TERMS AND CONDITIONS & ADVERTISING TERMS
MASTER TERMS AND CONDITIONS
1. INTRODUCTION AND DEFINITIONS. We provide you and, if applicable, Authorized Users, access to our advertising platform and services (“Service”) for your company use, subject to your acceptance of and compliance with these Master Terms and Conditions (the “Master Terms and Conditions”). The terms and conditions of any applicable insertion order(s) that you or your Affiliate(s) enter into, online or offline, that specifically references these Master Terms and Conditions and/or applicable Program Terms (each, an “Insertion Order”) (collectively, the “Agreement”). In the Agreement, (i) “we,” “us,” and “our” mean NEPABridal.com (“NEPA Bridal”), (ii) “NEPA Bridal Entities” are the NEPA Bridal Company and their officers, directors, consultants, contractors, agents, attorneys, employees, third-party service providers and software platform licensers, (iii) “NEPA BRIDAL Code” is proprietary software code and related tools that we may offer to you in connection with your service (vi) “Distribution Network” means the network of advertising channels, including all forms of media, applications, and devices, through which we distribute ads, whether on or off the NEPA Bridal Website, (iv) “you” and “your” mean the entity signing below, the company name you provided during the online registration, (v) “Affiliate” means, with respect to an entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity, (vi) “Authorized Users” means your agents, representatives, contractors, account managers, and any person or entity acting or apparently acting on your behalf, and your Affiliates that access your account, and (vii) “PII” means personally identifiable information. Terms used but not defined herein will have the meanings given to such terms as applicable. All definitions shall apply both to their singular and plural forms, as the context may require.
2. CHARGES, FEES, AND PAYMENT. All subscription fees must be paid prior to inclusion on the website. You agree that if you incur additional fees above and beyond your monthly or yearly subscription fee, for any reason, you will pay us those monies owed to us. You agree that our measurements are the definitive measurements under the Agreement and will be used to calculate your charges. You agree that (i) we may bill your Payment Method for all such charges and fees in connection with each Service, including early termination fees or other miscellaneous fees incurred. (ii) that all charges are reoccurring and may be automatically charged to the payment method at the start of the next billing cycle.
3. LATE FEES. If NEPA Bridal does not receive the full amount of Vendor's account balance by the 15th day following the issuance of an invoice an additional 1.5% (or highest amount allowed by law per month) late charge will be added to Vendor's bill and shall be due and payable. Vendor shall also be liable for all attorney and collection fees arising from NEPAbridal’s efforts to collect any unpaid balance of Vendor's account(s). Account suspension/and or termination may occur at the sole discretion of Company if payment is not received by the 5th day following the payment due date under the invoice.
4. YOUR PORTFOLIO AND WEBSITE. You agree that we are not responsible for any aspect of your portfolio or website and/or your or any third-party website(s). You represent, warrant, and covenant that: (i) all information you provide or use (including our suggestions) in connection with the Agreement and/or on your website, including all creative, titles, descriptions, trademarks, listings, abstracts, keywords, ad target options, domain names, content of ads, data, Content, and URLs (each of the foregoing, individually and collectively, “Information”) is, and will be updated to remain, current and accurate and (iii) your website link provided on your portfolio is owned and operated by your and does not contain unlawful, destructive or otherwise objectionable material.
5. COPYRIGHTED MATERIAL. You agree that all materials posted on your NEPA Bridal portfolio are owned by you and are not protected by copyrights, patents or trademarks and/or that if any material is protected you have all necessary licensees and permissions to display such work as part of your advertising campaign. The following is a list actions to be taken against any business owner illegally posting copyrighted materials as part of a NEPA Bridal portfolio:
1. Immediate removal of all protected materials
2. Possible permanent suspension of your account without a refund
3. Fees incurred to compensate the copyright, patent or trademark owners whose property was infringed upon
4. Legal action as deemed fit by those property owners and/or the state or federal courts system.
UNLAWFULLY USING, DISTRIBUTING OR OTHERWISE DISPLAYING ANOTHER PERSON’S COPYRIGHTED WORK IS A SERIOUS CRIME. DO NOT ILLEGALLY POST COPYRIGHTED MATERIALS AS PART OF YOUR PORTFOLIO!
6. CONFIDENTIALITY. Both parties acknowledge that: (I) the other party is the owner of valuable trade secrets, and other proprietary information and license same from others; (II) in the performance of the NEPABRIDAL services both parties shall receive or become aware of such information as well as other confidential and proprietary information concerning the other party's business affairs, finances, properties, methods of operation and other data (here-in-after collectively referred to as ("Confidential Information"), and; (III) unauthorized disclosure of any Confidential Information would irreparably damage the owner or supplier of such Confidential Information.
7. NON-DISCLOSURE. Both parties agree that, except as directed by the other party or as provided in this paragraph, neither party will at any time during or after the Term and for a period of three (3) years after any such termination disclose any Confidential Information to any person or entity, or permit any person or entity to examine and/or make copies of any reports or any documents prepared by the other party or that come into the party's possession or under the party's control that relates to Confidential Information; and that upon termination of this Agreement, both parties will turn over to the other party all documents, papers, and other matter in such party's possession or under such party's control that contain or relates to such Confidential Information. Both parties shall notify the other party, prior to disclosure of the information to the other party, that it considers the information to be confidential. Confidential Information shall not include information that: (I) is already lawfully known to or independently developed by the receiving party; (II) is in the public domain through no fault of the receiving party; (III) is lawfully obtained from a third party without restrictions; or (IV) is required to be disclosed by law, regulation or governmental order.
8. INJUCTIVE RELIEF. Both parties acknowledge that disclosure of any Confidential Information by the other party will give rise to irreparable injury to the owner of such information, inadequately compensable in damages. Accordingly, either party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available.
9. Proprietary Rights. Unless otherwise specified, all work performed hereunder, is the property of NEPABRIDAL and all title and interest therein shall vest in NEPAbridal; provided however, that any content or materials supplied by Vendor shall remain the property of Vendor and its suppliers. To the extent that title to any such works performed by NEPAbridal, may not, by operation of law, vest in NEPAbridal all rights, title and interest therein are hereby irrevocably assigned to NEPAbridal All such materials shall belong exclusively to NEPAbridal, and NEPABRIDAL shall have the right to obtain and to hold in its own name, copyrights, trademarks, registrations, or such other protection as may be appropriate to the subject matter; and any extensions and renewals thereof. Vendor agrees to give NEPABRIDAL and any person designated by NEPABRIDAL such reasonable assistance, at NEPAbridal’s expense, as is required to perfect the rights defined in this paragraph.
10. Non-Solicitation. Neither party should knowingly solicit for employment, offer employment to, or employ any of the other party’s employees/staff during the Term, and one year following termination of this contract. In event of a breach of this clause, the parties agree that damages in the amount of 12 months (1x annual salary) current salary for the individual (s) should be paid.
11. Marketing Rights. Vendor agrees that NEPABRIDAL may refer to Vendor, and/or Vendor’s business/company, in NEPABRIDAL marketing materials, the NEPABRIDAL website, and communication to NEPABRIDAL current/potential Vendorele. Vendor grants NEPABRIDAL a limited license and permission to use any Vendor trade name and/or trademark for such, and only for such, purposes.
12. REPRESENTATIONS. You represent, warrant, and covenant that: (i) you have the rights, authority, and any required permission and consent to enter into the Agreement, (ii) you are a business, not a consumer, (iii) your use of the advertising platform is solely for lawful business purposes, (iv) all Information is free of viruses, Trojan horses, trap doors, backdoors, Easter eggs, logic bombs, worms, time bombs, cancel bots, and/or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any NEPA Bridal Company system data or information, (v) a click on your portfolio or website link will not: cause damage to a user’s computer, download a software application(s), change a user’s settings, or create a series of multiple, sequential, stand-alone advertisements (including by pop-up window or pop-under window), (vi) you will not engage in, nor cause others to engage in, spamming or improper, malicious, or fraudulent (as determined by us) activity (vii) the Information contained in your NEPA Bridal portfolio or on the linked website provided on your portfolio, your correspondence with website users and other materials and technology in connection therewith, and/or any act or omission by you relating to your advertising: (1) do not violate any applicable law, statute, directive, ordinance, treaty, contract, or regulation, or NEPA Bridal policies or guidelines (collectively, “Laws”), (2) do not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person or entity, (3) do not breach any duty toward, or rights of, any person or entity, including rights of publicity and/or privacy, (4) are not false, deceptive, misleading, unethical, defamatory, libelous, or threatening, and (5) do not (as determined by us) reflect poorly on or tarnish the reputation or goodwill of NEPA Bridal or it’s partners, (viii) you will not reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the NEPA Bridal software platform, or any aspect or portion thereof, or Confidential Information, including source code or algorithms, (ix) you will not provide access to the advertising, except to Authorized Users or employees, who are bound in writing by use and confidentiality restrictions which are no less protective of us than those contained in the Agreement.
13. WARRANTY. Vendor understands that except for information, products, or services clearly identified as being supplied by NEPAbridal, neither NEPAbridal, nor any of its affiliates, operates or controls any information, products, or services on the Internet in any way and that, except for such NEPAbridal services, all merchandise, information, and services offered or made available or accessible on the Internet generally are offered or made available or accessible by third parties who are not affiliated with NEPABRIDAL or its affiliates. The terms and conditions for the use of third party information, services or products, all merchandise, information, and services are governed by the terms of each product's end user license.
14. INDEMNITY. Each party will indemnify the other party from any and all third-party claims, demands, liabilities, costs or expenses, including reasonable attorneys' fees resulting from the indemnifying party's material breach of any duty, representation or warranty under this Agreement, except those resulting from the gross negligence or knowing or willful misconduct of the other party. Such indemnity shall be conditional upon (I) prompt notification to the other party of any indemnifying claim; (II) the indemnifying party's control of all settlement and other negotiations; and (III) the indemnified party's full cooperation with respect to such claim.
1. Limitation of Liability. NEPABRIDAL shall not be liable to Vendor for more than the aggregate amounts paid to NEPABRIDAL under this Agreement.
2. Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR LOST PROFITS.
ALL SOFTWARE MADE AVAILABLE IN CONJUNCTION WITH THE NEPABRIDAL SERVICES ARE PROVIDED ON AN "AS IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEPABRIDAL DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THE NEPABRIDAL SERVICES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY NEPABRIDAL, ITS EMPLOYEES, LICENSERS, OR THE LIKE, SHALL CREATE A WARRANTY; NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL NEPABRIDAL OR ANYONE ELSE INVOLVED IN ADMINISTERING OR DISTRIBUTING THE SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE NEPABRIDAL AND/OR NEPABRIDAL SOFTWARE INCLUDING BUT NOT LIMITED TO reliance on any information obtained, or stored, on the NEPABRIDAL network; or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not limited to acts of god, communications failure, theft, destruction, or unauthorized access to NEPABRIDAL’ records, programs, or services. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, IN SUCH STATES, NEPABRIDAL'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
15. TERMINATION. At any time, for any or no reason we may terminate, suspend or limit the Agreement and/or your participation in the service, NEPA Bridal shall not have any liability regarding the foregoing decisions. Upon termination of any advertising, your outstanding payment obligations incurred will become immediately due and payable.
16. ELECTRONIC SIGNATURES EFFECTIVE. a. You accept the Agreement and the terms, conditions, and notices contained or referenced herein by marking the terms acceptance checkbox in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. When you mark the terms acceptance checkbox during enrollment, you also consent to having the Agreement provided to you in electronic form.
