Terms of Service

SECTION 1: INTERPRETATION AND DEFINITIONS 1.1 Interpretation The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in the singular or in the plural. 1.2 Definitions For the purposes of these Terms of Service: Account means a unique account created for You to access our Service or parts of our Service. Buyer refers to users of the Service who are placing Orders for Goods. Company / Operator (referred to as either "the Company", "the Operator", "We", "Us" or "Our" in this Agreement) refers to Next Day Decor, LLC. Content refers to content such as text, images, or other information that can be posted, uploaded, linked to, or otherwise made available by You, regardless of the form of that content. Country refers to the United States. Device means any device that can access the Service such as a computer, a cell phone, or a digital tablet. Good refers to the live floral arrangements, balloon installations, or other event decorations offered for sale on the Service. Order means a request by a Buyer to purchase Goods on the Website. Platform / Service refers to the Next Day Decor marketplace website and application. Seller refers to users of the Service who are listing Goods and making them available for purchase. Terms of Service (also referred to as "Terms") mean these Terms of Service that form the entire agreement between You and the Company regarding the use of the Service. You / Your means the individual or legal entity accessing or using the Service, as applicable.

SECTION 2: ACKNOWLEDGMENT & SERVICE SCOPE These are the Terms of Service governing the use of this Service and the agreement that operates between You and the Company. They set out the rights and obligations of all users. Your access to the Service is conditioned on Your acceptance of and compliance with these Terms and Our Privacy Policy. By accessing or using the Service, you agree to be bound by these Terms. You represent that you are over the age of majority according to the laws of your country. The Platform operates strictly as a peer-to-peer venue to connect local event hosts who wish to sell live florals and balloon decor installations with local buyers looking to purchase these items for next-day use. The Platform facilitates the connection and payment processing but does not own, inspect, transport, or hold physical inventory. Our role is strictly that of a facilitator between You and the Sellers, and the Platform remains a third party to the direct transactional agreement between users.

SECTION 3: "AS-IS" CONDITION & NATURAL DEGRADATION DISCLOSURE Perishable Goods: The Buyer acknowledges that fresh flowers and latex balloons are highly perishable, natural items that degrade over time. Acceptance of Variance: Items are sold strictly in "As-Is" condition at the moment of handoff. The Buyer accepts that minor wilting, color changes, or minor balloon deflation may occur naturally between the Seller's event conclusion and the Buyer's pickup window. Seller Protection: As long as the items generally match the description, color palette, and quantity provided by the Seller in their listing, the Seller is not liable for the natural lifecycle and decay of the perishable items. Next Day Decor does not guarantee the freshness, quality, or condition of decor.

SECTION 4: PAYMENT, ESCROW & COMMISSION Stripe Connect Facilitation: All financial transactions and payment processing are processed securely via Stripe Connect. Buyer Payment: The Buyer is charged the full purchase price of the Goods immediately upon booking.

Platform Commission Fee: The Platform charges a 15% commission fee on the total sale price of every successfully completed transaction. This 15% fee is automatically deducted before funds are distributed. All platform commission fees are strictly non-refundable.

Standard Release of Funds: Upon a successful pickup, the Buyer shall physically inspect the items at the designated location and check the "Confirm Successful Handoff" box inside their dashboard. Upon validation, the Buyer’s payment is released to the Seller, minus the Platform's 15% commission and standard processing fees.

SECTION 5: CANCELLATION & NO-SHOW Mutual 14-Day Cancellation Window: Either the Buyer or the Seller may cancel a locked transaction up to fourteen (14) days prior to the scheduled pickup date without penalty. If a timely cancellation occurs outside this 14-day window, the Buyer's payment will be released and returned to the Buyer, minus standard transaction and payment network fees.

Late Cancellation & No-Show Penalties: If either party cancels a transaction within fourteen (14) days of the scheduled pickup date, or fails to appear at the designated pickup venue within the platform's verification timeline, the following automatic actions occur:

Seller No-Show / Late Cancellation: If the Seller cancels late or fails to deliver the Goods, the transaction is canceled and the Buyer receives a full one hundred percent (100%) refund of their initial purchase price.

Buyer No-Show / Late Cancellation: If the Buyer cancels late or fails to appear to pick up the items, the transaction is closed. The Buyer forfeits their purchase price, and the Seller receives the purchase price as compensation for reserving and holding the perishable event decor, minus the Platform's 15% commission fee.

Finality of Platform Executions: Next Day Decor operates as an automated transaction facilitator. Cancellation and no-show determinations executed by the Platform based on dashboard inputs, timestamp check-ins, or verification windows are final, subject to any rights or remedies available under applicable law.

SECTION 6: BUYER LOGISTICS & VEHICLE REQUIREMENTS Venue Exit Windows: The Buyer agrees to strictly adhere to the pickup timeline and venue exit constraints specified in the Seller's listing (e.g., midnight loading dock clearance). Failed pickup due to the Buyer arriving late constitutes a forfeiture of funds. Vehicle Sizing Mandatory: The Buyer is solely responsible for bringing a vehicle that matches the transport requirements specified in the listing (e.g., Minivan or Cargo Van). Inadequate Vehicle Penalty: If a Buyer arrives in a vehicle that cannot safely accommodate the size or volume of the listed items, the Buyer remains completely responsible for the full cost of the decorations. No refunds will be issued for a failed handoff due to an inadequate vehicle, and the escrowed funds will be released to the Seller.

SECTION 7: NO PLATFORM MEDIATION Peer-to-Peer Resolution: In the event of a disagreement regarding the quality, count, freshness, or appearance of the items, the Buyer and Seller must communicate and work out a resolution directly between themselves. No Platform Mediation: The Platform is strictly a technology provider and will not get involved, mediate, or make determinations regarding whether the items being sold were in "satisfactory condition. "Finality of the Handoff Checkbox: Checking the "Confirm Successful Handoff" box in the user dashboard acts as the final, binding confirmation of acceptance. Once the Buyer checks this box at pickup, the funds are automatically released to the Seller, the transaction is closed, and the Platform cannot issue refunds, reverse charges, or arbitrate claims.

SECTION 8: LIMITATION OF LIABILITY & WARRANTY DISCLAIMER 8.1 "As-Is" Marketplace Disclaimer The service and all goods listed through the platform are provided to you "As-Is" and "As-Available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant, endorse, guarantee, or assume responsibility for any product advertised or offered by a third-party seller through the service. 8.2 Limitation of Liability To the maximum extent permitted by applicable law, in no event shall Next Day Decor, LLC, its affiliates, directors, officers, employees, or agents be liable to any user for any indirect, incidental, special, punitive, exemplary, or consequential damages whatsoever. This includes, but is not limited to, loss of profits, loss of goodwill, loss of data, cost of procurement of substitute goods or services, emotional distress, or any other damages or losses resulting from ruined events, weddings, corporate functions, or social gatherings arising out of a seller's failure to perform, deliver, provide accurate location logistics, or show up to a scheduled pickup venue window. 8.3 Aggregate Liability Cap The Company’s total aggregate liability arising out of or in connection with these terms or your use of the service—regardless of the form of action (whether in contract, tort, strict liability, or otherwise)—shall be strictly limited to the total amount of the platform commission fee actually collected and retained by the Company for the specific transaction giving rise to the liability.

SECTION 9: PHYSICAL ASSUMPTION OF RISK & INDEMNIFICATION 9.1 Physical Transit Risks You acknowledge that the coordination, loading, lifting, securing, and transporting of large, bulky, or fragile event decor installations (such as bulk floral walls, metal arbors, and heavy latex balloon arches) involve inherent physical risks. You are solely responsible for evaluating your physical capabilities, transport tools, and vehicle safety parameters before attempting a physical handoff. 9.2 Assumption of Risk By utilizing the Service, Buyers and Sellers voluntarily assume all risks of personal injury, bodily injury, illness, temporary or permanent disability, death, and physical property damage (including damage to passenger vehicles, rental equipment, or venue loading areas) sustained by themselves or any third party during a pickup, transfer, transit execution, or deployment process. 9.3 Indemnification You agree to release, defend, indemnify, and hold harmless Next Day Decor, LLC, its parent entities, subsidiaries, officers, directors, employees, and underwriters from and against any and all claims, lawsuits, administrative actions, judgments, settlements, liabilities, losses, damages, or expenses (including reasonable legal fees and defense costs) arising out of, resulting from, or in any way connected to physical bodily injuries, medical emergencies, or vehicle/property damage sustained by You or your designated representatives while accessing a pickup venue, or while lifting, loading, securing, transporting, and deploying goods purchased through the marketplace.

SECTION 10: USER ACCOUNTS & REVIEWS 10.1 Account Creation & Information When You create an account with Us, you must provide Us with information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account. You may be asked to supply Your name, email, phone number, address, identity verification documents, or banking/Stripe Connect payout details. 10.2 Account Safety & Passwords You are responsible for safeguarding your password. You agree not to disclose Your password to any third party and must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account. 10.3 Account Review & Verification Unless explicitly part of a feature of the Service, We do not perform background checks or endorse any users. We do not accept any responsibility for the reliability, accuracy, and completeness of any information provided by users. 10.4 Account Termination We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms of Service. If You wish to terminate Your Account, You may simply discontinue using the Service or delete Your Account.

SECTION 11: USER-GENERATED CONTENT 11.1 Your Right to Post Content Our Service allows You to post Content (such as text, layout imagery, or item details). You are responsible for the Content that You post, including its legality, reliability, and appropriateness. By posting Content, You grant Us a non-exclusive license to use, modify, publicly display, and distribute such Content on the Service for operational and marketing purposes. You represent and warrant that the Content is Yours and that its posting does not violate the intellectual property or privacy rights of any person. 11.2 Content Restrictions You are solely responsible for all activity and Content that occurs under your account. You may not transmit any Content that is unlawful, offensive, upsetting, threatening, obscene, or otherwise objectionable, including but not limited to Content that promotes unlawful activity, defamatory/discriminatory statements, spam advertising, or code containing viruses or malware. The Company reserves the right, but not the obligation, to edit or remove Content in its sole discretion. 11.3 Content Backups Although regular data backups are performed, the Company does not guarantee there will be no loss or corruption of data. You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state. 11.4 Copyright Infringement & DMCA Notices We respect the intellectual property rights of others. If You believe that any Content on the platform constitutes copyright infringement, You must submit a written notice to our designated support email containing a description of the copyrighted work, the specific URL, and your contact details submitted under penalty of perjury.

SECTION 12: GOVERNING LAW & LEGAL COMPLIANCE The laws of the Country, excluding its conflicts of law rules, shall govern these Terms and Your use of the Service. If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish its objectives to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

SECTION 13: CONTACT US If you have any questions about these Terms of Service, You can contact us: By email: [email protected].