This Wedding Services Agreement (this “Weddings Agreement”) is by and between you (“you” or “Retailer”) and Lovingly Canada, ULC, (“we,” “us” or “Lovingly”), with a principal place of business located at 885 West Georgia St. STE 1500, Vancouver, BC V6C 3E8. This Weddings Agreement describes the terms under which Lovingly will provide you with access to and use of the Wedding Services.

1. Binding Agreement.

1. Binding Agreement. This Weddings Agreement constitutes part of a single, binding agreement between you and Lovingly that includes the documents and terms incorporated by reference as described in Section 3 below (collectively, this “Agreement”).  

2. Effective Date. When you log into your Retailer Account from time to time, you will be presented with a dialogue box prompting you to agree to certain relevant terms and documents. By checking the box corresponding to this Weddings Agreement and clicking “I Agree” or taking any similar actions within that dialogue box, you agree to the terms of this Agreement. The date you take such actions is the “Effective Date” of this Agreement.

2. Definitions.

1. “Agreement” has the meaning given to it in Section 1(a).

2. “Authorized User” means Retailer's employees, consultants, contractors, and agents who are authorized by Retailer to access and use the OPMS Services subject to the terms of this Agreement.

3. “Customer” has the meaning given to it in the Retailer Terms of Service.

4. “Customer Order” means any purchase made by a Customer through the Services, whether made directly by the Customer or manually entered by Retailer.

5. “Documentation” means Lovingly's user manuals, handbooks, and installation guides, whether provided electronically or otherwise, and which relate to the software and Services offered under this Agreement.

6. “Effective Date” has the meaning given to it in Section 1(b).

7. “Initial Term” has the meaning given to it in Section 9(a).

8. “Pricing Page” has the meaning given to it in Section 7.

9. “Primary Service Agreement” has the meaning given to it in the Retailer Terms of Service.

10. “Renewal Term” has the meaning given to it in Section 9(b).

11. “Retailer” has the meaning given to it in the preamble.

12. “Retailer Account” has the meaning given to it in the Retailer Terms of Service.

13. “Retailer Terms of Service” means the terms of service located at https://www.lovingly.com/legal/ca/retailer-terms, which describe the general terms of the commercial relationship between you and Lovingly.

14. “Services” means any of the products and services offered by Lovingly under a Primary Service Agreement, including, but not limited to, our e-commerce website solution, our order and payment management system, point of sale services, wedding services, and Wedding Services, along with any related products or services.

15. “Subscription Period” means either one (1) month for monthly subscribers or one (1) year for yearly subscribers.

16. “Term” has the meaning given to it in Section 9(a).

17. “Wedding Services” has the meaning given to it in Section 4.

18. “Wedding Widget” has the meaning given to it in Section 4.

3. Incorporated Documents; Conflicts.

1. This Weddings Agreement incorporates the following documents by reference:

1. the Retailer Terms of Service; and

2. any other agreements, exhibits, appendices, addenda or other terms incorporated by reference in any of these agreements.

2. If there is any conflict between the terms of this Weddings Agreement, the Retailer Terms of Service or any other incorporated terms or documents, such terms or documents will have the following order of precedence (from most to least controlling):

1. this Weddings Agreement (for matters pertaining exclusively to the Wedding Services);

2. the Retailer Terms of Service; and

3. any other terms or document incorporated herein.

4. Description.
   
   Lovingly has developed a subscription software service that collects and stores wedding-related leads for our retailers (the “Wedding Services”). The Wedding Services collect leads from Lovingly’s customer-facing Services, including Lovingly’s white labeled florist websites. As part of the Wedding Services, Lovingly also provides a downloadable piece of software (the “Wedding Widget”) that retailers can embed in their own web properties in order to collect and store wedding-related leads.

5. Access and Use.

1. Access Rights. Subject to the terms of this Agreement, Lovingly hereby grants you a limited, revocable, non-exclusive, non-transferable (except in accordance with Section 24(b) of the Retailer Terms of Service) right to access and use the Wedding Services during the Term. Your right to access and use the Wedding Services pursuant to this Agreement extends only to your Authorized Users and may be exercised only in accordance with the terms and conditions of this Agreement. Such use is limited to your internal use. Lovingly shall provide the Wedding Services through your Retailer Account as described in Section 5(b) below.

2. Retailer Account. In order to access the Wedding Services, you are required to create a Retailer Account. The Wedding Services may be activated at any time from within your Retailer Account. Once activated, the Wedding Services automatically begin collecting leads within the Services. Retailer will also have the option to download and use the Wedding Widget to collect leads within Retailer’s own web properties. The Wedding Services deliver all collected leads to your Retailer Account, and you may follow up on those leads at your discretion. See Section 4 of the Retailer Terms of Service for more information on Retailer Accounts and accessing the Services in general.

3. Leads. The Wedding Services will provide the name and contact information of each lead and, depending on Retailer’s subscription tier, may also provide other marketing information such as links to the lead’s Pinterest page or preferred wedding venues. Retailer agrees to process all leads in a manner consistent with this Agreement and our Privacy Policy.

6. Widget and Documentation License.

1. License Grant. Subject to terms and conditions of this Agreement, Lovingly hereby grants Retailer a limited, revocable, non-exclusive, non-sublicensable, and non-transferable (except in accordance with Section 24(b) of the Retailer Terms of Service) license during the Term to use the Wedding Widget solely for Retailer’s internal business purposes.

2. Restrictions. Retailer shall not use the Wedding Widget or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Retailer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Wedding Widget, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Wedding Widget; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Wedding Widget, in whole or in part; (iv) remove any proprietary notices from the Wedding Widget; or (v) use the Wedding Widget in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

3. Reservation of Rights. Lovingly reserves all rights not expressly granted to Retailer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Retailer or any third party any intellectual property rights or other right, title, or interest in or to the Wedding Widget or any other part of the Wedding Services.

4. Delivery of Software. Once you have successfully activated the Wedding Services, Lovingly shall make the Wedding Widget available for download within your Retailer Account.  

7. Fees.

1. In General. The Wedding Services are provided on a tiered subscription basis. Pricing and features for each subscription tier are detailed at https://www.lovingly.com/u/services/lovingly-weddings-leads-for-florists/#pricing (the “Pricing Page”). The Pricing Page is incorporated by reference into this Agreement.  Retailer can select its desired subscription tier when activating the Wedding Services within its Retailer Account.

2. Modifications. We may change the pricing and features of our subscription tiers from time to time. Pursuant to our Retailer Terms of Service, we will notify you of such pricing or feature changes and such changes will be reflected on the Pricing Page. However, such changes will not be effective for you until the beginning of your next Renewal Term. By continuing to use or access the Wedding Services after any modifications come into effect, you agree to be bound by such modifications, including any price changes. If you disagree with our changes, then you must stop using the Wedding Services.

8. Support. Pursuant to the Retailer Terms of Service, Lovingly shall make the Documentation accessible through your Retailer Account. In addition, support is available through our customer support team at help@lovingly.com.

9. Term and Termination.

1. Initial Term. This Agreement will become effective on the Effective Date and shall have an initial term equal to your Subscription Period (“Initial Term”).

2. Renewal. After the Initial Term, this Agreement will renew automatically for successive periods equal to your Subscription Period (each, a “Renewal Term,” and together with the Initial Term, the “Term”).  

3. Termination by Retailer. You may terminate this Agreement at any time. Your termination will be effective on the first day after the end of your current Term. You are responsible for all fees incurred before your termination is effective.

4. Termination by Lovingly. Lovingly may terminate this Agreement at any time. Such termination will be effective on the first day after the end of your current Term. Notwithstanding the foregoing, if Lovingly terminates this Agreement in response to your breach hereof, such termination will be effective immediately.

5. Effect of Termination. Once termination of the Wedding Services is effective, you will no longer receive new leads within your Retailer Account. You will still have access to leads that were delivered prior to the effective date of such termination.

10. Entire Agreement; Inurement. It is hereby acknowledged that this Weddings Agreement, together with the Retailer Terms of Service and any other terms or documents incorporated by reference herein, constitute the entire agreement between the Parties pertaining to the Wedding Services, and supersedes in their entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter. This Agreement will inure to the benefit of and be binding upon the Parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.