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MEMBER Agreement

AGREEMENT TO TERMS AND CONDITIONS OF USE

THIS AGREEMENT TO TERMS AND CONDITIONS OF USE SET FORTH BELOW ARE THE APPLICABLE TERMS AND CONDITIONS ON WHICH FloristDirect.COM ("FloristDirect") PROVIDES YOU, AS A USER, ACCESS TO THIS WEB SITE AND ITS SERVICES ("TERMS"). PLEASE REVIEW THE TERMS CAREFULLY. BY CLICKING ON THE "I ACCEPT" BUTTON, BELOW BEFORE USING FloristDirect WEB SITE, AND BY YOUR USING THE FloristDirect WEB SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO ABIDE BY THE TERMS. IF YOU DO NOT AGREE TO ALL OF THE ABOVE, YOU MAY NOT ACCESS AND YOU ARE NOT AUTHORIZED TO USE THE FloristDirect WEB SITE.

Business on FloristDirect Web Site

(1) FloristDirect functions as a facilitator between its My Virtual Florist My Virtual Florist Members, as defined below, and providers of services and goods to its My Virtual Florist My Virtual Florist Members. The providers of goods and services include Growers/Distributors to Wholesalers, Wholesalers to Retailers, Retailers to Consumers and growers and suppliers of flowers and related products (collectively the "Suppliers"). FloristDirect, as an entity, is not involved in the actual transactions between the Suppliers and My Virtual Florist Members. FloristDirect exercises no control over the quality or other factors relating to the providing of services and/or sale of goods of Suppliers to the My Virtual Florist Members. FloristDirect is not responsible for or liable for the truth or accuracy of any listings posted by Suppliers, or the ability of the Suppliers to provide such services or sell such goods. FloristDirect cannot and does not control whether the Suppliers will complete the providing of the services or the sale of goods so offered, or whether the My Virtual Florist Members will complete the purchase of or pay for the services and/or goods contracted for or ordered by the Member.

(2) FloristDirect does not verify and does not guarantee the accuracy of any information that FloristDirect receives from a Supplier or My Virtual Florist Member. All information, prices and availability of services or goods are subject to change without notice. FloristDirect is not responsible for breach of contract or any intentional or negligent action on the part of a Supplier or My Virtual Florist Member, including specifically any action that results in any loss, damage, delay or injury to a My Virtual Florist Member.

(3) In consideration of FloristDirect providing a My Virtual Florist Member access to the FloristDirect web site, in the event of any dispute between FloristDirect and a My Virtual Florist Member, My Virtual Florist Member releases FloristDirect (and its officers, agents and employees) from any and all claims, demands and damages (actual, incidental and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.

My Virtual Florist Membership

(4) FloristDirect offers a standard My Virtual Florist Membership (sometimes herein referred to as the "Member" or the "My Virtual Florist Member").

(5) A Standard My Virtual Florist Member includes the following features and benefits:

(A) Access to and review of the AGREEMENT TO TERMS AND CONDITIONS OF USE set forth above on the FloristDirect web site and Right to Accept the Agreement;

(B) Right for an Individual or entity to "Join Now" as provided for at the end of the AGREEMENT TO TERMS AND CONDITIONS OF USE by duly completing the Standard My Virtual Florist Membership Registration Form;

(C) Agree to pay to FloristDirect a monthly My Virtual Florist Membership Fee as a Standard Member in the amount set forth in Paragraph 7 hereof payable monthly by an authorization to charge a credit card acceptable to FloristDirect;

(D) Right to cancel the My Virtual Florist Membership at any time for any reason by providing written notice of Cancellation to FloristDirect and/or web site billing service in accordance with Paragraph 21 hereof;

(E) Password access, using a password designated by Member, to the Standard My Virtual Florist Member's area of the FloristDirect web site;

(F) Create a My Virtual Florist Member Order, using the Member's Order Form on the FloristDirect web site, for flowers or goods to be shipped to party designated by Member payable by the Member by an authorization to charge a credit card acceptable to FloristDirect;

(G) Right to order at prices posted on the FloristDirect web site for a My Virtual Florist Member Order;

(H) Right to order flowers either by:
  (i) a Specific Design Bouquet and
  (ii) a My Virtual Florist Member directed order for specific flowers, all as posted on the FloristDirect web site;

(I) Right to select type of delivery of flowers as:
  (i) a local delivery;
  (ii) a remote delivery; and
  (iii) a delivery handled by a Supplier;

(J) Right to access classified ads from Suppliers posted on the FloristDirect web site; and

(K) Right to access a News Letter posted on the FloristDirect web site.

(L) Right to have FloristDirect prepare for a My Virtual Florist Member an individual web site using one of the standard web site formats available on the Virtual Florist Member's area of the FloristDirect web site;

(M) (A) Right to license from FloristDirect, or other designed licensee determined solely by FloristDirect, a registered domain name from a FloristDirect pre-approved lisiting of domain names (it being understood that FloristDirect has no control over the availability of domain names), and, if requested by the My Virtual Florist Member, such licensed registered domain name can be used as an extension of FloristDirect in the format of FloristDirect/(domain name), with FloristDirect having the right, in the event of any dispute over such domain name and in its sole and absolute discretion, to terminate such use, provided however, that the My Virtual Florist Member will be solely liable and responsible for all issues of liability, infringement and the like arising from the Unlicensed Use, as defined below, of the licensed registered domain name including as an extension of FloristDirect/(domain name) as a result of:
  (i) any unauthorized use;
  (ii) uses in violation of the license agreement terms and conditions; or
  (iii) other uses including illegal uses not specifically authorized in the Terms (collectively the "Unlicensed Use") and the applicable charges are to be authorized to be charged to a credit card acceptable to FloristDirect; and

(B) Right to have FloristDirect register, in your name, if the same is deemed available by an appropriate domain name registration agency to be checked by FloristDirect (it being understood that FloristDirect has no control over the availability of domain names), a domain name selected solely by the Virtual Florist Member and, if requested by the Virtual Florist Member, such registered domain name can be used as an extension of FloristDirect in the format of FloristDirect/(domain name), with FloristDirect having the right, in the event of any dispute over such domain name and in its sole and absolute discretion, to terminate such use, provided however, that the Virtual Florist Member will be solely liable and responsible for all issues of liability, infringement and the like arising from such use of the domain name including as an extension of FloristDirect/(domain name) and the applicable charges are to be authorized to be charged to a credit card acceptable to FloristDirect.

(D) Right to receive a commission payment from FloristDirect in an amount equal to twenty percent (20%) of Net Sales (Defined to be Gross Sales less discounts, returns, taxes and delivery charges) of all orders received from the My Virtual Florist Member's individual web site and filled by Florist Business, and Commission Statements and checks are to be mailed to the My Virtual Florist Member's address as designated on the My Virtual Florist Member's Registration Form on or before the 20th day of the month following the applicable month.

Monthly My Virtual Florist Membership Fee

(7) The present monthly My Virtual Florist Membership fee is $29.95 for a Siver Member, 39.95 for a Gold Member and $49.95 for a Platinum Member My Virtual Florist Membership. There is an additional monthly Associate My Virtual Florist Membership Fee. FloristDirect reserves the right with reasonable notice being provided in accordance with Paragraph 21, to change the applicable monthly My Virtual Florist Membership fees.

Member Terms and Conditions

(8) The services provided for on the FloristDirect web site are available only to individuals and entities as My Virtual Florist Members who can form legally binding contracts under applicable law. FloristDirect retains the right to refuse its services to anyone at any time in FloristDirect's sole and absolute discretion. Prospective My Virtual Florist Members are required to accurately and truthfully describe the nature of their primary business in registering to use FloristDirect web site on the Registration Form.

(9) A Member agrees to:
(i) pay the applicable My Virtual Florist Membership fee for the My Virtual Florist Membership Member to use the FloristDirect web site, as set forth in Paragraph 7 above and subject to the Exclusive Service mark License Agreement Terms as set forth in Paragraph 12 below;
  (ii) complete all transactions as agreed upon and for which My Virtual Florist Member has placed an order; and
  (iii) pay all fees, charges, and assessments arising from any payment processing that is declined and which are to be paid as an authorized charge to a credit card acceptable to FloristDirect.

(10) A My Virtual Florist Member agrees that any information provided or utilized by the My Virtual Florist Member in the sale of any service or goods through the FloristDirect web site:
  (i) shall not be fraudulent;
  (ii) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
  (iii) shall not violate any law, statute, ordinance or regulation;
  (iv) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
  (v) shall not be obscene; and
  (vi) shall not contain any viruses or other disabling devices or programs that are intended to damage, interfere with, intercept, download or expropriate any system, data or personal information including interfering with the operation of the FloristDirect web site or its business. A My Virtual Florist Member may not disclose or share that My Virtual Florist Member's password with an unregistered third party or use the Member's password for any unauthorized purpose.

(11) All information, including, without limitation, text, graphics, web pages, URLs, domain names, software and all HTML, CGI and other codes and scripts in any format used to implement the FloristDirect web site are the property of FloristDirect and/or Licensors (the "Business Information"). The Business Information on the FloristDirect web site is for authorized use only. A Member may not copy, modify, upload, download, transmit (re)publish, or otherwise distribute any Business Information from the FloristDirect web site except as expressly permitted by these terms and conditions. Each My Virtual Florist Members acknowledges that any misuse, including breach of the above designated restrictions, will be deemed to be and are a violation of FloristDirect' copyright, trademark and other proprietary rights and that United States Copyright Law, Trademark Law and applicable international treaties and conventions governing intellectual property law protect all such Business Information.

Trademark Rights/Exclusive Serice Mark License Rights

(12) Any and all domain names trademarks, service marks, trade name, slogans and the like (collectively the "Trademark Rights") that FloristDirect uses in connection with FloristDirect web site shall remain the exclusive property of FloristDirect. Except as set forth below, nothing contained in the terms and conditions hereof shall be deemed to give or to grant to a Member any rights, license or otherwise, in or to any Trademark Rights. FloristDirect grants to a Member, provided that the My Virtual Florist Membership Fee has been paid, a revocable, exclusive, nontransferable, worldwide and royalty-free license and right to use the domain name assigned to the My Virtual Florist Member by FloristDirect (Such assignment to be in the sole and absolute discretion of FloristDirect), any web pages developed, maintained and hosted by FloristDirect or on a My Virtual Florist Member's behalf by FloristDirect. My Virtual Florist Member retains ownership of any Business Information provided by Member, and first approved in writing by FloristDirect, for display or use on the FloristDirect web site, including, without limitation, text, logos, marks or images ("Member Business Information"), and My Virtual Florist Member hereby grants to FloristDirect a revocable, nonexclusive, nontransferable, worldwide and royalty-free license to display and use the Member Business Information in the operation, display or promotion of the FloristDirect web site. The grant of a Exclusive Service Mark License Right to use a domain name from the listing of pre-approved domin names as set forth in Paragraph 5(M) above, is subject to the following license terms and conditions: EXCLUSIVE SERVICE MARK LICENSE AGREEMENT This EXCLUSIVE SERVICE MARK LICENSE AGREEMENT is made and entered into the date that a My Virtual Florist Member ("Member") is registered with FloristDirect.Com ("FloristDirect").

WITNESSETH: WHEREAS, Member, upon registering for a standard My Virtual Florist Membership with FloristDirect, is to be granted a revocable, exclusive, nontransferable, world wide and royalty-free license and right to use a specifically identified domain name owned or controlled by FloristDirect for use by Member, in accordance with the Agreement to Terms and Conditions of Use agreed to by Member, for the period that the Member is deemed by FloristDirect, in its sole and absolute discretion, to be a valid My Virtual Florist Member and the applicable license is to be in accordance with the terms and conditions of this Exclusive Service Mark License Agreement (the "Exclusive License Agreement"). NOW THEREFORE for and in consideration of the mutual covenants and promises herein set forth, the parties hereto hereby agree as follows:

1. Grant of License Right: FloristDirect hereby grants to the Member for the term specified in Paragraph 2 a revocable, exclusive, nontransferable, world wide and royalty-free license and right to use a specifically identified domain name owned or controlled by FloristDirect for use by Member, in accordance with the Agreement to Terms and Conditions of Use agreed to by Member and this Exclusive License Agreement, which domain name is to be selected by Member from a pre-approved list to be submitted to Member by FloristDirect.
2. Term and Termination: The term of this Exclusive License Agreement will commence and become effective on the date that FloristDirect assigns to the Member a domain name for exclusive use by the Member in accordance with the standard My Visual Florist Membership. The term of this Exclusive License Agreement shall be for only the time period that Member is deemed by FloristDirect, in its sole and absolute discretion, to be a valid My Virtual Florist Member. This Exclusive License Agreement may be terminated by either party upon thirty (30) days prior written notice provided in accordance with the terms and conditions of the Agreement to Terms and Conditions of Use agreed to by the Member. This Exclusive License Agreement may also be terminated by either party in the event of a breach or default by the other party as provided in Paragraph 5 below; except that FloristDirect has the right to immediately terminate this Exclusive License Agreement in the event that FloristDirect receives any notice that a domain name or Member's Business Information violates any alleged rights of a third party, and Member hereby authorizes, empowers and consents to FloristDirect immediately removing and/or discontinuing use of such domain name and/or Business Information to be determined solely in the discretion of FloristDirect.

3. Fees and Payment: For all rights and privileges and services rendered or provided for hereunder by FloristDirect, Member shall pay to FloristDirect the applicable membership fee for a standard My Virtual florist membership in accordance with the Agreement to Terms and Conditions of Use agreed to by member.

4. Right of Review: The following elements of each offering of services under the domain name (the "Services") shall be subject to FloristDirect's prior review and written approval, which approval shall not be unreasonably withheld, and shall be rendered within ten (10) working days of receipt of the element of the Services:
(A) Content and format of Web Page offering the Services and goods;
(B) All advertising and promotional materials created, developed or used in connection with the Services and goods; and
(C) Any use of the domain name or of FloristDirect name; and
(D) Any use not expressly contemplated by this Exclusive License Agreement.
5. Default Provisions: (A) In the event that either party ("Defaulting Party"):
(i) Materially or repeatedly defaults in the performance of any of its duties or obligations set forth in the Agreement to Terms and Conditions of Use agreed to by Member or of this Exclusive License Agreement and such default is not substantially cured within ten (10) days after written notice is given by the other party specifying the default; or
(ii) Defaults in the payment of any amount due to the other party under Agreement to Terms and Conditions of Use agreed to by Member or under this Exclusive License Agreement and the defaulting party fails to or does not cure the default within five (5) business days after written notice is given by the other party specifying the default; and
(B) Notwithstanding anything to the contrary herein contained, the termination of the Exclusive License Agreement shall not relieve the parties of their obligations including the making of all payments due.
6. Independent Contractor: It is understood that Member is not an employee of FloristDirect and shall not be entitled to any rights or benefits granted to employees of FloristDirect and that Member is an independent contractor, and no employee-employer, partnership, agency, joint venture or franchiser-franchisee relationship is created, or is intended to be created, with FloristDirect or any other party by this Exclusive License Agreement.
7. Covenant of Member: Member covenants and agrees that it will not knowingly permit, do or commit any act or thing that would degrade, tarnish or depreciate FloristDirect or its public image.
8. Indemnity: Member agrees to indemnify and hold harmless FloristDirect, its employees, assignees, and heirs against any and all claims, damages, liabilities(including, but not limited to, liability for personal injury and liability for breach of confidentiality), costs and expenses, including without limitation, reasonable legal fees and costs arising out of the use of any material furnished by FloristDirect in connection with the services performed or goods sold hereunder, or resulting from any customer or Member or third party action of any kind, or resulting in any way from the sale of goods or offering of services pursuant to this Exclusive License Agreement, or incurred for or by reason of the breach of Member of any of the obligations, warranties, agreements, covenants or representations herein contained. FloristrDirect shall provide Member with prompt written notice of any claim hereunder and Member shall have the right to defend same.
9. Notices: Except as explicitly stated otherwise, any notices to FloristDirect shall be given by email to Blooming@mindspring.com or such other address as FloristDirect shall specify. Any Notices to a Member shall be given by email to the email address designated by a My Virtual Florist Member during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or unless FloristDirect receives notification that the message cannot be delivered by email. Alternatively, FloristDirect may give a My Virtual Florist Member notice by overnight courier or certified mail, postage prepaid and return receipt requested, to the address provided to FloristDirect during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
10. Entire Agreement/Miscellaneous Terms and Conditions/Arbitration:
(A) Except for the Agreement to Terms and Conditions of Use agreed to by Member, this Exclusive License Agreement constitutes the complete and exclusive statement of the agreement between Member and FloristDirect with respect to the subject matter herein set forth and supersedes all prior agreements by and between the parties.
(B) This Exclusive License Agreement may not be amended, altered or terminated except in writing.
(C) This Exclusive License Agreement cannot be assigned by Member without the prior written consent of FloristDirect, which consent is to be in the sole and absolute discretion of FloristDirect. This Exclusive License Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns.
(D) The language used in this Exclusive License Agreement shall be deemed to be the language chosen by the parties thereto to express their mutual intent and no rule of strict construction against any party shall apply to any term or condition thereof.
(E) Governing Law: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
(G) Upon any termination, all rights for member to use the licensed domain name shall terminate and all rights, title and interest thereto shall be vested solely in FloristDirect or its assignee.
(H) Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association by a single arbitrator in a location to be agreed to by the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof and shall not be appealable.
(13) Any business conducted by My Virtual Florist Member using the FloristDirect web site shall be at the sole risk and responsibility of the My Virtual Florist Member. FloristDirect shall not be responsible for payment of any taxes, FICA payments, medical and other insurance, workmen's compensation insurance, withholding for state and federal taxes and the like for a Member in the United States or otherwise. FloristDirect shall not be responsible for any losses incurred by Member in using the FloristDirect web site. In the event that ForistBusiness receives any notice that a domain name or Member's Business Information violates any alleged rights of a third party, Member hereby authorizes, empowers and consents to FloristDirect immediately removing and/or discontinuing use of such domain name and/or Business Information to be determined solely in the discretion of FloristDirect.
(14) A My Virtual Florist Member is an independent contractor, and no employee-employer, partnership, agency, joint venture or franchiser-franchisee relationship is created, or is intended to be created, with FloristDirect or any other party by these Terms.

No Warranty
(15) THE ACCURACY AND RELIABILITY OF THE BUSINESS INFORMATION ON FloristDirect WEB SITE IS NOT GUARANTEED. THE BUSINESS INFORMATION FROM OR THROUGH THE FloristDirect WEB SITE IS PROVIDED "AS IS" AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED ARE DISCLAIMED INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FloristDirect ASSUMES NO LIABILITY FOR ANY ERRORS, PROGRAM INTERRUPTIONS, VIRUSES, OMISSIONS OR OTHER PROBLEMS WITH THE BUSINESS INFORMATION ON THE FloristDirect WEB SITE. FloristDirect MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER WITH RESPECT TO THE BUSINESS INFORMATION ON FloristDirect WEB SITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED OR ACCESSED THROUGH THE FloristDirect WEB SITE, FOR ANY GOODS, PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTY SITES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH FloristDirect WEB SITE OR ANY FURTHER LINKED SITE. FloristDirect DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE FloristDirect WEB SITE, AND OPERATION OF THE FloristDirect WEB SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF FloristDirect CONTROL.

Limitation of Liability
(16) IN NO EVENT SHALL FloristDirect BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICES ON THE FloristDirect WEB SITE, EVEN IF FloristDirect HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSIONS OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO A MEMBER IN SUCH STATE.

Indemnification
(17) My Virtual Florist Member agrees to and shall indemnify, defend and hold harmless FloristDirect and its officers, employees, agents, successors and assigns, from any and all suits, losses, claims, demands, liabilities, costs and expenses (including reasonable attorneys' fees) that FloristDirect may sustain or incur, arising from or out of a respective: (i) My Virtual Florist Member's failure to comply with any applicable laws and/or regulations; (ii) My Virtual Florist Member's breach of any of its obligations set forth in these Terms; or (iii) My Virtual Florist Member's use of the FloristDirect web site.

General Terms and Conditions
(18) In the event that FloristDirect, or a contracted web site processing agency, initiates, processes or clears either: (i) a transaction involving a bank card (e.g., VISA, Mastercard) or a credit card (e.g., American Express, Novus/Discover) [hereinafter, the "Credit Card Transactions"]; (2) an Automated Clearinghouse transaction [hereinafter, "Clearinghouse Transaction"]; (3) debit card transaction; or (4) an Electronic Transaction, to facilitate funds transfers between or among My Virtual Florist Members, suppliers, customers of My Virtual Florist Members or FloristDirect, the following terms shall apply:

    (A) My Virtual Florist Member authorizes FloristDirect to make an electronic authorization request for every Credit Card Transaction or Clearinghouse Transaction;
    (B) My Virtual Florist Member agrees to pay all fees, charges, discounts or other interchange fees and assessments associated with any Credit Card Transaction or Clearinghouse Transaction;
    (C) If required by FloristDirect, My Virtual Florist Member shall cooperate in providing reasonable amount of information in response to any retrieval request for information received by FloristDirectnrelating to any such chargebacks from any Credit Card Transaction, Clearinghouse Transaction, Debit Card Transaction or Electronic Transaction;

(19) FloristDirect Privacy Policy shall apply to all business conducted on the FloristDirect web site and a copy thereof is available to My Virtual Florist Members on the FloristDirect web site. FloristDirect reserves the right to modify, change, delete, add to or otherwise amend to FloristDirect Privacy Policy with reasonable notice being provided as set forth in Paragraph 21.

(20) The Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws provisions. My Virtual Florist Member and FloristDirect agree that an appropriate state or federal court located in the State of California shall have exclusive jurisdiction over all disputes, and the parties agree that such court shall have venue for all such disputes.

(21) Except as explicitly stated otherwise, any notices to FloristDirect shall be given by email to Blooming@mindspring.com or such other address as FloristDirect shall specify. Any Notices to a My Virtual Florist Member shall be given by email to the email address designated by a My Virtual Florist Member during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or unless ForistBusiness receives notification that the message cannot be delivered by email. Alternatively, FloristDirect may give a My Virtual Florist Member notice by overnight courier or certified mail, postage prepaid and return receipt requested, to the address provided to FloristDirect during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

(22) FloristDirect reserves the right to change, modify, suspend or discontinue any aspect of the FloristDirect web site at any time, including the availability of any domain name, features, database, or Business Information on the FloristDirect web site, and will provide reasonable notice of such changes on the FloristDirect web site.

(23) FloristDirect may terminate a My Virtual Florist Member's access or suspend any My Virtual Florist Member's access to all or part of FloristDirect web site, without notice, for any conduct that FloristDirect, in its sole and absolute discretion, believes violates any applicable law or which is deemed harmful to FloristDirect, or if a My Virtual Florist Member is found to have engaged in fraudulent activity in connection with the FloristDirect web site or registration for use of the FloristDirect web site.

(24) These Terms represent the entire understanding and agreement between FloristDirect and My Virtual Florist Member.

(25) I AGREE TO ACCEPT THIS AGREEMENT AND SPECIFICALLY AGREE TO THE TERMS AND CONDITIONS OF THE EXCLUSIVE SERVICE MARK LICENSE AGREEMENT WHICH SHALL APPLY TO THE DOMAIN NAME LICENSED TO MEMBER: I CERTIFY THAT I HAVE READ THE AGREEMENT AND AGREE TO THE ABOVE AGREEMENT TO TERMS AND CONDITIONS OF USE AND THE EXCLUSIVE SERVICE MARK LICENSE AGREEMENT AS SET FORTH IN THIS AGREEMENT AND I AGREE TO BE A MY VIRTUAL FLORIST MEMBER. Upon completion of this Agreement to Terms and Conditions of Use, you will be directed to the "JOIN NOW" section so that you can complete the Registration Form for the My Virtual Florist Membership designated above.