NeverMiss™ Vendor / Florist Agreement

Effective Date: April 30, 2026

NeverMiss™ is operated by NeverMiss Holdings LLC, a Florida limited liability company.

This Vendor Agreement (“Agreement”) is entered into between NeverMiss™ (“Company”) and the undersigned vendor (“Vendor”).

By accepting orders through the NeverMiss™ platform, Vendor agrees to the following:

1. Role of Vendor

Vendor agrees to:

• Fulfill customer orders assigned through NeverMiss™
• Provide goods and services, including floral arrangements, in a timely and professional manner
• Act as an independent contractor, not an employee or agent of NeverMiss™

2. Delivery Obligation

Vendor agrees to deliver all accepted orders:

• On the scheduled date
• Within the agreed delivery window

If Vendor fails to complete a scheduled delivery, Vendor agrees to provide a credit equal to 200% of the order value.

This credit may be applied as:

• Refund to customer
• Credit to NeverMiss™
• Offset against future payments

This requirement is non-negotiable.

3. Order Acceptance

• Vendor may accept or reject orders
• Once accepted, Vendor is fully responsible for fulfillment

4. Quality Standards

Vendor agrees to:

• Provide arrangements consistent with professional industry standards
• Use reasonable substitutions when necessary
• Maintain high presentation quality

5. Privacy & Data Use

Vendor agrees to:

• Comply with all NeverMiss™ Privacy Policies
• Use customer information only for order fulfillment
• Not market directly to customers
• Not store or reuse customer data
• Not sell or distribute customer data

The customer relationship belongs to NeverMiss™.

6. Payments

Vendor will receive payment as agreed, such as net of platform fee. NeverMiss™ may:

• Withhold payments for disputes
• Offset penalties, including missed deliveries

7. Independent Liability

Vendor is solely responsible for:

• All business operations
• Licensing and permits
• Employment matters
• Taxes
• Legal compliance

NeverMiss™ bears no responsibility for:

• Vendor's legal violations
• Employment disputes
• Product liability
• Injuries or damages

Vendor agrees to indemnify and hold NeverMiss™ harmless.

8. Indemnification

Vendor agrees to defend and indemnify NeverMiss™ against:

• Claims arising from Vendor actions
• Product or service issues
• Legal or regulatory violations

9. Termination

Vendor must provide minimum 90 days written notice before terminating the relationship.

NeverMiss™ may suspend or terminate Vendor at any time and may immediately terminate for:

• Missed deliveries
• Poor service
• Policy violations

10. Performance Monitoring

NeverMiss™ may:

• Track delivery performance
• Collect customer feedback
• Remove Vendor for poor performance

11. Non-Circumvention

Vendor agrees not to:

• Solicit NeverMiss™ customers directly
• Bypass the platform for transactions

12. Brand & Representation

Vendor agrees:

• Not to misrepresent NeverMiss™
• Not to use branding without permission

13. Service Availability

Vendor acknowledges:

• Order volume is not guaranteed
• Platform availability may change

14. Limitation of Liability

NeverMiss™ is not liable for:

• Lost profits
• Indirect damages
• Vendor operational issues

15. Governing Law

This Agreement is governed by the laws of the State of Florida.

16. Acceptance

Vendor agrees to these terms by signing below or accepting orders through the platform.