Terms and Conditions

Effective Date: August 1, 2025
Last Updated: March 19, 2026

These Terms and Conditions ("Agreement") constitute a legally binding agreement between you ("User," "you", or "your") and Flomaru Ltd. ("Flomaru", "Company", "we", "us", or "our"), a federally incorporated entity based in Ontario, Canada, governing your access to and use of the website located at https://www.flomaru.com and all associated services (collectively, the "Platform").

1. COMPANY INFORMATION AND CONTACT INFORMATION, DISPUTES

Flomaru Ltd. is a Canadian private corporation headquartered at 460 Columbia St W, Waterloo, ON, N2T 0C7.

The Platform allows you to make purchases from independent third-party Sellers located in the countries we currently deliver to, as listed in our Shipping & Delivery Policy and shown at checkout. Your purchase is made directly from these Sellers, and not from Flomaru. The name and contact information of the Seller you are purchasing from will be stated at checkout. Purchases are made under a separate agreement with the Seller, which will apply in addition to this Agreement. Subject to section 9 and our Refund & Cancellation Policy, Flomaru is not responsible for the products sold by these independent Sellers, or for their delivery.

If you have a problem with an order, including a delivery that is damaged, incorrect, late, or missing, contact Flomaru first at info@flomaru.com. We will handle it with the Seller on your behalf under our Refund & Cancellation Policy. Any correspondence about legal matters regarding Flomaru shall be directed to legal@flomaru.com.

2. SCOPE OF PLATFORM

Flomaru operates a SaaS-enabled e-commerce marketplace that facilitates the purchase of floral and related products by Users from independent third-party vendors ("Sellers"). Flomaru does not itself manufacture, hold inventory of, or deliver any products listed on the Platform. Flomaru is not a party to any transaction between Users and Sellers beyond providing the Platform as a transactional intermediary.

The Platform currently supports product browsing, account creation, delivery scheduling, occasion tracking, order processing, and payment facilitation via integrated third-party payment providers. Product fulfillment is limited to the countries listed in our Shipping & Delivery Policy and shown at checkout.

3. ACCOUNT REGISTRATION

To access certain features of the Platform, Users must create an account. Users represent and warrant that all information provided in the registration process is truthful, accurate, current, and complete. You agree to update all such information if it changes. In the event that you do not provide or update such information, or we have reasonable grounds to suspect that you have not provided or updated such information, we shall have the right, in our sole and absolute discretion, to disable your password and prevent you from using the Platform, or any such features or portions of the Platform.

Users are solely responsible for maintaining the confidentiality of their login credentials and for all activity that occurs under their account. In the event that your username or password is used without your consent or that you discover any other breach of security, you agree to promptly notify us. We are not responsible for your failure to comply with this clause, or for any delay in shutting down your account after you have reported a breach of security to us.

Flomaru reserves the right to suspend or terminate accounts, without notice or liability, for any conduct that we, in our sole discretion, believe violates these Terms or is otherwise harmful to the Platform or its Users.

4. USER ELIGIBILITY

By using the Platform, you represent and warrant that you:

• Are at least 18 years of age or the age of majority in your jurisdiction, whichever is higher;
• Have the right, authority, and capacity to enter into this Agreement;
• Will abide by all applicable laws and regulations in your use of the Platform.

5. PROHIBITED JURISDICTIONS

The Platform is not available to, and may not be accessed or used by, any person or entity located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions administered by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury, Global Affairs Canada, or other applicable sanctions authorities. As of the Effective Date, Prohibited Jurisdictions include: Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine (collectively, "Prohibited Jurisdictions").

Flomaru employs technical measures, including infrastructure-level geo-fencing, to block access from Prohibited Jurisdictions. Any attempt to circumvent these restrictions, including through the use of virtual private networks, proxy servers, or similar tools, constitutes a material breach of this Agreement and may result in immediate account termination without notice or refund.

Users represent and warrant that they are not located in, and will not access or use the Platform from, any Prohibited Jurisdiction, and that they are not designated on any applicable sanctions list. Flomaru reserves the right to update the list of Prohibited Jurisdictions at any time without prior notice in order to comply with evolving legal and regulatory requirements.

6. SELLERS AND THIRD-PARTY PRODUCTS

Products displayed on the Platform are sold and fulfilled by independent Sellers. Flomaru does not guarantee the quality, safety, legality, or delivery of such products.

Images and depictions of flowers and other products on the Platform are intended to provide a general indication of their appearance, and are not photographs of the actual flowers or products that will be delivered. The actual flowers or products may differ from their depiction, including in respect of colour, size, shape, and species. Sellers reserve the ability to make substitutions based on flower or product availability. Where a substitution is made, it shall be of equal or greater value than the item ordered, and the overall style, size, and colour palette of the order shall be preserved.

To the maximum extent permitted by applicable law, Flomaru makes no warranties as to the accuracy of product descriptions, availability, pricing, or delivery timelines.

Notwithstanding the allocation of responsibility set out above, Flomaru operates its own customer remedy process. If there is a problem with your order, contact Flomaru first rather than the Seller, and we will resolve it with the Seller on your behalf. The circumstances in which we provide a replacement or a refund, and the time limits that apply, are set out in our Refund & Cancellation Policy, which forms part of this Agreement.

Subject to that policy, and to the maximum extent permitted by applicable law, Flomaru shall not be liable for any losses, damages, claims, or disputes arising from transactions between Users and Sellers.

7. PAYMENTS

All payments are processed through independent, regulated third-party payment providers. Which provider processes your payment depends on the country you are paying from and the payment method you choose, and that provider is identified at checkout. By submitting payment information, you authorize Flomaru and its payment providers to charge the applicable amounts. Flomaru does not directly store or control your payment data. Further detail is set out in our Payment Policy.

Prices: Prices are displayed and charged in the currency you select on our website, and the currencies available to you are shown in the currency selector. You are not required to pay in the currency of the delivery destination. Flomaru and the Sellers reserve the right to modify pricing at any time without prior notice, though a change never affects an order already placed and paid for.

The purchase price includes both the price charged by the Seller for its products, and the price charged by Flomaru for the operation of the Platform.

8. DELIVERY

Deliveries are performed by the third-party Sellers or by a third-party selected by the Seller. Estimated delivery times are provided for reference only and are not guaranteed. Delivery availability may vary based on the recipient's geographic location, holidays, or local regulations.

Subject to the remedies we provide under our Refund & Cancellation Policy, and to the maximum extent permitted by applicable law, Flomaru is not responsible for delays, non-delivery, or any damage resulting from delivery services.

Further detail on delivery coverage, timing, failed deliveries, and substitutions is set out in our Shipping & Delivery Policy.

9. CANCELLATIONS AND REFUNDS

You may cancel an order for a full refund at any time before the Seller has begun preparing it. Once preparation has begun, cancellation is not always possible, because products are perishable and made to order.

If an order arrives damaged, is materially different from what was ordered, or is not delivered, you must notify Flomaru within 24 hours of the delivery date. Where your claim is accepted, we will arrange either a replacement delivery or a full refund to your original payment method.

These are summary terms. The full conditions, including failed deliveries, partial refunds, and refund timing, are set out in our Refund & Cancellation Policy, which forms part of this Agreement. Nothing in this section limits any statutory right you have under applicable consumer law that cannot be excluded.

10. USE OF AI AND FUTURE FEATURES

The Platform may describe features, services, or tools (such as AI-generated recommendations, multilingual checkout, auto-onboarding, and personalized feeds) that are under development and not yet active. These descriptions are aspirational in nature and do not constitute a binding offer or guarantee of availability.

You acknowledge and agree that such features may change, be postponed, or never be released, and Flomaru disclaims all liability arising from reliance on such future-facing content.

11. INTELLECTUAL PROPERTY

All intellectual property on the Platform, including but not limited to content, logos, designs, software, and trademarks, (the "Content"), is owned by or licensed to Flomaru Ltd. and are protected by copyright and trademark laws.

You hereby acknowledge that the Content is protected by all copyright, trade-mark, and other applicable intellectual property laws. Your use of the Platform does not grant or transfer to you any ownership or other rights in the Content, and except as expressly provided, nothing herein or within the Platform shall be construed as conferring on you or any other person any license under any of the our or any third party's intellectual property rights, including, without limitation, any right to download, display, reproduce, distribute, modify, edit, alter or enhance any of the Content in any manner whatsoever.

Any rights not expressly granted to you in this Agreement are expressly reserved by the Flomaru. For greater certainty, you agree that you will not take any action that is inconsistent with Flomaru ownership of the Platform and/or Flomaru ownership of, or any third party's ownership of, any Content.

Unless expressly permitted by Flomaru in writing in advance, no part of the Platform or the Content may be copied, reproduced, distributed, or modified.

We reserve the right, in our sole and absolute discretion, to modify, edit or remove any Content, (including User Content), if a complaint or notice of allegedly infringing materials is received with respect to the Content, or for any other reason. To provide notice about Content and/or to provide notice of allegedly infringing materials on the Platform, please contact us using the contact information below.

12. USER CONDUCT

Users agree not to:

• Use the Platform for unlawful or unauthorized purposes;
• Interfere with Platform operations or attempt to access restricted areas;
• Use, copy, modify, download or transfer the Platform or Content, or any component of the Platform or Content, in whole or in part, except as expressly provided in this Agreement;
• Use the Platform to transmit malware or other harmful code;
• Misrepresent their identity or affiliation;
• Harvest, scrape, or collect data without consent;
• Reverse engineer, disassemble, decompile, or translate the Platform or Content, or any component of the Platform or Content;
• Attempt to derive the source code of the Platform or Content or any component of the Platform or Content;
• Create any derivative work from the Platform or Content or any component of the Platform or Content;
• Authorize or assist any third party to do any of the foregoing;
• Rent, lease, loan, resell, or otherwise distribute the Platform or Content or any component of the Platform or Content;
• Remove or alter any proprietary notice or legend regarding Flomaru's, or any third party's, proprietary rights in the Platform or Content or any component of the Platform or Content; and/or
• Upload, post, email, transmit or otherwise make available any content that you do not have the right to disclose or make available.

13. USER FEEDBACK AND SUBMISSIONS

Certain features and/or portions of this Platform may permit you to transmit content or feedback that you have created ("User Content"). By providing User Content, you are giving Flomaru permission to forever use any User Content you submit through the Platform.

By using the Platform and providing User Content, you: (i) grant Flomaru a world-wide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, non-exclusive, and unrestricted license to copy, reproduce, adapt, transmit, edit, modify, or otherwise use, publicly display, distribute, translate and create compilations and derivative works from, any and all User Content (in any format or media) that you submit; and (ii) waive all moral rights in and to all User Content that you submit in favour of Flomaru. For greater certainty, this means that, among other things, Flomaru has the right to use any and all ideas you submit (including ideas about our plans, services, publications or campaigns) in any manner that we choose, without any notice or obligation to you whatsoever.

You agree that any User Content you provide:

• Is original to you and that you have obtained all necessary rights in and to the User Content and all of its components;
• Does not violate any law;
• Complies with this Agreement;
• Does not degrade, disparage, tarnish or deprecate Flomaru;
• Is not defamatory, trade libelous, pornographic or obscene;
• Does not contain nudity, explicit content, offensive language, or other inappropriate material;
• Does not infringe intellectual property rights, privacy rights, or rights of publicity;
• Does not contain viruses, malware, or other harmful code.

14. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." FLOMARU DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FLOMARU MAKES NO REPRESENTATION OR WARRANTY REGARDING: (I) THE ACCURACY, RELIABILITY, OR AVAILABILITY OF THE PLATFORM OR ANY PRODUCTS LISTED THEREON; (II) THAT THE PLATFORM WILL BE COMPATIBLE WITH YOUR COMPUTER AND SOFTWARE; (III) THAT THE PLATFORM WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; (IV) THAT THE USE OF THE PLATFORM, WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE, INTRUSIVE OR DISRUPTIVE COMPONENTS; (V) THAT THE TRANSMISSION OF INFORMATION TO AND FROM THE PLATFORM WILL BE SECURE; (VI) THAT THE USE OF THE PLATFORM WILL NOT INFRINGE THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; OR (VII) THAT THE USE OF THE PLATFORM WILL NOT CAUSE ANY DAMAGE TO YOUR COMPUTER SYSTEMS, DEVICES, SOFTWARE OR ELECTRONIC FILES.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLOMARU SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, OR REVENUE, OR DATA, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR ANY PRODUCTS SOLD THEREON.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FLOMARU'S TOTAL CUMULATIVE LIABILITY EXCEED THE AMOUNT PAID BY THE USER TO FLOMARU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

16. MODIFICATIONS TO TERMS

Flomaru reserves the right to modify or update all or any part of these Terms at any time. Without limiting the foregoing, we may modify our payment terms, delivery terms, warranties, services and prohibited activities, and our shipping policies. If we amend these Terms, we'll let you know either by posting the updated Terms on the Platform or through other communications. Where required by law or at our discretion, we will send a message to the email address (or other contact information at our discretion) associated with your account, setting out the new clause, or the amended clause and the clause as it read formerly, and the date of the coming into force of the amendment, at least thirty (30) days in advance of the change.

It's important that you review the Terms whenever we update them or you use the Platform. If you continue to use the Platform after we have posted updated Terms, then you are agreeing to be bound by the updated Terms. If you don't agree to be bound by the updated Terms, then you may not use the Platform anymore.

17. PRIVACY

Without limiting the generality of these Terms, your use of the Platform is also subject to our Privacy Policy. Please carefully review our Privacy Policy. By using the Platform, you agree that you have read, fully understand and agree to our Privacy Policy.

18. LINKS

The Platform may contain links to the websites of our subsidiaries and affiliates, and to websites that are independently owned and operated by third parties. These other websites may have their own privacy policies and terms and conditions that are not governed by these Terms. We are not responsible for the privacy practices, terms, or the content of any website(s) owned and operated by any such subsidiaries, affiliates or third parties.

19. GOVERNING LAW AND JURISDICTION

This section applies to the maximum extent permitted by applicable law, and does not apply to individuals resident in the province of Quebec who are acting as a 'consumer' under the law of Quebec.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of laws principles.

Any disputes arising out of or relating to this Agreement shall be resolved in the courts of Ontario, Canada.