The following terms and conditions will apply to the services provided by Talking Weddings (“Company”) to you the Customer (the “Customer” or “you”) by accessing and using our TalkingWeddings Platform (the “Platform”) at www.talkingweddings.us or talkingweddings.com.au (the “Site”). This Subscription Agreement (this “Agreement” or this “Subscription Agreement”) becomes binding and effective upon your acceptance via the web form when you click on the “Accept Terms of Subscription Agreement” checkbox during the registration process.
You fully agree to the following terms and conditions. You represent that you are 18 years of age or older and have the legal power and authority to enter into this Agreement. If you are signing up to use Company’s various services on behalf of a corporate entity, you represent that you have complete authority to bind the “Customer” to the terms governing the use of the Company services, and the term “Customer” means your respective corporate entity , all of its employees and its affiliates. If you do not agree to the terms of this Agreement, or if you do not have the requisite authority, then you must stop using the Platform.
Company may change this Subscription Agreement at any time by posting a revised Subscription Agreementon the Site and you agree to review the respective URL periodically to be aware of such change. Company shall also use its best commercial efforts to notify you in advance of any such change. Your continued use of the Services (as defined below) and the Platform after any changes to this Subscription Agreement are posted will mean you accept such changes.
1. The Services
Subject to the specific specifications of the Subscription Plan that You purchase, You shall be provided with the use of Company’s Platform, as such is described ,and if relevant additional services, all if and as specified under the specificpurchased Subscription Plan, and in the scope and manner specified thereunder (the “Services”). The Customer is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access any Company Service. Customer must follow all instructions of Company and (to the extent relevant) other third parties, in order to enable the correct use of the Platform. The Customer is solely responsible for the use its own “feedback page” (including submitting all relevant details required to be delivered to any of Customer’s specific customers/end users) or any similar materials created for use in connection with the Service and the Platformand that such customized page is in full accordance with the terms and conditions herein and any applicable laws and regulations. Furthermore, the Customer is and shall be responsible that the use of the Platform by the Customer and his customers/end users shall also be subject to and in accordance with applicable law and the Platform then current Terms and Condition of Use and related policies (the “Terms of Use”).
The Customer, and employees or agents, will not use the Company Service in any way to transmit through the Service any unlawful, harassing, libelous, unsolicited commercial email ("spam"), abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind. The Customer agrees to defend, indemnify, and hold Company harmless against any claim or action, civil or criminal that arises from the Customers use of the Service in any manner and the use by its end users.
2. Accurate Customer Information
The Customer agrees to provide Company with accurate billing (if and when relevant) and contact information, including legal name, company name (if applicable), street address, telephone number, Email address and all relevant other details (such as Customer’s relevant Facebook account details). The Customer also agrees to notify Company of any changes to this information within a period not to exceed 30 days. Company reserves the right to terminate Customer access to the Service, without any obligation to return Customer data or refund any paid subscription fees, if the Customer provides false or fraudulent contact or billing information.
You are responsible for maintaining the confidentiality of your login password and account, and assume all liabilities and responsibilities for any and all activities that occur under your account. Company reserves the right to refuse any registration and to prevent access to certain areas of the Site or to any services, to anyone, at any time, without notice, and for any reason.
3. Customer Account Data and Customer Use of the Services
Company acknowledges that between Company and the Customer all data submitted to the Company Platform by the Customer is and the use of the Platform by or for the Customer (the “Customer Data”) shall be at the sole and exclusive responsibility of the Customer. The Customer acknowledges, and agrees, that the accuracy, integrity, reliability, quality, legality, and use of all Customer Data shall be the sole responsibility of the Customer, and Company shall not be held accountable or liable for any correction, deletion, loss, destruction, or failure to store any such Customer Data nor for any use, transfer or utilization of the Customer Data.
Furthermore, and notwithstanding the generality of the above, you hereby undertake to meet and be responsible for the following in connection with any and all information uploaded onto the Platform provided by you or on your behalf, including Customer Data (collectively the “Submitted Information and Materials”): (i) all Submitted Information and Materials by Customer must be complete, accurate and kept updated by you; (ii) Submitted Information and Materials must not contain information or materials which are inappropriate, inaccurate, misleading or fraudulent; (iii) the Submitted Information and Materials must not contain, feature or promote any content, products, services, or other information that may be illegal to sell or promote under any applicable law, or that may be perceived as unlawful, inflammatory, offensive, or otherwise inconsistent with the spirit of Company and/or the Company Platform; (iv) the Submitted Information and Materials must be used and utilized in accordance with all applicable law (including but not limited to such laws related to privacy, ‘spam’, etc.) and all relevant Company and third parties (e.g. Facebook) terms and conditions . Furthermore all Submitted Information and Materials (including all Customer Data) must be in language(s) supported by the Platform.
Furthermore, you shall be responsible and liable for Submitted Information and Materials, and defend, hold harmless and indemnify Company and its affiliates from and against any damages which may result from the submission, display and/or use of any such Submitted Information and Materials. While Company shall not be liable for any and all parts of the Submitted Information and Materials, Company shall be entitled to review, remove or edit any of the Submitted Information and Materials which Company believes to be inaccurate or inappropriate or in breach of this Agreement.
You hereby grant to Company and its affiliates a non-exclusive, worldwide, royalty-free license to use, reproduce, reformat, publicly display, publicly perform and electronically distribute any and all of the Submitted Information and Materials or portions thereof (including any content, images, technology, trademarks, or other brand features contained therein) for the purposes of (a) displaying and promoting your business or venture; and (b) providing features and functionality of the Company Services, including but not limited to the right to incorporate your Submitted Information and Materials into a searchable database.
You represent and warrant to Company that: (a) you have, and will have at all times, all right, title and interest necessary to grant to Company any and all licenses hereunder for the purposes contemplated by the foregoing; (b) nothing in your Submitted Information and Materials is false, misleading, defamatory, libelous, slanderous, illegal or threatening; (c) you have all necessary rights, permits and licenses under all applicable laws, rules and regulations to promote, offer for sale, sell, and ship all products or services available through the business or venture identified in your Submitted Information and Materials; and (d) your Submitted Information and Materials (including all content, images, trademarks, and technology contained therein) and all products, services and materials available from your business will comply with all applicable laws, rules and regulations, the provisions of this Subscription Agreement and any other relevant third party terms and conditions and will not infringe the rights of any third party, including any intellectual property rights.
4. Company Data
Company shall own all rights and interests to any and all data generated and/or prepared by Company through the use of the Services and the Platform by the Customer (“Company Data”). Furthermore, the ownership and use of any and all materials and information posted onto the Platform by an end user of the Customer shall be governed by the provisions of the Terms of Use. As part of the Services, Company may use the Company Data and End User Data as maybe indicated and as more fully set forth in the Subscription Plan purchased by You and pursuant to the Terms of Use.
5. Subscription
Free Trial Subscription
On occasion, the Customer may be given a specific free limited trial period to use the Company Service if and to the extent expressly and specifically indicated during the Customer registration (hereinafter “Free Trial” and “Free Trial Period”). Where relevant Commencement of the Free Trial Period starts with the date of earlier of commencing use of the Platform or specific acceptance of this Subscription Agreement. The Customer acknowledges, and agrees, that following the expiration of the Free Trial Period, unless otherwise expressly notified by any continued use of the Service beyond the Free Trial Period be subject to payment of applicable fees in accordance with the Subscription Plan of the Customer’s choice, and under the terms and conditions of this Subscription Agreement. If the Customer does not chose a Subscription Plan following the end of the Free Trial Period, then Company shall terminate use by the Customer of the Services effective as of the end of the Free Trial Period and the Customer (nor any related third party) WILL NOT be able to access the Platform or Services nor any of the Customer Data and Submitted Information and Materials and/or any other related data (such as end-users and Customer’s customers feedback and reviews). Company has no obligations to Customer in any way during the Free Trial Period.
Paid Subscription Plan
Customer agrees to have bought an Company account in accordance to a “Subscription Plan” selected on the Site during checkout (buying) process, including the Free Trial Subscription Plans.
Once Customer purchases a “Subscription Plan”, Company charges and collects fees in advance for the use and provision of the various Services on the periodical basis specified for such Subscription Plan, to the extent applicable. By accepting the provisions of the Subscription Agreement you agree that Company can automatically charge the respective amounts to the payment method that was provided at the time of purchase. Payment can be made by the various methods detailed from time to time on the Site. The Subscription fees are nonrefundable whether or not any, or all, of the Services provided for in such Subscription Plan are actively used during the periodical billing cycle. The periodical subscription fees or portions thereof, are also non-refundable if the Customer chooses to cancel their account prior to the end of the periodical billing cycle. Billing amounts are exclusive of all taxes, levies, or duties that may be imposed by taxing authorities having jurisdiction over the Customer’s access location, which shall be the responsibility of the Customer to pay.
If the Customer notices any mistakes in any billing invoice issued to it by Company then the Customer should contact Company [email protected] and a customer service representative shall review the claim. Any claims in respect to billing must be made within 15 days of the date of the disputed invoice, following thereafter the Customer shall have no grounds for any claims in respect to such billing cycle. Company shall refund any disputed amounts if it determines that the Customer was charged incorrectly.
Company’s policies and prices are subject to change without notice. Any price changes become effective in the next billing cycle. All changes shall be listed on the Site and Company shall make best efforts to notify each Customer in advance of such changes.
6. Proprietary Software and License
Customer acknowledges, and agrees, that the Service uses proprietary software and platform (the “Software”) owned by Company, and the Customer is being granted an individual, non-exclusive, non-transferable, solely during the term of this Subscription Agreement, license to use the Software subject to the terms and conditions of this Subscription Agreement. The Customer acknowledges, and agrees, that the Customer, its employees or agents, are expressly prohibited, directly or indirectly, from attempting to discover the source code, underlying algorithms, or technology of the Software; rent, lease, sell, assign, or transfer rights to the Software or modify or make derivative works based on the Software. The Customer acknowledges, and agrees, that Company retains exclusive ownership throughout the world of its Software, including any and all derivatives, modifications, enhancements, and/or improvements thereto, including portions or copies, and all rights not expressly granted to the Customer are reserved by Company.
7. Termination of Subscription Agreement
Termination of the Services by the Customer or Company must be done at least 30 days prior to the beginning of the next billing cycle. Termination by the Customer must be done through the Company Site using the provided online termination form. Upon termination of the Services for any reason, the Customer, and all its end users accessing the Company Service using the Customer account, will immediately cease all use of the Services. After termination, Company will remove all data in the Customer account. To avoid any doubt, should Customer fail to timely make any payment due under this Subscription Agreement, then, without derogating from any other right or remedy to which Company may be entitled under this Subscription Agreement or applicable law, Company may prevent the Customer any further use of the Service and/or Platform, without having to provide any prior written notice to that effect.
8. Disclaimer
THE USE OF THE COMPANY SERVICES AND THE PLATFORM IS THE RESPONSIBILITY OF THE CUSTOMER. THE COMPANY SERVICE IS PROVIDED ON AN AS IS, AS AVAILABLE BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE COMPANY SERVICE WILL BE ERROR-FREE, SECURE OR UNINTERRUPTED. COMPANY SHALL NOT BE HELD LIABLE FOR THE GENERAL APPLICABILITY OR AVAILABILITY OF THE SERVICES OR THE PLATFORM. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY COMPANY, ITS EMPLOYEES, LICENSORS OR THE LIKE, WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. COMPANY WILL NOT BE LIABLE FOR ANY COST OR DAMAGE, OF ANY KIND WHATSOEVER, ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY USE OF THE SERVICE OR THE PLATFORM BY THE CUSTOMER OR ANY END USER.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT, AND UNDER NO THEORY OF LAW OR EQUITY, WILL COMPANY (INCLUDING, WITHOUT LIMITATION, COMPANY’S EXECUTIVES, DIRECTORS, OFFICERS, ATTORNEYS, MANAGERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, THIRD-PARTY PROVIDERS, MERCHANTS, LICENSORS, OR THE LIKE) OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING COMPANY’S SERVICES, BE LIABLE FOR THE LOSS OF A DOMAIN NAME, OR ANY BUSINESS OR PERSONAL LOSS, REVENUES DECREASE, EXPENSES INCREASE, COSTS OF SUBSTITUTE PRODUCTS AND/OR COMPANY’S SERVICES, OR ANY OTHER LOSS OR DAMAGE WHATSOEVER, OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF ANY USE OF, OR ANY INABILITY TO USE, ANY COMPANY SERVICES BY THE CUSTOMER OR ANY END USER EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APP’S TOTAL CUMULATIVE LIABILITY, IF ANY, TO CUSTOMER, OR ANY THIRD PARTY, FOR ANY AND ALL DAMAGES, RELATED TO THE PLATFORM OR COMPANY’S SERVICES, INCLUDING, WITHOUT LIMITATION, THOSE FROM ANY NEGLIGENCE, ANY ACT OR OMISSION BY COMPANY OR COMPANY’S REPRESENTATIVES, OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, WILL BE LIMITED TO, AND WILL NOT EXCEED, THE ACTUAL DOLLAR AMOUNT PAID BY THE CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES, LOSSES AND CAUSES OF ACTIONS DURING THE 3-MONTH PERIOD PRIOR TO THE DATE THE DAMAGE OR LOSS OCCURRED OR THE CAUSE OF ACTION AROSE.
10. Miscellaneous
This Subscription Agreement constitute the entire agreement between the parties concerning the subject matter hereof. This Subscription Agreement shall be governed by the laws of the State of Israel without giving effect to any principles of conflicts of laws thereof, and the eligible courts of Tel-Aviv/Jaffa shall have exclusive jurisdiction over all disputes between the parties; This Subscription Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You may not assign or otherwise transfer by operation of law or otherwise.This Subscription Agreement or any rights or obligations herein. No failure or delay by Company to exercise any right or enforce any obligation shall impair or be construed as a waiver or on-going waiver of that or any or other right or power, unless made in writing and signed by Company. If any provision of this Subscription Agreement is held to be illegal, invalid or unenforceable, the remaining provisions of this Subscription Agreement shall be unimpaired and remain in full force and effect.