THE WALPOLE WEDDING COMPANY
ADVERTISER SUBSCRIPTION AGREEMENT

Terms and Conditions
This Advertiser Subscription Agreement along with the Business Terms outlined in Schedule A (collectively, the “Agreement”) is by and between The Walpole Wedding Company LLC, a Massachusetts limited liability company, having its principal place of business at PO Box 765 Walpole 02081 (“WWC”), and the individual or corporate entity identified in the signature box below (“Advertiser”) and is effective as of the date on which Advertiser submits valid credit card payment details (“Effective Date”).

1. Provision of Services. During the term of this Agreement and in consideration of the fees paid by Advertiser, WWC shall provide the specific advertiser benefits outlined in the attached Business Terms regarding placement and content of Advertiser’s bridal vendor listing and related information (the “Services”) on WWC’s website, www.rusticbride.com (the “Site”). Advertiser agrees that the purchase of such Services hereunder are contingent upon neither the delivery of any future functionality or features nor on any oral or written public comments made by WWC regarding future functionality or features.

2. Advertiser Content. In order for the Services to be performed, Advertiser shall provide content specific to the Services to facilitate the creation of webpage content (“Advertiser Content”). Such Advertiser Content may include without limitation providing images, descriptions of vendors and other text, or links to third party social media sites. Advertiser will submit Advertiser Content to WWC for approval and upload to the Site. WWC relies on Advertiser, and Advertiser is solely responsible, for the accuracy, quality, integrity and legality of Advertiser Content. If a third party alleges that any Advertiser Content breaches that party’s rights, WWC in its sole discretion may take any action it deems reasonable, including without limitation (i) suspend the Services, (ii) remove the Advertiser Content from the Site, or (iii) terminate this Agreement upon thirty (30) days written notice.

3. No Exclusivity. No exclusivity privilege is granted to either party under this Agreement. WWC may contract with other vendors, service providers and advertisers for the procurement of preferred advertiser benefits similar or comparable to the Services provided by WWC hereunder. Likewise, Advertiser may solicit advertising space, sponsored or otherwise, from any third parties.

4. Ownership of Intellectual Property

(a) WWC. Unless otherwise specified in writing, all materials that are part of the Site are owned, controlled, or licensed by WWC and its licensors and are protected by law from unauthorized use. The entire contents of the Site are copyrighted under the United States copyright laws and/or similar laws of other jurisdictions. Advertiser does not acquire any ownership rights by receiving the Service, or downloading material from or uploading material to the Site. Advertiser agrees not to copy, redistribute, publish or otherwise exploit material from the Site, except as expressly permitted herein, without the express prior written permission of WWC.

(b) Advertiser. Advertiser shall retain ownership of all Advertiser Content submitted to WWC in connection with the Services. Advertiser hereby grants to WWC a limited, non-exclusive, worldwide, royalty-free license, to use all Advertiser Content disclosed, submitted, or offered to WWC in connection with the Services, in whichever manners so outlined in the Business Terms, including, but not limited to, to reproduce, modify, create derivative versions of, distribute, publicly display and publicly perform such Advertiser Content, in any and all forms and media necessary to facilitate provision of the Services and properly update the Site to accommodate such Advertiser Content.

5. Modifications. WWC reserves the right, at any time, for any reason, to modify the Site. Modifications shall be effective immediately upon their posting on the Site. Advertiser shall be deemed to agree to and accept any such modifications by Advertiser’s continued use of the Site following such changes. Additionally, WWC reserves the right, at any time, for any reason, to modify the Business Terms, by providing notice as provided in this Agreement.

6. Fees; Payment (Enhanced Services and Premium Services)

(a) Fees. As consideration for WWC’s rendering of the Enhanced Services and Premium Services, Advertiser shall pay WWC the fees specified in Schedule A (hereinafter, the “Fees”). The payment process for Enhanced Services and Premium Services shall commence immediately upon Advertiser’s submission of valid credit card information and shall ordinarily be completed within two (2) business days. WWC shall commence rendering Enhanced Services or Premium Services when the payment process has been completed and WWC has received payment. All payments are final and non-refundable.

7. Term; Termination. The term of this Agreement shall be one year commencing on the Effective Date and shall automatically renew for one year unless terminated by either party in writing at least two days before expiration. Either party may terminate this Agreement for any or no reason, at any time through the term upon 30 days written notice to the other party; provided, however, WWC reserves the right to suspend any services immediately upon notice of infringement by a third party, non-payment of renewal Fees by Subscriber, or any similar event within WWC’s reasonable discretion. Upon termination of this Agreement, the following sections shall survive: Sections 4, 7, 8, 9, 10 and 11.

8. Warranties; Disclaimers.

(a) Each party represents and warrants that (i) it will perform its obligations under this Agreement in accordance with all applicable laws, rules, regulations and orders; (ii) it has the legal right and authority to enter into and perform this Agreement; and (iii) this Agreement forms a binding legal obligation on behalf of such party. The individual accepting this Agreement on behalf of each party represents and warrants that he or she is duly authorized and has full authority to execute and deliver this Agreement.

(b) Advertiser represents and warrants that all Advertiser Content, including marketing materials, brand information, logos, press releases, photographs, documents or other items or information regarding Advertiser and its venue and any services provided by Advertiser (a) complies with all applicable laws, rules, regulations and orders; (b) is owned by Advertiser or that Advertiser has license to use and distribute all such Advertiser Content; and (c) contain on those trademarks which Advertiser has the right to use. Advertiser agrees that it is completely responsible for all Advertiser Content supplied to WWC.

(c) ADVERTISER EXPRESSLY AGREES THAT USE OF THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAWS WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER WWC NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “WWC PARTIES”) WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, UNCORRUPTED, SECURE AGAINST CYBER ATTACKS, TIMELY, OR ERROR-FREE.

(d) THE WWC PARTIES FURTHER MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SITE, SERVICES OR ADVERTISER CONTENT (INCLUDING WITHOUT LIMITATION ANY DESCRIPTION OF ANY VENDOR, VENUE OR PROGRAM) WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, OR TIMELY.

(e) The Service and the entire contents of the Site are provided for informational purposes only. Any Advertiser Content provided to users by WWC as a result of the Services does not constitute an endorsement or warranty of any bridal vendor, venue or program or any advertiser, product, service, opinion, or other information that may be referenced on or through the Site.

9. Indemnification; Damages. Advertiser shall, at its cost and expense, defend, indemnify and hold harmless the WWC Parties from and against any and all third party liabilities, claims, demands or suits in connection with (a) Advertiser’s collecting, distributing, selling or marketing Advertiser’s data through the Services or any Advertiser Content on the Site; (b) Advertiser’s negligence or willful misconduct; (c) any financial loss or physical damage, or any other loss whatsoever resulting from Advertiser’s provision of its services to a user, including without limitation loss of deposits, physical injury on Advertiser premises, Advertiser false advertising, fraud or infringement of any third party intellectual property rights; or (d) Advertiser’s violation of this Agreement or applicable laws. WWC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to defense and indemnification by Advertiser. Advertiser shall not in any event consent to the entry of any judgment or settle any claim, action or other matter relating to the Services without the prior written consent of WWC.

10. Limitation of Liability. THE WWC PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, THE USE OR MISUSE OF SUBMISSIONS OR CONTENT IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, WHETHER OR NOT THE WWC PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, AND A DETERMINATION IS MADE THAT WWC IS LIABLE, THE PARTIES AGREE THAT THE CAP ON SUCH LIABILITY, AND THE MOST THE WWC PARTIES WOULD BE LIABLE TO ADVERTISER FOR, IS THE AMOUNT ADVERTISER HAS PAID WWC IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH ADVERTISER FIRST ASSERTED ANY SUCH CLAIM. FOR THE AVOIDANCE OF DOUBT, UNDER NO CIRCUMSTANCES WILL THE WWC PARTIES BE LIABLE TO ADVERTISER FOR MORE THAN THE AMOUNT ADVERTISER HAS PAID WWC IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH ADVERTISER FIRST ASSERT ANY SUCH CLAIM.

11. Miscellaneous.

(a) Governing Law; Venue. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to conflicts of laws principles. Each party consents and agrees that all disputes arising under this Agreement shall be brought in the state or federal courts located within the Commonwealth of Massachusetts, and each party irrevocably waives any objection such party may have as to the venue of any such proceeding brought in such court as an inconvenient forum.

(b) Notices. All notices required to be provided by WWC under this Agreement shall be delivered by WWC to Advertiser via email to the email address provided by Advertiser, except such notices required by Section 9 (Indemnification) may also or alternatively be delivered by Certified U.S. Postal mail or any nationally recognized mail delivery service return receipt and signature required. It is Advertiser’s responsibility to keep a current email and postal mailing address on file with WWC. All notices required to be provided by Advertiser to WWC shall be delivered via Certified U.S. Postal mail, or any nationally recognized mail delivery service, in any case both return receipt and signature required.

(c) Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations hereunder (except payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action earthquakes, material shortages or any other cause which is beyond the reasonable control of such party.

(d) Waiver. The failure of either party to exercise any right or option arising out of a breach of this Agreement shall not be deemed a waiver of any right or option with respect to any subsequent or different breach or the continuance of any existing breach.

(e) Severability. Each provision of this Agreement shall be interpreted in such fashion as to be effective and valid under applicable law. If any provision of this Agreement is declared void, unenforceable or invalid all remaining provisions shall remain in full force and effect.

(f) Assignment. Each party agrees not to assign this Agreement or the rights or obligations hereunder without the prior written consent of the other party, which consent may be withheld in such party’s sole discretion, and any attempted assignment in violation of this provision shall be void and of no force or effect.

(g) Independent Contractors. WWC and Advertiser shall perform their obligations hereunder as independent contractors. Nothing herein is intended to, or shall be construed to create a partnership, agency, joint venture, employment or similar relationship between the parties. Neither party has any right or ability to bind or enter into any obligation on behalf of the other. Each party shall bear its own costs and expenses of its performance of its obligations under this Agreement.

(h) Entire Agreement. This Agreement, together with the Business Terms attached hereto, states the entire agreement between the parties regarding its subject matter and supersedes and terminates any prior oral or written proposals, agreements or other communications between the parties regarding the subject matter. Except as stated in Section 5 (Modifications), this Agreement shall not be modified except by written amendment signed by a duly authorized representative of each party.

THE WALPOLE WEDDINGS COMPANY
ADVERTISER AGREEMENT
SCHEDULE A — BUSINESS TERMS

These Business Terms are incorporated as Schedule A to the Advertiser Subscription Agreement between WWC and Advertiser. Any capitalized terms not defined herein shall have the meaning specified in the Agreement. In the event that any terms herein conflict with the Agreement, the terms of the Agreement shall control.

1. Basic Listing: Free

2. Enhanced Listing: $250/year

3. Premium Listing: $350/year

Updated December 5, 2017