WEDDING VENUE MAP USER AGREEMENT
THIS USER AGREEMENT (this “Agreement”) is effective as of the date of your enrollment (the “Effective Date”) in the Wedding Venue Map platform (the “Platform”) and is made by and between Wedding Venue Map, LLC, a Florida limited liability company (“Company”), and you, the user enrolling in the Platform (“User”).
1. Nature of Services. Company agrees to provide User with the services listed on User’s checkout page (collectively, the “Services”).
a. Additional Services. User may add additional services at any time by contacting their WeddingVenueMap.com account manager. User’s account manager will advise User of the cost, duration, and any other terms and conditions for the additional service(s). If User agrees to the terms for the additional service(s), User will indicate agreement via email. In such event, the additional services will be part of the Services and governed by the terms of this Agreement, except for any terms that may not be applicable to a particular service (such as the Term and the Fee).
2. Term. The term of this Agreement shall commence on the Effective Date and end on the day prior to the one (1) year anniversary of the Effective Date, unless automatically extended as set forth herein (the “Term”). User understands and agrees that they are enrolling in the Platform for a minimum of a one (1) year term. THE TERM SHALL AUTOMATICALLY RENEW FOR SUBSEQUENT ONE (1) YEAR PERIODS UNLESS EITHER PARTY PROVIDES NOTICE OF NON-RENEWAL TO THE OTHER PARTY AT LEAST FOURTEEN (14) DAYS BEFORE THE END OF THE THEN-CURRENT TERM. By enrolling, User affirms and acknowledges that the enrollment includes an automatic renewal feature and that User’s payment method will be charged until User cancels in accordance with this Agreement. Company shall provide written or electronic notification to User of the automatic renewal no less than thirty (30) days but no more than sixty (60) days before the cancellation deadline.
a. Upon the expiration or earlier termination of this Agreement (in accordance with the terms hereof), Company may keep all User Content (defined below) posted on the Platform by User as well as basic directory information of User associated with such User Content, including, without limitation, business name, address, and telephone numbers.
3. Compensation. In consideration for the Services, User agrees to pay Company the amount set forth on User’s checkout page either in full upon enrollment in the Platform or on a monthly basis during the Term (the “Fee”). If Client elects to pay the Fee monthly, User’s payment method will be automatically charged on the monthly anniversary of the Effective Date. ALL AMOUNTS PAID HEREUNDER (INCLUDING THE FEE) ARE NON-REFUNDABLE ONCE PAID, EXCEPT AS OTHERWISE SET FORTH HEREIN. USER ACKNOWLEDGES AND AGREES THAT ANY REQUEST FOR EARLY REMOVAL OF USER’S LISTING DOES NOT RELIEVE USER FROM THE OBLIGATION TO PAY THE FULL FEE FOR THE TERM. All payments must be made via credit card, where additional terms and conditions may apply, unless Company agrees to a different payment method.
a. Incorrect Billing. If User believes Company has billed their account incorrectly, then an authorized representative of User must contact Company support at [email protected] no later than thirty (30) days after such charge has occurred.
b. Late Fee. Any amounts not paid in full by their due date will be charged a late fee equal to the greater of (i) 1.5% of the overdue amount per month, and (ii) the maximum amount allowed by law. User authorizes Company to automatically charge any payment method on file for all amounts due under this Agreement, including overdue amounts, late fees, and any reinstatement or collection costs. User agrees to maintain at least one valid payment method on file at all times.
c. Chargebacks. User agrees not to initiate any chargeback, payment dispute, stop payment order, or reversal for fees paid under this Agreement. If User initiates any of the foregoing, User shall reimburse Company for all costs associated with challenging same, including, without limitation, bank fees and legal expenses.
4. No Guarantee. User accepts and understands that each user of the Platform and the Services receives results which differ from customer to customer and that Company expressly disclaims all responsibility in any way for User’s choices, actions, results, use, misuse, or non-use of the information provided or obtained through any of the Services. User agrees that its results are strictly its own, and Company is not responsible in any way for User’s results. In furtherance of the foregoing, Company has not and does not make any representations to User as to future income, expenses, sales volume, or potential profitability or loss of any kind that may be derived as a result from the Services. Company does not make any guarantees in terms of particular results, positive, negative, financial or otherwise through use of the Services. In addition, Company does not make any representations as to, nor will the Company be responsible for, the performance, non-performance, or quality of goods or services of any Platform members that User may work with. User acknowledges and agrees that Company does not guarantee any minimum number of impressions, clicks, inquiries, leads, bookings, or revenue. Results will vary, and any marketing or performance statements by Company are estimates only. Company makes no representations or warranties regarding search engine rankings, traffic levels, or SEO performance.
5. Changes to Account. Promptly after enrolling in the Platform, User will provide Company with a list of authorized users for User’s account. Only individuals who are authorized users of User’s account may request changes (including, without limitation, name changes or transfers of the account to a different entity) to User’s account or additional products and services.
6. User Content. User represents and warrants to Company that User owns, or has permission to use, all written copy, images, photos, videos, graphics, and any other content that User uploads to the Platform (collectively, “User Content”). User (or the applicable third party) shall retain ownership of the User Content, but User hereby grants Company a perpetual, worldwide, royalty-free, sublicensable license to use, reproduce, edit, adapt, publish, display, distribute, and otherwise exploit the User Content (and derivative works thereof) in any media now known or later developed, including in connection with (i) Company’s performance of the Services, (ii) display on the Platform, and (iii) marketing, advertising, and promotional purposes across all channels. User represents and warrants to Company that User has full rights and permissions to grant this license. User is solely responsible for ensuring that all User Content complies with applicable laws, including FTC advertising and endorsement guidelines, intellectual property, and consumer protection. Company does not verify, monitor, or guarantee the accuracy, legality, or compliance of any User Content, including trademarks, logos, or brand assets, and assumes no responsibility for any claims, losses, or damages arising from such content.
a. Indemnification for User Content. To the fullest extent permitted by law, User agrees to indemnify Company, and Company’s owners, officers, partners, directors, members, employees, contractors, and agents, from and against any and all costs, losses, damages, liabilities, expenses, demands, and judgments, including court costs and reasonable attorney’s fees, arising out of or related to: (i) an actual or alleged infringement, violation, or misappropriation of any intellectual property rights or proprietary rights related to User Content; (ii) User’s failure to obtain necessary permissions for any User Content; or (iii) the inaccuracy, illegality, or incompleteness of any User Content.
b. Submission of User Content. User is responsible for submitting any User Content required for Company to create User’s listing on the Platform or other products included in the Services (e.g., ads). Any delay by User in providing the User Content needed for the launch of User’s listing or creation of other products will not extend the Term. If User does not provide such materials within thirty (30) days after a request from Company, Company may use content from User’s listing and/or business website and/or social media to create such listing or product.
c. Company-Provided Content. Company may assist User by uploading, formatting, or otherwise posting User Content on User’s behalf as part of the Services. User remains solely responsible for the accuracy, legality, and completeness of all such content, regardless of whether uploaded by User or by Company on User’s behalf. Company shall not be liable for any errors, omissions, or inaccuracies in User Content, even if Company formats, edits, or uploads such content as part of the Services.
d. No Follow Links. Links provided within User’s listing or ads will be designated as “nofollow” in accordance with search engine compliance guidelines.
e. Prohibited Activities. User shall not include code, scripts, tracking pixels, or any technology that collects data from the Platform, nor link to competitor directories from its listing or ads.
f. Final Approval. Company may refuse display of or take down at any time User’s listing or ad if, in Company’s sole discretion, the content of the listing or ad is deemed to be in violation of this Agreement or of any current legislation or is disparaging, inappropriate and/or competitive to Company. Company reserves the right to edit, modify, or update User Content for clarity, brand alignment, SEO compliance, formatting, and legal compliance, in its sole discretion. In addition to the foregoing, Company reserves the right, at any time, to edit, adjust, or update User’s listing or related content for purposes of clarity, best representation, brand consistency, compliance with law, and technical optimization. These edits may occur without prior notice and without liability to User.
g. Data Usage. Company may collect and use data from User’s use of the Platform for purposes of analytics, performance improvement, and marketing, provided that such data is aggregated and does not identify User personally. Company may aggregate and analyze User data (e.g., impressions, clicks, etc.) and use it in anonymized, combined reporting for internal performance improvements and external marketing. User data will not be shared individually without consent.
7. User Conduct. If Company learns that User, or an employee, member, director, officer, shareholder, partner, representative, contractor, or agent of User, made (whether in private or in public) any statements that are homophobic, transphobic, racist, sexist, xenophobic, ableist, or similarly offensive or inappropriate, then Company may immediately terminate this Agreement and collect the Fee in full. The parties acknowledge and agree that Company’s damages in the event of such a situation would be difficult or impossible to measure and that the aforesaid liquidated damages are a reasonable estimate of Company damages and are not intended as a forfeiture or penalty.
8. Reviews and Ratings. The Platform may allow third parties to post reviews of their experiences with Platform members and users, including User. Company does not verify or endorse reviews and is not responsible for the content, accuracy, or legality of any reviews, even if defamatory, false, or otherwise unlawful. User acknowledges that reviews may be publicly visible and grants Company a license to display such reviews in connection with the Platform. Company reserves the right, but not the obligation, to remove or edit reviews at its sole discretion if deemed fraudulent, offensive, spam, or otherwise inappropriate. Users may not solicit or incentivize reviews in exchange for compensation. Company reserves the right to remove reviews or associated photos that appear manipulated, irrelevant, profane, infringing, or misleading. User agrees to indemnify and hold harmless Company from any claims, damages, or liabilities arising from reviews posted on the Platform, including claims of defamation, misrepresentation, or violation of rights, even if such reviews are inaccurate or unlawful.
9. User in Good Standing. User agrees that throughout the Term, User will act professionally and in accordance with industry standards and will maintain insurance for its business and any licenses required for operation in compliance with law. In addition, any information User provided Company during the onboarding process must be promptly updated if changed and must remain true and accurate at all times during the Term. User must maintain documentation substantiating any statements or claims made about User’s business, products, or services.
10. Intellectual Property. The Platform, Company’s Confidential Information, and any other work created by Company in connection with this Agreement or in performance of the Services (the “Materials”) are the exclusive and sole property of Company. The Materials may not be duplicated, reproduced, or shared by User in any way with any other third party without express written permission from Company. In addition, User agrees that any suggestions or feedback that they provide Company about the Platform that may be incorporated into the Platform shall become the intellectual property of Company, without compensation to User. User hereby relinquishes any claim they may have in ideas that User provides to Company that are incorporated into the Platform. User agrees to take any action in the future that may be needed to effectuate the foregoing. User shall not copy, download, or reuse any part of the Platform, including design, code, or content created by other Platform members and users or by Company, for any purpose other than as expressly authorized herein.
11. Harassment. At no time and under no circumstances whatsoever shall either party tolerate abusive, violent, destructive, menacing, or harassing behavior from the other party or any person affiliated with the other party.
12. Modification of Platform. Company reserves the right to modify or redesign the Platform at any time during the Term.
13. Non-Competition. User may not use Confidential Information or any information learned from using the Platform to create a product that competes with the Platform.
14. Default.
a. User Monetary Default. In the event User fails to make a payment when due, Company shall have the right to suspend User’s account, remove User’s listing on the Platform, and cease performance of the Services until User pays the overdue amount. If User wants to reinstate their account after suspension, User must pay the overdue amounts in full. If User fails to reinstate their account, Company may terminate this Agreement. In the event of termination of this Agreement, Company shall be entitled to retain all monies paid hereunder and collect any unpaid portion of the Fee as liquidated damages. The parties acknowledge and agree that, as of the date of contract formation, Company’s damages in the event of User’s breach of this Agreement would be difficult or impossible to ascertain or measure and that the aforesaid liquidated damages are a reasonable and good faith estimate of Company’s damages and are not intended as a forfeiture or penalty.
b. User Non-Monetary Default. In the event User breaches the Harassment provision or is in breach of a non-monetary provision of this Agreement after receipt of notice thereof and five (5) days to cure, Company shall have the right to cease performance of the Services and terminate this Agreement. In the event of termination of this Agreement, Company shall be entitled to retain all monies paid hereunder and collect any unpaid portion of the Fee as liquidated damages. The parties acknowledge and agree that, as of the date of contract formation, Company’s damages in the event of User’s breach of this Agreement would be difficult or impossible to ascertain or measure and that the aforesaid liquidated damages are a reasonable and good faith estimate of Company’s damages and are not intended as a forfeiture or penalty.
c. Company Default. In the event Company breaches the Harassment provision or is in breach of a provision of this Agreement after receipt of notice thereof and thirty (30) days to cure, User shall have the right to terminate this Agreement. In such event, User shall be entitled to a refund of any portion of the Fee paid towards Services that have not yet been performed.
15. Force Majeure.
a. Each of the following shall be defined as a “Force Majeure Event”: (a) acts of God; (b) casualty or natural disasters (including, without limitation, fire, earthquake, explosions, hurricane, flooding, storms, blizzards, infestations, epidemic, or pandemic); (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots, insurrection, or other civil unrest; (d) government order, law, or act (or failure to act); (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, lockouts, labor disputes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; (i) outages, temporary interruptions, technical glitches, coding errors, cyberattacks, or other software or platform malfunctions that impact the Platform; or (j) any other reason not within the reasonable control of the party delayed in performing (whether similar or dissimilar to the foregoing events).
b. If either party shall be prevented from performing under this Agreement by reason of a Force Majeure Event, then such non-performing party shall not be in default under or in breach of this Agreement as a result. The provisions of this Section shall not operate to excuse User from timely payment to Company.
16. Service Disclaimer. Company does not warrant that the Platform or Services will be uninterrupted, error-free, or free from technical issues, and temporary outages, scheduled maintenance, or minor technical glitches shall not constitute a breach of this Agreement. Company will use commercially reasonable efforts to resolve any such issues promptly. Company may schedule planned maintenance or updates to the Platform. Such activities will not constitute a breach of this Agreement.
17. Indemnification; Limit of Liability.
a. To the fullest extent permitted by law, User shall and hereby does indemnify, defend, and hold harmless Company and its employees, members, directors, officers, shareholders, partners, contractors, and agents from and against any and all claims, demands, actions, suits, obligations, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to the Services or this Agreement.
b. No personal liability shall accrue hereunder against any individual, member, partner, officer, director, representative, employee, contractor, trustee, fiduciary, or principal (disclosed or undisclosed) of Company.
c. The maximum liability of Company hereunder shall not exceed the total amount paid by User to Company hereunder.
d. Notwithstanding any other provision herein, except for (i) liquidated damages, (ii) User’s indemnification obligations, or (iii) damages arising from breach of a party’s confidentiality obligations, it is expressly understood and agreed that neither Company nor User shall have any liability for consequential, special, indirect, incidental, punitive, or treble damages with respect to any of the agreements or covenants of this Agreement.
e. User acknowledges and agrees that these limitations reflect a fair allocation of risk between the parties and that Company would not enter into this Agreement or provide the Services without these limitations on its liability.
18. Disputes among Members. User is solely responsible for its interactions with other Platform members and users, and Company is not party to any such disputes. Company reserves the right but has no obligation to monitor disputes between User and other members and/or users of the Platform. User agrees to release Company, and its members, officers, directors, agents, affiliates, contractors, and employees from all claims, demands, and damages 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 User, on the one hand, and any other Platform members and/or users, on the other hand. Company reserves the right to suspend User’s account if User is engaged in a dispute with another Platform member or user and acting in an unprofessional manner or otherwise outside the standards set forth in this Agreement.
19. Non-Disclosure and Confidentiality.
a. Definition. User and Company agree that “Confidential Information” means any information disclosed by one of the parties hereunder (the “Disclosing Party”) to the other party (the “Receiving Party”), either directly or indirectly, in writing or orally, including, without limitation, (i) trade secrets and business plans, content, finances, methods, documents, and practices; (ii) information on personnel, subscribers, users, and suppliers; (iii) ideas, processes, methods, products, marketing plans, analytics, trademark applications, and other proprietary rights; (iv) source code, drawings, sketches, samples, technical information, or other related information; (v) the terms of this Agreement; and (vi) any other information which (A) if conveyed in written or other tangible form, is designated as “confidential,” “proprietary” or the like, (B) if disclosed in other than tangible form, is orally designated as confidential or proprietary by the Disclosing Party at the time of delivery and such designation is confirmed in writing within fifteen (15) days of the initial disclosure, or (C) is or should be reasonably understood by the Receiving Party to be confidential or proprietary to the Disclosing Party.
b. Use and Disclosure of Confidential Information. The Receiving Party shall use the Confidential Information only in connection with the performance of the Services and such Confidential Information shall not be used for any other purpose, without the prior written consent of the Disclosing Party. The Receiving Party shall hold in confidence, and shall not disclose to any person, any Confidential Information, and the Receiving Party shall not exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of the Disclosing Party. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Receiving Party from disclosing Confidential Information to the extent required in order for the Receiving Party to comply with applicable laws and regulations, provided that the Receiving Party provides prior written notice of such required disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid or minimize the extent of such disclosure.
c. Care of Information. The Receiving Party shall use professionalism, good judgment, and care when handling Confidential Information. The Receiving Party shall protect the Confidential Information from disclosure to a third party using the same care and diligence that the Receiving Party uses to protect its own proprietary and confidential information, but in no case less than reasonable care. This standard of care shall include, without limitation, being mindful that (i) others cannot overhear a discussion that includes Confidential Information, (ii) documents containing Confidential Information are not left in public view, and (iii) Confidential Information is not left on a computer screen in public view. The Receiving Party shall promptly notify the Disclosing Party of any disclosure of Confidential Information in violation of this Agreement.
d. Term. The Receiving Party’s obligation to protect the Confidential Information shall remain in effect indefinitely or until one of the exclusions set forth below in subsection (g) shall operate to terminate the Receiving Party’s obligations.
e. Ownership of Confidential Information. All Confidential Information shall be and remain the property of the Disclosing Party, and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information to the Receiving Party. The Receiving Party shall honor any request from the Disclosing Party to promptly return or destroy all copies of Confidential Information and all notes related to such Confidential Information.
f. Damage. User and Company agree that the Disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual damages from any court of competent jurisdiction.
g. Exclusions. Notwithstanding the above, this Agreement imposes no obligation upon the Receiving Party with respect to information that: (i) was rightfully in the Receiving Party’s possession without a duty of confidentiality before receipt from the Disclosing Party; (ii) is disclosed to the Receiving Party by a third party without such third party having an obligation of confidentiality to the Disclosing Party; (iii) is disclosed by the Disclosing Party to a third party without a duty of confidentiality on the third party; (iv) is or becomes publicly known through no wrongful act of the Receiving Party; (v) is independently developed by the Receiving Party without reference to any Confidential Information; (vi) is approved for release (and only to the extent so approved) by the Disclosing Party; or (vii) is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.
20. Miscellaneous Provisions.
a. Notice. All notices, requests, claims, demands and other communications between the parties shall be in writing and given via email. Such notices shall be effective upon receipt. As of the Effective Date, Company’s email address for notices is [email protected], and User’s email address for notices is the email address used to enroll in the Platform.
b. Platform Agreements. The terms of the Terms of Service and Privacy Policy of WeddingVenueMap.com are hereby incorporated by reference and will govern User’s use of the Platform. In the event of a conflict between the terms of this Agreement and the Terms of Service and Privacy Policy of WeddingVenueMap.com, the terms of this Agreement shall prevail.
c. Entire Agreement; Amendment. This Agreement, together with the Terms of Service and Privacy Policy of WeddingVenueMap.com, contains the entire agreement of the parties, and this Agreement supersedes any prior written or oral agreements between the parties. This Agreement may be modified or amended only in a writing signed by all parties.
d. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable, and that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
e. Waiver. The failure of either party to require strict compliance with the performance of any obligations or conditions of this Agreement shall not be deemed a waiver of that party’s right to require strict compliance in the future, or construed as consent to any breach of the terms of this Agreement.
f. Arbitration. To the fullest extent permitted by law, all claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration to take place in Orange County, Florida. It is the express intention of the parties to arbitrate all claims and disputes arising under or relating to this Agreement, rather than pursue legal action in court. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in the wedding and event industry and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual arbitrator who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
g. Applicable Law. This Agreement, and all matters arising out of or related to (directly or indirectly) this Agreement (including tort claims), shall be governed by the laws of the State of Florida, without giving effect to its principles of conflicts of law, and any litigation arising therefrom (for disputes that cannot be handled by arbitration) must be handled exclusively in the federal or state courts located in Orange County.
h. Assignment. Neither party shall assign, directly or indirectly, all or part of their rights or obligations under this Agreement without the prior written consent of the other party. Any assignment without such consent is ineffective, null, and void.
i. Attorney’s Fees. If any litigation is brought by either party against the other either to enforce the rights of any party hereto or to clarify rights and obligations hereunder, the prevailing party shall be entitled to recover from the other party thereto the reasonable costs and expenses, including reasonable attorneys’ fees and costs, of such proceeding. In addition, if User fails to make any payments on time, User agrees to pay for Company’s reasonable collections and legal costs incurred while attempting to collect against User.
j. Construction. Neither party shall be considered to be the drafter of this Agreement or any of its provisions for the purpose of any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter of this Agreement.