Effective: July 15, 2019
1. Your Acceptance
PLEASE CAREFULLY REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
SOME JURISDICTIONS, INCLUDING NEW JERSEY, HAVE CONSUMER PROTECTION AND OTHER LAWS THAT MAY APPLY TO THE SERVICES ON THE SITE AND THAT DO NOT ALLOW CERTAIN PROVISIONS SUCH AS LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN WARRANTIES, AMONG OTHERS. TO THE EXTENT THAT A LIMITATION, EXCLUSION, RESTRICTION OR OTHER PROVISION SET OUT HEREIN IS SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SUCH LIMITATION, EXCLUSION, RESTRICTION OR PROVISION MAY NOT APPLY TO YOU.
By entering into this Agreement, and/or by using or accessing the Site you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions below) and accept all of its Terms.
We reserve the right, in our sole discretion, to change, modify, add or remove portions of these Terms at any time, and you agree to be bound by such modifications or revisions. It is your responsibility to check this Agreement periodically because any changes will be binding on you. By continuing to access or use the Site after those revisions become effective, you agree to be bound by the revised Agreement.
2. We Are a Neutral Venue
Through our Site we offer an innovative community and marketplace for the wedding industry and for other important life events. Our services on the Site are only available to business entities and individuals at least 18 years of age who can form legally binding contracts under applicable law. Our services are not available to minors. Users of our Site include individual users such as prospective brides and grooms, newlyweds, their wedding guests, (collectively, "Members"), and companies and other third parties offering products and services related to weddings or other important life events (collectively, "Vendors") (all of the foregoing, including Members and Vendors, collectively, “Users”). Certain areas of the Site may provide a place for Members to interact with Vendors and book services that a Vendor offers. You are responsible for any fees or charges incurred to access such service through an Internet access provider or other third-party service.
As a User, you acknowledge that we are not a product or service provider, vendor or an agent representative for any Vendor. We and the Site function solely as a neutral venue and digital clearinghouse where Users may connect for a particular type of service or product. We are not involved in or a party to the actual transaction between Users. As a result, we have no control over the existence, quality, accuracy, safety, or legality of the transactions that take place on our Site or the accuracy of any Vendor listings. We have no control over the ability of Vendors to provide items or perform services or the ability of Members to pay for any goods and services. We make no representations or warranties and are not liable or responsible for the actions or inactions of our Users.
Any and all communications, correspondence, verbal or written, or any warranties or representations, made with regard to products and services offered through the Site are not provided by us and are specifically and solely between the Users. We have no liability for your interactions with other Users, or for any User’s action or inaction.
3. Jurisdictional Issues
We control and operate the Site from our facilities in the United States of America and, unless otherwise specified, the materials displayed on the Site are presented solely for the purpose of promoting products and services available in the United States, Canada, their territories, possessions and protectorates. We do not represent that materials on the Site are appropriate or available for use in other locations. If you choose to access the Site from other locations, you are responsible for compliance with local laws, if and to the extent local laws are applicable. Our affiliated companies have web sites that are intended to serve many other countries in the world. Please see Bodas.net for access to sites focused on Europe, Latin America, and India.
4. Users of the Site
By using the Site as a Member you affirm that you are at least 18 years of age and are able to enter into a legally binding contract. As a Member, you acknowledge that while we use techniques to help verify the identity of Vendors when they register for memberships or subscriptions on our Site, we cannot and will not guarantee each Vendor’s identity, capabilities, that it has obtained all required permits, licenses or consents, or that it complies with all applicable laws. We do not endorse any particular Vendor nor do we guarantee the quality of their goods or services. You should use our Site as a starting point for identifying organizations that provide the products and services you need, then conduct your own research to ensure the service providers you choose to do business are appropriate for you.
By using the Site as a Vendor you affirm that you are at least 18 years of age and are able to enter into a legally binding contract. If you are agreeing to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, “you” and “your” refer to that company or other entity.
As a Vendor you acknowledge that we will not endorse you or your products or services. We are in no way responsible for assisting you in reaching an agreement with Members. We are not responsible for assisting you in providing goods and services to Members. Your membership or subscription to our Site may not be transferred or sold to another party.
As a Vendor you must list the true and correct name of your business on the Site. If there is a change to that business name, Vendors must promptly update the Site and may need to provide additional documentation for proof of name change. Vendors who engage in the sale of goods and services must have a valid business operations license, as applicable. By joining our Site, you agree to (i) provide us with accurate, complete information about yourself and to update this information as needed, (ii) safeguard your username and password, and (iii) be responsible for all activity of your account.
We may offer different types of paid and free memberships or subscriptions. For instance, we may offer “Basic,” “Free Trial,” “Lite,” or other unpaid vendor memberships. These unpaid Vendor memberships do not guarantee any advertising placement or other benefits. We reserve the right to modify the terms of or cancel any such unpaid vendor memberships. We may also offer memberships or subscriptions for which a Vendor pays (“Paid Subscriptions”). Additional terms and conditions described in the Terms of Purchase apply to such Paid Subscriptions, and are made a part of this Agreement by reference. If there is a conflict between this Agreement and the terms for any service offered on or through the Site, such as Paid Subscriptions, the latter terms shall control with respect to your use of that portion of the Site.
If you are a Vendor and experience a dissolution, merger or other significant change in personnel (e.g., sale of company), then we, in our sole discretion, have the right to determine whether to keep active, transfer or terminate your account, including all User reviews and other Site Content previously associated with such account.
5. Accounts, Passwords and Security
To access certain features or areas of the Site, you may be required to provide personal and demographic information as part of a registration or log-in process. In addition, certain features of the Site may only be available to our registered Users. To access those areas of the Site you will be required to log in using your username and password. You are responsible for all activity occurring when the Site is accessed through your account, whether authorized by you or not. Therefore, if you create an account, be sure to protect the confidentiality of your account password. We are not liable for any loss or damage arising from your failure to protect your password or account information.
We use industry standard practices to protect your personal information, including firewalls and Secure Socket Layers. We utilize several different security techniques to protect data from unauthorized access. Except for those Vendors who have entered into Terms of Purchase with us that state otherwise, we cannot guarantee the security of our systems and do not guarantee uninterrupted or secure access to our system. The operation of our Site can be interrupted by numerous factors outside of our control.
7. Using the Site
You must comply with all applicable laws and contractual obligations when you use the Site. In using the Site, you also agree to abide by the rules outlined below.
Use of the Site
- You agree not to create an account in another person’s or entity’s name, create more than one account, use another’s account or impersonate another person or entity.
- You may not use the Site to break the law or applicable regulations, encourage others to do so, or offer instructions on how to do so.
- You may not restrict or inhibit another User or Users from using and enjoying the Site.
- You may not “harvest,” “scrape,” "stream catch" or collect information from the Site using an automated software tool (including but not limited to use of robots, spiders, or similar means), or manually on a mass basis (unless we have given you separate written permission to do so). This includes, for example, information about other Users of the Site and information about the offerings, products, services and promotions available on or through the Site.
- You agree not to circumvent or reverse engineer the Site or its systems or to gain unauthorized access to any areas of the Site, or any other systems or networks connected to the Site, or to any of the services offered on or through the Site that are not intended for access by you, by hacking, password “mining” or any other illegitimate means.
- You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or our systems or networks, or any systems or networks connected to the Site.
- You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes our rights or the rights of others.
- You may not manipulate or forge identifiers to disguise the origin of any information posted on the Site or otherwise provided to us or our employees.
- You agree not to engage in tactics, or direct or encourage others, to attempt to bypass the Site or our systems to avoid complying with any of our applicable policies, including this Agreement, paying applicable fees, or complying with other contractual obligations, if any.
If you are a Vendor, you also agree not to:
- Violate any applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your listing, shipping, transporting, and solicitation of offers to ship and transport items;
- Use information on the Site to promote spamming, chain letters or other unsolicited communications to Member; or
- Include promotional text or endorsements in your storefront name or your storefront picture(s).
We reserve the right to suspend any User’s access to the Site and cancel the contract of any Vendor to violates these rules or who engages in offensive and detrimental behavior, including behavior that shocks, insults, or offends the community and public morals and decency, including through making racist, discriminatory, or offensive comments on our properties and elsewhere or by taking actions that would tend to reflect poorly on us.
8. Submitting Content
The Site may offer Users the opportunity to submit information for use on the Site, and to share information with other Users through message boards, Vendor advertisements and listings, and other means. You agree to use common sense and good judgment when conducting or posting any online communication or distribution of information.
Any information submitted to the Site through any of these means is “Submitted Content.” Users are solely responsible for the content of their Submitted Content. We do not control the Submitted Content of Users. We do not control the material that you or others may post or otherwise make available in such areas. You understand that we have no obligation to monitor any such material or to edit or delete it. However, we reserve the right to do so. We are not a publisher of User posts and we are not responsible for their accuracy or legality. You assume legal responsibility for and will indemnify us from all liabilities, losses or damages incurred as a result of any of your Submitted Content.
By using our Site, you agree not to post any Submitted Content that you know is incorrect or not current. You agree not to impersonate another User or attempt to disguise or conceal the author of any Submitted Content.
You further agree not to post Submitted Content or take any action that:
- May create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, any other person or any animal;
- Is fraudulent, vulgar, obscene, unlawful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, is sexually or otherwise harassing or menacing, high-pressure sales tactics, humiliating to other people (publicly or otherwise), libelous, threatening, highly coercive, profane, or otherwise harmful to any Users or in any way violates the Nondiscrimination Policy set forth below;
- Creates liability for the Company in any manner whatsoever;
- Violates or possibly causes us to violate any applicable law, statute, ordinance or regulation or encourages criminal conduct;
- Scans or tests the vulnerability or security of our Site or the system within which it operates or involves the upload, or insertion of, any programming language or code into or onto, our Site;
- Contains your personal information that you do not wish to be made public or to be displayed in accordance with the applicable settings that you indicate, or that contains another person's personal information or otherwise invades another's privacy.
- Contains any information (such as inside, proprietary or confidential information) that you do not have a right to make available due to contract, fiduciary duty or operation of law;
- Advertise the products or services of others or contains links to third-party web sites.
- Is libelous, threatening, harassing, racist, or defamatory, and includes any legal claims of any sort about our employees, agents, other members, or the Site;
- Advertises or solicits business for products or services other than those that are offered and promoted on the Site;
- Contains any computer hardware or software, viruses, Trojan horses, worms, spyware, or any other computer programming that may interfere with the operation of our Site or our systems and or create or impose a large burden or load on our Site or systems; or that
- Infringes any third party's intellectual property rights including but not limited to copyright, patent or trademark rights;
- Violates any law, rule or regulation, or contains any information or content that is illegal.
We reserve the right to terminate Users who violate these rules.
9. Responsibility for Public Postings and Submitted Content
You are responsible for any Submitted Content you post or otherwise make available in public areas of the Site. We reserve the right, but do not have the obligation to monitor, remove or restrict any Submitted Content for any reason, including, without limitation, that your Submitted Content is in violation of this Agreement or is otherwise inappropriate, as determined in our sole discretion.
You agree that any action or inaction by us or any of our directors, officers, stockholders, employees, consultants, agents or representatives (collectively, "Our Representatives") to prevent, restrict, redress or regulate content, or to implement other enforcement measures against any content, conduct or potential Agreement violation is undertaken voluntarily and in good faith. Our Representatives may moderate content, conduct and compliance with this Agreement on the Site at our discretion but they do not have any authority to make binding commitments, promises or representations on our behalf.
You expressly agree that Our Representatives and anyone else authorized to act on our behalf shall in no circumstances be liable as a result of any representation that we would or would not restrict or redress any content, conduct or potential or purported violation of this Agreement. This paragraph may not be modified, waived or released except by a written agreement, dated and signed by our Chief Executive Officer and dated and signed by the individual or entity to whom the modification, waiver or release is granted.
10. Contests, Sweepstakes and Promotions
11. Ownership of Site Content and Submissions
By posting Submitted Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, transferable, fully-paid-up, royalty-free, worldwide license (with the right to sublicense at multiple levels) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and distribute such Submitted Content for any purpose and in any format on or in connection with the Site, our business, or the promotion thereof, to prepare derivative works of, or incorporate such Submitted Content into other works, and to grant and authorize sublicenses of the foregoing. Additionally, by providing Submitted Content, you authorize us to use the names, voices, photographs, likenesses, performances, and biographical data included in or associated with any Submitted Content in connection with the advertising, promotion, trade and other exploitation of the Submitted Content and the rights granted herein. You acknowledge that we may retain archived copies of your Submitted Content and may continue to use your Submitted Content in connection with any materials that were created prior to your removal of your Submitted Content, in accordance with the license described above.
By posting Submitted Content, you expressly represent and warrant the following: (i) you are the owner, with all appurtenant rights thereto, of any and all communication, content and/or information that you post on the Site; or (ii) you are the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce and distribute such communication, content and/or information. You further represent and warrant that all persons and entities connected with the Submitted Content, and all other persons and entities whose names, voices, photographs, likenesses, works, services and materials have been used in the Submitted Content or its exploitation, have authorized the use of their names, voices, photographs, likenesses, performances, and biographical data in connection with the advertising, promotion, trade and other exploitation of the Submitted Content and the rights granted herein.
If you are a Vendor, after your relationship with us is terminated for any reason, we shall be entitled to retain and display all reviews associated with you on the Site as well as basic directory information, including, without limitation, business name, mailing address, website address and telephone number.
We always want to receive messages and feedback from our Users and welcome any comments regarding the Site. Any ideas, suggestions, comments or proposals you send to us (collectively, "Submissions") are entirely voluntary and we will be free to use such Submissions as we see fit and without any obligation or compensation to you.
12. Protection of Intellectual Property Content
Our Site contains or uses copyrighted material, inventions, know-how, potentially patentable business method material, design logos, phrases, names, logos, HTML code and/or other computer code and/or scripts (collectively, “Intellectual Property Content”). Unless otherwise indicated and/or provided pursuant to a third party license, our Intellectual Property Content is our sole property, and we retain all appurtenant rights, interests and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the “look,” “feel,” “appearance” and “graphic function” of this Site, including but not limited to its color combinations, sounds, layouts and designs.
You agree and acknowledge that your use of this Site does not confer upon you any license or permission to use our (or any third party’s) Intellectual Property Content. You shall not reproduce, modify, display, sell, or distribute the Intellectual Property Content, including but not limited to Submitted Information (as defined below) contributed by you or any other User, or use our Intellectual Property Content in any other way for public or commercial purposes. All other trademarks, service marks and copyrights are held by their rightful owners. You may not frame or link to the Site without our prior written permission.
The Site contains trademarks, trade names, trade dress, service marks, domain names or other indicia of ownership (collectively the “Marks”) owned or licensed for use by us, including but not limited to THE KNOT, the THE KNOT logo, TKWW, THE KNOT WORLDWIDE, THE KNOT PRO, and WEDDINGPRO. Unless otherwise agreed to in writing, you agree that no right, property, license, permission or interest of any kind in or to the Marks is or is intended to be given or transferred to or acquired by you pursuant to the execution, performance or non-performance of this Agreement or any part thereof. You shall in no way contest or deny the validity of, our right of title to or license of use for, the Marks, and you shall not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement and thereafter. You shall not utilize the Marks or any similar marks in any manner that would diminish their value or harm their reputation. You shall not use or register any domain name, trademark or service mark that is identical to or similar to any of the Marks.
13. Nondiscrimination Policy
We want all Users to feel welcome and included on our Sites, applications, and tools (the “Properties”). Accordingly, we prohibit discrimination against Users, guests, or Our Representatives based on race, color, religion, sex, national origin, ancestry, disability, marital, family, pregnancy status, sexual orientation, gender identity, gender expression, veteran or citizenship status, age, or any other characteristic protected under applicable federal, regional, state, or local law. Such discrimination includes, but is not limited to, refusing to provide or accept services or any other conduct that improperly takes into account these characteristics. This prohibition applies to the posting of discriminatory content, such as reviews or forum posts, on our Properties. We will, at our discretion, take steps to enforce this policy, up to and including suspending from our Properties those Vendors and Members who violate this policy. If you experience discrimination with any Member or Vendor, please contact support at firstname.lastname@example.org, with the subject "Nondiscrimination Policy", so we can investigate and take appropriate measures.
14. Tools & Changes to Site
The Site offers several tools to Users (collectively, "User Tools"), some of which are provided by third parties. We are not responsible for the availability, suitability or effectiveness of any of these User Tools, whether provided by a third party or not.
In order to optimize Site operation, we are constantly testing and evolving the Site and the services offered on it. We reserve the right to modify or discontinue any User Tools or other services or features provided on the Site at any time without warning. You agree that we may make such changes and reverse or modify them at any time, without notice.
We are not responsible for any data you lose as a result of a malfunction of the User Tools or the Site or for any other reason or any consequential damages resulting from such data loss. You should always keep a back-up copy of all such information on your computer and in hard copy.
15. Fees & Payments
There are no minimum fees for Users to join our Site. Optional fee-based services are available but participation is not mandatory.
Members: There are currently no fee-based services for a large portion of the services offered on our Site. We may offer optional fee-based services, which may include services provided by third parties. Your use of such services shall be subject to any applicable additional terms and conditions which may include the third parties’ terms and conditions. Your credit card will not be charged unless and until you agree to use that fee-based service and/or to incur a charge with us. The fee and timing of payments for the fee-based service will be described separately as part of the applicable fee-based service.
We also provide wedding website customized domain or similar service subscriptions in annual increments and related services (“WWCD”). Occasional service outages, downtime or disruptions to functionality may occur that we do not or cannot control. If such outages, downtime or disruptions occur, we will use commercially reasonable efforts to assist with restoring service as soon as possible. We are not liable or responsible for damages if such outages occur. To the extent available, we will register the domain for your WWCD and act as your nominee only. Any and all responsibility and liability associated with the WWCD domain name or content on the domain is yours. We reserve the right at any time to reject (e.g., at the time of selection or any time afterward), abandon or transfer (including on your behalf) any domains and/or wedding websites in the event that we receive notification that the domain infringes or allegedly infringes any third-party right or for any other reason. After selecting a domain name, it may take an estimated twenty-four (24) business hours for your website to be viewable online (although no guarantees are made by us with respect thereto). If the selected domain expires, the wedding website will revert to a subdomain selected by the Company in its sole discretion.
- The Site provides links and interfaces to Payment Processors that may permit Users (e.g., wedding guests and other gift givers) (each, a “Gift Giver”) to send funds to other Users (e.g., couples or their representatives or designees) or third parties (e.g., charitable organizations selected by a User) (each of the foregoing, a “Beneficiary”). You acknowledge that while we provide links to such Payment Processors, we do not control and are not responsible for payments made or received through such Payment Processors. Any use of Payment Processor services by you: (i) may be subject to the fees set by the Payment Processor, (ii) is at your own risk, (iii) is subject to your agreement that we are not responsible for any fund transfers or anything else arising from or related to the services provided by a Payment Processor or third-party, and (iv) is subject to these Terms. Any use of such Cash Gifting Service may also be subject to the User’s acceptance of any additional terms and conditions disclosed by us or otherwise provided by any third-party (including a Payment Processor).
- Users acknowledge that they are submitting payment directly to the Beneficiary (via a third-party payment service or any other payment method) and therefore we are not responsible for lost payments, identity theft, fraud or refunds.
- In order for a Beneficiary to receive cash or other payment from a User, the Beneficiary will be required to link to their payment account with a third-party payment processor. In addition, each User will complete every form, document and online entry field in connection with a Cash Gifting Service and represents and warrants that all such information provided therein will be true, correct and complete.
- The Cash Gifting Service is a feature offered as a convenience to Users. Without limiting any other rights we have set forth herein we reserve the right to suspend, terminate, freeze or close any account in accordance with the terms of the section ‘Suspension or Termination of Access’ below. Accounts may be frozen at the sole discretion of us or the third-party service provider until a review has been conducted and the validity of the account is confirmed.
Vendors: Vendor with valid Vendor accounts may opt into additional paid services (“Premium Services”). Such Premium Services will be subject to additional terms.
We may add new services for additional fees and charges, or add or amend fees and charges for existing services, at any time in our sole discretion. In order to optimize the Site, we are constantly testing new initiatives and product offerings and may change the operation of the Site, including the order and manner in which advertisements appear on it, the way that services are delivered, and the way that new customers are charged for services. You agree that we may test, implement, remove or modify features on the site at any time without notice.
Payments for Fee-based Programs. If you opt-in to a fee-based program, you irrevocably and expressly authorize us to debit or credit, as applicable, any monies to the account that you have identified. You agree that it is your responsibility to maintain a valid, non-expired credit card on file with us while engaging in fee-based activities on our Site. You agree that if you do not maintain a valid, non-expired card on file with us during any billing attempt, you may be subject to interest and penalties as enumerated below and we may suspend or terminate your access to any such fee-based program upon any payment default.
You irrevocably and expressly authorize us to withhold any monies and/or debit any monies from any account that you have identified for any charge backs, fees, costs, deductions, adjustments and any other amounts owed to us. We reserve our rights to all actions and remedies in connection with any monies owed to us. You will indemnify, defend and hold us harmless for any claims, demands or causes of actions that we take toward any identified account pursuant to this Section.
Billing Policies. You are responsible for paying any and all applicable fees as set forth in any agreement entered into (i) through the Site (including for any mobile application or goods or services provided by a Vendor to a Member (a “User Provided Service”) or (ii) by clicking through to another digital property or mobile application that requires payment, and applicable taxes associated with the Site in a timely manner with a valid payment method. Unless we state in writing otherwise, all fees and charges are nonrefundable and all fees are quoted in U.S. Dollars. All payments must be made by the methods specified within the Site. If you want to use a different debit or credit card, or there is a change in debit or credit card validity or expiration date, or if you believe someone has accessed the Site using your user name and password without your authorization, you must contact email@example.com.
Unpaid Fees. If, for any reason, any fees you owe us have not been received or in any manner realized by us (“Unpaid Fees”), you agree to pay such Unpaid Fees immediately. In addition, we may charge interest, in the amount of 2.0% per month (or the maximum amount allowed by law), on any unpaid account balance that you maintain. Any partial payments made by Users will first be applied to the most recent fees owed to us, including interest. We reserve the right to waive or reduce the amount of any Unpaid Fees, penalties, or interest at any time. You also agree to pay any attorney fees, and other costs of collection incurred by us with respect to any Unpaid Fees. You also consent and authorize us, in our sole discretion, to make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. Notwithstanding the foregoing, the Company agrees that it will not charge any late fees or interest to a User’s credit card.
Correcting Mistakes in Payments to Vendors and Members. We reserve the right to fix any processing errors we discover. We will correct any processing errors by debiting or crediting the payment method used for the erroneous refund or reimbursement. Users will look solely to other Users (including vendors) to resolve any payment errors made by such User, and we will have no liability for such errors.
Parties Relationship. The applicable User, and not the Company, is responsible for delivering any purchased goods or providing any services. If you, as a User, choose to enter into a transaction with another User, you agree and understand that you will be required to enter into an agreement with such User and agree to any terms or conditions which may be imposed by such User. As a User, you acknowledge and agree that you, and not us, will be responsible for performing the obligations of such agreements, except as otherwise expressly set forth in this Agreement.
Charges on Your Account. You are responsible for all charges incurred under your account made by you or anyone who uses your account. If your payment method fails or you are past due on amounts owed, we may collect fees owed using other collection mechanisms. Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You are also responsible for paying any taxes imposed on your use of the Site or any services contained therein (including for any Vendor Provided Service), including, but not limited to, sales, use or value-added taxes. To the extent we are obligated to collect such taxes, the applicable tax will be added to your billing account.
Authorization; Payment Processing. You expressly authorize us to debit or credit any monies from the payment method you have chosen. Authorization to charge your chosen payment method account will remain in effect until you cancel or modify your preferences within the Site; provided, however, that such notice will not affect charges submitted before we could reasonably act. The Vendor shall be responsible for all fees associated with the processing of the payment method, including payment processing and associated bank fees.
Automatic Membership Renewal (“Auto-Renew”). If you are a Vendor and you enter into a Terms of Purchase (TOP) / Terms of Sale (TOS) agreement with us, any terms in those TOP /TOS documents relating to automatic renewal or the explicit lack thereof, will prevail. Absent such terms, Vendor memberships may renew automatically for successive periods. Without limiting the foregoing, if you sign up, upgrade or renew your membership, you are automatically entered into our auto-renew program unless otherwise specified in the applicable terms or agreement. This means that, unless otherwise specified in the applicable terms or agreement, we will charge your selected payment method at the start of each new membership term and during the membership term. To avoid having fees billed for the renewal term to your selected payment method, you must cancel your subscription before it renews as indicated in the applicable terms or agreement. You may cancel your membership by contacting us at firstname.lastname@example.org. If you are enrolled in a monthly or other periodic payment plan and you decide to cancel during the membership period, you acknowledge and agree that, unless otherwise agreed in writing, you may continue to be billed on a monthly or other applicable periodic basis until your originally scheduled membership expiration date. Renewal pricing terms are subject to change, with notice, prior to the beginning of the next billing period.
16. Disputes Among Members; Release
You are solely responsible for your interactions with other Users, and we are not a party to any such disputes. We reserve the right, but do not have any obligation, to monitor disputes between you and other Users.
You agree to release us, our officers, directors, agents, and employees from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any disputes between you and any third parties or in any way related to goods, services, or events involving third parties. If you are a California resident, you waive California Civil Code §1542, which states that “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor". For avoidance of doubt, any disputes directly with us shall be handled in accordance with these Terms.
17. Coupons & Discounts
We may allow you to receive promotional coupons (“Coupons”), or other promotions or discounts ("Discounts") that may be used to purchase goods and services from us or third parties ("Coupon Vendors").
Additional terms and conditions may be contained on each Coupon or Discount. Any violation of the terms and conditions will make the Coupon Discount void. We are not responsible for lost or stolen Coupons. Coupons or Discounts are not redeemable for cash. Only one Coupon or Discount per redemption. A Coupon or Discount is automatically void if prohibited by law. A Coupon or Discount may not be used for alcohol, tips, taxes, and any other statutory limitations. You acknowledge and agree that we may stop (permanently or temporarily) providing the Coupons or Discounts to you or to users generally at our sole discretion, without prior notice to you.
18. Suspension or Termination of Access
We have the right to deny access to, and to suspend or terminate your access to, the Site, or to any features or portions of the Site, and to remove and discard any content or materials you have submitted to the Site, at any time and for any reason or for no reason and without notice to you. Actions that may result in the rejection or removal of your participation can include, but are not limited to: any violation of the Terms of this Agreement; your creation, maintenance and/or management of more than one account; your non-payment in full any Unpaid Fees; any attempt by you to improperly influence, or cause another to improperly influence the feedback of Members; your unethical conduct, to be determined at our sole discretion; or any attempt by you to harass, or cause another to harass, or have inappropriate communications with a Member
In the event that we suspend or terminate your access to and/or use of the Site, you will continue to be bound by the Terms that were in effect as of the date of your suspension or termination.
We may suspend or terminate your account if We suspect that you have engaged in fraudulent activity in connection with our Site, as determined in our sole discretion. Fraudulent acts include, but are not limited to, the manipulation of the Rating and Review System.
In the event we suspend or terminate your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any Site Content, any unused time on a subscription, any license or subscription fees for any portion of the Site, any content or data associated with your account or for anything else.
Remedies for use of our Site that violate this Agreement include, but are not limited to, the immediate termination of your membership, notifying our Users of your actions, issuing a warning (including a public warning), temporarily suspending your membership, monetary compensation, and injunctive relief.
You agree to indemnify and hold us and our affiliates, officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising in any manner in whole or in part out of your use of the Site, including but not limited to (i) your advertising, provision of or failure to pay for goods or services promoted on the Site; (ii) claims that any of your Submitted Content includes materials owned by third parties without authorization, was defamatory or harassing, or otherwise violated the rights of any third party or (iii) your breach of these Terms.
21. Disclaimers of Warranties
We try to keep the Site up and running and free of annoyances, but we make no promises that we will succeed.
THE SITE AND ITS CONTENT AND ANY SERVICES PROVIDED THEREIN ARE PROVIDED FOR ENTERTAINMENT, EDUCATIONAL AND PROMOTIONAL PURPOSES. WE PROVIDE THE SITE, ITS CONTENT AND ANY SERVICES, INCLUDING, WITHOUT LIMITATION, ANY SAMPLE DOCUMENT PROVIDED, DISPLAYED OR GENERATED BY THE COMPANY, ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NON-INFRINGEMENT). THIS MEANS THAT WE MAKE NO PROMISES THAT:
- THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME,
- THE SITE WILL MEET ANY PARTICULAR REQUIREMENTS OR PROVIDE ANY PARTICULAR RESULTS,
- THE INFORMATION ON THE SITE WILL BE ACCURATE OR UP-TO-DATE,
- THE SITE OR THE INFORMATION TRANSMITTED TO OR FROM IT OR STORED ON IT WILL BE SECURE FROM UNAUTHORIZED ACCESS,
- INFORMATION AND MATERIALS THAT YOU STORE IN YOUR ACCOUNT OR ON THE SITE WILL REMAIN RETRIEVABLE AND UNCORRUPTED, OR
- THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.
WE LIKEWISE MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THE SITE. ANY PRODUCTS AND SERVICES ORDERED OR PROVIDED VIA THE SITE ARE PROVIDED "AS IS", EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH HEREIN, YOU AGREE THAT USE OF THE SITE IS AT YOUR OWN RISK. ALTHOUGH WE TRY TO ENSURE THAT THE INFORMATION POSTED ON THE SITE IS ACCURATE AND UP-TO-DATE, WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION (INCLUDING PRICING) AT ANY TIME. WE CANNOT, AND DO NOT, GUARANTEE THE CORRECTNESS, TIMELINESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THE SITE, NOR WILL WE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE SITE. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
WE HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES, LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS, SUPPORT DOCUMENTATION, BY OUR CUSTOMER SERVICE AND SUPPORT AGENTS, AND OTHERWISE ON THE SITE OR IN CORRESPONDENCE WITH US OR OUR AGENTS. WE ARE NOT RESPONSIBLE FOR ANY CONTENT OR MATERIALS POSTED TO THE SITE BY USERS, NOR FOR DISPUTES BETWEEN USERS, OR BETWEEN USERS AND THIRD PARTIES.
22. Limited Liability
IN NO EVENT SHALL WE OR ANY OF OUR SUBSIDIARIES OR OTHER AFFILIATES, OR ANY OF OUR OR THEIR DIRECTORS, OFFICERS, STOCKHOLDERS, EMPLOYEES, AGENTS, OTHER OF OUR REPRESENTATIVES OR CONTENT OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANYONE ELSE FOR DIRECT, INDIRECT DAMAGES, LOST PROFITS, ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY KIND WHATSOEVER ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF OR INABILITY TO USE THE SITE, FOR USE OF COUPONS, OR FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON INFORMATION CONTAINED ON THE SITE, WHETHER IN AN ACTION FOR BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. OUR LIABILITY, AND THAT OF OUR SUBSIDIARIES OR OTHER AFFILIATES, OR ANY OF OUR OR THEIR DIRECTORS, OFFICERS, STOCKHOLDERS, EMPLOYEES, AGENTS, OTHER OF OUR REPRESENTATIVES OR CONTENT OR SERVICE PROVIDERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, IS LIMITED TO THE LESSER OF THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR $100, NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
FOR THOSE JURISDICTIONS THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL, RECKLESS MISCONDUCT, OR GROSS NEGLIGENCE OF THE COMPANY.
23. Governing Law; Venue and Jurisdiction
By visiting or using the Site, you agree that the laws of the State of Maryland, without regard to principles of conflict of laws of any state or jurisdiction, will govern this Agreement and any dispute of any sort that might arise between you and the Company or any of our affiliates. With respect to any disputes or claims not subject to arbitration, you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Maryland, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Maryland.
24. Arbitration, Class-Action Waiver and Jury Waiver
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU AND US TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.
- Agreement to Binding Arbitration
You understand and agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the parties’ relationship with each other and/or your use of and access to the Sites or the services, including, but not limited to, claims as to whether any services rendered by us or persons employed or engaged by us were improperly, negligently, or incompetently rendered, and any claim or controversy as to arbitrability ("Dispute"), shall be finally, and exclusively, settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with the provisions of AAA’s Commercial Arbitration Rules and Mediation Procedures and Consumer-Related Disputes Supplementary Procedures, excluding any rules or procedures governing or permitting class actions, and not by a lawsuit or resort to court process, except as Maryland or any other applicable state law provides for judicial review of arbitration proceedings. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve any and all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this agreement to arbitrate, including, but not limited to any claim that all or any part of this agreement is void or voidable. The parties agree to treat the arbitration proceedings and any related discovery confidential. The terms of this Section govern in the event they conflict with the rules of the AAA.
You agree that any arbitration shall be conducted in Montgomery County, Maryland. The arbitrator shall be selected pursuant to the AAA rules. Should no AAA rule regarding Maryland selection of an arbitrator be in effect, the User shall select an arbitrator from a panel of arbitrators acceptable to the Company. In any arbitration, the parties will split the cost of the filing fee, plus the costs associated with the first day of arbitration, with the remaining costs of arbitration paid by the non-prevailing party, provided, however, that in some jurisdictions such as Maine, to the extent required by law, any cost to the consumer shall be limited. To begin the arbitration process, a party must make a written demand therefore.
- Class Action and Class Arbitration Waiver
The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the agreement to arbitrate set forth in this section shall be deemed null and void and the parties shall be deemed to have not agreed to arbitrate disputes.
YOU ACKNOWLEDGE AND AGREE THAT ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THEIR RIGHT TO HAVE SUCH DISPUTE DECIDED IN A COURT OF LAW BEFORE A JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING.
You may cancel this agreement to arbitrate by giving written notice to us within 30 days of the date of your acceptance of this Agreement, or 30 days after we provide notice of material changes made to this section of this Agreement. You should send your cancellation notice to email@example.com with the following information: (i) your name, (ii) your email address; (iii) your mailing address; and (iv) a statement of your wish not to resolve disputes with us through arbitration. Your notice to opt-out of arbitration only applies to this Agreement; if you previously entered into other arbitration agreements with us or enter into other such agreements in the future, your notification that you are opting out of the arbitration terms of this Agreement shall not affect the other arbitration agreements between the parties. Should you choose to withdraw from the arbitration provision, all other provisions of this Agreement shall remain in full force and effect.
If for any reason a claim proceeds in court rather than arbitration, each party waives any right to a jury trial and elect instead to have the dispute be resolved by a judge.
- Notice of Dispute
If you have a dispute with us regarding the Site or services, you must first send written notice to us at should be reported to firstname.lastname@example.org We will attempt to resolve any disputes you have with us. Because we are a neutral venue we are not responsible for resolving any disputes between you and other Users regarding services or transactions. The parties agree to negotiate resolution of the Dispute in good faith for no less than sixty (60) days after you provide notice of the Dispute. If we do not resolve your Dispute within sixty (60) days from receipt of notice of the Dispute, either party may pursue a claim in arbitration pursuant to the terms of this Section.
25. Claims of Copyright Infringement — DMCA Notice
We take claims of copyright infringement seriously and will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Site infringe your copyright, you may request removal of those materials from the Site by submitting written notification to our Copyright Agent (designated below).
In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:
- Your physical or electronic signature.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, email address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated Copyright Agent to receive DMCA Notices can be reached by e-mail at: email@example.com or by mail at: The Knot Worldwide Inc., Attn: Legal Department, Two Wisconsin Circle, 3rd Floor, Chevy Chase, MD 20815.
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
If you believe that material you posted on the Site was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a "Counter-Notice") by submitting written notification to our copyright agent (identified below). Pursuant to the DMCA, the Counter-Notice must include substantially the following:
- Your physical or electronic signature.
- An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
- Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, email address).
- A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
- A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Site may be found) and that you will accept service from the person (or an agent of that person) who provided the Site with the complaint at issue.
Completed Counter-Notices should be sent by e-mail to: firstname.lastname@example.org or by mail to: The Knot Worldwide Inc. Attn: Legal Department, Two Wisconsin Circle, 3rd Floor, Chevy Chase, MD 20815.
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice. If you knowingly materially misrepresent that material or activity on the Site was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
26. Linked Websites
27. General Provisions
- Section Headings. The section headings used herein are for convenience only and shall not be given any legal import.
- Changes. We retain the right to revise our Site, product and/or service offerings, including the tools made available to you, at any time for any reason including without limitation to comply with any applicable law or regulation. You agree that we will not be liable to you or to any third party for any such modification, suspension or discontinuance.
- No Agency. You hereby agree and acknowledge that your provision of services and/or your use of the Site, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship with us and furthermore that no affiliation, association or connection exists between you and us. In no event shall you have authority to bind, commit, contract for, or otherwise obligate us in any manner whatsoever.
- No Third-Party Beneficiaries. This Agreement is not intended to benefit any third party, and does not create any third-party beneficiaries. Accordingly, this Agreement may only be invoked or enforced by you or us.
- No Assignment. This Agreement is personal to you and you may not assign it to anyone.
- No Modification by Trade Usage/Prior Course of Dealing. This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms.
- Failure to Enforce. Our failure to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions.
- Unenforceability. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
- Prevailing Terms. To the extent of any conflict between the Terms in this Agreement and any other document made a part of the Agreement by its express terms, the Terms of this Agreement shall prevail except as otherwise stated in this Agreement or when the other document specifically states that it shall prevail.
- Entire Agreement. These Terms and any additional terms and conditions that are referenced herein or otherwise may apply to specific areas of the Site, constitute the entire agreement between us and you with respect to the Site.