through the Services, your reliance upon advice provided through the Services, your submission of User Generated Content to the Services, your violation of any term or condition of this Agreement, your violation of any applicable law, statute, ordinance, regulation, or treaty, whether local, state, national, or international, or your violation of the rights of a third party.

Your obligation to defend A&M Seasonal Corner under the terms of this Agreement will not provide you with the right to control A&M Seasonal Corner’s defense, and A&M Seasonal Corner reserves the right to control its defense and choose its counsel regardless of your contractual requirement to indemnify A&M Seasonal Corner.

No Assignment

You acknowledge and agree that you are prohibited from assigning your rights and obligations under this Agreement. A&M Seasonal Corner may assign its rights and obligations under this Agreement at any time, including but not limited to in a sale of the Services. 

Governing Law; Venue

This Agreement is governed by and will be construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action or proceeding arising out of this Agreement or the licenses granted hereunder will be instituted in the federal courts of the United States or the state, county, or local courts of the State of New York located in Suffolk County. Each Party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party’s address for notices.

Dispute Resolution

In the event of any dispute arising between the Parties out of this Agreement, the Party raising such dispute will provide prompt notice to the other Party, and the Parties will immediately commence to work together in good faith to resolve the matter internally, including but not limited to escalating the dispute to higher levels of management for resolution. In the event that such dispute is not resolved within thirty (30) days following the initiation of such good-faith negotiations toward resolution of any such dispute, either Party may, upon written notice to the other Party, refer the dispute to binding arbitration. Such arbitration proceeding will be administered by the American Arbitration Association (AAA) in accordance with the then-current procedural rules thereof. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. The arbitration panel shall consist of three (3) neutral arbitrators, the first and second of which will be appointed by the Parties, respectively, and the third of which will be appointed by the first two arbitrators so selected. The arbitration will take place in New York. The arbitration award shall be final, binding upon the parties, not subject to any appeal, and shall deal with the question of costs of arbitration and all matters related thereto. Judgment upon the award rendered may be entered by any court having jurisdiction, or application may be made to such court for judicial recognition of the award or an order of enforcement thereof, as the case may be.

Equitable Remedies

Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 3 (Intellectual Property), Section 4 (Confidentiality), or Section 8 (Representations and Warranties) would cause the other Party irreparable harm for which monetary damages would not be an adequate. Such Party agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. 

Severability

If any provision of this Agreement is found to be invalid or unenforceable for any reason whatsoever, the remaining provisions will remain valid and unimpaired and will continue in full force and effect.

Integration

A&M Seasonal Corner hereby incorporates its Privacy Policy and Copyright Policy into this Agreement. This Agreement and its incorporated Privacy Policy and Copyright Policy constitutes the entire agreement between the parties with respect to the use of the Services and its associated services and products. You acknowledge and agree that any additional provisions that may appear in any communication from you will not bind A&M Seasonal Corner.

No Waiver

You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.

Child Online Privacy Protection Act

The Services are not directed to persons under the age of eighteen (18) and A&M Seasonal Corner will not knowingly collect personally identifiable information from children under the age of eighteen (18). If A&M Seasonal Corner inadvertently collects such personally identifiable information, A&M Seasonal Corner will delete the personally identifiable information in accordance with its security protocols. 

Limitation on Actions

YOU  AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR ANY PURCHASES MADE THROUGH THE SERVICES MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.

YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST A&M Seasonal Corner ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

Reservation of Rights

All rights not expressly granted herein are reserved to A&M Seasonal Corner.

Notice

Any notice required by this Agreement must be in writing, and must be emailed to: info@amseasonal.com