Article I.  TERMS

Section 1.01   Purpose. The purpose of this Agreement is to define the terms under which Miss You Blooms will provide floral delivery services to columbariums and cemeteries. Miss You Blooms is committed to delivering fresh floral arrangements with care and respect to designated memorial sites, ensuring a reliable and professional service. This Agreement outlines the scope of services, delivery procedures, and responsibilities to ensure a seamless experience for clients who wish to honor their loved ones through floral tributes.

Section 1.02  Parties. This Service Agreement ("Agreement") is entered into by and between Miss You Blooms, a Texas [business entity type, e.g., limited liability company, corporation], with its principal place of business at [PO Box 71, Lavon TX 75166] ("Service Provider"); and

[Client Name], an individual or entity requesting floral delivery services under this Agreement ("Client").

Collectively, the Service Provider and Client may be referred to as the "Parties" and individually as a "Party." This Agreement sets forth the terms and conditions governing the delivery of floral arrangements to designated columbariums and cemeteries as requested by the Client.

Section 1.03  Scope of Services.

(a) The Service Provider agrees to provide floral delivery services, including the arrangement, preparation, and delivery of flowers to columbariums and cemeteries, as specified in individual Statements of Work (each an "SOW" and collectively "SOWs"). Each SOW, once executed by both parties, shall be incorporated into and form part of these General Terms and Conditions for Services (the "Agreement"). The initial SOW is attached as Exhibit A.

(b) In the event of any conflict between the terms of an SOW and this Agreement, the terms of this Agreement shall prevail. The Service Provider shall have no obligation to perform services until an SOW has been duly executed by authorized representatives of both parties. The existence of this Agreement does not obligate the Service Provider to enter into any SOWs or to provide services unless otherwise agreed in writing.

Section 1.04  Payment & Billing.

(a) One-Time Purchases.  Payment for one-time floral delivery orders must be made in full at the time the order is placed. Orders will not be processed until payment in full is received.

(b) Subscription Services. Clients who enroll in a subscription service, whether on a monthly or annual basis, will be billed automatically according to the selected billing cycle.

(c) Recurring Payments Authorization. By subscribing to a recurring service, the Client authorizes Service Provider to charge the designated payment method on a recurring basis in accordance with the chosen billing cycle. Charges will continue until the subscription is canceled as outlined in Section 2.01 of this Agreement.

(d) Payment Methods. Service Provider accepts payments through credit/debit cards, PayPal. The Client is responsible for ensuring that the payment method on file remains valid and up to date.

(e) Failed Payments. If a payment fails or is declined, the Service Provider may suspend or cancel the Client's service until payment is successfully processed. The Client is responsible for any applicable late fees or reprocessing charges.

Section 1.05  Orders & Deliveries.

(a) Designated Delivery Locations. All floral deliveries will be made exclusively to columbariums and cemeteries as specified by the Client at the time of order. The Client is responsible for providing the exact delivery location, including any necessary details such as section, plot, or niche information, to ensure accurate placement.

(b) Client Responsibility for Delivery Information. The Client is solely responsible for ensuring that all delivery details provided are accurate and complete. Service Provider shall not be liable for failed or misplaced deliveries resulting from incorrect, incomplete, or outdated information provided by the Client. Any necessary redelivery due to inaccurate details may result in additional charges. If such charges occur, the client will be responsible for these charges.

(c) Delivery Scheduling. Delivery schedules are subject to availability and may vary based on factors such as weather conditions, cemetery or columbarium access restrictions, holidays, and other unforeseen circumstances. While the Service Provider will make reasonable efforts to complete deliveries as scheduled, delays may occur, and the Service Provider is not responsible for any inconvenience or loss resulting from such delays.

(d) Restricted or Limited Access. If a designated delivery location imposes restrictions on access (such as limited visiting hours, special permits, or security requirements), the Client must inform the Service Provider in advance. Failure to do so may result in delayed or unsuccessful delivery, and additional fees may apply for rescheduling.

Section 1.06  Duration. This Agreement shall become effective on the date of acceptance by the Client and shall remain in effect until all services have been completed for one-time purchases or, for subscription services, until terminated by either Party in accordance with Section 2.01.

(a) Subscription Services. For Clients enrolled in a subscription service, this Agreement shall continue on a recurring basis according to the selected billing cycle (monthly or annual) unless canceled by either Party.

Section 1.07  Contractors.

(a) The Client acknowledges and agrees that the Service Provider may engage subcontractors or consultants to assist in the preparation, arrangement, and delivery of flowers to columbariums and cemeteries under this Agreement.

Section 1.08  No exclusivity.

(a) The Client acknowledges and agrees that the Service Provider may provide floral arrangement and delivery services to other clients, including individuals, businesses, cemeteries, or columbariums, at the Service Provider’s discretion. Nothing in this Agreement shall be construed as limiting the Service Provider’s right to contract with or perform services for additional clients.

Section 1.09  Acceptance of Terms.

(a) By placing an order for floral delivery services, whether as a one-time purchase or through a subscription, the Client acknowledges and agrees to be bound by the terms and conditions set forth in this Agreement. The Client further affirms that they have read, understood, and accepted these terms before completing their purchase.

(b) If the Client is acting on behalf of an entity, they represent and warrant that they have the authority to bind that entity to this Agreement.

(c) Continued use of Service Provider’s services, including subscription renewals, constitutes the Client’s ongoing acceptance of the terms of this Agreement, including any updates or modifications as communicated by Service Provider.

Article II.  CONDITIONS.

Section 2.01  Termination & Cancellation.

(a) Termination by Client. The Client may terminate this Agreement by canceling their subscription or discontinuing the use of Service Provider’s services. For subscription services, cancellation must be made in accordance with Section 2.01(d). No refunds will be issued for any unused portion of a subscription.

(b) Termination by Service Provider. Service Provider reserves the right to terminate this Agreement and any associated services at its discretion, with or without cause, including but not limited to:

(i) Failure to make timely payments.

(ii) Violation of the terms of this Agreement.

(iii) Providing false or misleading information.

(iv) Any conduct that Service Provider deems inappropriate, abusive, or detrimental to its business operations.

(v) In cases of termination due to Client misconduct or breach of Agreement, no refunds will be issued.

(c) Effect of Termination. Upon termination of this Agreement, all rights and obligations of the Parties shall cease, except for any outstanding payment obligations and provisions that, by their nature, should survive termination, including but not limited to Sections related to payments, liability, and dispute resolution.

(d) Monthly Subscription Cancellation. Clients subscribed to a monthly billing cycle may cancel their subscription at any time. However, cancellation requests must be submitted prior to the next billing date to avoid being charged for the following month. If a cancellation request is received after the billing date, the subscription will remain active for the current billing cycle and terminate at the end of that period. No refunds will be issued for the remaining duration of the billing cycle.

(e) Annual Subscription Cancellation. Clients subscribed to an annual billing cycle must submit cancellation requests before the next annual billing date. If a cancellation request is received after the billing date, the subscription will remain active for the entire annual term and will terminate at the end of that cycle. No refunds or prorated credits will be provided for the unused portion of the subscription.

(f)  No Partial Refunds. Service Provider does not issue partial refunds or credits for unused portions of a subscription, regardless of the cancellation date. Clients will continue to receive services for the remainder of the active billing cycle before termination becomes effective.

Section 2.02  No Refund Policy.

(a) General Policy. All sales, including one-time floral delivery purchases and subscription services, are final. Service Provider does not offer refunds for any reason, except as expressly stated in this Agreement.

(b) Subscription Services.

(i) Monthly and annual subscriptions are non-refundable. Clients may cancel their subscription at any time, but no refunds, partial or full, will be issued for any remaining time in the billing cycle.

(ii) Subscription services will remain active until the end of the current billing period upon cancellation, after which no further charges will be applied.

(c) Delivery Issues.

(i) If a delivery cannot be completed due to incorrect or incomplete information provided by the Client, no refund will be issued.

(ii) In the event that delivery is delayed or rescheduled due to weather, cemetery/columbarium restrictions, or other unforeseen circumstances beyond Miss You Blooms’ control, no refunds will be granted.

(iii) If a delivery issue arises due to an error on the part of Miss You Blooms, we will work with the Client to provide a replacement or alternative resolution at our discretion.

(d) Service Provider Termination. If a Service Provider terminates this Agreement due to a Client’s breach of terms, no refund will be provided for any unused portion of services.

(e) By purchasing from the Service Provider, the Client acknowledges and agrees to this No Refund Policy.

Section 2.03  Representations and Warranties.

(a) The Services to be performed hereunder are in the nature of floral delivery services. Service Provider does not warrant in any form the results or achievements of the Services provided or the resulting work product and deliverables. Service Providers will use reasonable efforts to ensure that the Services are performed by personnel with appropriate experience and skills, and that the Services are carried out in a generally competent manner consistent with common industry practices. Service Provider shall comply with all statutes, ordinances, regulations and laws of all international, federal, state, county, municipal or local governments applicable to performing the Services hereunder.

Section 2.04  Limited Liability.

(a) THE WARRANTY SET FORTH IN SECTION 2.03 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. SERVICE PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. CLIENT'S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES.

(b) IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE UNDER THIS AGREEMENT TO CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. SERVICE PROVIDER'S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE AGREEMENT.

(c) NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

Section 2.05  Indemnification.

(a) Each party (the "Indemnifying Party") agrees to indemnify, defend and hold the other party and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney's fees and court costs, arising out of the Indemnifying Party's (i) gross negligence or willful misconduct or (ii) material breach of any terms of this Agreement. The Indemnifying Party's liability under this section shall be reduced proportionally to the extent any act or omission of the other party, or its employees or agents, contributed to such liability. The party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement to the Indemnifying Party, and shall cooperate with the Indemnifying Party, its insurance company and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.

Section 2.06  Dispute Resolution.

(a) Should a dispute, controversy, or claim (each, a “Dispute”) develop between the parties under this agreement (including without limitation, one respecting the validity, material breach, suspension, or termination hereof), the procedures set forth in Sections 2.06 below shall apply (collectively, the “Procedures”). The Procedures shall be the exclusive mechanism available to the parties for resolving Disputes hereunder.

(i) Negotiation. In the event of a Dispute, the parties shall first attempt to resolve the matter through informal, good faith discussions between their respective primary business contacts or decision-makers. If the Dispute remains unresolved after reasonable efforts, either party may escalate the matter to the business owner or principal of the other party for further direct negotiation. Both parties shall make all reasonable efforts to resolve the Dispute promptly. If the Dispute is not resolved within twenty-one (21) days from the date negotiations commenced, either party may pursue mediation as set forth in Section 2.06(a)(ii) below. Negotiations shall commence upon written notice from one party to the other identifying the Dispute and requesting an opportunity to resolve the matter. Either party may seek equitable relief, including injunctive relief, at any time to preserve its rights or maintain the status quo during the dispute resolution process. All communications exchanged during these negotiations shall be treated as confidential and as compromise and settlement discussions under applicable rules of evidence, provided that materials otherwise admissible or discoverable shall not become inadmissible or non-discoverable solely due to their use in such negotiations.

(ii) Mediation. Subject to Section 2.06(a)(i), above, the parties may submit the Dispute to confidential mediation for a good faith resolution. The mediation must be administered by the American Arbitration Association under its Commercial Mediation Rules and shall take place in Dallas, Texas. The version of the rules that should apply are those currently in effect as of the date of this agreement. If the aforementioned mediation service is no longer available for any reason at the time of the Dispute, the parties shall mutually agree upon an alternative, comparable service, yet must first use the named service’s successor, if one exists. The mediation shall commence upon the parties’ provision of a joint, written request for mediation to the mediation service. Such a request shall include a sufficient description of the Dispute and relief requested. Each party shall cooperate with the mediation service in all reasonable respects and participate in good faith wherever required. Mediation fees and expenses shall be borne equally by the parties. All communications, whether oral or written, are confidential and will be treated by the parties as compromise & settlement negotiations for the purposes of Federal Rule of Evidence 408 as well as any applicable, corresponding state rules. Notwithstanding the foregoing, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may seek equitable relief, such as an injunction, prior to or during the mediation in order to preserve the status quo and protect its interests during the process. If, after the earlier of: (i) sixty (60) days following the commencement of a mediation hereunder; or (ii) completion of the initial mediation session, the parties have still not come to a resolution for any reason (including a failure to actually mediate), they shall seek to resolve the Dispute by binding arbitration or litigation as more fully set forth in Section 2.06(a)(iii), below. Until such time, neither binding arbitration nor litigation may be pursued by the parties.

(iii) Arbitration or Litigation. Subject to Sections 2.06(a)(i) and 2.06(a)(ii), above, either party may commence neutral, binding arbitration or file a lawsuit in a court of competent jurisdiction. If arbitration is selected, it shall be conducted on a confidential basis and shall take place before the American Arbitration Association under their Commercial Arbitration Rules in Dallas, Texas. The version of the rules that should apply are those currently in effect as of the date of this agreement. Each party shall cooperate with the arbitrator in all reasonable respects and participate in good faith wherever required. Final and binding judgment upon any award rendered by an arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in any arbitration or litigation shall be entitled to recover its reasonable, outside attorneys’ fees and related costs. Either party may seek equitable relief, such as an injunction, prior to or during an arbitration or litigation in order to preserve the status quo and protect its interests during the process.

Section 2.07  Force Majeure.

(a) Neither party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, terrorism, acts of God, or other similar or different occurrences beyond the reasonable control of the party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event within five (5) business days of its occurrence, which notice shall include a description of the force majeure event and an estimate of the length of time such event will delay or prevent performance hereunder.

Section 2.08  Amendments & Modifications.

(a) The Service Provider reserves the right, at its sole discretion, to modify, suspend, or discontinue the Service, in whole or in part, at any time and without prior notice. The Service Provider shall not be liable to the Client or any third party for any modification, price adjustment, suspension, or termination of the Service.

Section 2.09  Reviews.

(a) The Service Provider welcomes honest and constructive feedback from the Client regarding the Client's experience with the Service.

(b) By submitting a review, the Client grants the Service Provider a non-exclusive, royalty-free, worldwide license to use, reproduce, display, and distribute the review in any format or medium, in connection with the promotion and operation of the Service Provider's business.

(c) The Client agrees that all reviews must be factual, respectful, and free of any defamatory, obscene, offensive, or otherwise unlawful content. The Service Provider reserves the right, at its sole discretion, to remove or decline to display any review that does not comply with these guidelines or violates applicable laws.

Section 2.10  Third-Party Services.

(a) The Service Provider's website may contain links to, or integrate with, third-party websites, applications, and services to provide additional functionality or information. This includes, but is not limited to, the ordering system facilitated through Google Forms and the payment processing services provided by PayPal. The Client's use of any such third-party services is subject to the respective terms, conditions, and privacy policies of those providers. The Service Provider encourages the Client to review the applicable policies of Google and PayPal to understand how personal information is collected, used, and protected. The inclusion of third-party links or services does not constitute an endorsement, representation, or warranty by the Service Provider regarding the content, products, or services made available by such third parties.

(b) The Service Provider does not control and is not responsible for the availability, accuracy, security, or practices of any third-party websites or services. The Client accesses and uses such third-party services at their own risk.

Section 2.11  Electronic Communications.

(a) By accessing or utilizing the Service, the Client expressly consents to receive all communications from the Service Provider in electronic form. Such communications may include, without limitation:

(i) Notifications regarding account activity, delivery status, and service-related updates;

(ii) Communications concerning modifications to these Terms and Conditions or the Service Provider’s Privacy Policy;

(iii) Any other notices, disclosures, or information deemed necessary or appropriate by the Service Provider in connection with the delivery or administration of the Service.

(b) The Client acknowledges and agrees that all such electronic communications shall be deemed delivered and received upon transmission, and shall satisfy any and all legal requirements that such communications be provided in writing.

(c) The Client further agrees to maintain accurate, current, and complete contact information at all times. In the event of any change to such information, the Client shall promptly notify the Service Provider to avoid disruption of communications.

Section 2.12  Governing Law & Jurisdiction.

(a) This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws principles. The parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Collin County, Texas. Both parties hereby submit to the exclusive jurisdiction and venue of any such court.

Section 2.13  Attorneys’ Fees.

(a) If either party incurs any legal fees associated with the enforcement of this Agreement or any rights hereunder, the prevailing party shall be entitled to recover its reasonable outside attorney's fees and any court, arbitration, mediation, or other reasonable litigation expenses from the other party.

Section 2.14  Collection Expenses.

(a) If Service Provider incurs any costs, expenses, or fees, including reasonable attorney's fees and professional collection services fees, in connection with the collection or payment of any amounts due under this Agreement, Client agrees to reimburse Service Provider for all such costs, expenses and fees.

Section 2.15  Entire Agreement.

(a) The Agreement (along with any attachments incorporated herein) sets forth the entire agreement between the parties with respect to its subject matter and supersedes any prior agreement or communications between the parties, whether written, oral, electronic, or otherwise, relating hereto. Each party hereto has received independent legal advice regarding this Agreement and their respective rights and obligations set forth herein. The parties acknowledge and agree that they are not relying upon any representations or statements made by the other party or the other party's employees, agents, representatives or attorneys regarding this Agreement, except to the extent such representations are expressly set forth in this Agreement.

Section 2.16  Severability.

(a) In the event that any part or portion of this Agreement is deemed to be invalid, illegal, or otherwise unenforceable: (1) the parties shall use all reasonable efforts to negotiate in good faith to amend the term to eliminate any such invalidity, illegality, or unenforceability to the extent practically possible, taking into full account their original intent when entering into this Agreement; and (2) the remaining provisions of the Agreement shall continue in full force and effect.

Section 2.17  Survival.

(a) Following the termination of this Agreement, any provision set forth herein which, by its very nature, is intended to survive any expiration or termination hereof, shall so survive, including without limitation, the provisions respecting ownership of work product, confidentiality, indemnification, limitation of liability, non-solicitation, accrued payment obligations, and governing law and venue.

Section 2.18  Waiver.

(a) No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

Section 2.19  Counterparts.

(a) This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via facsimile transmission or electronic signature shall be deemed as effective as an original executed signature page.

Section 2.20  Acceptance.

(a) By placing an order with the Service Provider, whether verbally, in writing, electronically, or through any other means, the Client acknowledges and agrees to be bound by these Terms and Conditions in full. Such order placement shall constitute the Client’s acceptance of and agreement to all provisions contained herein, without modification.