By utilizing the services Brides of Long Island, LLC a New York Limited Liability Company [“BOLI”] with a mailing address of PO Box 445, Bellport, NY 11713 and ___________________ [hereinafter referred to as “Client”], located at ______________________, collectively, the “Parties”.
WHEREAS, BOLI runs a website that allows BOLI clients to pay to list their company and services on in accordance with the within terms and provides marketing of said company and services; and
WHEREAS, the Client desires to pay to be listed as a Company/Service on the BOLI website and/or to obtain marketing with BOLI;
NOW, THEREFORE, and in consideration of the above and the mutual promises and agreements contained herein the parties agree as follows:
Section 1. Site and Services
Site and Services. The BOLI website and/or mobile application [the “Site”] is owned and/or
Section 2. Client Profile
2.1 Client Profile. You understand and agree that you are solely responsible for all activities that occur under your Client Profile, for maintaining the confidentiality and privacy of your password and the accuracy of the information posted in your Client Profile. You agree to immediately notify us of any unauthorized use of your Client Profile or any other breach of security and agree to accept responsibility for any activities that result from unauthorized use of your Client Profile. You understand and agree that BOLI will not be held liable for any loss or damage arising from failure to manage your Client Profile. BOLI reserves the right to refuse use of our Services and/or access to our Site to you or any other client or participant at any time whatsoever without notice for any reason. You agree that you accept and will strictly comply with these Terms when using your Client Profile and our Site either directly or indirectly. You represent that you are of legal age to form a binding contract and have full power, capacity and authority to accept these Terms. If you are accepting these Terms on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to the Terms herein.
2.2 Client Profile Features. By applying and being accepted as a Client, you will be permitted to create one (1) Client Profile for each company/service that you sign up under the appropriate business category listed on the Site. You agree you are setting up the Client Profile(s) for the companies/services selected which are incorporated herein and made a part hereof. You are not permitted to advertise any other company(ies) or brand(s) on your Client Profile or mention any other company(ies) or brand(s) on your Client Profile; only the name applied for on and associated with your Client Profile is permitted to be advertised on your Client Profile. Any breach of this provisions may result in the termination of your Client Profile by BOLI. Notwithstanding anything herein to the contrary, You are responsible for all Client Profiles and for payments associated therewith whether or not each individual company/service is owned or operated under a different entity than the entity listed herein. A Client Profile will allow our users [hereinafter, “Users”] to find out more about You and provides you with additional discounts and benefits.
2.3 Use of Site. You represent that you will not post to the Site any defamatory, inaccurate, abusive, obscene, profane, offensive, threatening, harassing, sexually offensive, racially offensive, illegal, or any material that infringes upon or violates another persons’ rights; that you will act in a manner consistent with any and all applicable laws and regulations; that you will not submit false information or misrepresent yourself in any way; that you will maintain current and accurate contact information and hours of operation; that you will not advertise to, or solicit, any other users of BOLI to buy, create, sell, etc., any products or services through the Site that is not authorized to be sold; that you will not post or otherwise transmit junk or spam mail to other users; that you will not imply that you are in any way endorsed by us, or that any statements you make are endorsed by us; that you will not collect or harvest personal information about other users whether or not for commercial purposes; that you will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, “scrape”, or in any way reproduce or circumvent the navigational structure of the Site or its contents; that you will not use other individuals’ copyrighted materials, trademarks, or other intellectual property without obtaining permission from the owner of the intellectual property; that you will not interfere with or disrupt our Site’s services, or the servers or networks connected to our services or the Site; that you will not attempt to recreate any part of the Site; that you will not modify, copy, distribute, adapt, frame, reproduce, republish, download, display, post, transmit, sell or reverse engineer, in any form or by any means, any content, in whole or in part, found on this Site without permission; that you are responsible for maintaining the confidentiality of your account and your password and access to your computer, and you agree to accept responsibility for all activities that occur under your Client Profile, you acknowledge that BOLI is not responsible for third party access to your Client Profile that results from theft or misappropriation of your Client Profile. You agree that you will not at any time or in any manner, directly or indirectly, use any of BOLI’s proprietary information for your own benefit, or divulge, disclose or communicate in any manner any information to any third party without the prior written consent of BOLI. You recognize and understand that a breach of this clause will be deemed a material breach of these Terms. BOLI reserves the right to terminate your Client Profile for not abiding by these terms or for any or no reason and/or to pursue legal action against you.
2.4 Client Ownership and Warranties. You acknowledge that you are the exclusive owner of the Client or authorized agent to the owner of the Client. You are solely responsible and liable for: the decision to become a Client with BOLI; fulfilling your obligations with respect to our Users; supplying all services specified to be provided; and payment of any taxes due and owing as described below. You agree to comply with the obligations specified in these Terms and any other obligations regarding the use of your Client Profile. You represent that you are an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation; and you are duly qualified to do business and is in good standing in each jurisdiction where the conduct of your business, provision of your goods and/or services, or the ownership of your property requires such qualification. You agree that these Terms reflect a legal, valid and binding obligation, enforceable against you. You agree to comply with all Laws applicable to its obligations under the Agreement. You further represent and warrant that you are registered for the collection of sales, use and other similar taxes in all states and localities in which goods and/or services will be made available pursuant to these terms if any, that you will collect and remit any and all applicable state or local sales, use, hotel occupancy, and other similar taxes that may apply; that you hold all necessary Regulatory Documents and Authorization Documents, if any, required to participate in BOLI; and that nothing herein would violate a pre-existing contract or obligation of yours. You understand and agree that you are solely responsible for backing up your data. You expressly understand and agree that any promotions, discounts, etc., that you make available on our Site to our Users must be honored by you even if this Agreement is terminated.
2.6 License to Your Content. You hereby grant BOLI a non-exclusive, worldwide, transferable, irrevocable, perpetual and sub-licensable license to use, copy, distribute, display and perform any trademarks, photographs, graphics, artwork, videos, sound clips, text, and other content or materials that you provide to BOLI in your Client Profile [“Your Content”] in any and all media or formats in connections with BOLI fulfillment of its rights and obligations under these Terms, including the promotion of Clients. BOLI may, in our sole discretion, include you in any press releases regarding the Services described herein or identify you as a participating Client and share the press release across all forms of social media.
2.7 Linked Sites. Any links to other websites [hereinafter, “Linked Sites”] are not under the control of BOLI and BOLI is not responsible for the contents of or services provided by any Linked Sites.
Section 3. Fees and Payments
3.1 Client Profile Fee. You agree to pay the fee(s) for the Services selected [the “Client Profile Fee”] to BOLI. For the Client Profile Fee the Fee represents a total sum that is due for the one (1) year period, although BOLI will permit You to pay said Fee on a monthly basis as a convenience only, if you fail to make said payments the full Fee for the one (1) year period will be due in full at that time.
3.2 Payments. Your first payment, if any, owed to BOLI will be due upon signing. All payments are non-refundable.
3.3 Other Services. Any additional services or purchases will be due to BOLI upon selecting of said service or purchase.
3.4 Taxes. You agree that you are liable for any tax obligations that may arise from any bookings or payments to you from use of the Site. You understand and agree that BOLI is not liable for any portion of these tax obligations and that BOLI is not qualified to offer tax advice.
Section 4. Term and Termination
4.1 Term. These Terms are effective on the date herein and will remain in effect for period of one (1) year unless BOLI earlier terminates this Agreement. You may not terminate this Agreement prior to the end of the one (1) year period. Any ancillary services are subject to the terms stated therein. This Agreement autorenews at the end of the one (1) year period on a month-to-month basis.
4.2 Termination. BOLI may suspend or permanently terminate your access to your Client Profile if you: (a) violate your obligations hereunder, including failure to make payment; (b) fail to uphold and/or honor any promotion for our Users; (c) violate any of the material terms of these Terms; or (d) otherwise misuse, repeatedly abuse BOLI standards, or in any way engage in conduct which BOLI, in its discretion deems to be misleading, unfair, deceptive or otherwise in bad faith, or for any reason at all. If your Client Profile is suspended or permanently terminated the Fee for the one (1) year period is still due in full to BOLI.
4.3 Survival of Relevant Provisions. All Terms and any sections of these Terms that are logically intended to survive expiration or termination of these Terms to achieve their intent shall survive without limitation, including, but not limited to your obligations to honor any promotions, discounts, etc., for our Users.
Section 5. BOLI DISCLAIMER OF ALL WARRANTIES
5.1 BOLI DISCLAIMER OF ALL WARRANTIES. ALL DATA AND INFORMATION FEATURED ON THIS SITE IS PROVIDED ON A STRICTLY “AS-IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, ACCURACY, COMPLETENESS, TRUTH, CURRENCY, RELIABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE SPECIFICALLY MAKE NO REPRESENTATION OR WARRANTY, AND ASSUME NO LIABILITY OR RESPONSIBIILITY REGARDING: (I) THE QUALITY OR AVAILABILITY OF ANY POSTINGS MADE BY YOU OR ANY OTHER USERS OF THE SITE; (II) WHETHER ANY BOOKINGS/BUSINESS WILL ACTUALLY OCCUR; (III) THE ABILITY OF YOU OR ANY OTHER USER OF THE SITE TO ENGAGE IN TRANSACTIONS WITH ANY OTHER USERS OF THE SITE; (IV) ANY DETAILS RELATING TO ANY TRANSACTIONS YOU MAY ENGAGE IN WITH ANY OTHER USER OF THE SITE; (V) THE FINANCIAL CONDITION OF YOU OR ANY USER OF THE SITE; OR (VI) COMPLIANCE WITH LOCAL, STATE AND FEDERAL LAWS BY YOU OR ANY OTHER USER OF THE SITE.
Section 6. Indemnification
6.1 Indemnification by Client. You, at your sole cost and expense, shall defend, indemnify and hold BOLI, its affiliated and related entities, and its successors and/or assigns, and any of their respective members, officers, directors, agents and employees, harmless from and against any third party claims, lawsuits, actions, proceedings or investigations [collectively, "Claims"] from and against any fees, costs, penalties, sanctions, damages, losses or expenses (including but not limited to attorney's fees and costs) [collectively, "Losses"] including, but not limited to, anything arising out of the following: (a) your (i) fraud, willful misconduct, or gross negligence or (ii) breach or alleged breach of these Terms; (b) any claim for state sales, use, hotel occupancy, or any other similar tax obligations (including any penalties, interest or other additions to tax) arising hereunder; (c) any claims by any other entity; (d) the goods and/or services provided by you, including but not limited to, any claims for false advertising, injuries, illnesses, damages, or death; (e) your provision of incomplete or inaccurate or information; (f) your Content; (g) any infringement, misappropriation, or other violation, of any patent, trademark, copyright, publicity, privacy, trade secret, or other right of any third party by you, your Content, or the use thereof; (h) any hacking or third party issues; and (i) any claim brought by a BOLI User for injury, illness, death, damages or otherwise.
6.2 Limitation of Liability. BOLI, nor its members, officers, agents, employees, affiliates, etc., shall be liable for any direct, incidental, consequential, special, indirect or punitive damages arising out of your access, or any other party’s access, to our Site. To the maximum extent allowed by applicable law, BOLI shall have no liability or responsibility for any errors, omissions, or inaccuracies in the content on the Site or information flowing through our Site.
6.3 Assumption of Risk. You acknowledge that your use of our Site and Services is at your own risk. We are not responsible for any financial or other obligation that may arise between you and another member of the Site or the public.
6.4 Waiver and Release. You hereby agree to waive any rights of recovery, under any theory of law, that you may have against BOLI, its members, officers, employees, agents, affiliates, etc. and to release BOLI from any claim on account of your use of the Site or Services. Any potential recovery is limited to the Client Profile Fee paid to BOLI, if any.
Section 7. Confidentiality
7.1 Confidential Information. You agree that (i) these Terms as set forth are confidential, (ii) any information designated by BOLI as "confidential," and (iii) any other information that the recipient should reasonably expect to be confidential under the circumstances shall be collectively deemed "Confidential Information." Confidential Information does not include information that (a) was, or becomes, publicly known through no action of the receiving party; (b) is already in the legitimate possession of the receiving party prior to its disclosure; (c) is obtained by the receiving party without a breach of any third party’s obligations or violation of Laws; or (d) is independently developed by the receiving party.
7.2 Obligation in Regards to Confidential Information. You shall take reasonable precautions to protect all Confidential Information and will only disclose Confidential Information to its employees on a need-to-know basis. Confidential Information may be disclosed to your third party merchants if they have signed a confidentiality agreement that requires them to protect the Confidential Information in at least the same manner specified in these Terms. If You disclose Confidential Information because it is required by Law, you shall promptly notify us and shall cooperate with us to limit the disclosure of the Confidential Information.
7.3 Irreparable Harm. You agree that, in the event of an actual, alleged or threatened breach of its confidentiality obligations established by these Terms, BOLI is likely to suffer immediate and irreparable harm, and may seek a temporary restraining order, injunction or other form of equitable relief without having to post any bond or other security.
Section 8. Intellectual Property Rights
8.1 BOLI IP. You acknowledge that BOLI owns all right, title, and interest, including all intellectual property rights, in the BOLI Site, trade name, logos, trademarks, and service marks, and any content, data, software, technology, tools, or business methods used by BOLI to develop, promote, market, sell, generate, or distribute and otherwise perform under these Terms [collectively the "BOLI IP"]. You understand that you may only use BOLI’s name, trademarks, and logos solely to publicize to your customers and potential customers the fact that you are a Client through our Site. This limited right to use BOLI's branding is applicable only until the Termination of the Agreement. Any use of BOLI IP shall comply with any BOLI usage guidelines posted on the BOLI Site. All goodwill and improved reputation in respect of and associated with the BOLI IP shall inure to the sole benefit of BOLI. Except as expressly set forth in these Terms, you have no right, license, title or interest in or to any BOLI IP, and shall not use, distribute, transfer, copy, download, display, modify, perform or create derivative works of the BOLI IP without the express written consent of BOLI. You shall not translate, reverse engineer, decompile or disassemble the BOLI IP. BOLI has the right to revoke the rights sets forth in this Section upon written notice to you reserves all rights not specifically granted.
Section 9. Customer Data
9.1 Customer Data. You acknowledge that BOLI owns all data collected by, or on behalf of BOLI pursuant to these Terms, including all information and data of individuals who may or do book with you ["Customer Data"]. Subject to applicable Laws and in accordance with BOLI policies and procedures, BOLI shall not provide you with access to Customer Data, except: (i) to the extent such specific data is necessary for you to provide the service requested by the BOLI User. Except to the extent required by Laws or otherwise authorized in writing by BOLI, you may not use Customer Data for any purpose other than those permitted hereunder. You shall, and shall ensure that any third parties you may work with, take commercially reasonable efforts to protect the security of Customer Data and comply with all Laws (and BOLI policies and procedures) relating to the processing of any Customer Data. If you become aware of, or suspect, any unauthorized access to or use of Customer Data, you shall immediately notify BOLI, and shall cooperate with BOLI in the investigation of such breach and the mitigation of any damages. You shall bear all resulting costs and expenses incurred by BOLI to comply with applicable Laws (including without limitation any data breach Laws). You agree that by using BOLI technology you may onboard individuals who are not BOLI User’s that BOLI will have access to and that BOLI is expressly permitted to sell, market, advertise or otherwise contact said individuals for any reason whatsoever. Upon termination or expiration of this Agreement, you shall, as directed by BOLI, destroy or return to BOLI all the Customer Data in your or your third parties possession.
Section 10. Insurance
10.1 Insurance. You represent and warrant that you have, and shall maintain at your expense and at all times during the term of these Terms, all types of liability insurance policies, with coverage in amounts that are customary for businesses of the same nature in your region, consistent with best industry practices, and sufficient to fully comply with applicable Law and fulfill your obligations under these Terms. You agree to provide proof of your maintenance of such policies and to list BOLI as an additionally insured with proof of same.
Section 11. Miscellaneous
11.1 Electronic Communications and Notices. You acknowledge that communications between the parties are often by electronic means. For contractual purposes, you hereby (a) consent to receive communications from BOLI in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that BOLI provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in writing. The foregoing does not affect your statutory rights. Any notice required or permitted hereunder shall be provided in writing, and shall be deemed delivered when (a) delivered by electronic mail to the then-current e-mail address in your Client Profile, or (b) regardless of whether or not actually received, when deposited in (i) the United States mail, postage prepaid, certified mail, return receipt requested, or (ii) a regional or national overnight courier service, addressed to the applicable party at the address set forth in your case, in your Client Profile, and, in our case, the address listed herein.
11.2 Force Majeure. BOLI shall not be liable for any default or delay in the performance of its obligations under these Terms due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, governmental shutdowns, pandemics, and other similar events, to the extent such event is beyond the reasonable control of BOLI and only for the duration of such event.
11.3 Relationship of the Parties. The parties hereto acknowledge that they are independent contractors. Nothing in these Terms shall be deemed or construed by the parties hereto, nor by any third party, as creating a joint venture, partnership, franchise, employee/employer, or an agency relationship between the parties. Neither party has the authority, without the other party's prior written approval, to bind or commit the other party in any way. You understand that BOLI is not a Client or co-Client of your goods and services.
11.4 Entire Agreement. These Terms constitute the entire understanding between the parties hereto and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. No part of these Terms may be amended or modified except by mutual written agreement of the parties. In the event of a conflict between these Terms and the terms of your Client, these Terms shall govern.
11.5 Captions. The captions used in this Agreement are for the convenience of the drafter only and will not be interpreted to enlarge, contract, or alter the terms and provisions of this Agreement.
11.6 Severability. If any term or provision of this Agreement is held to be void or unenforceable, that term or provision will be severed from this Agreement, the remainder of the Agreement will survive, and the balance of this Agreement will be reasonably construed to carry out the intent of the drafter as evidenced by the term of this Agreement.
11.7 Waiver of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
11.8.1 Governing Law. This Agreement and the rights and obligations of the parties under it are governed by and interpreted in accordance with the laws of the State of New York and the parties specifically agree to personal jurisdiction in the courts of Suffolk County (without regard to principles of conflicts of laws) and waive any such objection to personal jurisdiction or Client.
11.9 Assignment. You may not assign or transfer any of your rights, or delegate any of your obligations, under these Terms without BOLI prior written consent, and any attempt to do so shall be void and unenforceable.
11.10 Successors and Assigns; No Third Party Beneficiaries. These Terms shall be binding upon and inure to the benefit of, the parties and their respective permitted successors and assigns.
BRIDES OF LONG ISLAND, LLC
By: Heather Cunningham
Its: Managing Member