Black Sheep Bride, LLC
Terms of Service Agreement
1.Acceptance of AgreementBy checking the legal notice box when you create an account on the Site, or by continuing to use the Site, you agree to the terms, conditions, and provisions of this Agreement, which we may update or revise from time to time. The most current version of the Agreement will be posted on the Site under the link at the bottom of your account homepage, so please review this Agreement frequently. Notice of changes to this Agreement will be circulated to you according to the Notice provisions herein, and your continued use of the Site constitutes your acceptance of such changes.
2.Description of Services, Content, and InformationThe Site currently provides a sortable listing of vendors in the wedding industry that are approved by BSB on account of the vendors’ commitment to socially conscious causes, and other related features (collectively, the “Services”). The Site may include information and features to support these Services (the “Content”). The Site will also include information about your business that you upload, or otherwise submit, to the Site, certain types of data, records, histories, notes, and other information, some of which may contain your personally identifiable information (collectively, your Information. Unless explicitly stated otherwise, this Agreement will apply to the Services, the Content, your Information, and any new features of or enhancements of the Services, the Content, or your Information.
The Services and Content are provided “AS-IS” and “AS-AVAILABLE” for your use, and we are not responsible for the timeliness, deletion, inaccuracy, interruption, or mis-delivery of any part of the Services or Content. The Content and certain tools used for the Services on this Site may be provided by one or more third-party vendors or individual Content providers. You understand and agree that we cannot verify the accuracy of such Content or Services, and we make no representations or warranties to you that the Content is accurate or reliable.
3.Length of Services and Fee for ServicesYour Information will be listed via the Services for a minimum of one (1) year from the date of your approval by BSB and payment of the Fee (defined below), in accordance with the terms of this Agreement. Upon approval by BSB, you are obligated to pay the fee for one (1) year, regardless of the payment intervals (monthly or annually) you elect. The required fee for your first year and for subsequent years (together, the “Fee”) will be disclosed either at the time that you submit or your application for your Information to be listed on the Site or at the time that make payments on the Site. If you fail to timely pay the required Fee, then, upon receiving thirty (30) days advance notice cure according to the Notice provisions herein and the opportunity to cure your payment default, your name and Information will be removed from the Services.
4.Your Commitment to Socially Conscious CausesBy entering into this Agreement, you are committing that ten percent (10%)of your time, product, or net profits is currently being, and will continue to be, donated to a tax-exempt organization under section 501(c)(3) of the Internal Revenue Code (your Commitment). In order for you to continue to be listed on the Site, you must honor your Commitment. If we determine, in our sole and absolute discretion, that you have failed to honor your Commitment, your name and Information will be removed from the Services, without refund of your Fee.
5.Right to AuditYou agree to send us or our designee your internal records relating to your Commitment, including without limitation, financial statements, inventory lists, time records and donation receipts or acknowledgements (the “Business Records”). Alternatively, we or our designee may request, and you agree to provide, access, during regular business hours, to audit your Business Records. We may request your Business Records no more than two (2) times in any calendar year, and we will provide you at least ten (10) business days’ notice of any such request according to the Notice provisions herein. You agree to retain all of your Business Records for at least three (3) years, and your failure to retain such records shall constitute evidence that you failed to honor your Commitment and may result in your name and Information being removed from the Services, without refund of your Fee.
6.Approval by BSB
After submitting an application for your name and Information to be listed on the Site, BSB will take into account the Information you submitted and your Commitment when determining whether to include you on the Site. However, you understand the decision regarding whether to include your Information on the Site is in BSB’s sole and absolute discretion. Even if you have been approved by BSB and your name and Information is being listed on the Site, BSB may still require that, upon receipt of at least ten (10) business days’ notice, you reapply for approval by BSB based on the then-current guidelines, at which time the decision regarding whether to include, or continue to include, your Information on the Site will be in BSB’s sole and absolute discretion.
You are solely responsible for providing to BSB, via uploading or other method specified by BSB, the name and Information that you wish to appear on the Site, including without limitation your logo, art, marketing materials, and description of your business. You hereby grant us and all other persons or entities involved in the operation of the Site, and any of our affiliates or business partners, the right to transmit, monitor, retrieve, store, and use your name and Information in connection with operation of the Site, provision of the Services, commercial advertising and marketing, and all other commercial and analytic uses. We cannot and do not assume any responsibility or liability for any Information you submit to the Site, or for the use or misuse of any name or Information by you or any third party, and expressly disclaim any warranties related thereto.
We acknowledge that your Information may contain material that is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. During such period as your name and Information is listed on the Site, you hereby grant to BSB and BSB hereby accepts a non-exclusive license to use such material in connection with the functions of the Site. You are solely responsible for causing to appear on all such material any copyright or trademark notice that you deem necessary or proper.
If you register an account with us, you agree to provide true, accurate, current, and complete Information about yourself or your business. We retain the right to suspend or terminate your account without refund of your Fee, and refuse any and all current or future use of the Services and Content (or any portion thereof) if you provide any untrue, inaccurate, outdated, or incomplete information, or if we reasonably suspect that you have provided untrue, inaccurate, outdated, or incomplete information.
We reserve the right to fully cooperate with any law enforcement or duly authorized regulatory authorities or court order requesting or directing us to disclose Content or your Information, the identity of anyone posting Content or Information, or publishing or otherwise making available any materials that are believed to violate this Agreement or other law. BY ACCEPTING THESE TERMS OF SERVICE YOU WAIVE, RELEASE AND HOLD US HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION WE TAKE DURING OR AS A RESULT OF OUR INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US OR LAW ENFORCEMENT OR DULY AUTHORIZED REGULATORY AUTHORITIES.
8.Account, Password, and Security
You are responsible for taking all reasonable steps to ensure that no unauthorized person obtains access to your passwords or accounts. You are responsible for all activities that occur under your password or account. It is your sole responsibility to: (1) control the dissemination and use of activation codes and passwords; (2) authorize, monitor, and control access to and use of your account and password; (3) promptly inform us of any need to deactivate a password; and (4) access your account over a secure Internet connection. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section. Nor are we liable for any loss or damage arising from Information compromised as a result of your lost, stolen, or damaged hardware or software.
10.Restrictions on Use
You agree not to:
permit or facilitate access to the Site, Services, or Content or use of the Services or Content by automated electronic processes, “robots,” “spiders,” “scrapers,” “webcrawlers,” or other computer programs that monitor, copy, or download data or other content found on or accessed through the Services, including, without limitation, real-time information feeds or other video, audio, or data content, whether current or archival;
upload, post, e-mail, transmit, or otherwise make available any topic, name, material, or information that is unlawful, harmful, infringing, threatening, abusive, harassing, tortious, profane, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
interfere with, disrupt, unreasonably drain the resources of (through virus infections, denial of service attacks, any form of excessive use, or any other drain), translate, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for, or adapt in any way the Services or Content servers or networks connected to the Services or Content, or disobey any requirements, procedures, policies or regulations of networks connected to the Services or Content; or
collect or store personal data about other users.
You agree to indemnify and hold us, and our subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Site, the Services, or the Content, your connection to the Services or Site, your violation of the Agreement, or your violation of any rights of another. Your obligations under this Section shall survive the termination, cancellation, or expiration of this Agreement for any reason whatsoever.
12.Modification and Termination of Services and Content
We reserve the right to modify or terminate the Services and the Content (or any part thereof), temporarily or permanently, at any time and from time to time, and with or without notice to you. We retain the right to monitor use of this Site to determine compliance with the Agreement, as well as the right to remove or refuse any Information or Content for any reason in accordance with applicable law. Notwithstanding these rights, you remain solely responsible for your use of the Site. You agree to comply with all laws, rules and regulations applicable to your operations and business activities. You agree that we shall have the right, in our sole and absolute discretion, to terminate or suspend your access to or use of the Site (or any part thereof) temporarily or permanently, at any time and from time to time, and with or without notice, for any reason whatsoever including, without limitation, quality assurance or if we believe that you have violated or acted inconsistently with the letter or spirit of any provision of the Agreement. You understand and agree that such denial of access shall not relieve you of any obligations that you may have to BSB. You also agree that we will not be liable to you or to any third party for any modification, termination, or suspension of access to the Site, Services, or Content.
The Services and Site may contain links to other third-party web sites, resources, or tools. We have no control over such sites and resources, and you acknowledge and agree that we bear no responsibility for the availability of such external sites or resources, does not endorse, and bear no responsibility or liability for any content, advertising, products, or other materials on or available from such sites or resources, and we also bear no responsibility or liability, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such third-party web site or resource.
14.Ownership and Proprietary Rights
You acknowledge and agree that we own the Services and Content and any software incorporated into the Services and Content and that the Services and the Content are protected under applicable intellectual property and other laws. You also acknowledge and agree that materials and works contained in the Services and the Content are protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws.
15.Disclaimer of WarrantiesYOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SERVICES, CONTENT, AND SITE IS AT YOUR SOLE RISK. THE SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE MAKE NO CLAIM THAT THE SERVICES OR CONTENT WILL BE SUITABLE TO YOUR NEEDS, UNINTERRUPTED, TIMELY, OR SECURE. THE SERVICES AND CONTENT MAY CONTAIN INACCURACIES, TYPOGRAPHICAL ERRORS, OR MAY BE OTHERWISE UNRELIABLE. WE MAKE NO WARRANTY THAT THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. WE MAKE NO CLAIM THAT IT WILL CORRECT ERRORS IN ANY SOFTWARE.
ANY MATERIAL UPLOADED, DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE UPLOADING OR DOWNLOADING OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SITE OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT
16.Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL WE OR OUR SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, CO-BRANDERS, OR OTHER PARTNERS, MEMBERS, EMPLOYEES, AND/OR OUR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE AND/OR OUR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE AVAILABILITY OR PERFORMANCE OF THE SERVICES OR CONTENT; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR INFORMATION; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES OR CONTENT, INCLUDING ANY STATEMENTS OR CONDUCT THAT MAY BE THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE, ILLEGAL, OR INFRINGING; OR (iv) ANY OTHER MATTER RELATING TO THE SERVICES. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, YOU AGREE THAT OUR TOTAL, AGGREGRATE, AND COMPLETE LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT IN NO EVENT SHALL EXCEED THE LESSER OF THE AMOUNT THAT YOU PAID TO BSB OR THE AMOUNT OF THE FEE PAID FOR THE LAST YEAR DURING WHICH YOUR NAME AND INFORMATION WAS LISTED ON THE SITE. ALL OF THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES OR LIABILITIES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
We may provide notices to you via either e-mail or regular mail, using the information provided by you upon application, and we may provide notices of changes to the Agreement or other matters by displaying notices or links to notices on the Site. All notices shall be deemed to be received by you upon transmission or posting by BSB.
A. Arbitration. Any controversy or claim arising out of or relating to this Agreement, the Services, and/or the Content, or the negotiation, formation, performance, or breach thereof, shall be determined by arbitration administered by the American Arbitration Association under its rules. All arbitration matters and related proceedings shall be conducted in strict confidence and conducted exclusively in Hillsborough County, Florida. The arbitration shall be conducted by a single arbitrator selected by the parties. The written decision of the arbitrator shall be final, binding, and convertible into a court judgment in any appropriate court having jurisdiction. The arbitration proceedings and decision shall be confidential. Nothing in this Section shall prevent either party from seeking an injunction or other immediate relief in any court, wherever located, to enforce any covenants of confidentiality, non-use, non-disclosure set forth herein.
B.Court Proceedings. All disputes arising out of or relating to this Agreement, except those subject to arbitration as set forth in subsection A above, are subject to the exclusive jurisdiction of the courts of the State of Florida in Hillsborough County, Florida, and you expressly consent to the exercise of personal jurisdiction in the courts of Florida in connection with any such dispute including any claim involving us or our affiliates, subsidiaries, partners, employees, contractors, officers, and directors.
C. Legal Fees. If any legal proceeding is instituted in connection to or relating to the Site, this Agreement, the Services, and/or the Content, the prevailing party shall be entitled to recover from the other party its costs, including reasonable attorneys’ fees and costs, at both trial and appellate levels.
This Agreement is governed by the laws of the State of Florida, without reference to conflict of laws principles. This Agreement is a contract for services and not a sale of goods. The parties agree that this Agreement, the Services, and the Content shall not be subject to or governed by the Uniform Commercial Code.
The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning. If any court of competent jurisdiction finds any provision of this Agreement or any portion thereof to be invalid or unenforceable, that provision shall be enforced to the maximum extent possible in furtherance of the intent of this Agreement, and the remaining provisions of this Agreement shall continue in full force an effect. If any term or provision of this Agreement conflicts with the terms or provisions of any other agreement between you and BSB, the terms of such other agreement shall control with respect to the products or services to which they apply.
You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. This Agreement is the entire agreement and a complete and exclusive statement of the agreement between the parties, which supersedes all prior or concurrent negotiations, proposals and understandings, whether oral or written, and all other communications between the parties relating to the subject matter of this Agreement. No provision hereof shall be deemed waived, amended, or modified except in a written addendum signed by an authorized representative of each party. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors.
Please report any violations of the Agreement to: firstname.lastname@example.org.
Last Modified: October 16, 2014
Copyright ©2014 by Black Sheep Bride, LLC. All rights reserved.