Last Revised April 18, 2015
The following terms (the "Agreement") shall be effective upon execution of the purchase process by you ("Customer" or "You").
TERM AND RENEWAL Your Agreement with WeddingWire, Inc. (together with its affiliates, "WeddingWire") will last for the term (the "Term") specified when you order your membership. The length of the Term will depend on which membership you order.
Professional, Featured, and Spotlight Memberships. WeddingWire's Professional, Featured, and Spotlight Memberships last for a fixed Term, currently one year. Even if we give you the option to divide payments for the Term over multiple payment periods, your purchase of a Professional, Featured, and Spotlight Membership is a commitment to purchase one full term of that membership, subject to the terms of the Termination section, below.
Data Driven Display. WeddingWire’s Data Driven Display product lasts for a fixed Term. After that Term is over, the membership will expire unless you agree to renew it. Even if we give you the option to divide payments for the Term over multiple payment periods, your purchase of the Data Driven Display product is a commitment to purchase one full Term of that membership.
Standard Memberships. If you buy a Standard Membership from WeddingWire, your membership will be one of the following two types, which you will select at the time of purchase.
- Month-to-Month. If you purchase a monthly Standard Membership from us, it will last for a one-month Term and continue to renew for one-month renewal terms ("Renewal Term") on a month-to-month basis unless and until you cancel it (by using the Billings page) or we terminate it. You must cancel your membership before it renews each month in order to avoid billing of the next month's membership fees. We will bill the monthly membership fee to the payment source you have provided us during registration or to a different payment source if you change your account information. Membership fees are fully earned upon payment. We do not provide refunds or credits for partially used periods.
- One Year Plus Month-to-Month. If you purchase this type of Standard Membership from us, you agree to a minimum one-year Term. After that Term, the membership will continue to renew for additional Renewal Terms on a month-to-month basis under the terms specified in section (1), above, until you cancel it (by using the Billings page) or we terminate it. Membership fees are fully earned upon payment. We do not provide refunds or credits for partially used periods.
TERMINATION For new WeddingWire Customers purchasing a new Professional, Featured or Spotlight Membership on or after October 1, 2014 only (or as otherwise provided in a contract addendum from WeddingWire), provided that Customer has paid for at least the first six months of the term, the Customer may terminate that membership only after six months from the beginning of the contract term by giving written notice to your Sales or Customer Success representative stating your intent to cancel no earlier than six months from the beginning of the contract Term; this early termination right does not apply to any subsequent purchases, renewals, upsells, add-ons or any other types of products or purchases. In the event of such new Customer's early termination of a new Professional, Feature or Spotlight Membership, WeddingWire will provide a pro-rated refund of any memberships that are paid-in-full; for all other payment plans, your membership will continue until immediately prior to your next scheduled billing date, at which point you will not be billed, your listing will move to a "lite" status, and you will no longer receive the benefits of premium membership. Customer may not terminate or cancel any other products before the expiration of the current Term. WeddingWire may terminate this Agreement for cause upon five (5) days written notice of a breach to Customer if such breach remains uncured at the expiration of such period. WeddingWire may terminate this Agreement, with such termination to be effective on five (5) days notice, if the Customer provides products or services that are competitive to WeddingWire or its affiliates. In the event of any termination or expiration of this Agreement, WeddingWire shall retain the right to keep any and all member reviews of Customer posted on the Website as well as basic directory information of Customer associated with such reviews, including without limitation, business name, address, and telephone number.
WEDDINGWIRE AND EVENTWIRE NETWORK The WeddingWire Network and EventWire Network is continually evolving. There is no guaranty that during the Initial Term or any Renewal Term any third-party partners that belong to the WeddingWire Network or the EventWire Network will remain the same. Partners may be added or removed at any time without notice to Customer.
PRODUCT UPGRADES AND CHANGES WeddingWire is constantly reviewing its product and service offerings to strive to provide its Customers with the best suite of options available. WeddingWire retains the right to revise its product and/or service offerings, including the tools made available to you, at any time. If WeddingWire discontinues any product or service offered as a part of your membership, WeddingWire may elect in its discretion to offer you a right to terminate your membership and receive a prorated refund for the portion of any prepaid and unused Fees relating to the period following the date of the discontinuation or revision to such product or service; in such case that termination and pro-rated refund shall be the sole remedy available. Additionally, WeddingWire reserves the right to add additional products and services and charge separately for them. Purchase of a current product or service does not guarantee access to future products and services. If WeddingWire gives you temporary access to a product or service for which you have not paid, WeddingWire reserves the right to charge for this product or service in the future.
AD CREATIVE AND DESIGN MAINTENANCE RESPONSIBILITY
- AD CREATIVE Customer is responsible for the creative aspects and development of its WeddingWire listing and the WeddingWire Storefront feature or for any content used with the Data Driven Display product. With sufficient notice, the Customer may change the listing display and the WeddingWire Storefront feature or the content used with the Data Driven Display product. Any delay by the Customer in providing creative materials or input needed for the launch of a listing, feature, product or service shall not extend the Term, and if Customer does not provide such materials within 48 hours of an order, WeddingWire reserves the right to utilize content from Customer's WeddingWire listing and/or business website for such listing, feature, product or service.
VENDOR RESPONSIBILITIES REGARDING OTHER SERVICES Customer is responsible for operation of any other tools or services provided by WeddingWire to Vendor, including keeping current its business and contact information, sending information and responding to client or prospective clients. WeddingWire is not responsible for the content of any contracts, communications, or interactions (the "Interactions") between Customer and its clients using WeddingWire-provided tools or services and shall have no liability for such Interactions. Further, WeddingWire is not responsible for any losses Customer may incur as a result of relying on information provided to Customer by its clients or other third parties, whether or not such information was provided via the Site and even if WeddingWire was advised of the possibility of such losses.
GENERAL PAYMENT TERMS Customer may purchase products and/or services hereunder in a variety of ways including: (i) Self-Checkout; (ii) email sales quote; (iii) providing a credit card while on the phone with a WeddingWire sale representative; or (iv) a signed order form. By completing the purchase transaction, Customer agrees to pay for the products and services provided by WeddingWire with a valid credit card or check payment. Customer may not change the form of payment without WeddingWire's consent.
UPGRADING PRODUCTS & SERVICES Customer may add or upgrade additional products and/or services at any time by contacting Customer's WeddingWire account manager or by accessing Customer's WeddingWire self-service features on the Web. Upgrades to existing products and services will be deemed as a new contract with the pro-rated refund on the unused portion of the preexisting Initial Term or Renewal Term applied to the new contract as a credit. The fees for new products and services will be based upon the then current, generally applicable fees.
NONTRANSFERABILITY OF PRODUCTS & SERVICES The products and/or services purchased are valid only for the Customer, and in the category and region specified at the time of purchase and may not be transferred either to a different Customer or by the same customer to a different category or region.
U.S. DOLLARS & U.S. TRADE REGULATIONS Customers will be billed in U.S. Dollars and subject to U.S. payment terms. In no event shall any transactions be in violation of U.S. trade regulations. There shall be no refunds for products and/or services provided by WeddingWire. All amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Customer shall pay all sales, use, VAT, excise, property or other taxes or levies which WeddingWire is required to collect or remit to applicable tax authorities.
CREDIT CARDS If WeddingWire is authorized by Customer to charge Customer's credit card and WeddingWire is unable to process Customer's credit card, or if any fee is otherwise not paid on time, then WeddingWire may revoke access to Customer's account. Customer will not perform a chargeback for the fees paid hereunder by credit card. If authorized to charge Customer's credit card, WeddingWire may periodically authorize your card in anticipation of membership or related cards. If your credit card on file reaches its expiration date and you do not edit your payment information, you authorize us to continue billing that payment source and you remain responsible for any uncollected amounts and any associated fees that may arise.
You agree that it is your responsibility to maintain a valid, non-expired credit card on file with us while engaging in fee-based activities on our Site. You agree that if you do not maintain a valid, non-expired card on file with us during any billing attempt, you may be subject to interest and penalties as enumerated below. You irrevocably and expressly authorize WeddingWire to withhold any monies and/or debit any monies from any account that you have identified to WeddingWire for any chargebacks, fees, costs, deductions, adjustments and any other amounts owed to WeddingWire. We reserve our rights to all actions and remedies in connection with any monies owed to WeddingWire. You will indemnify, defend and hold us harmless for any claims, demands or causes of actions that WeddingWire takes toward any identified account pursuant to this Section.
NONPAYMENT If the Customer does not make payments on time based on their payment schedule, WeddingWire's delinquency process is as follows: (i) Customer account is suspended and access is revoked; (ii) Customer has five (5) days to bring to current balance after notification (which may include email notice); (iii) After five (5) days, the account is terminated and Customer's access to Customer's WeddingWire account is permanently revoked; and (iv) If Customer wants to reinstate Customer's account with WeddingWire after termination, Customer must: (a) Pay the outstanding balance in full; and: (b) Execute a new one year agreement (paid in full) and fulfill the entire agreement.
If, for any reason, any fees Customer owes WeddingWire have not been received or in any manner realized by WeddingWire ("Unpaid Fees"), Customer agrees to pay such Unpaid Fees immediately. In addition, WeddingWire may charge interest, in the lower amount of 2.0% per month (or the maximum amount allowed by law), on any unpaid account balance that Customer maintains. Any partial payments made by Members will first be applied to the most recent fees owed to WeddingWire, including interest. WeddingWire reserves the right to waive or reduce the amount of any Unpaid Fees, penalties, or interest at any time. Customer also agrees to pay any associated penalties, fees, attorney fees, and other costs of collection incurred by WeddingWire with respect to any Unpaid Fees.
EARLY BUY-OUT Customer, at any time during the Initial Term or a Renewal Term, may buy out the remaining amount for such term with one-time payment equal to the remaining fee due for the remainder of the Initial Term or Renewal Term, as applicable. Upon WeddingWire receiving such payment, the Customer may choose to downgrade to a Basic Listing.
INCORRECT BILLING If Customer believes WeddingWire has billed incorrectly, Customer must contact WeddingWire in writing no later than thirty (30) days after the Billing Date on the first billing statement in which the error or problem appeared.
DISPUTES AMONG MEMBERS; RELEASE Customer is solely responsible for its interactions with other WeddingWire members, and WeddingWire is not party to any such disputes. WeddingWire reserves the right, but has no obligation, to monitor disputes between Customer and other Members. Customer agrees to release WeddingWire, its officers, directors, agents, and employees from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any disputes between Customer or its officers, directors, agents or employees, on the one hand, and any other WeddingWire Members, on the other hand. If Customer is or could be deemed a California resident, Customer waives California Civil Code §1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
NO AGENCY Customer hereby agrees and acknowledges that its provision of services and/or use of the Site does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with WeddingWire and furthermore that no affiliation, association or connection exists between Customer and WeddingWire. In no event shall you have authority to bind, commit, contract for, or otherwise obligate WeddingWire in any manner whatsoever.
ENTIRE AGREEMENT This Agreement, including any documents incorporated by reference, shall constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals and prior discussions and writings between the parties with respect thereto.
MODIFICATIONS The parties agree that this Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.
NO WAIVER No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
SEVERABILITY AND REFORMATION Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
GOVERNING LAW This Agreement is governed by the laws of the State of Delaware ("Governing Law"), without regard to principles of conflict of laws of any state or jurisdiction. Customer hereby agrees that the courts located in Maryland ("Place of Jurisdiction") shall have exclusive jurisdiction over any dispute arising hereunder.
ARBITRATION Disputes between Customer and WeddingWire regarding the Site and WeddingWire’s services should be reported to firstname.lastname@example.org. WeddingWire will attempt to resolve any disputes you have with us. Because WeddingWire is a neutral venue, WeddingWire is not responsible for resolving any disputes between Customer and other Members regarding services or transactions. Any claim or controversy arising out of or relating to your use of this Site, to the goods or services provided through WeddingWire, this Agreement, or to any acts or omissions for which you may contend WeddingWire is liable, including but not limited to any claim or controversy as to arbitrability ("Dispute"), shall be finally, and exclusively, settled by arbitration. The arbitration shall be held before one arbitrator under the commercial arbitration rules of the American Arbitration Association ("AAA") in force at that time. The arbitration shall be conducted in the Place of Jurisdiction. The arbitrator shall be selected pursuant to the AAA rules. Should no AAA rule regarding Maryland selection of an arbitrator be in effect, the Member shall select an arbitrator from a panel of arbitrators acceptable to WeddingWire. In any arbitration, the parties will split the cost of the filing fee, plus the costs associated with the first day of arbitration, with the remaining costs of arbitration paid by the non-prevailing party, provided, however, that in Maine any cost to the consumer shall be limited to the cost of filing a court case. To begin the arbitration process, a party must make a written demand therefore.
Any judgment upon an award rendered by the arbitrators may be entered in any court of competent jurisdiction in the Place of Jurisdiction. The arbitrators shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. Customer and WeddingWire agree to arbitrate solely on an individual basis, and that this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person's claims, regardless of the nature of the dispute or issues involved, and may not otherwise preside over any form of a representative or class proceeding.
THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN CUSTOMER AND WEDDINGWIRE WILL BE RESOLVED BY BINDING ARBITRATION. CUSTOMER THUS GIVES UP ANY RIGHT TO GO TO COURT TO ASSERT OR DEFEND ITS RIGHTS. CUSTOMER ALSO GIVES UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTION LAWSUITS. CUSTOMER’S RIGHTS WILL BE DETERMINED BY NEUTRAL ARBITRATORS AND NOT A JUDGE OR JURY. Customer is entitled to a fair hearing, but the arbitration procedures are simpler and more limited than rules applicable in court. Arbitrator decisions are enforceable as any court order and are subject to very limited review by a court by using WeddingWire's goods and services or the Site, Customer consents to these restrictions.
In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force. Should a Dispute arise and should the arbitration provisions herein become inapplicable or unenforceable, or in any instance of any lawsuit between Customer and WeddingWire, the parties agree that jurisdiction over and venue of any suit shall be exclusively in the state courts sitting in Place of Jurisdiction and federal courts sitting in Place of Jurisdiction. If either party employs attorneys to enforce any right in connection with any Dispute or lawsuit, the prevailing party shall be entitled to recover reasonable attorneys' fees.
WARRANTY EXCLUSION THE PRODUCTS AND/OR SERVICES PROVIDED BY WEDDINGWIRE ARE PROVIDED "AS IS", "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO THE APPLICABLE LAW, WEDDINGWIRE DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHER VIOLATION OF RIGHTS. THE PRODUCTS AND/OR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS, INCLUDING, WITHOUT LIMITATION, WARS, TERRORIST ATTACKS, STRIKES, RIOTS, EARTHQUAKES, HURRICANES, TORNADOES, VOLCANOES, MAJOR WEATHER EVENTS, INTERNET CONGESTION, ATTACKS ON OR FAILURE OF INFRASTRUCTURE, TROJAN, VIRUS OR MALWARE, AND DENIAL OF SERVICE (DOS) ATTACKS (THE "FORCE MAJEURE EVENTS"). WEDDINGWIRE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM THESE FORCE MAJEURE EVENTS.
LIMITED LIABILITY IN NO EVENT SHALL WEDDINGWIRE, OUR EMPLOYEES, OR OUR SUPPLIERS BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR DIRECT, INDIRECT DAMAGES, LOST PROFITS, ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE, FOR USE OF ANY COUPONS, OR FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON INFORMATION CONTAINED ON THE SITE, WHETHER IN AN ACTION FOR BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. WEDDINGWIRE’S LIABILITY, AND THAT OF OUR EMPLOYEES AND SUPPLIERS, TO CUSTOMER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF THE AMOUNT OF FEES YOU PAY TO WEDDINGWIRE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR $100, NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
REPRESENTATION AND WARRANTY Customer represents and warrants that: (1) it has authority to enter into this Agreement; (2) entering into this Agreement does not violate any other rights, obligations, regulations or laws; (3) it has obtained all necessary rights for any content that it provides to WeddingWire and that WeddingWire's use of such content will not be defamatory or harassing or violate any third party rights, including rights of publicity, privacy, and intellectual property rights, or violate any law or regulation.
INDEMNITY Customer agrees to indemnify and hold WeddingWire and our affiliates, officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising in any manner in whole or in part out of Customer's use of the Site, or its violations of its representations, warranties or obligations under the Agreement.
CONTACT INFO For all questions related to billing, please contact WeddingWire at email@example.com or by contacting us at 1-301-231-WIRE (9473).