This Lovingly Shop Services Agreement (this “Shop Services Agreement”) describes the terms under which you (“you” or “Retailer”) are purchasing the right to use the Lovingly Shop Services from Lovingly, LLC, (“we,” “us” or “Lovingly”), with a principal place of business located at 885 West Georgia St. STE 1480, Vancouver, BC V6C 3E8.

1. Binding Agreement.

1. Binding Agreement. This Shop Services 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. By executing a Shop Services Order Form, you accept this Shop Services Agreement. This Shop Services Agreement is effective as of the date indicated on your Shop Services Order Form (the “Effective Date”).

3. Modifications. We may modify this Shop Services Agreement from time to time, and will always post the most current version on our site. If a modification meaningfully reduces your rights, we will notify you (for example, by sending you an email or displaying a prominent notice within the Lovingly Shop Services). The notice will designate the date on which the modifications become effective. Modifications will never apply retroactively. By continuing to use or access the Lovingly Shop Services after any modifications come into effect, you agree to be bound by the modified Shop Services Agreement, including any price changes. If you disagree with our changes, then you must stop using the Lovingly Shop Services.

2. Definitions.

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

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

3. “Directories” has the meaning given to it in Section 7.

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

5. “Enhanced Services” has the meaning given in Section 10(b).

6. “Florist’s Choice Daily Deal” has the meaning given to it in Section 5(b).

7. “Initial Term” has the meaning given to it in your Shop Services Order Form.

8. “Legacy Plan” has the meaning given in Section 10(b).

9. “Liquidated Damages” has the meaning given to it in Section 11(d).

10. “Lovingly” has the meaning given to it in the preamble.

11. “Lovingly Shop” has the meaning given to it in Section 4.

12. “Lovingly Shop Pro” has the meaning given to it in Section 10(b).

13. “Lovingly Shop Services” has the meaning given to it in Section 4.

14. “Non-recurring Customer” is understood to be identified by the customer’s email address in a previous transaction with the partner through the Lovingly platform.

15. “Party” or “Parties” means you or Lovingly or both as dictated by context.

16. “Renewal Term” has the meaning given to it in Section 11(b).

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

18. “Retailer Terms of Service” means the terms of service located at https://www.lovingly.com/legal/us/retailer-terms, which provides the general terms and conditions governing your relationship with Lovingly, and applicable to you and Lovingly.

19. “Service Fee” has the meaning given to it in Section 10(b).

20. “Shop Customer” means any individual or organization that visits your Lovingly Shop in order to browse or purchase your goods or services.

21. “Shop Services Agreement” has the meaning given to it in the preamble.

22. “Shop Services Order Form” means the initial order form for shop services that you signed specifying the basic terms under which you are purchasing the Lovingly Shop Services

23. “Term” has the meaning given to it in Section 11(b).

24. “Transaction” has the meaning given to it in Section 9(a).

25. “Transaction Fee” has the meaning given to it in Section 9(a).

3. Incorporated Documents; Conflicts.

1. This Shop Services Agreement incorporates the following documents by reference:

1. your Shop Services Order Form;

2. the Retailer Terms of Service; and

3. 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 Shop Services Agreement, your Shop Services Order Form, 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. the Shop Services Order Form;

2. this Shop Services Agreement (for matters pertaining exclusively to your Lovingly Shop);

3. the Retailer Terms of Service; and

4. any other terms or document incorporated herein.

4. The Lovingly Shop. During the Term, Lovingly shall create, manage, and host an e-commerce website for your business (the “Lovingly Shop”), including but not limited to (a) managing domain names (subject to the provisions of Section 6 below), (b) providing website design, content, and online ordering and payment capabilities, (c) providing access to an order and payment management system for purposes of managing orders made via the Lovingly Shop, (d) search engine optimizing the Lovingly Shop, and (e) managing all of your online business listings (collectively the “Lovingly Shop Services”).

5. Design and Marketing Decisions.

1. Lovingly may consult with you regarding the initial content and template design of the Lovingly Shop, however Lovingly shall have no obligation to notify you or consult with you regarding the Lovingly Shop design, including any changes thereto. If you and Lovingly disagree as to any decision regarding Lovingly’s performance of the Lovingly Shop Services, including but not limited to the design of the Lovingly Shop, Lovingly’s sole determination shall be final.

2. Regarding listing of products and services available for sale on your Lovingly Shop, you will determine, and your decision would be final, as to (i) what products and services will be sold via the Lovingly Shop (with the exception of the Florist's Choice Daily Deal, which you hereby agree to offer), and (ii) the sale price of the products and services sold via the Lovingly Shop. As used herein, the “Florist's Choice Daily Deal” means an arrangement of flowers as determined by the florist in standard, deluxe, and premium sizes. You hereby acknowledge that the Florist’s Choice Daily Deal may be marketed to you or your Shop Customers under a different name from time to time.

6. Domain Names.

1. You agree to name an individual specified by Lovingly as the technical, administrative and registrant contact for any domains hosted by Lovingly. You shall be solely responsible for paying all domain name maintenance and ownership fees for domain names obtained by you and transferred to Lovingly, including while Lovingly holds the domain name. Lovingly reserves the right, in its sole discretion, to waive the fees discussed in this Section 6(a).

2. Lovingly shall transfer the domain name(s) back to you upon the termination of this Shop Services Agreement, provided that Lovingly has received all amounts due to it hereunder, including but not limited to any Liquidated Damages due under Section 11(d) of this Shop Services Agreement. If Retailer fails to pay any such outstanding amounts within 60 calendar days of termination, all rights, title and interest in the domains covered by this Section 6 will transfer to Lovingly.

3. Retailer will not have any rights in, and Lovingly will not transfer to Retailer any domain names that Lovingly purchases in providing the Lovingly Shop Services. Retailer will not be responsible for any fees related to any such domain names purchased by Lovingly.

4. Except as provided in this Section 6, domain name(s) associated with the Lovingly Shop may not be transferred, substituted, or altered during the Term. In its sole discretion, Lovingly may change the Lovingly Shop domain name, redirect other domain names to the Lovingly Shop, and determine to which domain name all others will be redirected.  

5. Except as otherwise provided in this Agreement, Lovingly and its licensors retain all rights in the content, design, technology and other materials incorporated into the Lovingly Shop.

7. Online Business Listings. During the Term, Lovingly shall manage all of your third party online business listings, including but not limited to Google Places, Google Business Profile (fka "Google My Business Page"), and Bing Local (collectively, the “Directories”). You acknowledge and agree that the Lovingly Shop domain name will be listed as your business’ primary website on the Directories.

8. Featuring Your Shop. We may choose to feature certain Lovingly Shops or names, trademarks, service marks or logos included on those Lovingly Shops. To the extent you retain any rights to any content featured in your Lovingly Shop, you grant us a perpetual, worldwide, royalty-free, non-exclusive right and license to use any version of your Lovingly Shop, or any portion of your Lovingly Shop, including without limitation names, trademarks, service marks or logos on your Lovingly Shop, for the purposes of providing, improving, marketing or promoting our services. For example, we may feature your Lovingly Shop on our website or social media accounts. You waive any claims against us relating to any moral rights, artists’ rights or any other similar rights worldwide that you may have in or to your Lovingly Shop or names, trademarks, service marks or logos on your Lovingly Shop and any right of inspection or approval of any such use. You can opt out of being featured by sending a message to help@lovingly.com. This paragraph does not affect any rights you may have under applicable data protection laws.

9. Basic Fees.

1. Transaction Fee. You hereby authorize Lovingly to charge a transaction fee (the “Transaction Fee”) from the monies due to you for each Shop Customer purchase made via your Lovingly Shop (each, a “Transaction”). The Transaction Fee is specified in your Shop Services Order Form and your Retailer Account. If a full or partial refund of the Transaction is provided by you to a Shop Customer, Lovingly shall refund a full or pro rata portion of the Transaction Fee to you, as applicable. Lovingly may increase the Transaction Fee effective upon the beginning of any Renewal Term, provided that Lovingly shall indicate such an increase to you in writing, at least thirty (30) days prior to the start of the applicable Renewal Term.

2. Credit Card and Charge Back Fees. In addition to the Transaction Fee, you hereby authorize Lovingly to charge its standard credit card and charge back fees pursuant to the Retailer Terms of Service.

10. Service Plans; Services Fee.

1. Generally. From time to time, Lovingly may add feature sets to the Services. These added features may be offered as part of your Legacy Plan or made available as part of a higher service plan ( “Lovingly Shop PRO”).

2. Lovingly Shop PRO and Lovingly Shop PRO+

1. The Lovingly Shop PRO and Lovingly Shop PRO+ plans (together, the “Enhanced Plans”) include all of the enhanced service offerings (“Enhanced Services”) described at https://www.lovingly.com/shop-pro-feature-list/.

2. The Enhanced Plans are distinguished by the inclusion of a Service Fee, currently set at $9.99, (the “Services Fee”) either directly in, or amended to, your Lovingly Shop Agreement. The Services Fee appears on all of your non-recurring customer’s orders, which will be passed directly through to your customers.

3. The Service Fee allows us to offer the enhanced features that are available through the Enhanced Plans.

3. Legacy Plan.The Legacy Plan is distinguished by the exclusion of the Service Fee. The Legacy Plan includes all standard features and is subject only to the fees listed in Section 9 above, but is not entitled to the Enhanced Services. The Legacy Plan is not available for new Lovingly Shops. However, Lovingly Shops that are currently on the Legacy Plan shall have their Legacy Plan automatically renewed unless they decide to change.

11. Term and Termination.

1. Initial Term. This Shop Services Agreement will become effective on the Effective Date and shall continue for the Initial Term as specified on your Shop Services Order Form.

2. Renewal. After the Initial Term, this Shop Services Agreement will renew automatically for successive one (1) year periods (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless notice of intent to not renew is given by either party, in writing, at least thirty (30) days and at most ninety (90) days prior to the end of the then-current Term. If notice of intent to not renew is given by either party pursuant to this Section 11, this Shop Services Agreement will terminate at the end of the then-current Term.

3. Termination.

1. Either party may terminate this Shop Services Agreement for any reason upon two (2) weeks’ prior written notice to the other Party.

2. In addition to any termination rights bestowed elsewhere in this Shop Services Agreement, Lovingly may immediately terminate this Shop Services Agreement if Retailer is in breach of the terms of this Services Agreement or the Retailer Terms of Service.

3. If during any continuous six (6) week period, Retailer actively processes orders through its Lovingly Shop for fewer than five (5) days per week, this Shop Services Agreement shall be automatically terminated with the termination date designated the beginning of the breaching period.

4. If Retailer actively cancels more than 40% of orders over a 90 day period, this Shop Services Agreement shall be automatically terminated with the termination date designated the beginning of the breaching period.

4. Early Termination and Liquidated Damages.

1. If this Shop Services Agreement is terminated pursuant to sub-clauses (ii), (iii) or (iv) or Retailer terminates this Store Services Agreement pursuant to sub-clause (i) of Section 11(c), then Retailer shall pay to Lovingly an amount equal to the number of calendar months (including any partial month) from the effective date of such termination through and including the month in which the next Renewal Term would have begun, multiplied by the greater of:

1. Four Hundred and Ninety Nine Dollars ($499.00) per month; or

2. The average monthly fees paid by Retailer to Lovingly during the twelve (12) month period immediately prior to the month of termination or, if shorter, the period since Retailer signed the Shop Services Order Form.

2. Any amounts paid pursuant to this Section 11(d) are considered “Liquidated Damages.”

3. If the effective date of such termination is less than thirty (30) days prior to the beginning of the next Renewal Term, and if Retailer has not cancelled renewal pursuant to Section 11(b) above, Liquidated Damages will include each month in such Renewal Term along with the then-current month.

4. If the Lovingly Shop is not publicly accessible over the internet within ninety (90) calendar days from the Effective Date, Retailer shall pay Liquidated Damages as if Retailer had terminated this Shop Services Agreement on such ninetieth (90th) day.

5. Liquidated Damages will not be pro-rated for partial months.

6. The Parties agree that quantifying losses arising from Retailer’s early termination is inherently difficult insofar as such termination may impact Lovingly’s reputation, impair Lovingly’s ability to adequately respond to variable market demand, or require Lovingly to provide non-monetary concessions (such as replacement bouquets or free shipping) to Shop Customers that would have otherwise been serviced by Retailer. The Parties further stipulate that the agreed upon sum is not a penalty, but rather a reasonable measure of damages, based upon the parties’ experience in the floral industry and given the nature of the losses that may result from such early termination.

7. This Section 11 does not apply where Retailer’s early termination is a result of Lovingly’s breach of this Shop Services Agreement.

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