Last updated October 28, 2016
Welcome to Wedding Spot, Inc. ("Wedding Spot"). Our website is designed to enable wedding venues and vendors to provide details regarding their wedding related services or offerings to the Wedding Spot users and registrants so that the users and registrants may search, price, and compare such information (the "Site").
Your access to the Wedding Spot Site will begin on the day that you accept the terms of this Vendor Participation Agreement by opting in during your account creation process. At such time, you will have access to Wedding Spot's Site where you shall be able to submit information regarding your services or offerings, including pricing, pictures, videos, displays and other relevant materials and information in accordance with the Wedding Spot processes and at all times subject to the Terms and Conditions below.
Use of and Participation with the Site requires completion of the following steps by you:
- Obtain a Vendor User ID/Login from Wedding Spot,
- Submit the appropriate information to successfully create your vendor profile, and
- Upon completion of steps 1-3, you may begin listing your vendor services and offerings on Wedding Spot's Site and for the purposes of Wedding Spot's users and registrants.
We look forward to having you as a Wedding Spot vendor and to a mutually beneficial long-term relationship.
- Fees. As Wedding Spot users request services and offerings provided by Vendor, Wedding Spot will send to Vendor an email which may contain user contact information, services requirements, and/or pricing information based on user preferences ("Lead"). Wedding Spot may also provide others services, including but no limited to, lead qualification and management, calendaring, promotional marketing, and contract management. Upon signing a paid contract, vendor shall pay to Wedding Spot on a subscription basis depending on the services provided by Wedding Spot. For more information, please contact email@example.com. Vendor shall pay the fees for leads and subscriptions owed to Wedding Spot 30 days from date of invoice. Invoices shall be sent out on a monthly basis and will require prompt payment of all invoices. All payments shall be paid by electronic funds transfer (wire/ACH) or by a mailed-in check in USD. Notwithstanding the foregoing or anything to the contrary, Vendor's obligation to pay any leads from the Site shall survive termination of this agreement. Any late payments shall be subject to a Site charge equal to 1.5% of the amount due (calculated on a monthly basis) or the maximum amount allowed by law, whichever is less.
- Taxes. Wedding Spot fees do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). Vendor is responsible for paying all Taxes, excluding only taxes based on Wedding Spot's income. If Wedding Spot has the legal obligation to pay or collect Taxes for which Vendor is responsible under this section, the appropriate amount shall be invoiced to and paid by Vendor unless Vendor provides Wedding Spot with a valid tax exemption certificate authorized by the appropriate taxing authority.
- Vendor Data. As between Wedding Spot and Vendor, all title and intellectual property rights in and to the Vendor Data is owned exclusively by Vendor. Vendor hereby grants Wedding Spot and its suppliers a worldwide, unlimited, royalty-free license to use and display the Vendor Data, including but not limited to photographs, written content, venue descriptions and pricing information on Vendor's website and/or provided to Wedding Spot in printed form for the benefit of Wedding Spot's end users. Vendor acknowledges and agrees that in connection with Site, Wedding Spot makes tape back-up copies of the Vendor Data in Vendor's account and stores and maintains such data for a period of time consistent with Wedding Spot standard business processes.
Vendor Content. We may, in our sole discretion, permit you to post, upload, publish, submit or transmit text, graphics, images, audio, video, information or other materials related to your venue (“Vendor Content”). Further, if we suggest any such materials related to your venue that you agree to include on wedding-spot.com (the “Site”), any services or materials available through the Site (“Services”), or through Wedding Spot promotional campaigns, such materials will be deemed posted by you, and be treated as Vendor Content. By making available or agreeing to include any Vendor Content on or through the Site, Services, or through Wedding Spot promotional campaigns, you hereby grant to Wedding Spot a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Vendor Content on, through, by means of, or to promote or market the Site and Services. Wedding Spot does not claim any ownership rights in any such Vendor Content and nothing will be deemed to restrict any rights that you may have to use and exploit any such Vendor Content.
You acknowledge and agree that you are solely responsible for all Vendor Content that you make available through or agree to include on the Site, Services or through Wedding Spot promotional campaigns. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Vendor Content or you have all rights, licenses, consents and releases that are necessary to grant to Wedding Spot the rights in such Vendor Content; and (ii) neither the Vendor Content nor your posting, uploading, publication, submission or transmittal of the Vendor Content or Wedding Spot's use of the Vendor Content (or any portion thereof) on, through or by means of the Site, the Services or Wedding Spot promotional campaigns will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- Wedding Spot Intellectual Property Rights. Vendor agrees that all rights, title and interest in and to all intellectual property rights in the Wedding Spot Site are owned exclusively by Wedding Spot or its licensors. Except as provided in this Agreement, the license granted to Vendor does not convey any rights in the Site, express or implied, or ownership in the Site or any intellectual property rights thereto. In addition, Wedding Spot shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Site any suggestions, enhancement requests, recommendations or other feedback provided by Vendor, including Representatives, relating to the operation of the Site.
- Indemnification. Vendor shall indemnify, defend, and hold Wedding Spot and its officers, directors, agents, and suppliers harmless from and against any and all Losses resulting from or based on a third party claim or allegation: (i) that the Vendor Data infringes, violates or misappropriates a party's patent, copyright, trademark, trade secret, right of publicity, right of privacy, or right of name or likeness, or is libelous, slanderous, or otherwise defamatory, or (ii) arising out of the Vendor's breach of these Vendor Terms. In such a case where a the Vendor indemnification obligation arises, Wedding Spot shall: (a) promptly provide the Vendor notice of the claim, suit, action, or proceeding; (b) give the Vendor sole control of the defense and related settlement negotiations; and (c) provide Vendor with all reasonably available information and assistance necessary to perform the Vendor's obligations under this paragraph. The Vendor shall not settle any claim without Wedding Spot's prior written approval if the settlement involves an admission of liability or wrongdoing on the part of Wedding Spot, imposes any obligation on Wedding Spot other than with respect to the use or non-use of the Site, or to the extent that the amount of the settlement on the claim exceeds the amounts for which Wedding Spot is indemnified by the Vendor under this Agreement.
- Email and Notices. Wedding Spot may provide any and all notices, statements, and other communications to Vendor through either e-mail, posting on the Site (or other electronic transmission) or by mail or express delivery Site. Wedding Spot recommends that the main and billing contact email addresses be group addresses (such as firstname.lastname@example.org) so that notices are reviewed promptly and not delayed due to the absence of one individual. In addition, Wedding Spot may rely and act on all information and instructions provided to Wedding Spot from Vendor specified e-mail addresses.
- Representatives: Passwords, Access and Notification. Vendor shall assign Representative logins for its designated Representatives who will be responsible for submitting information to Wedding Spot for purposes of the Site. Vendor will be responsible for the confidentiality and use of all Representative's passwords and Representative names and ensuring that such Representatives will have the proper authority to submit information on behalf of Vendor. Vendor will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Vendor Data, and all other data of any kind contained within emails or otherwise entered electronically through the Site or under Vendor's account. Wedding Spot will act as though any Electronic Communications it receives under Vendor's passwords, Representative name, and/or account number will have been sent by Vendor. Vendor agrees to immediately notify Wedding Spot if Vendor becomes aware of any loss or theft or unauthorized use of any of Vendor's passwords, Representative names, and/or account number.
- Accuracy of Vendor's Information. Vendor hereby represents and warrants that it shall at all times provide accurate, current and complete information regarding the information that it provides to Wedding Spot. Furthermore, Vendor represents and warrants that it either owns or has valid rights to use and license, sublicense and transfer any and all information and materials that it provides to Wedding Spot. Vendor shall review the material and information on the Site frequently and immediately inform Wedding Spot if at any time the information regarding Vendor on the Wedding Spot Site is incorrect or not complete.
- Confidentiality. "Confidential Information" shall mean confidential or proprietary information of a party or its affiliated, subsidiary or group companies, including, but not limited to, inventions, trade secrets, documentation, know how, technology, ideas, and all other business, customer, technical, and financial information of Wedding Spot or you, as applicable, which is designated by that party as confidential or is information that a reasonable person would understand, based on the facts and circumstances to be confidential. All Confidential Information provided by a party will be maintained in confidence by the other party, and neither party will, during the term of this Agreement pursuant to which such information was disclosed and or following the termination of the Agreement, divulge or use in any manner whatsoever, directly or indirectly, for any reason whatsoever, any of the Confidential Information of the other party without receiving the express prior written consent of the other party. Notwithstanding anything to the contrary herein or otherwise, Vendor hereby agrees and acknowledges that any and all information provided to Vendor by Wedding Spot regarding any of Wedding Spot's end users shall at all times be deemed Confidential Information and Vendor shall make best efforts to protect and safeguard such information at all times. Each party will take such actions as are reasonably necessary to ensure that its officers, employees, contractors and agents are bound by terms no less restrictive than those contained in this provision. Confidential Information does not include any information that (i) becomes lawfully available to the public; (ii) is received without restriction from another person or organization lawfully in possession of such information; (iii) was rightfully in the possession of a party without restriction prior to its disclosure; (iv) is independently developed by a party or its employees or agents without access to the other party's similar information. In the event a party is compelled by law, order of court or administrative body to disclose Confidential Information of the other party, such party shall be entitled to disclose such Confidential Information provided that such party provide prompt written notice to the other party whose Confidential Information is being disclosed to allow that other party to take an necessary action to safeguard its Confidential Information; and if required to do so, compelled party shall furnish only that portion of Confidential Information which is legally required to be disclosed. If any other third party seeks to compel disclosure of Confidential Information by a party, such party will provide written notice to the other party prior to any disclosure.
- Handling of Vendor Data Upon Termination. Vendor agrees that following termination of Vendor's account and/or use of the Site, Wedding Spot may immediately deactivate Vendor's account and that following a reasonable period of not less than 90 days shall be entitled to delete Vendor's account from Wedding Spot's Site. During this 90 day period and upon Vendor's request, Wedding Spot will grant Vendor limited access to the Site for several days for the sole purpose of permitting Vendor to retrieve Vendor Data, provided that Vendor has paid in full all good faith undisputed amounts owed to Wedding Spot.
- Survival. Notwithstanding any termination of this Agreement, Sections 1,4,6 through 14 shall survive termination.
- Governing Law. This Agreement shall be governed in accordance with the laws of the State of California and any controlling U.S. federal law. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement (or the Site) shall be subject to the exclusive jurisdiction of the state and federal courts located in California. In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretations, its performance, or the like, the prevailing party shall be awarded reasonable attorneys' fees and/or costs. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be eliminated or limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
- Payment Processing. Payment processing services for vendors on Wedding Spot are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a vendor on Wedding Spot, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Wedding Spot enabling payment processing services through Stripe, you agree to provide Wedding Spot accurate and complete information about you and your business, and you authorize Wedding Spot to share it and transaction information related to your use of the payment processing services provided by Stripe.