Terms of agreement for use of florastream

TERMS AND CONDITIONS OF USE

THE TERMS AND CONDITIONS OF USE BELOW ARE THE BASIS ON WHICH LATINSECURE CORP (LS) PROVIDES YOU (MEMBER, BUYER OR SELLER) ACCESS TO THIS WEB SITE ("florastream") AND OUR SERVICES. YOU AGREE TO READ THE TERMS CAREFULLY BEFORE USING florastream. BY CHECKING THE YES BOX ON THE "I have read the Florastream terms of agreement and agree to the terms" STATEMENT ON THE OPEN ACCOUNT FORM, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO ABIDE BY THE TERMS BELOW. IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT ACCESS OR USE florastream.

Prices, method of payment and shipping terms.

1. Eligibility

Florastream services are only available to authorized agents of companies or other business entities which are capable of forming legally binding contracts under applicable law.  Natural persons who are acting for purposes outside their trade, business or profession, or minors are not authorized to open an account in florastream.  Florastream reserves the right to accept or refuse any application for registration.

2. Florastream is a forum only providing informational tools and is not involved in the transaction between buyer and seller.

LS exercises no control over the accuracy, timeliness, quality, safety or legality of the products offered through florastream. LS cannot and does not control whether buyers and sellers will complete the purchase, whether product will arrive to seller or if buyer will pay seller for products. The completion of the purchase is the sole responsibility of the buyer and seller.

LS does not verify or guarantee in any way the accuracy of information that is placed in florastream by buyers or sellers or third parties. All information, prices and availability are subject to change at any time without notice.

LS is not responsible for any breach of contract or any negligent or intentional action that results in loss, damage, or injury of any kind to a member of florastream.

Since LS is not involved in sales through florastream, in the event that you have a dispute with a Buyer or Seller, you release LS and our agents and employees from any 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 disputes.

THE FLORASTREAM REGISTERED USER, IN RESPECT OF ANY DISPUTE IT MAY HAVE WITH ANY OTHER FLORASTREAM REGISTERED USER, HEREBY RELEASES LS (AND ITS AFFILIATES, OFFICERS, AGENTS AND EMPLOYEES) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS AND DAMAGES, OF WHATEVER TYPE AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.  THE FOREGOING SHALL INCLUDE, BUT NOT BE LIMITED TO, ALL DISPUTES ARISING OUT OR IN CONNECTION WITH THE QUALITY OF PRODUCT SOLD OR PURCHASED ON OR THROUGH THE FLORASTREAM SYSTEM.

3) Buyer Specific Terms

If you are a buyer on florastream, for each agreement you make with a seller for a purchase, you must agree to the terms of the Contract accompanying that purchase, including timely payment. The buyer agrees to pay any fees related to transactions and use of florastream. (there currently are no services provided to buyers by florastream that are charged for, but additional optional billed features may be added in the future)

4) Seller Specific Terms

The seller must (i) provide accurate, truthful information concerning products sold by you on Florastream, including the variety, grade, cut date, prices and "real time" availability for such products, and agrees to regularly update such information. (ii) agree to complete each transaction according to the contract that accompanies each purchase (iii) collect and/or pay any applicable taxes to any country or state that apply to the transaction (iiii) agree to pay any and all florastream membership fees and transaction fees as established by LS via the credit card that is on file from the account opening process or other means. There are no membership fees or transaction fees applicable until the June 30, 2000. After June 30, 2000 there is a $49 monthly membership fee (other monthly fees may apply if seller has ordered additional services) and a fee on all transactions as stated in the table below:

Monthly Transaction total (US$)	Rate charged to seller (US$)
$0-$5000	4.0%
$5001-$10000	3.8%
$10001-$20000	3.6%
$20001-$40000	3.4%
$40001-$100000	3.0%
$100001-$200000	2.5%
$200001-$300000	2.0%
$300001-$1000000	1.5%

Seller authorizes LS to charge the above amounts and make an electronic authorization request for every Card or ACH transaction; If LS initiates, processes or clears either: (1) a transaction involving a bank card (e.g., VISA, Mastercard) or travel and entertainment card (e.g., American Express, Novus/Discover) (hereinafter, "Card transactions"); (2) an Automated Clearinghouse transaction (hereinafter, "ACH"); (3) debit card transaction; or (4) an Electronic Check transaction. Seller furthermore agrees to pay all fees, charges, discounts or other interchange fees and assessments associated with any Card or ACH Transaction; Seller shall repay LS, or be liable to LS by such way of offset the full amount of any chargeback and related collection costs that LS has paid or may be requested to pay arising from a Card or ACH transaction.

5) Integrity of the florastream marketplace

You agree that any content provided or utilized by you and the sale of any Products through florastream (i) shall not be fraudulent or miss leading; (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 in the US or your country of residence; (iv) shall not be defamatory, unlawfully threatening or unlawfully harassing; (v) shall not be obscene or offensive; and (vi) shall not contain any viruses, trojan horses, worms, time bombs, or other disabling devices that are intended to damage, detrimentally interfere with any florastream or user systems, surreptitiously intercept or capture data or personal information.

You agree not to disclose your password to any third party for any reason or use your account for any unauthorized activities including: including overloading the florastream system with excessive data, denial of service attacks, spoofing, and scanning.

REGISTERED USER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS LS, ITS OFFICERS, AGENTS AND EMPLOYEES, AGAINST ANY AND ALL DIRECT, INDIRECT, CLAIMS, DAMAGES, EXPENSES AND SETTLEMENT COSTS, WITHOUT LIMITATION, ARISING FROM THE PLACING BY THE FLORASTREAM USER, ITS OFFICERS, AGENTS OR EMPLOYEES, OF DEFAMATORY MATERIAL ON THE FLORASTREAM WEB-SITE BY ANY FLORASTREAM REGISTERED OR UNREGISTERED USER.

6) No Warranty, Liability

THE ACCURACY AND RELIABILITY OF THE CONTENT ON FLORASTREAM IS NOT GUARANTEED. LS PROVIDE OUR SERVICES "AS IS" AND "AS AVAILABLE" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, LATINSECURE CORP. NOT WARRANT THAT THE FLORASTREAM WEB-SITE WILL OPERATE WITHOUT INTERUPTIONS, BE TIMELY, SECURE OR ERROR-FREE.

YOU AGREE AND ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE IN RESPECT OF THE CONCLUSION OF TRANSACTIONS USING THE FLORASTREAM VENUE.  ACCORDINGLY YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS LS, ITS OFFICERS, AGENTS AND EMPLOYEES, WITHOUT LIMITATION, AGAINST ANY AND ALL DIRECT, INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL LOSS, CLAIMS, DAMAGES (INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION OR COMPUTER FAILURE OR MALFUNCTION OR LOSS OF DATA OR LOSS OF WORK PRODUCT OR INTERCEPTION OF DATA OR LOSS OF PROFITS OR OF GOODWILL OR ANY AND ALL OTHER INDIRECT COMMERCIAL DAMAGES OR LOSSES), EXPENSES (INCLUDING, BUT NOT LIMITED TO, LEGAL FEES AND EXPENSES) OR SETTLEMENT COSTS HOWSOEVER ARISING, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVEN IF LS WAS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Without prejudice to the generality of the foregoing, you accept and acknowledge that FLORASTREAM is now in an initial trial period until further notice and that, during this period, problems may arise with the system.  Accordingly, You agree to indemnify, defend and hold harmless LS, its officers, agents and employees, without limitation against any and all direct, indirect, special incidental or consequential loss, claims, damages (including but not limited to business interruption or loss of data or profits or goodwill), expenses (including, but not limited to, legal fees and expenses) or settlement costs howsoever arising, whether in tort, contract or otherwise, from Your use or inability to use the florastream venue during this three month trial period, even if LS was expressly advised of the possibility of such damages. You further agree that, if Your use of the florastream during this period results in the need for servicing, repair or correction of equipment or data, You shall bear the costs thereof.