Terms and Conditions

These Terms and Conditions ("Agreement") constitute a legally binding agreement between you ("User," "you", or "your") and Artooka ("Artooka", "Company", "we", "us", or "our"), a sole proprietorship registered in Ontario, Canada, governing your access to and use of the website located at https://www.artooka.com and all associated services (collectively, the "Platform").

1. COMPANY INFORMATION AND CONTACT INFORMATION, DISPUTES

Artooka is a sole proprietorship registered in Ontario, Canada. You can reach us at legal@artooka.com.

When you place an order on the Platform, you are buying from Artooka. Artooka arranges for your order to be prepared and delivered by independent local businesses that Artooka engages for this purpose ("Fulfilment Partners"). Fulfilment is currently limited to deliveries in Iran. Fulfilment Partners act on Artooka's behalf; you do not enter into a separate agreement with them.

If you have a problem with an order, including a delivery that is damaged, incorrect, late, or missing, contact Artooka rather than the Fulfilment Partner, and we will resolve it with the Fulfilment Partner on your behalf. Any correspondence about legal matters regarding Artooka shall be directed to legal@artooka.com.

2. SCOPE OF PLATFORM

Artooka sells floral and related gift products through the Platform. Artooka does not itself manufacture or hold inventory of these products; each order is prepared and delivered on Artooka's behalf by a Fulfilment Partner located near the recipient.

The Platform currently supports product browsing, account creation, delivery scheduling, occasion tracking, order processing, and payment facilitation via integrated third-party payment processors. As of the Effective Date, product fulfillment is limited to floral deliveries in Iran.

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.

Artooka 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. PRODUCTS AND FULFILMENT PARTNERS

Products sold on the Platform are prepared and delivered by Fulfilment Partners on Artooka's behalf.

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. Substitutions may be made 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, Artooka makes no warranties as to the accuracy of product descriptions, availability, pricing, or delivery timelines.

All issues regarding order fulfilment, product quality, and delivery shall be directed to Artooka, which will handle them with the Fulfilment Partner on your behalf. To the maximum extent permitted by applicable law, Artooka's liability for any order is limited to a replacement delivery or a refund of the amount paid for that order.

6. PAYMENTS

All payments are processed through independent third-party payment processors. By submitting payment information, you authorize Artooka and its payment processors to charge the applicable amounts. Artooka does not directly store or control your payment data.

Prices: The currency in which prices are displayed is stated on our website. Prices are currently shown, and payment is taken, in Canadian dollars (CAD) or US dollars (USD). Artooka reserves 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 is set by Artooka and includes the preparation of your order, its delivery, and the operation of the Platform.

7. DELIVERY

Deliveries are performed by Artooka's Fulfilment Partners or by couriers they engage. 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.

If a delivery is late, missing, or damaged, contact Artooka and we will arrange a replacement delivery or a refund where appropriate. Beyond that remedy, and to the maximum extent permitted by applicable law, Artooka is not responsible for delays, non-delivery, or any damage resulting from delivery services.

8. 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 Artooka disclaims all liability arising from reliance on such future-facing content.

9. 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 Artooka 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 Artooka. For greater certainty, you agree that you will not take any action that is inconsistent with Artooka ownership of the Platform and/or Artooka ownership of, or any third party's ownership of, any Content.

Unless expressly permitted by Artooka 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.

10. 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 Artooka'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.

11. 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"). User Content does not include order details, card messages, or delivery instructions, which we use only to fulfil your order as described in our Privacy Policy. By providing User Content, you are giving Artooka permission to forever use any User Content you submit through the Platform.

By using the Platform and providing User Content, you: (i) grant Artooka 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 Artooka. For greater certainty, this means that, among other things, Artooka 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 Artooka;
• 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.

12. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." ARTOOKA 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, ARTOOKA 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.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARTOOKA 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 ARTOOKA'S TOTAL CUMULATIVE LIABILITY EXCEED THE AMOUNT PAID BY THE USER TO ARTOOKA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14. MODIFICATIONS TO TERMS

Artooka 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.

15. 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.

16. 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.

17. 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.