Member Terms & Conditions
These Terms and Conditions form are part of the member resource Directory and Materials for banner advertising throughout the site (the “Order”) and represent the “Agreement” between (i) destinationbrides.com. and/or Lisa Light Ltd. (the “Company”) and (ii) the vendor or Member (the “Member”) specified in the Order. The “Site” refers to the website operated by the Company at http://www.destinationbride.com.
Memberships – Memberships, banners, links, and/or listings (“Profiles”) shall be displayed in the quantity and/or for duration indicated on the Order. Unless specifically set forth on the Order, there shall be no guarantee of any minimum number of impressions. In the event that there is a specific guarantee of impressions set forth on the Order, The Professional Member’s sole remedy shall be for the Company to “make good” the shortfall by extending its obligations to deliver such number of impressions beyond the end of the term until such obligation is satisfied. The Company’s determination as to the number of impressions delivered is binding on the Professional Member, absent manifest error.
Payment – The Member agrees to pay the Company the fee set forth on the Order. Unless otherwise stated, such fee shall be for listing or advertising space only and does not include any other promotional services or products. Unless otherwise stated, all payments are due in advance and in full. The Member expressly agrees to allow the Company to automatically charge the credit card indicated on the Order for any installment or monthly fee during the term of this Order. In the event of any failure by The Member to make payment, The Member will be responsible for all reasonable expenses (including attorneys’ fees and disbursements) incurred by the Company in collecting such amounts.
Term; Cancellation – The Company reserves the right to cancel any Order, and/or remove the Member, at any time. If such cancellation or removal is a result of a breach hereof by the Member, all fees due hereunder for the full term shall be immediately due and payable. Otherwise, The Member shall be entitled to a pro rata refund of any pre-paid amounts with respect to a particular advertisement. Unless otherwise stated on the Order, the Member shall not be permitted to cancel this Order during the contracted Term. If the Member cancels the Order, in whole or part, at any time, the full amount of the contract shall be immediately due and payable.
Advertising Materials – Unless otherwise set forth on the Order, The Member shall provide to the Company all necessary copy, graphic files, logos and/or IBA and MFAA compliant banners (the “Advertising Materials”). The Member hereby grants to the Company a worldwide license to use, sub-license, disclose, publicly display, reproduce, modify, adapt, transmit, and distribute the Advertising Materials and the Advertising solely for purposes of complying with the Company’s obligations hereunder. All Advertising Materials must be submitted no later than 5 business days prior to specified posting dates, shall be subject to the Company’s approval and shall conform to the Company’s specifications and quality guidelines. The Company reserves the right not to post or include any Advertising Materials or Advertising submitted by the Member and has the absolute right to reject or remove any Advertising or any URL embodied within any such Advertising Materials. The Company retains full editorial rights over listings to be placed in the online Resource Directory. The Company assumes no responsibility or liability for any loss of or damage to Advertising Materials in transit to or from, or while in the possession of the Company. The Company shall be solely responsible for determining which regions and product categories are included in the online Resource Directory. The Member acknowledges that it owns no interest in the Site, including in any intellectual property rights or any derivative works based thereon; provided, however, that The Member shall retain ownership of all Advertising Materials in the form originally provided to the Company. The Member represents and warrants to the Company that (i) it holds all the necessary rights to permit the use of the Advertising Materials by the Company in accordance with this Agreement; (ii) neither the use, reproduction, distribution, transmission, or display of Advertising Materials submitted by it, or incorporating materials or content provided by it, nor any material to which users can link to through the Site, the Advertising Materials or other Company-sponsored advertising vehicles, will violate any laws or any rights of any third parties, including, but not limited to, infringement of any copyright, patent, trademark, or other right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, or any other right of any person or entity. The Member agrees to indemnify the Company and its affiliates against all costs and expenses, including reasonable legal fees and expenses, in connection with any claims made by any third party that the Advertising Materials infringe any intellectual property or other rights of any third person or in connection with any claims related to the business, goods, or services of the Member.
LIMITATION OF LIABILITY – IN NO EVENT WILL THE COMPANY BE LIABLE TO MEMBER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE COMPANY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The Company’s liability to the Member for any act, error or omission (including any error in, or failure to display, any Advertising Materials or advertising), regardless of whether the claim is based on contract or tort, shall not exceed the amount paid by The Member with respect to the portion of advertising to which such act, error or omission occurred.
The Member is solely responsible for all goods and services offered, distributed or sold by it and shall be solely responsible for all billing, shipping and fulfillment thereof, returns, and customer services and the payment of all sales, use, excise and other taxes imposed with respect to the sale of such goods and services. Force Majeure – Neither party will be liable for any delay or default in the performance of its obligations (including delay in the delivery of the Site) under this agreement (other than for non-payment by The Professional Member) if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, telecommunications failure, storms and/or hurricanes, acts of war, government interference, strikes and/or walk-outs. The Company does not guarantee the specific date of posting listings or advertising on the Site
Miscellaneous – This agreement will be governed by and construed in accordance with the laws of the United States of America and the State of New York. The courts of The State of New York will have exclusive jurisdiction and venue over all controversies in connection herewith, and each party hereby consents to such exclusive and personal jurisdiction. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. No terms, conditions, representations or warranties other than those set forward in this agreement shall be binding on the Company. In the event of any inconsistency between this Agreement or any other such contracts, this Agreement shall control. This Agreement constitutes the entire agreement between parties with respect to the subject matter hereof and supersedes all previous agreements.