1. Acceptance of Terms and Legal Binding Effect

Welcome to Flora Digitizing (“Flora Digitizing,” “Company,” “we,” “us,” or “our”). These Terms and Conditions (“Terms”) constitute a legally binding agreement governing your access to and use of the website located at https://floradigitizing.com/ (the “Website”), as well as all services, content, communications, digital files, and transactions provided by Flora Digitizing.

By accessing the Website, submitting artwork, requesting services, placing an order, making payment, or otherwise engaging with Flora Digitizing in any manner, you affirmatively acknowledge that you have read, understood, and agreed to be legally bound by these Terms and our Privacy Policy, which is expressly incorporated herein by reference.

If you do not agree to these Terms in their entirety, you are strictly prohibited from using the Website or Services and must immediately discontinue access.

You represent and warrant that you are at least 18 years of age, possess full legal capacity, and have authority to bind yourself or any entity you represent to these Terms under applicable United States law.

2. Scope, Applicability, and Modification of Terms

These Terms apply solely to services and content provided directly by Flora Digitizing through the Website or official communication channels. They do not govern third-party platforms, services, software, payment gateways, or websites that may be referenced or linked.

Flora Digitizing expressly disclaims responsibility for the policies, security practices, or content of third-party services. Any interaction with third parties is undertaken at your own risk.

We reserve the absolute and unilateral right to modify, amend, supplement, suspend, or replace these Terms at any time, with or without prior notice. Updated Terms shall be effective immediately upon posting. Your continued use of the Website or Services constitutes binding acceptance of the revised Terms.

3. Definitions and Interpretive Rules

For purposes of these Terms:

• “Customer” means any individual or legal entity that purchases or requests Services.

• “User” means any visitor to the Website.

• “Services” include embroidery digitizing, vector conversion, logo digitizing, artwork modification, patch design, resizing, and format conversion services.

• “Customer-Furnished Materials” include all logos, designs, files, instructions, trademarks, and materials supplied by the Customer.

• “Deliverables” refer to the final digital output files provided by Flora Digitizing.

Headings are for convenience only and shall not affect interpretation. Singular includes plural and vice versa as context requires.

4. Nature of Services and Custom Work Disclaimer

Flora Digitizing provides custom, made-to-order digital design services created specifically according to Customer instructions. Due to the custom nature of the Services, Deliverables are unique, non-returnable, and non-resalable.

All Services are delivered electronically. No physical products are manufactured or shipped unless explicitly agreed to in writing.

Service descriptions, pricing, revision allowances, turnaround estimates, and technical specifications are subject to change at any time and do not constitute binding guarantees unless confirmed in writing by the Company.

5. Orders, Pricing Structure, and Payment Obligations

Pricing is determined based on multiple variables, including design complexity, stitch count, file format, urgency, and Customer requirements. By placing an order, the Customer agrees that pricing determinations are reasonable and fair.

The Customer is solely responsible for ensuring accuracy of all submitted information. Flora Digitizing shall not be liable for errors resulting from incorrect or incomplete instructions.

Unless otherwise agreed in writing, full payment is required before final delivery. Non-payment may result in suspension, cancellation, or withholding of Deliverables.

Because Services are customized, ALL PAYMENTS ARE FINAL AND NON-REFUNDABLE once work has commenced, except as required by applicable U.S. law.

6. Turnaround Time, Revisions, and Approval Responsibility

Any turnaround times communicated are estimates only and do not constitute contractual guarantees. Delays caused by Customer revisions, unclear instructions, or third-party dependencies are not the responsibility of Flora Digitizing.

Customers are responsible for reviewing Deliverables immediately upon receipt. Failure to notify Flora Digitizing of issues within a reasonable timeframe shall constitute acceptance of the work.

Revisions are limited to the scope communicated at the time of order. Additional revisions or scope changes may result in additional charges.

7. Intellectual Property Rights and Ownership

7.1 Customer-Furnished Materials

The Customer represents and warrants full legal ownership or authorized rights to all submitted materials. The Customer grants Flora Digitizing a limited, revocable, non-exclusive license to use such materials solely for service fulfillment.

7.2 Deliverables

All Deliverables remain the exclusive intellectual property of Flora Digitizing until full payment is received. Upon payment, the Customer is granted a non-exclusive, non-transferable, revocable license to use the Deliverables for lawful purposes.

No ownership rights in underlying methods, techniques, or processes are transferred.

7.3 Infringement Indemnity

The Customer agrees to fully indemnify, defend, and hold harmless Flora Digitizing from any claims related to copyright, trademark, or intellectual property violations arising from Customer-Furnished Materials.

8. Acceptable Use and Prohibited Conduct

You agree not to use the Website or Services for unlawful purposes, including but not limited to submission of infringing, defamatory, obscene, malicious, or fraudulent content.

You further agree not to attempt unauthorized system access, introduce malware, misrepresent ownership rights, or interfere with Website functionality.

Violation of this section may result in immediate termination without notice and potential legal action.

9. User-Generated Content and Marketing Rights

Any feedback, testimonials, or communications submitted to Flora Digitizing may be used for marketing, promotional, or business purposes unless expressly prohibited in writing.

You grant Flora Digitizing a perpetual, royalty-free, irrevocable, worldwide license to use such content.

10. Third-Party Services and Payment Processors

Flora Digitizing may utilize third-party payment processors or service providers. We are not responsible for errors, downtime, data breaches, or losses attributable to third parties.

Use of third-party services is governed by their respective terms and policies.

11. Disclaimer of Warranties (U.S. Law)

TO THE MAXIMUM EXTENT PERMITTED UNDER U.S. LAW, ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Flora Digitizing does not warrant compatibility with all machines, software, fabrics, or production environments.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, FLORA DIGITIZING SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR PRODUCTION LOSSES.

TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM.

13. Indemnification

You agree to indemnify, defend, and hold harmless Flora Digitizing, its owners, employees, contractors, and affiliates from any claims, damages, liabilities, losses, or expenses arising from your use of the Services or violation of these Terms.

14. Termination and Suspension Rights

Flora Digitizing reserves the unrestricted right to suspend or terminate access to the Website or Services at its sole discretion, with or without notice.

Termination does not relieve the Customer of payment obligations or indemnification duties.

15. Governing Law and Exclusive U.S. Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to conflict of law principles.

All disputes shall be resolved exclusively in the state or federal courts located within that State, and you consent to personal jurisdiction therein.

16. Severability and Enforceability

If any provision of these Terms is deemed unenforceable, the remaining provisions shall remain valid and enforceable to the maximum extent permitted by law.

17. Entire Agreement and No Reliance

These Terms and the Privacy Policy constitute the entire agreement between you and Flora Digitizing and supersede all prior agreements, representations, or communications.

You acknowledge that you have not relied on any statements not expressly contained herein.

18. Contact Information and Legal Notices

All legal notices and inquiries must be directed to:

Flora Digitizing
📧 Email: support@floradigitizing.com
🌐 Website: https://floradigitizing.com/