Last Revised July 15th, 2019
ACCEPTANCE. Customer may purchase products and/or services hereunder in a variety of ways including, without limitation: (i) self-service checkout; (ii) email sales quote; (iii) providing a credit card while on the phone with a TKWW sale representative; or (iv) a signed Order Form. Acceptance of this Agreement will be made upon the earlier of (a) written or electronic signature or acceptance of an Order Form, order or services summary, quote, or similar form or contract by Customer; (b) Customer's submission or veriﬁcation of any advertising or listing/storefront content; and (c) the ﬁrst display of an advertisement or performance or delivery of the service or other deliverables, unless otherwise agreed upon in the Order Form. Customer's acceptance as provided above indicates that: (i) the information in the Order Form is accurate; (ii) Customer has read, understands and accepts the terms and conditions of this Agreement; and (iii) if not manually signing, Customer adopts this electronic process in lieu of manually signing the Order Form. By completing the purchase transaction, Customer agrees to the terms of this Agreement and agrees to pay for the products and services provided by TKWW with a valid credit card or check payment or other forms of payment accepted by TKWW. Customer may not change the form of payment without TKWW's consent. Payment shall be made in U.S. Dollars, unless otherwise specified in your ordering documents.
TERM AND AUTORENEWAL. All storefront services, including your purchase of Spotlight, Featured, and Professional Memberships on and/or WeddingWire (collectively, "Local Listing Services") and any Add-On Services (as defined below), are entered into as a subscription service and, except as otherwise provided herein, require an initial minimum commitment by Customer of at least twelve (12) months from the contract start date ("Local Listing Subscription"). The term of your Agreement with TKWW (including the Local Listing Subscription), in relation to the products offered, will last for the term specified herein, unless otherwise specified in your Order Form (the "Term"). Even if we give you the option to divide payments for the Term over multiple payment periods, this Agreement is a commitment to purchase one full Term of that membership, subject to the terms of the Termination section, below.
Following the expiration of the Term, each Local Listing Subscription will renew automatically for the same length of time as the then-current Term unless Customer provides at least 5 days' prior written notice of non-renewal prior to the expiration of the then-current Term. TKWW will notify Advertiser of any rate increases prior to Customer's deadline to notify TKWW of non-renewal. If the Order Form states that the Local Listing Subscription does not auto-renew, such Local Listing Subscription will only be renewed at the then-current term if agreed upon by the Customer in writing.
TERMINATION. At any time following the completion of the initial Term of at least 12 months of Customer's Local Listing Subscription, any Local Listing Subscription or Add-On Subscription may be terminated by the Customer on written notice to be received at least 5 days prior to your "Billing Date" (the day of the month on which you are billed, regardless of your payment schedule (monthly, quarterly, etc.)), with such termination to be effective on that Billing Date. If notice is not received at least 5 days prior to the next Billing Date, the termination will not be effective until the next monthly Billing Date.
If a Customer has completed a twelve (12) month term on a legacy contract (i.e. a contract you accepted before July 15, 2019) for a WeddingWire local listing, a local listing for , or both, and you "renew" such contract before July 15, 2020 pursuant to this Agreement, the Customer is entitled to treatment as a "renewal" and eligible for the termination at the next Billing Date per the Termination paragraph above.
TKWW may terminate this Agreement for cause upon five (5) days written notice to Customer of a breach of this Agreement. TKWW 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 TKWW or its affiliates. In the event of any termination or expiration of this Agreement, TKWW shall retain the right to keep any and all reviews of Customer posted on the TKWW website(s) (the "Site") as well as basic directory information of Customer associated with such reviews, including without limitation, business name, address, and telephone number.
DISCOUNTS & PRICE INCREASES. Any discounts or promotional rates for Local Listing Subscriptions and corresponding Add-On Services are only guaranteed for the initial Term of the contract (e.g. twelve (12) months). If an Add-On Subscription is added in the middle of the term of the base Local Listing Subscription, any agreed-upon discounts or promotional rates for the Add-On Subscription will extend for one renewal term for the base Local Listing Subscription, as mutually agreed upon by the parties in writing. Any service with discounted or promotional rates will be subject to an annual increase until the rate card rate(s) for such service(s) is hit. Any rate increase will be communicated in writing prior to the date on which notice of non-renewal is required. Please note that in addition to the amounts payable as provided above with respect to basic Local Listing Services and Add-Ons, if discounts were applied in connection with any terminated service (including, without limitation, any service discounted as part of a bundle), upon termination of any such service, TKWW reserves the right to charge increased future rates to make up for such discounts. To the extent you buy a TKWW bundled product that is discounted, you agree that you may not terminate only one of the products in the bundle. The customer may only terminate the entire bundle in a manner authorized under the Termination section under the Agreement. Repurchase of only a part of a bundled product may result in the loss of any discounts associated with a bundled product.
ADD-ON SERVICES, GENERALLY. All additional internet services sold with local listings beyond base Local Listing Services, including: (a) Secondary Local Listing Services (a secondary regions or category outside of the defined primary Local Local Listing product (region or category)); (b) Buzz Badges; (c) Banner Ads; (d) Local Homepage Badge, Event Listings, Local Deals; and (e) Best of Wedding Services (collectively "Add-Ons" or Add-On Services") will be based on the pricing set forth in this Agreement, and otherwise on the same terms and conditions as the Local Listing Subscription, including with respect to the term length, renewals, and payment date(s), and will be cancelable under the same terms as in the Local Listing Subscription termination paragraph (e.g., must have completed twelve (12) months of the Local Listing Subscription). A subscription for Add-On services will be known as an "Add-On Subscription."
OTHER, SEPARATE PRODUCTS NOT SOLD WITH LOCAL LISTINGS OR ADD-ON PRODUCTS.
Print Services. All print services require a commitment of two publication cycles (twelve (12) months) to qualify for any discounted rate offered in connection therewith. Following this initial Term, print services commitments renew automatically for successive twelve (12) month periods as indicated in this Agreement. If this Agreement or Order Form states that the services do not auto renew, the print services will only be renewed at the end of the then-current term if agreed upon by the Customer in writing. Print services may be terminated by Customer at any time following the initial twelve (12) month period with written notice of termination to TKWW as long as written notification is received by TKWW a minimum of ninety (90) days prior to the fulfillment date of the applicable print cycle. If such written notice is not received by TKWW a minimum of ninety (90) days prior to the fulfillment date of the applicable print cycle, then TKWW may collect payment for and continue the print services through the following print issue. If for any reason (in TKWW's sole discretion),TKWW allows Customer to terminate the print services after one publication cycle (six (6) months), Customer may be charged an amount equal to 100% of the amounts due under the agreement through the remainder of the then-current twelve (12) month term. Such payments will be due and payable immediately upon termination of the services. Any discounts or promotional rates for print services are only guaranteed for the initial term of the contract (e.g. twelve (12) months). Any service with discounted or promotional rates will be subject to an annual increase, until the rate card rate(s) for such service(s) is hit. Any rate increase will be communicated in writing prior to the renewal date.
Bridal Show Newsflash. The Bridal Show Newsflash service is a one-time event and must be paid in full prior to the launch date. Multiple Bridal Show Newsflashes may be purchased and are based upon availability of inventory. Cancellation requests must be made at least thirty (30) days from the date of service. Any deposits are forfeited upon cancellation.
Local Select Email. This service is a one-time event and must be paid in full prior to the launch date. Multiple Local Select Emails may be purchased and are based upon availability of inventory. Cancellation requests must be made at least 30 days from the date of service. Any deposits are forfeited upon cancellation.
ADVERTISEMENT CREATIVE AND DESIGN MAINTENANCE RESPONSIBILITY.
Internet. If TKWW is to create the advertisement or other deliverables, or if Customer is to provide advertising or service components (in full or in part) to TKWW, then Customer agrees that it will provide the necessary information to meet the applicable deadlines and perform the services as outlined in the Specific Contract Conditions. This information (including but not limited to text, pictures, graphics, sound, video, programming code, URLs, Internet links and other data to perform such service) must be provided to TKWW on or before the due date(s) established by TKWW, but in no case less than ﬁve (5) days prior to launch date of said advertisement or service. If Customer postpones any advertisement or service, fails to provide necessary Customer information or approvals (in a timely manner) or fails to comply with TKWW's production speciﬁcations or schedule, and such failure prohibits TKWW from meeting its launch deadlines, there will be no reduction in the amount owed to TKWW and TKWW shall not be obligated to provide Customer any "make good" or Term extension or otherwise provide alternative services, and TKWW does not guarantee the start date of the Term. In such cases, and where the Specific Contract Conditions consist of multiple components, TKWW reserves the right to reallocate the value of the delayed or failed component to other components to be published, displayed or performed during the Term.
Print. As referred to in the Specific Contract Conditions, if TKWW is to create the advertisement or camera-ready art, then Customer agrees that it will provide the necessary information to create an advertisement or camera- ready art to TKWW in accordance with the instructions of TKWW on or before the date(s) established by TKWW as the closing date for the publication, but in no case later than "camera-ready" date for the applicable publication (which, unless otherwise speciﬁed in the Specific Contract Conditions, such date is the date that is eight (8) weeks prior to the publication date of the publication in which the advertisement is to appear). If Customer postpones any advertisement or service or fails to provide the necessary information to create a print advertisement, TKWW, at its discretion, may create such advertisement. There shall be no reduction in the amount owed to TKWW under this Agreement in the event Customer fails to provide the necessary information to create an advertisement or camera-ready art before the deadline referred to above.
Usage of Material. All advertisements created by TKWW are for the sole purpose of promoting Customer's products or services to TKWW's audience and may not be replicated, distributed or promoted by a third party without the prior written approval of TKWW.
Ad Proof. TKWW will provide a maximum of three proofs or revisions for an advertisement or service, which consists of the original submission of the advertisement or product plus two revisions. TKWW may provide additional proofs or proofs for custom content at its published rate for such work as may be in effect from time to time or as speciﬁed in the Specific Contract Conditions. Upon TKWW's provision of a proof or revision to Customer or notiﬁcation to Customer that the advertisement has been published, Customer has two (2) business days to provide corrections to TKWW's proof or revision. If Customer has not contacted TKWW within two (2) business days after notiﬁcation by TKWW, it is agreed by Customer that the proof or revision is in acceptable form and may be published without further revision.
License. To the extent owned (or licensed) by Customer, Customer hereby grants to TKWW a non-exclusive, royalty-free, worldwide license (or sub-license) to use, reproduce, distribute, create derivative works of, publicly perform, publicly display and digitally perform such advertisement or service and all constituent parts. Any advertisement or service created in whole or in part by TKWW shall be owned by, and all rights therein are hereby reserved to, TKWW.
Removal of Advertisement. With respect to any advertisement or service, or any site or mobile or other property, to which an advertisement or service is linked, TKWW reserves the right to remove such advertisement or service at its sole discretion that (a) does not comply with the Policies or any applicable law, regulation or judicial or administrative order; (b) brings or may tend to bring disparagement, ridicule or scorn upon TKWW; or (c) has not been paid for in accordance with this Agreement.
TKWW ADVERTISING NETWORKS. TKWW works with a number of third parties to help provide advertising services. There is no guarantee that during the Term any third-party advertisers will remain the same. Third party advertisers may be added or removed at any time without notice to Customer.
PRODUCT UPGRADES AND CHANGES.
TKWW is constantly reviewing, testing and evolving its product and service offerings to strive to provide its Customers and other users with the best suite of options available. TKWW retains the right to revise its product and/or service offerings, including the tools made available to you, at any time without notice, in our sole discretion, for any reason, including without limitation to comply with any applicable law or regulation. Such changes may include, without limitation, the operation of our products and services, including the order and manner in which advertisements appear on them, the way that services are delivered, and the way that new customers are charged for services. You agree that we may test, implement, remove or modify features of our products and services at any time without notice.
LIMITATION ON SPACE. TKWW reserves the right to limit the amount of space afforded to any one customer or any category of advertising (whether by product line or motif) appearing in any of its websites, mobile or other properties, and publications.
OTHER AGREEMENT AND ACTIVITIES. Nothing set forth in this Agreement shall restrict TKWW from (a) entering into agreements with other customers, whether or not competitive with Customer (unless otherwise speciﬁed in the Agreement); and/or (b) engaging in any activity, including, without limitation, selling goods and/or providing services of any kind whatsoever.
MODIFICATION OF PROPERTIES. TKWW reserves the right to redesign or modify, or cause the redesign or modiﬁcation of, the organization, structure or "look and feel" of its websites, mobile and other properties, and publications, the policies and any services provided hereunder, at any time without notice.
MODIFICATION OF PUBLICATIONS AND SERVICES. TKWW reserves the right to add, modify or discontinue services or publications at any time by providing notice to Customer, notwithstanding any commitment required by Customer hereunder. In such cases, TKWW may cancel any or all of the services it has agreed to provide under this Agreement at any time, in its sole discretion. Any added or modiﬁed service shall not give rise to any right of cancellation or termination in favor of Customer or any other remedy.
REMEDY FOR UNDER-DELIVERY. TKWW cannot guarantee to the Customer a speciﬁc date of publication. Should TKWW fail to provide the advertisement, services or other deliverables as set forth in the Agreement, Customer's sole and exclusive remedy shall be to have TKWW deliver the advertisement, service or other deliverables as soon as commercially reasonable. In no event will any sums paid to TKWW be refundable for any reason except as otherwise provided in this Agreement.
USAGE STATISTICS. If TKWW provides Customer with usage statistics, they will be in a format determined by TKWW. Advertiser may not distribute or disclose usage statistics to any third party without TKWW's prior written consent. TKWW shall use commercially reasonable efforts to review the accuracy of such information; however, it does not guarantee the accuracy, reliability or completeness of any usage statistics. In no event shall TKWW assume any liability to Customer for usage statistics provided to TKWW by third parties. If Customer requires, and TKWW agrees to provide, any usage statistics or other reports that TKWW does not currently provide to customers in the ordinary course of business, TKWW will use commercially reasonable efforts to provide such information, provided that the terms for TKWW's providing such reports shall include at least one (1) business week turn-around period for the provision of such usage statistics or reports.
CUSTOMER RESPONSIBILITIES REGARDING OTHER SERVICES. Customer is responsible for operation of any other tools or services provided by TKWW to Customer, including keeping current its business and contact information, sending information and responding to client or prospective clients. TKWW is not responsible for the content of any contracts, communications, or interactions (the "Interactions") between Customer and its clients using TKWW-provided tools or services and shall have no liability for such Interactions. Further, TKWW 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 TKWW was advised of the possibility of such losses.
LEAD LISTS. Customer agrees that any list of leads (or other prospect information) ("Leads") delivered to Customer shall be used solely for the purpose of marketing Advertiser's products to such Leads and not by any other entity or business without the prior written consent of TKWW. Customer further agrees that it will neither solicit nor allow others to solicit any Leads with promotional material of businesses other than Customer. Customer acknowledges that names and dates on Leads lists are the sole property of TKWW and Customer hereby agrees not to disclose, sell or make known the names and dates on any such Leads list. Customer further agrees not to use names on any Leads list for bridal shows or other special events in which non-advertisers participate without the prior written consent of TKWW. Customer will not subject any person named on any Leads list to any form of high-pressure sales tactics or otherwise use Leads information in violation of applicable law, rule, regulation or industry standard. Any breach of this provision shall be considered a material breach of this Agreement and will entitle TKWW to terminate this Agreement in accordance with the Termination provisions contained herein. Advertiser acknowledges that the Leads are provided to Advertiser "as-is," and that TKWW will have no liability to Advertiser or any of its affiliated companies, licensees, customers, marketing partners, or other third parties concerning the information (including the accuracy thereof) contained in the Leads. Advertiser represents, warrants and covenants that it will treat the Leads as Confidential Information (defined below) of TKWW, not disclose the Leads and information therein to any third party, use the Leads solely for the purposes described herein, and to transmit, store, and otherwise handle the Leads and information contained therein pursuant to applicable law, rule, regulations and industry standard. Without limiting the foregoing, Advertiser will destroy the Leads (including, without limitation, purging the Leads from its systems) immediately upon completion of the applicable permitted use (and in no event later than five (5) days following the completion of such use). Advertiser acknowledges and agrees that due to the unique nature of the Leads, money damages would be insufficient to remedy any breach of its obligations hereunder, and that breach of this letter would result in irreparable harm to TKWW, and therefore, that upon any such breach or any threat thereof, TKWW will be entitled to obtain appropriate equitable relief in addition to whatever remedies it might have at law (without being required to post a bond or other security, which requirement Advertiser hereby agrees to waive).
CHANGING ACCOUNTS AND/OR UPGRADING OR ADDING PRODUCTS & SERVICES. Customer may add or upgrade additional products and/or services at any time by contacting Customer's TKWW account manager. Only individuals who are authorized users of the Customer account may request changes (including, without limitation, name changes, transfers of the account to a different entity, or termination of the account) to Customer account or additional products and services. If a Customer upgrades an existing product or service and signs a new contract, any unused portion of the preexisting Term may be applied to the new contract as a credit. The term for any add-on products or services will be deemed to be coterminous with the original product or service to which such add-on applies, unless otherwise specified in your ordering documents. 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 membership 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 in the U.S. 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.
TAXES; NO REFUNDS. Except as specifically provided in the Agreement, there shall be no refunds for products and/or services provided by TKWW. All amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Customer shall pay all applicable taxes which TKWW is required to collect or remit to applicable tax authorities including, without limitation, sales, use, value-added tax, excise, property, or other similar taxes or levies.
CREDIT CARDS. If TKWW is authorized by Customer to charge Customer's credit card and TKWW is unable to process Customer's credit card, or if any fee is otherwise not paid on time, then TKWW may revoke access to Customer's account.
NONPAYMENT. If the Customer does not make payments on time based on their payment schedule, TKWW reserves the right to temporarily suspend access to Customer's account or permanently terminate Customer's Agreement. Following such delinquency, if Customer wants to reinstate Customer's account with TKWW after termination, Customer must contact a billing representative and: (a) pay the outstanding balance in full; and (b) execute a new one year agreement with payment made via credit card.
Any partial payments made by Customers will first be applied to the oldest, outstanding fees owed to TKWW, including interest.
EARLY BUY-OUT. Customer, at any time during the 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 Term. Upon TKWW receiving such payment, the Customer may choose to downgrade its Listing.
INCORRECT BILLING. If Customer believes TKWW has billed Customer incorrectly, Customer must contact TKWW Member Services at email@example.com in writing no later than thirty (30) days after such charge. No refunds will be given for any charges which are more than ninety (90) days old.
DISPUTES AMONG MEMBERS; RELEASE. Customer is solely responsible for its interactions with other TKWW members, Customers and other users (collectively "TKWW Users") when TKWW is not a party to any such disputes. TKWW reserves the right, but has no obligation, to monitor disputes between Customer and other TKWW Users. Customer agrees to release TKWW, its affiliates, and their respective officers, directors, agents, representatives 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 dispute, directly or indirectly, between Customer, its affiliates, and their respective officers, directors, agents, representatives or employees, on the one hand, and any other TKWW User, on the other hand. If Customer is or could be deemed a California resident, Customer hereby 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."
CONFIDENTIALITY. Any marked conﬁdential information and proprietary data provided by TKWW, including the pricing and other information set forth in the Specific Contract Conditions and these terms and conditions, shall be deemed "Conﬁdential Information" of TKWW. Conﬁdential Information shall also include information provided by TKWW, which under the circumstances surrounding the disclosure would be reasonably deemed conﬁdential or proprietary. Conﬁdential Information, whether disclosed by or received from TKWW orally or in writing, shall not be disclosed by Customer to anyone except an employee or agent who has a need to know same, and who is bound by conﬁdentiality obligations at least equal to those required under the Agreement. Customer shall not use any portion of Conﬁdential Information for any purpose other than those provided for under this Agreement. Without limiting the foregoing, Customer shall use at least the same degree of care which it uses to prevent disclosure of its own conﬁdential information of like importance, but in no event less than reasonable care, to prevent the disclosure of Conﬁdential Information disclosed to it by or received from TKWW. Customer acknowledges that any breach of its obligations with respect to TKWW's Conﬁdential Information hereunder is likely to cause or threaten irreparable harm to TKWW, and accordingly the parties agree that in the event of such breach TKWW shall be entitled to equitable relief to protect its interest therein, including but not limited to preliminary and permanent injunctive relief, as well as monetary damages. Upon the request of TKWW, or in any event upon any termination or expiration of the Term, Customer shall return to TKWW all materials which contain, embody, reﬂect or reference all or any part of any Conﬁdential Information of TKWW.
PUBLICITY. Customer will not use the trade name, trademarks, or logos of TKWW in a public announcement (including, but not limited to, through any press release or in any manner subject to the restriction contained in the Usage of Material section of this Agreement) regarding the existence or content of this Agreement or otherwise without the prior written approval of TKWW.
REPRESENTATION AND WARRANTY The person consenting to this Agreement represents and warrants that: (i) such person has authority to enter into this Agreement on behalf of Customer; (ii) Customer's entering into this Agreement does not violate any other rights, obligations, regulations or laws; (iii) Customer has obtained all necessary rights for any content that it provides to TKWW and that TKWW'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; and (iv) any user with access to Customer's account shall be deemed an authorized user of such account. TKWW reserves the right to rely on the representations and warranties made by any user of Customer's account when providing the services to Customer.
ELECTRONIC SIGNATURES AND AGENTS. Unless otherwise speciﬁed, the term "written" shall include paper, fax or email communication. Without limiting the foregoing or any of the acceptance methods listed in this Agreement, any documents executed by both parties in connection herewith, if applicable, may be executed in any number of written counterparts (which may be done by electronic or other customary means), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In addition, the parties desire to facilitate certain transactions pursuant to this Agreement by exchanging documents, records and signatures electronically or by utilizing electronic agents. The use of electronic facilities or agents shall be in accordance with procedures established by TKWW and governed by the provisions of applicable laws, rules and regulations.
INDEMNITY. Customer agrees to indemnify and hold TKWW, our affiliates, and our and their respective 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.
WARRANTY EXCLUSION THE PRODUCTS AND/OR SERVICES PROVIDED BY TKWW ARE PROVIDED "AS IS", "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, TKWW 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 (THE "FORCE MAJEURE EVENTS"), 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. TKWW IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM ANY FORCE MAJEURE EVENT.
LIMITED LIABILITY IN NO EVENT SHALL TKWW, OUR AFFILIATES, AND OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR OUR SUPPLIERS BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR INDIRECT DAMAGES, LOST PROFITS, ANY SPECIAL, INCIDENTAL, RELIANCE, 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 OTHER PROMOTIONAL DISCOUNTS, 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. TKWW'S LIABILITY, AND THAT OF OUR AFFILIATES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS, IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF THE AMOUNT OF FEES YOU PAY TO TKWW IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR $100, NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. FOR THOSE JURISDICTIONS THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL, OR RECKLESS MISCONDUCT, OR GROSS NEGLIGENCE OF TKWW.
GOVERNING LAW. This Agreement is governed by the laws of the State of Maryland ("Governing Law"), without regard to principles of conflict of laws of any state or jurisdiction.
NOTICE OF DISPUTE. If you have a dispute with us regarding the Site or services, you must first send written notice to us at firstname.lastname@example.org. We will attempt to resolve any disputes you have with us. Because we are a neutral venue we are not responsible for resolving any disputes between you and other Users regarding services or transactions. The parties agree to negotiate resolution of the dispute in good faith for no less than sixty (60) days after you provide notice of the dispute. If we do not resolve your dispute within sixty (60) days from receipt of notice of the dispute, either party may pursue a claim in arbitration pursuant to the terms of this Agreement.
ARBITRATION, CLASS-ACTION WAIVER & JURY WAIVER
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU AND US TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.
Agreement to Binding Arbitration. You understand and agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the parties' relationship with each other and/or your use of and access to the Site or the services, including, but not limited to, claims as to whether any services rendered by us or persons employed or engaged by us were improperly, negligently, or incompetently rendered, and any claim or controversy as to arbitrability ("Dispute"), shall be finally, and exclusively, settled by arbitration. shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with the provisions of AAA's Commercial Arbitration Rules and Mediation Procedures and Consumer-Related Disputes Supplementary Procedures, excluding any rules or procedures governing or permitting class actions, and not by a lawsuit or resort to court process, except as Maryland or any other applicable state law provides for judicial review of arbitration proceedings. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve any and all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this agreement to arbitrate, including, but not limited to any claim that all or any part of this agreement is void or voidable. The parties agree to treat the arbitration proceedings and any related discovery confidential. The terms of this section govern in the event they conflict with the rules of the AAA.
Venue. You agree that any arbitration shall be conducted in Montgomery County, Maryland. The arbitrator shall be selected pursuant to the AAA rules. Should no AAA rule regarding Maryland selection of an arbitrator be in effect, the User shall select an arbitrator from a panel of arbitrators acceptable to TKWW. 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.
Class Action and Class Arbitration Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the agreement to arbitrate set forth in this section shall be deemed null and void and the parties shall be deemed to have not agreed to arbitrate disputes.
YOU ACKNOWLEDGE AND AGREE THAT BOTH PARTIES TO THIS AGREEMENT ARE GIVING UP THEIR CONSTITUTIONAL RIGHT TO HAVE SUCH DISPUTE DECIDED IN A COURT OF LAW BEFORE A JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING.
You may cancel your agreement to arbitrate (not the entire Agreement) by giving written notice to us within 30 days of the date of your acceptance of this Agreement, or 30 days after we provide notice of material changes made to this section of this Agreement. You should send your cancellation of arbitration notice to email@example.com with the following information: (i) your name; (ii) your email address; (iii) your mailing address; and (iv) a statement of your wish not to resolve disputes with us through arbitration. Your notice to opt-out of arbitration only applies to this Agreement; if you previously entered into other arbitration agreements with us or enter into other such agreements in the future, your notification that you are opting out of the arbitration terms of this Agreement shall not affect the other arbitration agreements between the parties. Should you choose to withdraw from the arbitration provision, all other provisions of this Agreement shall remain in full force and effect.
Jury Trial Waiver. If for any reason a claim proceeds in court rather than arbitration, each party waives any right to a jury trial and elect instead to have the dispute be resolved by a judge.
SUCCESSORS AND ASSIGNS. The terms of this Agreement shall inure to the beneﬁt of and be binding upon the respective successors and assigns of the parties; provided, however, that neither this Agreement nor any rights hereunder may be assigned or otherwise transferred by Customer, either voluntarily or by operation of law, without the prior written consent of TKWW, and any attempt to do so will be null and void. TKWW reserves the right to assign this Agreement in its discretion.
TITLES AND SUBTITLES. The titles, subtitles and deﬁned terms used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
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. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (not provided by TKWW) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void, unless otherwise agreed to by TKWW in writing. This is a subscription agreement for use of products and services and not an agreement for sale. Customer acknowledges that it/he/she is obtaining only a limited right to such products and services and that, irrespective of any use of the words "purchase", "sale" or like terms hereunder, no ownership rights are being conveyed to Customer under this Agreement. Further, Customer acknowledges that the products and services are offered as an online, hosted solution, and that Customer has no right to obtain or retain a copy of any of the products or services unless otherwise stated herein.
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.
LANGUAGE. The parties have expressly agreed that this Agreement and all ancillary agreements, documents or notices relating thereto be drafted solely in the English language. Les parties aux présentes ont expressément convenu que ce accord et toute autre convention, document ou avis y afférent soient rédigés en anglais seulement.
CONTACT INFO For all questions related to billing, please contact TKWW at 11106 Mockingbird Dr. Omaha, NE 68137 or by contacting us at 8332121710