FLORAFLEX® NUTRIENTS REPS TERMS AND CONDITIONS
These terms and conditions (“Terms”) contain very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you. Please read this information carefully. By participating in the FloraFlex Nutrients Reps program, you accept and are bound by these Terms.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. PLEASE REFER TO SECTION 12 FOR ADDITIONAL INFORMATION.
- Application of Terms. These Terms apply to participation in the FloraFlex Nutrients Reps program (the “Program”), which may be accessed through https://floraflex.com (the “Site”). These Terms are subject to change by FloraFlex Corp., a Delaware corporation (referred to herein as “FloraFlex”, “our” “us”, or “we” as the context may require), without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on the Site, and you should review these Terms regularly while participating in the Program. Your continued use of the Site and participation in the Program after a posted change in these Terms will constitute your acceptance of and agreement to such changes.
- Program Introduction. The FloraFlex Nutrients Reps program provides qualified individuals with the opportunity to earn referral fees (“Fees”) from individuals or businesses (each, a “Customer”) that purchase certain products from the Site.
- Who may Participate. You may only participate in the Program if you (A) agree to and comply with these Terms, (B) are the older of (i) at least 18 years of age or (ii) the legal age to form a binding contract with FloraFlex and (C) you are not prohibited from accessing or using this website or any of this website’s contents or goods by applicable law.
- Applying to Become a FloraFlex Rep. To participate in the Program, you must submit an application to us through the Site. FloraFlex may, in its sole discretion, determine who to accept into the Program and may deny your application for any reason. If you are accepted into the Program, we will send you an email containing additional information about the Program, including, but not limited to, which FloraFlex products are eligible to receive Fees, how Fees are earned and how Fees will be paid to you (“Post Application Information”). Post Application Information will also be accessible through the Site and is subject to change at any time without notice. Before being accepted into the Program, you will also be required to provide us with certain information necessary for us to pay you as an independent contractor.
- Relationship of Parties.
- a. Independent Contractor. You acknowledge and agree that, if accepted into the Program, you will be an independent contractor of FloraFlex and neither these Terms nor your participation in the Program will be construed to create any association, partnership, joint venture, employee or agency relationship between you and FloraFlex for any purpose. You will have no authority (and shall not hold yourself out as having authority) to bind FloraFlex and you shall not make any agreements or representations on our behalf without our prior written consent.
- b. No Other Benefits. Without limiting Section 5.a, you will not be eligible under these Terms or the Program to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by FloraFlex to its employees, and we will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on your behalf.
- c. Taxes. You are responsible for paying all fees and taxes associated with referral payments we make to you wherever levied.
- Restrictions on Referrals. You may not refer Customers by:
- a. any use of FloraFlex brands, trademarks and intellectual property, other than banners and logos, which FloraFlex makes available to Program participants;
- b. sending unsolicited email or other messaging that in any way may constitute spam;
- c. doing anything that would amount to a breach of any laws including, but not limited to, privacy, intellectual property and spam;
- d. doing anything that is directly or indirectly in contravention of these Terms or any direction given to you by us; or
- e. engaging in any deceptive, fraudulent or misleading conduct.
- Participation may be Terminated in our Discretion. We reserve the right to terminate your participation in the Program at any time and for any reason. If we terminate your participation in the Program for a violation of these Terms, we reserve the right to withhold any unpaid Fees. If we terminate your participation in the Program for any other reason, we will pay you any unpaid Fees in accordance with Section 8 below.
- Payment of Fees.
- a. Method of Payment and Timing. In order to receive Fees from us, you must have an active PayPal account. Payment of accrued Fees will be made to Program participants via PayPal every two weeks.
- b. Payment Errors. In the event that we are unable to pay you your Fees for any reason, we will notify you via email and continue to hold your Fees until payment can be made to you.
- c. Currency Conversions. Whenever we make a payment to you, you are responsible for all costs of converting the amount of the payment from US Dollars into your preferred currency.
- d. Refunds and Chargebacks. If a transaction from which you derived Fees is subject to a refund or chargeback, we can, in our sole discretion, either withhold that portion of Fees from your next payment or offset such Fees against Fees that you earn in the future.
- Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is cause by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
- Governing Law and Jurisdiction. Except as set forth in Section 12.b, all matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
- Dispute Resolution and Binding Arbitration.
- A. YOU AND FLORAFLEX ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PARTICIPATION IN THE PROGRAM OR USE OF THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
- b. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 12 (the AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879). The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or these Terms are void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties may be entered as a judgment in any court of competent jurisdiction.
If you prevail on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.
- c. You agree to arbitration on an individual basis. In any dispute, neither you nor FloraFlex will be entitled to join or consolidate claims by or against other Program participants in court or in arbitration or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
- Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
- No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of FloraFlex.
- No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
- a. To You. We may provide any notice to you under these Terms by sending a message to the email address you provide. Notices sent by email will be effective when we send the email. It is your responsibility to keep your email address current.
- b. To Us. To give us notice under these Terms, you must contact us by personal delivery, overnight courier or registered or certified mail to FloraFlex Corp. 4804 Laurel Canyon Blvd. Suite 1047 Studio City, California 91607. We may update the address for notice to us by either emailing you or posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
- Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.