Terms of Service

1. Acceptance of these Terms

These Terms of Service ("Terms") govern your access to and use of StemlyHQ (the "Service"), a software platform for wedding and event florists. By creating an account, accessing, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

2. Eligibility and accounts

You must be able to form a binding contract and use the Service only for a legitimate floral or related event business purpose. You are responsible for providing accurate account information, keeping your login credentials confidential, and all activity under your account. Notify us promptly at support@stemlyhq.com if you suspect unauthorized access.

3. The StemlyHQ service

StemlyHQ provides software tools that florists may use to help run aspects of their wedding and event floral businesses. Depending on features available in your plan and configuration, that may include tools related to inquiries, questionnaires, proposals, design, orders, production, files, and financial workflows.

The Service is software and related hosting. We do not promise that any particular workflow, calculation, suggestion, template, readiness indicator, or output will be complete, optimal, compliant with law, or fit for a specific wedding or contract. You remain responsible for reviewing and deciding what to send, charge, order, produce, or promise to your clients.

4. Customer and client data

You and your studio control the business and client information you enter into the Service (including couple and event details, notes, files, quotes, and related records). You represent that you have the right to collect, store, and process that information in the Service, and that doing so complies with applicable law and your agreements with clients. Our handling of personal information is described in our Privacy Policy.

5. Your responsibilities

You are solely responsible for:

• Your floral business, pricing, contracts, taxes, licenses, insurance, and professional obligations
• The accuracy of information, proposals, invoices, and communications you send to clients
• Your relationship with couples, venues, vendors, and other third parties

StemlyHQ is not a party to contracts between you and your clients. We do not provide legal, tax, accounting, or professional advice.

6. Payments and Stripe

Payment processing for card and similar electronic payments is provided by Stripe, Inc. and its affiliates ("Stripe"). StemlyHQ is not a bank, money transmitter, or payment processor.

StemlyHQ subscriptions. Fees for your StemlyHQ subscription are charged by us through Stripe Checkout or the Stripe Customer Portal, as presented at purchase and in your billing settings. Card details for those charges are handled by Stripe under Stripe's terms and privacy policy.

Client / wedding payments (Stripe Connect). If you enable Stripe Connect to accept deposits or balances from your clients through StemlyHQ, those charges are processed as direct charges on your connected Stripe account. Funds from those client payments are paid out by Stripe to you according to your Stripe Connect agreement and settings — not held by StemlyHQ as your bank or escrow. You are responsible for your Stripe Connect account, fee arrangements with Stripe, refunds and disputes on client charges, and tax reporting related to those payments.

Use of Stripe is also subject to Stripe's terms and policies. We are not responsible for Stripe outages, declines, holds, or payout timing.

7. StemlyHQ subscriptions

Paid access to StemlyHQ is offered on a recurring subscription basis (for example monthly or annual), as presented at checkout and in your account billing experience. Prices, plan names, and included features are those shown to you at the time you subscribe or as later updated under these Terms; we do not hard-code a permanent price in these Terms.

Subscriptions renew automatically at the then-applicable rate for your plan and billing interval until you cancel. Canceling stops future renewal; you generally retain access through the end of the paid period then in effect. Except where required by law or expressly stated by us in writing, payments are non-refundable and we do not provide automatic prorated refunds for unused time after cancellation.

Promotional or Founding pricing (including any Founding Florist offer) may be subject to a promotional period, eligibility rules, and other terms disclosed at enrollment. Promotional pricing is not guaranteed forever; after the applicable promotional or lock period ends, or if you cancel and later resubscribe when no longer eligible for that promotion, then-current public pricing and terms may apply. Status labels (such as Founding Florist) do not by themselves guarantee ongoing promotional rates beyond what was disclosed at enrollment.

You can typically manage payment methods and cancellation through the Stripe Customer Portal or billing controls we provide after purchase.

8. Intellectual property

StemlyHQ, including its software, branding, UI, documentation, and related materials, is owned by us or our licensors and is protected by intellectual property laws. Subject to these Terms and an active entitled subscription (where required), we grant you a limited, non-exclusive, non-transferable right to access and use the Service for your internal business purposes.

You retain ownership of content you upload or create in your workspace (such as client records, photos, and custom templates), and you grant us a license to host, process, and display that content solely as needed to operate and improve the Service and as otherwise described in the Privacy Policy.

9. Acceptable use

You agree not to:

• Use the Service for unlawful, fraudulent, or harmful purposes
• Infringe others' rights or upload malware or unauthorized scraping tools
• Attempt to gain unauthorized access to systems, accounts, or data
• Interfere with or disrupt the Service or other users
• Resell, sublicense, or provide the Service to third parties as your own platform without our written consent
• Misrepresent your identity or affiliation, or misuse payment/billing features

10. Third-party services

The Service may integrate with or rely on third-party providers (including Stripe for payments, hosting and database providers, and email delivery). Those services are subject to their own terms and privacy policies. We are not responsible for third-party services we do not control.

11. Availability and changes to the Service

We strive to keep StemlyHQ available and useful, but we do not guarantee uninterrupted or error-free operation. Features may change, be added, or be discontinued. We may perform maintenance or experience outages. We are not liable for downtime, data delays, or temporary unavailability, except to the extent we cannot limit liability under applicable law.

12. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant that the Service will meet your requirements or that results obtained through the Service will be accurate or reliable.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR SUPPLIERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE StemlyHQ SUBSCRIPTION IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. Client payments processed to your Stripe Connect account are not amounts paid to us for purposes of this cap.

Some jurisdictions do not allow certain limitations; in those cases, our liability is limited to the fullest extent permitted by law.

14. Indemnification

You will defend, indemnify, and hold harmless StemlyHQ and its operators from and against claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: your use of the Service; your client relationships or contracts; content you submit; your violation of these Terms or applicable law; or disputes involving payments between you and your clients (including Stripe Connect charges, refunds, and chargebacks).

15. Termination

You may stop using the Service and cancel your subscription as described in Section 7. We may suspend or terminate access if you violate these Terms, if required by law, or if we discontinue the Service. Upon termination, your right to access the Service ends, subject to any access through the end of a paid period we expressly allow. Provisions that by their nature should survive (including ownership, disclaimers, limitations, and indemnity) will survive.

16. Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms on this page and update the effective date. Continued use of the Service after changes become effective constitutes acceptance of the updated Terms, except where applicable law requires a different process. If you do not agree, you must stop using the Service and cancel your subscription.

17. Governing law

These Terms are governed by the laws of the State of Washington, United States, without regard to conflict of law principles. We do not designate a specific court venue in these Terms.

18. Contact

For questions about these Terms, contact support@stemlyhq.com.