NUTSHELL MEDIA INC.
USER AGREEMENT
The following User Agreement (hereinafter described as the "Agreement") is a formal contract between a "Client", and the "Company". The proprietor of the Wedsight.com website (the "Site"), being Nutshell Media Inc., shall be defined as the "Company". Any person accessing or using the Site shall be defined as the "Client".
By using the Site or by choosing "I Agree" to the Agreement, the Client has signified their agreement and acceptance of the terms and conditions contained herein, and agrees to be bound by the same. This Agreement applies to licensors and advertisers as well as Clients.
The Client acknowledges the consideration provided by the Company in support of this Agreement, and acknowledges limitation of liability and provisions relating to prohibited conduct and the subsequent remedies set-out herein.
Privacy
The Privacy Policy posted on the Site is incorporated herein by reference as an integral part of this Agreement. All information provided, posted or referenced by the Client is subject to the Company's Privacy Policy.
Revisions to the Agreement
The Company reserves the right to change this Agreement at its sole discretion. Any necessary changes to this Agreement will be enacted by positing the revisions on the Site.
Should the Client continue to access the Site, or otherwise use the Site, following any posted changes to the Agreement, their continued use will constitute acceptance of the revised Agreement. Any Client not agreeing with the terms of the Agreement as set out herein, or agreeing with any changes or revisions thereto, must terminate their access to, or any other use of, the Site immediately.
THE CLIENT AGREES TO REVIEW THIS AGREEMENT AND ANY SUBSEQUENT REVISIONS TO THE SAME ON A REASONABLY REGULAR BASIS, DURING THE TIME IN WHICH THEY ACCESSES AND USE THE SITE, IN ORDER TO ENSURE THAT THE CLIENT REMAINS FAMILIAR AND IN COMPLIANCE WITH THE TERMS OF THIS AGREEMENT.
Ownership of Site and Copyrights
The Client agrees that the Site is the property of the Company. All content on the Site, except for the content provided by the Client, is the Copyright of Nutshell Media Inc., as of the year of first publication, beginning in 2006. All rights are reserved. Any copying, republication, derivation, or redistribution of such content, including by framing or any other means, is prohibited, without the prior written consent of the owner.
THE CLIENT AGREES THAT, EXCEPT AS MAY BE EXPLICITLY PERMITTED THROUGH THIS SITE, THEY MAY NOT SAVE, DOWNLOAD, CUT AND PASTE, SELL, LICENSE, RENT, LEASE, MODIFY, DISTRIBUTE, COPY, REPRODUCE, TRANSMIT, PUBLICLY DISPLAY, PUBLICLY PERFORM, PUBLISH, ADAPT, EDIT, OR CREATE DERIVATIVE WORKS FROM MATERIALS, CODE OR CONTENT ON OR FROM THE SITE. SYSTEMATIC RETRIEVAL OF DATA OR OTHER CONTENT FROM THIS SITE TO CREATE OR COMPILE, DIRECTLY OR INDIRECTLY, A COLLECTION, COMPILATION, DATABASE OR DIRECTORY WITHOUT WRITTEN PERMISSION FROM THE COMPANY IS PROHIBITED.
Registration and Access to the Site
The Site includes a number of wedding-related services ("Services"). The Services include, but are not limited to, personalization of the Client's website and web hosting, in addition to supplementary tools such as weather services, maps and directions, media sharing, electronic data collection forms, contact management tools and wedding event planning tools. The Services shall be made available to the Client after registration, and following the assignment of a Username and Password.
The Client agrees that if they are issued a Username and Password by the Company, they shall use best efforts to prevent access to the Site using their Username and Password. Best efforts include, but are not limited to, keeping the Username and Password strictly confidential, and in a form not easily guessed by a third party, notifying the Company immediately if the Client discovers loss of the information, and restricting access to third party's not under the control and supervision of the Client.
The Client agrees to provide accurate and current information when completing their registration on the Site, and further agrees to update any of the provided information as completely and expeditiously as is reasonably necessary. The Client agrees not to deceive or intentionally complicate any of the information provided during the initial registration, including any revisions and/or updates thereto.
Client Responsibility
The Client is solely responsible for all results of acts or omissions that occur through the Client's actions, and for maintaining the confidentiality of any password or account information in the Client's control.
THE CLIENT AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY, ITS OWNER(S), AGENTS, OFFICERS, EMPLOYEES, AFFILIATED COMPANIES, AND CONSULTANTS FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES) ARISING FROM THE USE OF THE SITE BY THE CLIENT, VIOLATION OF THIS AGREEMENT BY THE CLIENT, OR THE INFRINGEMENT BY THE CLIENT OF ANY RIGHT OF ANOTHER.
The Client agrees to immediately notify the Company of any unauthorized use of their Username or Password, or any other breach of security known to them, or which should reasonably be known to them.
Rights to Terminate Use
The Client agrees that the Company reserves the right, without prejudice to its other rights, to terminate and/or suspend any Account belonging to the Client and relating to use of the Site at any time where the Company has determined, in its sole discretion, that the use of the Site by the Client is, or was, in breach of this Agreement.
In its sole discretion, and in addition to any other rights or remedies available to the Company, and without liability whatsoever, the Company at any time and without notice may terminate or restrict access by the Client to the Site or remove content from the Site of the Client, as the Company may in its sole discretion deem reasonably necessary or advisable.
Termination and Expiration
Following the term for which payment has been made (typically a maximum term of 18 months), the Client's access to the Site will be terminated without further notice.
As set out above, and notwithstanding the foregoing, the Company may terminate access by the Client to the Site in its sole discretion at any time.
Such termination or expiration, of or for the Client, shall not affect any of the Company's existing rights to relief, at law or in equity. Upon termination or expiration, all of the Client's rights shall terminate and any rights relating to content of the Site shall belong to the Company.
Use of Site
THE CLIENT AGREES THAT THEY SHALL USE THE SITE SOLELY FOR THE PURPOSES INTENDED, BEING THE USE AND ACCESS OF THE SITE FOR PERSONAL USE, AND USE OF CONTENT OR MATERIALS FOR ANY PURPOSE NOT EXPRESSLY PERMITTED IN THIS AGREEMENT IS PROHIBITED.
During their use of, or access to, the Site, the Client shall not:
a) copy or reproduce the Site itself or any portion thereof;
b) copy or reproduce any content or material contained on, or about, the Site, which was not originally provided by the Client;
c) make false or fraudulent representations;
d) post, perform or otherwise distribute any unauthorized material owned by a third party, including information in any form, music, software, photographs or images, video, facsimiles, or any other material which is either a trade secret of a third party or is protected by any intellectual property, privacy, publicity, or other right, without first obtaining permission of the right holder;
e) allow any third party to post, perform or otherwise distribute any unauthorized material owned by another, including information in any form, music, software, photographs or images, video, facsimiles, or any other material which is either a trade secret of a third party or is protected by any intellectual property, privacy, publicity, or other right, without first obtaining permission of the right holder;
f) use any devices or methodology to monitor or copy any web pages or content found on the Site, without the prior written consent of the Company;
g) post or otherwise distribute any defamatory, obscene or unlawful material or information, including but not limited to any information encouraging conduct that would constitute a criminal offense or give rise to civil liability, any information or software which contains a virus, worm or other harmful or damaging component, or any photographs containing obscene images (as determined by and in the sole discretion of the Company) or unauthorized images of another or in which another owns rights, any unauthorized music or musical composition or performance;
h) permit any posting on the Site or Wedsight.com which the Company considers solicitation;
i) defame, harass, threaten or otherwise violate the legal rights of another; or
j) exploit the Site for any commercial purposes or otherwise use the Site in a manner which is contrary to the law of any country or locality.
Misuse of the Site
There shall be no infringement, licences, cloning, copying, or misuse permitted with regard to the Site itself, of any portion thereof.
Content from the Site, including but not limited to, any profile or member information, including contact information of any Client, may not be taken from the Site and used for any purpose. Member information may not be used by outside vendors or third parties for purposes of solicitation. Unsolicited emails to Clients may constitute misrepresentation, misappropriation of the Company's business name and reputation, unfair competition, and may violate laws that prohibit unsolicited emails.
The Client agrees that the content available through the Site, and the software associated with or implementing the Site, and all aspects thereof are protected by intellectual property rights including, but not limited to, copyright, trademark, and/or patent. The Client agrees not to take any action that would compromise the integrity of the Site, or copy its content, style, look, format, structure or software. The Client further agrees not to copy, decompile, disassemble, or reverse engineer any pages, screens, programs, software, or designs used in or in connection with the Site.
Except as expressly provided herein, nothing shall be construed as conferring any license, expressed, implied, or by waiver or estoppel, under any of the Company�s or any third party's intellectual property rights. The Client agrees further not to use any of the intellectual property rights mentioned herein for any purpose other than the purpose for which such rights are made available in association with the Site.
The Client further agrees that any infringement or violation or of any of the rights of the Company shall constitute a material breach of this Agreement, as will any misuse of the site facilitated or made possible by the access or viewing or other use of the Site.
The Client agrees that an estimate of the damages arising from each violation, infringement, or misuse of the Site shall be assigned on a per diem basis in an amount deemed reasonable by the Company in their sole discretion. If the Client or its assigns, officers, agents, or others to which information has been given by the Client gives rise to a violation, infringement, or misuse of the Site, or uses the Site for a commercial or competing website or business, the damages experienced by the Company are reasonably expected to be doubled due to increased harm. The Client agrees that an estimate of the damages arising from each violation, infringement, or misuse of the Site shall be assigned on a per diem basis in an amount deemed reasonable by the Company in their sole discretion. Such damages shall be paid by the Client and their assigns or others, jointly and severally.
The Client hereby agrees that the Company may sue for enforcement of the rights mentioned herein, for a payment of liquidated damages, and for an injunction in any Court of its choosing. The Client hereby submits and agrees to the enforcement of any judgment granted in a jurisdiction of the Company's choosing, and agrees that the same may be enforced in the country, residence or jurisdiction of the Client.
The Client agrees to pay any legal fees and costs of the Company in all such actions and enforcement proceedings, and agrees to indemnify and hold harmless the Company for all damages, harm, loss of business, loss of reputation, or other injury caused by the Client or its assigns or others to whom the Client provided information derived in any way from misuse of the Site, and who commits violations or infringement or uses such information for a commercial or competing website or business, and the Client agrees to cooperate in all ways to assist the Company in ending such harm, violation, infringement or misuse.
The Client agrees that the rights of the Company regarding the Client are renewed with each usage of the Site by the Client, and any Client who has previously violated, infringed or misused the rights of the Company or has assisted others in doing so and returns to or accesses the site again, continues or renews its previous misuse, or does not immediately end the misuse that it previously assisted in shall be liable for all such violations, infringements or misuses from their first initiation whenever they may have begun.
All rights of the Company shall survive any termination or expiration of this Agreement.
Limitation of Liability
The Company, its officers, proprietors, agents and employees and other affiliated companies shall not be liable for any direct, indirect, incidental, exemplary, special or consequential damages (including, but not limited to, damages for loss of business, loss of profits, litigation or similar damages) arising in any way out of access to or use of the Site or any information or links available on the Site. This limitation shall apply to all types of claims whether based in contract, tort, negligence, strict liability, or any other basis, even if the Company has been advised of the possibility of such damage.
If a relevant jurisdiction does not permit any of the exclusions of liability stated herein, the exclusions shall be amended accordingly but only to the extent needed to preserve their effect to the maximum extent of the law in that jurisdiction. If, notwithstanding the foregoing, the Company should be found liable for any loss or damage whatsoever, such liability shall be limited to the amounts paid to the Company in connection with events leading to such liability by the party claiming such liability.
No Warranties
The Company is not responsible for any content on the Site supplied by any client or third party, or for damages. The Company is not responsible for any damages or any claim or claim of loss caused by the internet, computer, storage, or transmission failure, or content on the Site and/or through any related link or for misappropriate or misuse of content on the Site. Furthermore the Company does not warrant that the Site or Services offered under the Site will meet any of the Client's expectations.
The Company reserves the right to make modification and changes to the Site as required. Such changes include, but are not limited to, discontinuing, temporarily or permanently, any service offered by, or through the Company, with or without notice. The Client agrees that the Company shall not be liable to them or any other third party for any changes and modifications to the Site.
The Client understands and agrees to the following:
a) the Site is subject to hacking, circumvention or other breaches of security arising out of efforts of third parties who may unlawfully and without authorization avoid the normal processes and procedures employed on the Site. The Company shall have no liability for such unavailability, or loss or such hacking, circumvention or other breaches; and
b) the Site is subject to various vagaries of electronic transmission, data storage and computer, server, or internet availability that can occasionally cause the Site to be unavailable for periods of time or may cause the loss of information, data or content.
Given the foregoing, the Client agrees that the Company makes no representation or warranty that the Site or the Services offered under the Site shall be available at all times, or be secure, or without error or mistake, or that date or other content may not be lost or misappropriated.
The Site and its contents are provided on as "as is" basis, and all warranties, express or implied, are disclaimed, including but not limited to, any implied warranted of merchantability and use for a particular purpose or non-infringement.
Domain Name
The Company registers and retains ownership of custom domain names for use with Client accounts and wedding websites. Domain names are serviced by the Company and no access is given to domain names or settings outside of the Company. Select domain names may be transferred to the Client upon request and approval. Domain transfer fees are the sole responsiblity of the Client. The Client is then responsible for all renewal, hosting and other associated fees of maintaining own domain name. The Company does not offer support for domain names once transferred.
Payment for Services
All Services on the Site are offered by the Company on a payment basis. Accordingly, the Client warrants that all information submitted in association with such payment is correct and that the Client is of the age sufficient to legally execute an Agreement in their jurisdiction of residence.
The Client further warrants that any cost of collection that may be incurred by the Company regarding such payments or any relating debt will be the sole responsibility of the Client.
Relationship
The Company and the Client shall be independent or each other for all purposes and no relationship as partners, joint ventures, fiduciaries, employees or agents of the other shall be inferred or implied.
Scope of Agreement
The Client agrees that this Agreement is the complete statement of the Agreement between the Client and the Company. Accordingly, this Agreement supersedes any other communications between the Client and the Company relating to access to or use of the Site.
It is agreed between the Client and the Company that this is the entire agreement between the Company and the Client. However, the Agreement's provisions, other than those referenced above relating to "No Warranties" and "Limitations of Liability", are severable to preserve the validity of the Agreement to the maximum extent possible.
In the event that any provision of this Agreement should be determined to be unenforceable or invalid to any extent by a Court of competent jurisdiction, such provision shall be deemed to be modified as needed to ensure its enforceability to the maximum extent permitted under the law and shall not affect the validity and enforceability of any other remaining provisions.
Assignment
The Client may not, at any time, assign or delegate any rights or obligations as laid out in the Agreement herein. The Company may assign and/or delegate all of its rights and/or duties at its sole discretion to any third party at any time.
Applicable Law
The Company carries on a primary place of business in Vancouver, British Columbia, Canada. As such, this Agreement is interpreted under, and governed by, the laws of the province of British Columbia.
The Client consents to the exclusive jurisdiction of the Provincial and Supreme Court of British Columbia, at the sole discretion of the Company. This exclusion jurisdiction shall be in respect of all claims or disputes arising out of this Agreement, or any aspect of performance thereunder, or in any way connected with the Site or the rights of the Company.
Operation of Law
The Client agrees that the Company may access, maintain, and disclose information provided by the Client to the Company if required to do so by law, or if the Company in good faith believes that such access, maintenance, or disclosure is reasonably necessary for any of the following reasons:
i. to enforce the terms of this Agreement;
ii. to comply with any legal process;
iii. to respond to any claims which allege that information posted, provided, transmitted or otherwise made available by the Client violates the rights of a third party;
iv. to respond to customer service requests;
v. to otherwise protect the rights and property of the Company and its members, users and general public.
Client Acknowledgement and Agreement
The Client acknowledges that the following:
1. They have read this Agreement and agree to be bound by it as a condition to continuing access to or use of the Site in any way;
2. The Client's Site is a wedding site reflecting the joint wishes of both parties to be wed, as referenced on the Client�s Site. As such, if at any time one of the said parties to the wedding wishes the Site to be deactivated, and notifies the Company in writing, the Site shall be deactivated without refund, as soon as is reasonable, with no liability whatsoever for the Company; and
3. The Company reserves the right to remove anything from a Site that it deems in its sole discretion to be inappropriate for public display, or inconsistent with good taste.
Upon the Client's agreement and acknowledgement of the above, the Company hereby grants the Client a non-exclusive, non-transferable, limited license to use the Site in strict accordance with the terms and conditions set out in the Agreement herein, and as permitted by instructions and guidelines described on the Site.
USER AGREEMENT
The following User Agreement (hereinafter described as the "Agreement") is a formal contract between a "Client", and the "Company". The proprietor of the Wedsight.com website (the "Site"), being Nutshell Media Inc., shall be defined as the "Company". Any person accessing or using the Site shall be defined as the "Client".
By using the Site or by choosing "I Agree" to the Agreement, the Client has signified their agreement and acceptance of the terms and conditions contained herein, and agrees to be bound by the same. This Agreement applies to licensors and advertisers as well as Clients.
The Client acknowledges the consideration provided by the Company in support of this Agreement, and acknowledges limitation of liability and provisions relating to prohibited conduct and the subsequent remedies set-out herein.
Privacy
The Privacy Policy posted on the Site is incorporated herein by reference as an integral part of this Agreement. All information provided, posted or referenced by the Client is subject to the Company's Privacy Policy.
Revisions to the Agreement
The Company reserves the right to change this Agreement at its sole discretion. Any necessary changes to this Agreement will be enacted by positing the revisions on the Site.
Should the Client continue to access the Site, or otherwise use the Site, following any posted changes to the Agreement, their continued use will constitute acceptance of the revised Agreement. Any Client not agreeing with the terms of the Agreement as set out herein, or agreeing with any changes or revisions thereto, must terminate their access to, or any other use of, the Site immediately.
THE CLIENT AGREES TO REVIEW THIS AGREEMENT AND ANY SUBSEQUENT REVISIONS TO THE SAME ON A REASONABLY REGULAR BASIS, DURING THE TIME IN WHICH THEY ACCESSES AND USE THE SITE, IN ORDER TO ENSURE THAT THE CLIENT REMAINS FAMILIAR AND IN COMPLIANCE WITH THE TERMS OF THIS AGREEMENT.
Ownership of Site and Copyrights
The Client agrees that the Site is the property of the Company. All content on the Site, except for the content provided by the Client, is the Copyright of Nutshell Media Inc., as of the year of first publication, beginning in 2006. All rights are reserved. Any copying, republication, derivation, or redistribution of such content, including by framing or any other means, is prohibited, without the prior written consent of the owner.
THE CLIENT AGREES THAT, EXCEPT AS MAY BE EXPLICITLY PERMITTED THROUGH THIS SITE, THEY MAY NOT SAVE, DOWNLOAD, CUT AND PASTE, SELL, LICENSE, RENT, LEASE, MODIFY, DISTRIBUTE, COPY, REPRODUCE, TRANSMIT, PUBLICLY DISPLAY, PUBLICLY PERFORM, PUBLISH, ADAPT, EDIT, OR CREATE DERIVATIVE WORKS FROM MATERIALS, CODE OR CONTENT ON OR FROM THE SITE. SYSTEMATIC RETRIEVAL OF DATA OR OTHER CONTENT FROM THIS SITE TO CREATE OR COMPILE, DIRECTLY OR INDIRECTLY, A COLLECTION, COMPILATION, DATABASE OR DIRECTORY WITHOUT WRITTEN PERMISSION FROM THE COMPANY IS PROHIBITED.
Registration and Access to the Site
The Site includes a number of wedding-related services ("Services"). The Services include, but are not limited to, personalization of the Client's website and web hosting, in addition to supplementary tools such as weather services, maps and directions, media sharing, electronic data collection forms, contact management tools and wedding event planning tools. The Services shall be made available to the Client after registration, and following the assignment of a Username and Password.
The Client agrees that if they are issued a Username and Password by the Company, they shall use best efforts to prevent access to the Site using their Username and Password. Best efforts include, but are not limited to, keeping the Username and Password strictly confidential, and in a form not easily guessed by a third party, notifying the Company immediately if the Client discovers loss of the information, and restricting access to third party's not under the control and supervision of the Client.
The Client agrees to provide accurate and current information when completing their registration on the Site, and further agrees to update any of the provided information as completely and expeditiously as is reasonably necessary. The Client agrees not to deceive or intentionally complicate any of the information provided during the initial registration, including any revisions and/or updates thereto.
Client Responsibility
The Client is solely responsible for all results of acts or omissions that occur through the Client's actions, and for maintaining the confidentiality of any password or account information in the Client's control.
THE CLIENT AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY, ITS OWNER(S), AGENTS, OFFICERS, EMPLOYEES, AFFILIATED COMPANIES, AND CONSULTANTS FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES) ARISING FROM THE USE OF THE SITE BY THE CLIENT, VIOLATION OF THIS AGREEMENT BY THE CLIENT, OR THE INFRINGEMENT BY THE CLIENT OF ANY RIGHT OF ANOTHER.
The Client agrees to immediately notify the Company of any unauthorized use of their Username or Password, or any other breach of security known to them, or which should reasonably be known to them.
Rights to Terminate Use
The Client agrees that the Company reserves the right, without prejudice to its other rights, to terminate and/or suspend any Account belonging to the Client and relating to use of the Site at any time where the Company has determined, in its sole discretion, that the use of the Site by the Client is, or was, in breach of this Agreement.
In its sole discretion, and in addition to any other rights or remedies available to the Company, and without liability whatsoever, the Company at any time and without notice may terminate or restrict access by the Client to the Site or remove content from the Site of the Client, as the Company may in its sole discretion deem reasonably necessary or advisable.
Termination and Expiration
Following the term for which payment has been made (typically a maximum term of 18 months), the Client's access to the Site will be terminated without further notice.
As set out above, and notwithstanding the foregoing, the Company may terminate access by the Client to the Site in its sole discretion at any time.
Such termination or expiration, of or for the Client, shall not affect any of the Company's existing rights to relief, at law or in equity. Upon termination or expiration, all of the Client's rights shall terminate and any rights relating to content of the Site shall belong to the Company.
Use of Site
THE CLIENT AGREES THAT THEY SHALL USE THE SITE SOLELY FOR THE PURPOSES INTENDED, BEING THE USE AND ACCESS OF THE SITE FOR PERSONAL USE, AND USE OF CONTENT OR MATERIALS FOR ANY PURPOSE NOT EXPRESSLY PERMITTED IN THIS AGREEMENT IS PROHIBITED.
During their use of, or access to, the Site, the Client shall not:
a) copy or reproduce the Site itself or any portion thereof;
b) copy or reproduce any content or material contained on, or about, the Site, which was not originally provided by the Client;
c) make false or fraudulent representations;
d) post, perform or otherwise distribute any unauthorized material owned by a third party, including information in any form, music, software, photographs or images, video, facsimiles, or any other material which is either a trade secret of a third party or is protected by any intellectual property, privacy, publicity, or other right, without first obtaining permission of the right holder;
e) allow any third party to post, perform or otherwise distribute any unauthorized material owned by another, including information in any form, music, software, photographs or images, video, facsimiles, or any other material which is either a trade secret of a third party or is protected by any intellectual property, privacy, publicity, or other right, without first obtaining permission of the right holder;
f) use any devices or methodology to monitor or copy any web pages or content found on the Site, without the prior written consent of the Company;
g) post or otherwise distribute any defamatory, obscene or unlawful material or information, including but not limited to any information encouraging conduct that would constitute a criminal offense or give rise to civil liability, any information or software which contains a virus, worm or other harmful or damaging component, or any photographs containing obscene images (as determined by and in the sole discretion of the Company) or unauthorized images of another or in which another owns rights, any unauthorized music or musical composition or performance;
h) permit any posting on the Site or Wedsight.com which the Company considers solicitation;
i) defame, harass, threaten or otherwise violate the legal rights of another; or
j) exploit the Site for any commercial purposes or otherwise use the Site in a manner which is contrary to the law of any country or locality.
Misuse of the Site
There shall be no infringement, licences, cloning, copying, or misuse permitted with regard to the Site itself, of any portion thereof.
Content from the Site, including but not limited to, any profile or member information, including contact information of any Client, may not be taken from the Site and used for any purpose. Member information may not be used by outside vendors or third parties for purposes of solicitation. Unsolicited emails to Clients may constitute misrepresentation, misappropriation of the Company's business name and reputation, unfair competition, and may violate laws that prohibit unsolicited emails.
The Client agrees that the content available through the Site, and the software associated with or implementing the Site, and all aspects thereof are protected by intellectual property rights including, but not limited to, copyright, trademark, and/or patent. The Client agrees not to take any action that would compromise the integrity of the Site, or copy its content, style, look, format, structure or software. The Client further agrees not to copy, decompile, disassemble, or reverse engineer any pages, screens, programs, software, or designs used in or in connection with the Site.
Except as expressly provided herein, nothing shall be construed as conferring any license, expressed, implied, or by waiver or estoppel, under any of the Company�s or any third party's intellectual property rights. The Client agrees further not to use any of the intellectual property rights mentioned herein for any purpose other than the purpose for which such rights are made available in association with the Site.
The Client further agrees that any infringement or violation or of any of the rights of the Company shall constitute a material breach of this Agreement, as will any misuse of the site facilitated or made possible by the access or viewing or other use of the Site.
The Client agrees that an estimate of the damages arising from each violation, infringement, or misuse of the Site shall be assigned on a per diem basis in an amount deemed reasonable by the Company in their sole discretion. If the Client or its assigns, officers, agents, or others to which information has been given by the Client gives rise to a violation, infringement, or misuse of the Site, or uses the Site for a commercial or competing website or business, the damages experienced by the Company are reasonably expected to be doubled due to increased harm. The Client agrees that an estimate of the damages arising from each violation, infringement, or misuse of the Site shall be assigned on a per diem basis in an amount deemed reasonable by the Company in their sole discretion. Such damages shall be paid by the Client and their assigns or others, jointly and severally.
The Client hereby agrees that the Company may sue for enforcement of the rights mentioned herein, for a payment of liquidated damages, and for an injunction in any Court of its choosing. The Client hereby submits and agrees to the enforcement of any judgment granted in a jurisdiction of the Company's choosing, and agrees that the same may be enforced in the country, residence or jurisdiction of the Client.
The Client agrees to pay any legal fees and costs of the Company in all such actions and enforcement proceedings, and agrees to indemnify and hold harmless the Company for all damages, harm, loss of business, loss of reputation, or other injury caused by the Client or its assigns or others to whom the Client provided information derived in any way from misuse of the Site, and who commits violations or infringement or uses such information for a commercial or competing website or business, and the Client agrees to cooperate in all ways to assist the Company in ending such harm, violation, infringement or misuse.
The Client agrees that the rights of the Company regarding the Client are renewed with each usage of the Site by the Client, and any Client who has previously violated, infringed or misused the rights of the Company or has assisted others in doing so and returns to or accesses the site again, continues or renews its previous misuse, or does not immediately end the misuse that it previously assisted in shall be liable for all such violations, infringements or misuses from their first initiation whenever they may have begun.
All rights of the Company shall survive any termination or expiration of this Agreement.
Limitation of Liability
The Company, its officers, proprietors, agents and employees and other affiliated companies shall not be liable for any direct, indirect, incidental, exemplary, special or consequential damages (including, but not limited to, damages for loss of business, loss of profits, litigation or similar damages) arising in any way out of access to or use of the Site or any information or links available on the Site. This limitation shall apply to all types of claims whether based in contract, tort, negligence, strict liability, or any other basis, even if the Company has been advised of the possibility of such damage.
If a relevant jurisdiction does not permit any of the exclusions of liability stated herein, the exclusions shall be amended accordingly but only to the extent needed to preserve their effect to the maximum extent of the law in that jurisdiction. If, notwithstanding the foregoing, the Company should be found liable for any loss or damage whatsoever, such liability shall be limited to the amounts paid to the Company in connection with events leading to such liability by the party claiming such liability.
No Warranties
The Company is not responsible for any content on the Site supplied by any client or third party, or for damages. The Company is not responsible for any damages or any claim or claim of loss caused by the internet, computer, storage, or transmission failure, or content on the Site and/or through any related link or for misappropriate or misuse of content on the Site. Furthermore the Company does not warrant that the Site or Services offered under the Site will meet any of the Client's expectations.
The Company reserves the right to make modification and changes to the Site as required. Such changes include, but are not limited to, discontinuing, temporarily or permanently, any service offered by, or through the Company, with or without notice. The Client agrees that the Company shall not be liable to them or any other third party for any changes and modifications to the Site.
The Client understands and agrees to the following:
a) the Site is subject to hacking, circumvention or other breaches of security arising out of efforts of third parties who may unlawfully and without authorization avoid the normal processes and procedures employed on the Site. The Company shall have no liability for such unavailability, or loss or such hacking, circumvention or other breaches; and
b) the Site is subject to various vagaries of electronic transmission, data storage and computer, server, or internet availability that can occasionally cause the Site to be unavailable for periods of time or may cause the loss of information, data or content.
Given the foregoing, the Client agrees that the Company makes no representation or warranty that the Site or the Services offered under the Site shall be available at all times, or be secure, or without error or mistake, or that date or other content may not be lost or misappropriated.
The Site and its contents are provided on as "as is" basis, and all warranties, express or implied, are disclaimed, including but not limited to, any implied warranted of merchantability and use for a particular purpose or non-infringement.
Domain Name
The Company registers and retains ownership of custom domain names for use with Client accounts and wedding websites. Domain names are serviced by the Company and no access is given to domain names or settings outside of the Company. Select domain names may be transferred to the Client upon request and approval. Domain transfer fees are the sole responsiblity of the Client. The Client is then responsible for all renewal, hosting and other associated fees of maintaining own domain name. The Company does not offer support for domain names once transferred.
Payment for Services
All Services on the Site are offered by the Company on a payment basis. Accordingly, the Client warrants that all information submitted in association with such payment is correct and that the Client is of the age sufficient to legally execute an Agreement in their jurisdiction of residence.
The Client further warrants that any cost of collection that may be incurred by the Company regarding such payments or any relating debt will be the sole responsibility of the Client.
Relationship
The Company and the Client shall be independent or each other for all purposes and no relationship as partners, joint ventures, fiduciaries, employees or agents of the other shall be inferred or implied.
Scope of Agreement
The Client agrees that this Agreement is the complete statement of the Agreement between the Client and the Company. Accordingly, this Agreement supersedes any other communications between the Client and the Company relating to access to or use of the Site.
It is agreed between the Client and the Company that this is the entire agreement between the Company and the Client. However, the Agreement's provisions, other than those referenced above relating to "No Warranties" and "Limitations of Liability", are severable to preserve the validity of the Agreement to the maximum extent possible.
In the event that any provision of this Agreement should be determined to be unenforceable or invalid to any extent by a Court of competent jurisdiction, such provision shall be deemed to be modified as needed to ensure its enforceability to the maximum extent permitted under the law and shall not affect the validity and enforceability of any other remaining provisions.
Assignment
The Client may not, at any time, assign or delegate any rights or obligations as laid out in the Agreement herein. The Company may assign and/or delegate all of its rights and/or duties at its sole discretion to any third party at any time.
Applicable Law
The Company carries on a primary place of business in Vancouver, British Columbia, Canada. As such, this Agreement is interpreted under, and governed by, the laws of the province of British Columbia.
The Client consents to the exclusive jurisdiction of the Provincial and Supreme Court of British Columbia, at the sole discretion of the Company. This exclusion jurisdiction shall be in respect of all claims or disputes arising out of this Agreement, or any aspect of performance thereunder, or in any way connected with the Site or the rights of the Company.
Operation of Law
The Client agrees that the Company may access, maintain, and disclose information provided by the Client to the Company if required to do so by law, or if the Company in good faith believes that such access, maintenance, or disclosure is reasonably necessary for any of the following reasons:
i. to enforce the terms of this Agreement;
ii. to comply with any legal process;
iii. to respond to any claims which allege that information posted, provided, transmitted or otherwise made available by the Client violates the rights of a third party;
iv. to respond to customer service requests;
v. to otherwise protect the rights and property of the Company and its members, users and general public.
Client Acknowledgement and Agreement
The Client acknowledges that the following:
1. They have read this Agreement and agree to be bound by it as a condition to continuing access to or use of the Site in any way;
2. The Client's Site is a wedding site reflecting the joint wishes of both parties to be wed, as referenced on the Client�s Site. As such, if at any time one of the said parties to the wedding wishes the Site to be deactivated, and notifies the Company in writing, the Site shall be deactivated without refund, as soon as is reasonable, with no liability whatsoever for the Company; and
3. The Company reserves the right to remove anything from a Site that it deems in its sole discretion to be inappropriate for public display, or inconsistent with good taste.
Upon the Client's agreement and acknowledgement of the above, the Company hereby grants the Client a non-exclusive, non-transferable, limited license to use the Site in strict accordance with the terms and conditions set out in the Agreement herein, and as permitted by instructions and guidelines described on the Site.
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