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Terms & Conditions

TERMS AND CONDITIONS

 

Acceptance of the Terms and Conditions[1]

 

Welcome to [INSERT NAME OF WEBSITE], operated by Gems Group, Inc. (the “Company,” “we,” “our” or “us”).  Your access to, browsing of or use of this website and any mobile sites and applications (collectively, the “Website”) is subject to the following terms and conditions (the “Terms and Conditions”) as well as all applicable laws.  Please read the Terms and Conditions carefully.  By accessing, browsing or using the Website, you accept and acknowledge your assent to, without limitation or qualification, the Terms and Conditions and our Privacy Policy click here.  If you do not agree to the Terms and Conditions or the Privacy Policy, then please do not access, browse or use the Website.

 

Changes to the Terms and Conditions

 

We may revise and update the Terms and Conditions from time to time in our sole discretion.  All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter.  Your continued use of the Website following the posting of revised Terms and Conditions means that you accept and agree to the changes.  You are expected to check this page each time you access the Website so you are aware of any changes, as they are binding on you.

 

Copyright

 

Except for User Content (as defined below) and any other content specifically identified as belonging to a third party, all designs, text, graphics, the selection and arrangement thereof, and all code and software on and in the Website are Copyright 8 2019, Gems Group, Inc., a Florida corporation.  All rights reserved.  You should assume that the underlying code and everything you see or read on the Website (collectively, the “Information”) is copyrighted unless otherwise noted.  The Information may not be used other than in accordance with the Terms and Conditions without the prior written consent of the Company.  The redistribution, retransmission, republication, sale or commercial exploitation of the Information is expressly prohibited without the prior written consent of the Company, except that you may view and download one copy of the Information to one computer for your own personal, non‑commercial use only, provided that you do not delete or change any copyright, trademark or other proprietary notices.  The Company neither warrants nor represents that your use of the Information will not infringe upon the rights of third parties not owned by or affiliated with the Company.  You may not use any type of automated method of retrieving data from the Website, nor access, acquire, copy or monitor the Website or the Information, nor in any way reproduce or circumvent the navigational structure or presentation of the Website or the Information.  You may not obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website without the prior written consent of the Company.

 

Trademarks

 

The trademarks, logos and service marks (collectively, the “Trademarks”) displayed on the Website are registered and unregistered Trademarks of the Company and others.  Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website without the prior written consent of the Company or such third party that may own the Trademarks displayed on the Website.  The Trademarks displayed on the Website may not be used other than in accordance with these Terms and Conditions.  You are also advised that the Company will aggressively enforce its intellectual property rights to the fullest extent of the law, including seeking criminal prosecution.

 

Use of the Website

 

As a condition of you accessing, browsing and/or using the Website, you represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you possess the capacity and legal authority to create a binding legal obligation; (c) you will use the Website in accordance with these Terms and Conditions; and (d) all information you supply on the Website is true, accurate, current and complete.  We retain the right in our sole discretion to deny access to anyone to the Website, at any time or from time to time, and for any reason or for no reason, including, but not limited to, for violation of these Terms and Conditions or the documents referenced herein.

 

Prohibited Activities and Uses

 

You may use the Website only for lawful purposes and in accordance with these Terms and Conditions.  The Information, as well as the infrastructure used to provide such Information, is proprietary to the Company or the Company’s providers.  You agree not to: (a) use the Website or the Information for any commercial purpose; (b) access, monitor or copy any Information using any robot, spider, scraper or other automated means or any manual process for any purpose without the prior written consent of the Company; (c) violate the restrictions in any robot exclusion headers on the Website or bypass or circumvent other measures employed to prevent or limit access to the Website; (d) take any action that imposes, or may impose, in the Company’s discretion, an unreasonable or disproportionately large load on the Company’s infrastructure; (e) deep-link to any portion of the Website for any purpose without the prior written consent of the Company; (f) “frame,” “mirror” or otherwise incorporate any part of the Website into any other website without the prior written consent of the Company; (g) use the Website in any way that violates any applicable federal, state, local, or international law, rule or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States of America or other countries); (h) use the Website for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (i) use the Website to send, knowingly receive, upload, download, use or re-use any material that does not comply with these Terms and Conditions; (j) use the Website to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation; (k) use the Website to impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); or (l) use the Website to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

 

User Content

 

Some of the features of the Website, including, but not limited to, message boards, chat rooms, personal web pages or profiles, forums or bulletin boards may allow users to view, display, post, publish, share, store or manage (a) ideas, opinions, recommendations, or advice (“User Submissions”), or (b) literary, artistic, musical or other content, including, but not limited to, photos and videos (together with User Submissions, collectively, “User Content”).  User Content includes all content submitted through your account.  By posting or publishing User Content to the Website, you represent and warrant that (i) you have all necessary rights to distribute User Content via the Website, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) the User Content does not violate the rights of any third party.

 

Any User Content you post to the Website will be considered non-confidential and non-proprietary. By providing any User Content on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.

 

You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.  We are not responsible, or liable to any third party, for the content or accuracy of any User Content posted by you or any other user of the Website.

 

Errors and Omissions

 

Although the Company uses its best efforts to provide Information that is accurate and up to date at the time it is posted, the Company assumes no liability or responsibility for any errors or omissions in the Information.  The Information may contain technical inaccuracies, typographical errors or information that may have become outdated over time.  While the Company may revise the Information from time to time, the Company does not undertake, and hereby disclaims, the duty to correct, keep current or update the Information.

 

THE COMPANY IS PROVIDING THE WEBSITE AND THE INFORMATION ON AN “AS IS” AND “AS AVAILABLE” BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE WEBSITE, THE INFORMATION OR ANY WEBSITE THAT IS HYPERLINKED HERETO OR HEREFROM, INCLUDING, WITHOUT LIMITATION, THE ACCURACY OF THE INFORMATION, AND HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

 

Monitoring and Enforcement; Termination

 

We have the right to (a) remove or refuse to post any User Content for any or no reason in our sole discretion; (b) take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms and Conditions, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for the Company; (c) disclose your identity or other information about you to any third party who claims that material you posted violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website; or (e) terminate or suspend your access to all or part of the Website for any or no reason, including, without limitation, any violation of these Terms and Conditions or to assist with our fraud and abuse detection and prevention efforts.

 

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.  YOU WAIVE, INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

 

Disclaimer of Liability

 

Your access to, browsing of or use of the Website is at your own risk.

 

NEITHER THE COMPANY NOR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR AFFILIATES NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE WEBSITE OR THE INFORMATION SHALL BE LIABLE FOR ANY DAMAGES, LOSSES OR OTHER LIABILITIES, INCLUDING, WITHOUT LIMITATION, (A) DIRECT, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) LOSS OF OR DAMAGE TO DATA, SOFTWARE OR COMPUTER EQUIPMENT, (C) LOSS OF OR DAMAGE TO INCOME OR PROFITS, (D) LOSS OF OR DAMAGE TO PROPERTY OR (E) CLAIMS OF ANY PERSON OR ENTITY, WHETHER BASED IN LAW OR IN EQUITY OR ON STATUTE, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR ANY REASON ARISING OUT OF OR IN CONNECTION WITH THE ACCESS TO, BROWSING OF OR USE OF THE WEBSITE, THE INFORMATION OR ANY WEBSITE HYPERLINKED HERETO OR HEREFROM, INCLUDING, WITHOUT LIMITATION, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INACCURACY, INTERRUPTION, DEFECT, DELAY IN OPERATION OF TRANSMISSION, VIRUS, TROJAN HORSE, WORM OR OTHER HARMFUL COMPONENT, OR LINE FAILURE, OR ANY DECISION MADE OR ACTION OR INACTION IN RELIANCE ON THE WEBSITE, THE INFORMATION OR ANY WEBSITE HYPERLINKED HERETO OR HEREFROM.

 

Please note that some jurisdictions may not allow the exclusion of liability for incidental or consequential damages, so some of the above exclusions may not apply to you.

 

Indemnification

 

As a condition to accessing, browsing or using the Website, you agree to indemnify and hold harmless the Company, its affiliates and its and their respective directors, managers, officers, employees and agents against any and all liabilities, expenses (including, without limitation, attorney’s fees and court costs) and damages arising out of or otherwise in connection with claims resulting from or otherwise in connection with your access to or use of the Website, including, without limitation, any claims alleging facts that, if true, would constitute a breach of these Terms and Conditions.

 

Products and Services

 

The products and services described on the Website may not be available in all geographic areas.  Not all persons or entities are eligible for all of the products or services described.  The Company reserves the right to determine, in its sole discretion, the eligibility for any such product or service.  The Company may at any time and without notice make changes in, temporarily suspend or permanently discontinue the products or services described on the Website.

 

Cookies

 

The Company may set and access cookies on your computer.  A cookie is a piece of data stored on the user’s computer tied to information about the user.  Cookies allow the Website to serve the user with specific information tied to the user and help facilitate ongoing access to the Website.  You may refuse to accept cookies by activating the appropriate setting on your browser.  However, if you select this setting you may be unable to access certain parts of the Website.

 

Off-Website Links; Social Media

 

The third-party websites hyperlinked to or from the Website are not under the control of the Company (for example, links to Facebook, Twitter, Instagram, Pinterest and Google+).  The Company has not reviewed any or all of the third-party websites hyperlinked to or from the Website.  The Company does not make any representations or warranties regarding, and is not responsible for, the content or accuracy of any third-party websites hyperlinked to or from the Website.  The products and services which can be accessed, purchased or obtained through such third-party websites are from persons or entities other than the Company.  The Company does not make any representations or warranties of any kind, including warranty of merchantability or warranty of fitness for a particular purpose, with regard to such services and products.  If you chose to hyperlink to or from any third-party website hyperlinked to or from the Website, then doing so shall be at your own risk and the Company recommends that you carefully review such third-party websites’ terms and conditions and security and privacy policies, as they may differ from those of the Company.

 

Information About You and Your Visits to the Website

 

All information we collect on the Website is subject to our Privacy Policy click here.  By using the Website, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy and agree to it.

 

Prohibited Jurisdictions

 

The Company does not authorize the downloading or exportation of the Information or any software or technical data from the Website to any jurisdiction which prohibits the downloading or exportation of such Information or data or to any jurisdiction prohibited by United States export control laws.

 

Claims of Copyright Infringement

 

The Digital Millennium Copyright Act of 1998 (as amended, the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by the Website infringe your copyright, you (or your agent) may send the Company a notice requesting that the material be removed, or access to it be blocked. Such notice must include: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed upon; (c) a description of where the material that you claim is infringing is located on the Website; (d) your address, telephone number, and e-mail address; (e) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (f)  a statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Notices and counter-notices with respect to the Website should be sent to [Gems Group, Inc., P.O. Box 526523, Miami, Florida 33152, Attn: Carlos Oramas, Fax: ______________[2]].  The Company suggests that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

 

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

 

Choice of Law, Jurisdiction and Venue

 

The Website, the Information, the Terms and Conditions, any suit, claim, action or proceeding arising out of, or with respect to, any of the foregoing, or any judgment entered by any court in respect thereof, shall be governed by and construed in accordance with the laws of the State of Florida without regard to choice of law rules.  Any suit, action or proceeding arising out of, or with respect to, the Website, the Information or the Terms and Conditions, or any judgment entered by any court in respect thereof, shall be brought exclusively in the state courts of Miami-Dade County, Florida or, if jurisdiction is appropriate, in the United States District Court for the Southern District of Florida (Miami Division).  All parties hereby consent to personal jurisdiction in the State of Florida, acknowledge that venue is proper in the state courts of Miami-Dade County, Florida or, if jurisdiction is appropriate, in the United States District Court for the Southern District of Florida (Miami Division), and waive any objections that may exist, now or in the future, with respect to any of the foregoing.

 

Severability

 

In the event that any one or more of the provisions contained in these Terms and Conditions shall be declared invalid, void or unenforceable, the remaining provisions of these Terms and Conditions shall remain in full force and effect, and such invalid, void or unenforceable provision shall be interpreted as closely as possible to the manner in which it was written.

 

Entire Agreement

 

These Terms and Conditions and our Privacy Policy constitute the sole and entire agreement between you and the Company with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

 

Contact Information[3]

 

If you have any questions, comments or concerns about these Terms and Conditions, then you may contact us in the following ways:

 

Mailing Address:        Gems Group, Inc.

Attn:  [Carlos Oramas]

[P.O. Box 526523

Miami, FL 33152]

 

Email Address:           social@earthsmartflowers.com

 

Phone Number:          +1 305 468 3636

 

[1] Note to Client:  It is preferable that these Terms and Conditions are presented as a clickwrap with an “I accept” or “check the box” requirement.

[2] Note to Client:  Please add contact information.

[3] Note to Client:  Please add contact information.