SOUND ORIGINALS LLC
IMPORTANT – PLEASE READ CAREFULLY
RU is a neutral website that provides Participating Vendors the opportunity to display information about their products and services related to weddings. SO and RU have no control over the accuracy of any such information or the ability of Participating Vendors to provide any items or perform any services; make no representations or warranties concerning the foregoing; and are not responsible for the actions or inactions of any Participating Vendors that use the RU website.
A Participating Vendor expressly authorizes SO to debit or credit, as applicable, the yearly subscription fee from the account it has identified to SO. After payment of the fee has been processed, no refunds will be made of this yearly subscription fee. The date on which the yearly subscription fee has been processed is referred to as the “Acceptance Date.”
A Participating Vendor may submit information (“Posted Information”) relating to its products and/or services to be displayed on RU for the twelve-month period beginning on the Acceptance Date. A Participating Vendor submits and manages its Posted Information in its Vendor Dashboard. SO may also post messages to the Participating Vendor in its Vendor Dashboard.
On the one-year anniversary of the Acceptance Date, SO will automatically renew the Participating Vendor’s subscription for an additional twelve-month period by automatically deducting the annual subscription fee from the Participating Vendor’s credit card or account.
It is the Participating Vendor’s responsibility to maintain a valid, non-expired credit card on file with SO. SO may, without notice to a Participating Vendor, cancel its right to use the RU website if the Vendor’s annual subscription fee payment cannot be processed.
A Participating Vendor may cancel its participation and use of the RU website at any time. Cancellation will take effect on the twelve month anniversary of the Acceptance Date, and the Vendor’s information will be removed from the RU website.
SO may change the subscription fee for a Participating Vendor’s upcoming renewal term. Participating Vendor will be notified of a fee change via email or a message posted to the Vendor Dashboard. Unless a Participating Vendor cancels its subscription prior to the renewal date, SO will automatically renew a Participating Vendor’s subscription according to the new subscription fee rate.
SO may, with or without notice, add or delete features or services on the RU website, or make select features or services available for additional fees.
By submitting Posted Information on the RU website, a Participating Vendor automatically grants, and represents and warrants that it has the right to grant, to SO 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 Posted Information for any purpose and in any format on or in connection with the RU website, the SO business, or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Posted Information, and to grant and authorize sublicenses of the foregoing. Each Participating Vendor acknowledges that SO may retain archived copies of the Posted Information and may continue to use such Posted Information in connection with any materials that were created prior to removal of such Posted Information from the RU website, in accordance with the license described above.
Furthermore, by posting Posted Information, each Participating Vendor expressly represents and warrants the following: (i) it is the owner, with all appurtenant rights thereto, of any and all communication, content and/or information that it posts on the RU website; or (ii) it is 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. Each Participating Vendor furthermore represents and warrants that all persons and entities connected with the Posted Information, and all other persons and entities whose names, voices, photographs, likenesses, works, services and materials which have been used in the Posted Information 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 Posted Information and the rights granted herein.
Each Participating Vendor represents and warrants that Posted Information does not: (a) contain another person’s or entity’s proprietary of personal information or otherwise invade another’s privacy; (b) violate or possibly cause SO to violate any applicable law, statute, ordinance, regulation or judicial or administrative order; (c) infringe any third party’s intellectual property rights including but not limited to copyright, patent or trademark rights; (d) contain obscene, lewd, or suggestive content and/or pornography; (e) contain any libelous, threatening, harassing, racist, or defamatory language; or (f) disparage, ridicule or subject to scorn any person.
Each Participating Vendor further represents and warrants that Posted Information does not: (i) contain any computer hardware or software, viruses, Trojan horses, worms, spyware, or any other computer programming that may interfere with the operation of the RU website or systems and/or create or impose a large burden or load on such website or systems; (ii) scan or test the vulnerability or security of the RU website or the system within which it operates; (iii) advertise the products or services of others or contain links to third-party websites, other than such Participating Vendor’s website; (iv) create liability for SO in any manner whatsoever; or (v) involve the upload, or insertion of, any programming language or code into or onto the RU website.
5.1 Limitations on Space. SO reserves the right to limit the amount of space afforded to any Participating Vendor or category of vendors appearing in the RU website.
5.2 Other Agreements and Activities. Nothing set forth in these terms and conditions shall restrict SO from (a) entering into agreements with other vendors, whether or not competitive with a Participating Vendor, and/or (b) engaging in any activity, including, without limitation, selling goods and/or providing services of any kind whatsoever.
5.3 Modification of Properties. SO reserves the right to redesign or modify, or cause the redesign or modification of, the organization, structure or “look and feel” of the RU website, these terms and conditions, and/or any services provided hereunder, at any time without notice. In the event such modifications affect the placement of a Participating Vendor’s Posted Information, the Participating Vendor’s sole and exclusive remedy shall be for SO to arrange for comparable placement of such Posted Information, the final decision with respect thereto being made by SO.
8.1 Indemnification. Participating Vendor shall, at its sole cost and expense, defend, indemnify and hold harmless SO, its affiliates (including, without limitation, its parent company and any subsidiaries), principals and any other publishers, republishers, sellers and/or distributors of the Posted Information (collectively, “Affiliates”) and their respective directors, officers, employees, agents, successors and assigns (each, an “Indemnified Party”), from and against any and all liabilities, damages, costs, claims, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”), relating to or arising out of, directly or indirectly, actually or allegedly: (a) the Posted Information, or products or services of Participating Vendor or the publication, display, performance or delivery thereof, and (b) any breach of any of Participating Vendor’s representations, warranties and obligations herein, in each case including but not limited to claims based on an alleged copyright and/or trademark, service mark or trade name violation, libel, defamation, obscenity, misrepresentation, misappropriation, unfair competition, privacy, publicity or any other violation of law, regulation or judicial or administrative order.
8.2 Procedures. An Indemnified Party will be entitled to participate in the defense or settlement of the claim and to retain its own counsel, at the expense of the Participating Vendor. If an Indemnified Party gives Participating Vendor control and authority over the defense and settlement of such claim, any acquiescence to judgment or settlement thereof will be subject to the Indemnified Party’s prior written approval.
9.1 DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND GUARANTEES.
SO AND ITS AFFILIATES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE POSTED INFORMATION OR THE ADVERTISEMENTS OR SERVICES OR OTHER DELIVERABLES PROVIDED HEREUNDER, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT.
9.2 LIMITATION OF LIABILITY.
NO PARTY OR ITS AFFILIATES WILL HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH THESE TERMS AND CONDITIONS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF BUSINESS, PROFITS, ANTICIPATED PROFITS, INCOME, GOODWILL, DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, THE REJECTION OR REMOVAL OF ANY POSTED INFORMATION OR ADVERTISEMENT, OR ANY DELAY IN DISPLAYING OR THE FAILURE TO DISPLAY ANY POSTED INFORMATION OR ADVERTISEMENT, AND REGARDLESS OF WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. IN NO EVENT WILL SO’S LIABILITY FOR MONETARY DAMAGES UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT PAID BY A PARTICIPATING VENDOR TO SO HEREUNDER. NONE OF THE FOREGOING LIMITATIONS WILL APPLY TO PARTICIPATING VENDOR’S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY AND PUBLICITY OBLIGATIONS CONTAINED HEREIN. Participating Vendor agrees that all claims and disputes brought by Participating Vendor in connection with these terms and conditions or any Posted Information, advertisement or service must be pursued on an individual basis only, and waives his or her right to commence, or be a party to, any class or collective claims or private attorney general action or to bring jointly any claim against SO or its Affiliates, or their respective directors, officers, agents or employees, unless prohibited by law, and waives its right to a jury trial. No action against SO or its Affiliates may be brought unless the action is commenced within one year after the occurrence causing the loss or damage. SO and each Participating Vendor agree that (a) the mutual agreements made in this section reflect a reasonable allocation of risk, and (b) each party would not enter participate on the RU website without these limitations on liability.
14.1 Successors and Assigns. These terms and conditions shall inure to the benefit of and be binding upon the respective successors and assigns of the parties; provided, however, that no rights hereunder may be assigned or otherwise transferred by a Participating Vendor, either voluntarily or by operation of law, without the prior written consent of SO, and any attempt to do so will be null and void.
14.2 Force Majeure. No party will be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
14.3 Taxes. Participating Vendor will be responsible for all taxes, duties and levies in connection with all services and products it provides arising out of the RU website and the related transactions (excluding taxes based on SO’s net income).
14.4 Waiver. A wavier by any party of any default or breach by any other party with respect to the use of the RU website, or the failure by such party to enforce any rights granted hereunder or to take action against any other party in the event of any breach hereunder, shall not be deemed a waiver by that party of any subsequent default or breach by the other party of the same or any other provisions of these terms and conditions or as to subsequent enforcement of rights or subsequent actions in the event of future breaches. The observance of any term or condition hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of SO or the subject Participating Vendor (or their respective successors or permitted assigns).
14.5 Severability. If one or more provisions of these terms and conditions are held to be unenforceable under applicable law, such provision shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent permitted under applicable law, and the balance of these terms and conditions shall remain enforceable as written.
14.6 Electronic Signatures and Agents. Any documents executed by SO and a Participating Vendor in connection herewith, if applicable, may be executed in any number of written counterparts (which may be done by electronic or other customary means), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In addition, the parties desire to facilitate certain transactions pursuant to these terms and conditions by exchanging documents, records and signatures electronically or by utilizing electronic agents. The use of electronic facilities or agents shall be in accordance with procedures established by SO and governed by the provisions of applicable laws, rules and regulations.
14.7 Governing Law. These terms and conditions shall be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to principles of conflicts of law, and the parties consent to the exclusive jurisdiction of the state and federal courts having jurisdiction over King County, Washington. Each person that has accepted these terms and conditions waives any objection which it may have now or hereafter to the laying of the venue of such suit, action or proceeding, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding.
14.8 Third-Party Beneficiaries. Nothing in these terms and conditions, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of these terms and conditions, except for the Indemnified Parties as expressly provided herein.
14.9 Titles and Subtitles. The titles, subtitles and defined terms used in these terms and conditions are used for convenience only and are not to be considered in construing or interpreting these terms and conditions.
14.10 Notices. All notices required or permitted hereunder shall be in writing and may be given electronically. Electronic notices shall be deemed effectively given if sent during normal business hours of the recipient, or if not, then on the next business day.
14.11 No agency. Each person or entity accepting these terms and conditions agrees and acknowledges that use of the RU website does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with SO and furthermore that no affiliation, association or connection exists between SO and any such person or entity. In no event shall any such person or entity have authority to bind, commit, contract for, or otherwise obligate SO in any manner whatsoever.
14.12 Survival. Sections 3, 4, 8, 9, 10, 11, 12, 13.2 and 14 shall survive termination or expiration of these terms and conditions for any reason.
14.13 Entire Agreement; Amendments. These terms and conditions (as they may be amended or modified) constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral, with respect thereto.