Last updated: January 25, 2019
Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the www.WorldClassWeddingVenues.com website (the "Service") operated by World Class Wedding Venues, Inc. ("us", "we", or "our"). Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.
By creating an Account on our service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.
Subscriptions and Privacy
Some parts of the Service are billed on a membership subscription basis ("Subscription(s)") for an (“Annual Fee”) in US dollars a year per venue, virtual, or vendor (“business”) listed. You will be billed on a recurring annual basis ("Billing Cycle") should you sign up and accept the Terms and Conditions of World Class Wedding Venues, Inc. Billing cycles are set on an annual basis and may occur the month prior to the expiration of your membership subscription. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or World Class Wedding Venues, Inc. cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting World Class Wedding Venues customer support team. A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide World Class Wedding Venues, Inc. with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize World Class Wedding Venues, Inc. to charge the annual Membership Subscription fee per business incurred through your account to any such payment instruments through the Merchant Account managed and secured by Authorize.Net. All Privacy of Credit Card Information shall be maintained and information shall not be shared, copied or stored by World Class Wedding Venues, Inc. Should automatic billing fail to occur for any reason, World Class Wedding Venues, Inc. will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
World Class Wedding Venues, Inc., in its sole discretion and at any time, may modify the Membership Subscription fees for the Member’s Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. World Class Wedding Venues Inc. will provide you with a reasonable prior notice of any change in any Membership Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Certain refund requests for Subscriptions may be considered by World Class Wedding Venues Inc., on a case-by-case basis and granted in sole discretion of World Class Wedding Venues. During the first thirty (30) days after signing up for the annual membership should the subscriber be unsatisfied with the services of WorldClassWeddingVenues.com, a full refund shall be granted only during the thirty (30) day period. Once the Thirty (30) days refund has expired, no refunds will be granted for the membership. The subscriber has the right to cancel the membership at any time; however, no refunds will be granted after the Thirty (30) day refund grace period has expired.
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics,virtual, videos, or other material ("Content"). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.
By posting Content on or through the Service, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, trademarks, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright or trademark agreements.
You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you, any third party posts, or World Class Wedding Venues, Inc. team posts, on or through the Service or for any content or material on your personal website or social media sites. However, by posting Content using the Membership Service you grant World Class Wedding Venues, Inc., “us” the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms and Conditions.
World Class Wedding Venues, Inc. has the right but not the obligation to monitor and edit all Content provided by users.
In addition, Contents found on or through this Service are the property of World Class Wedding Venues, Inc. and or used with permission by the Membership Service. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
Everything in the World Class Wedding Venues directory is credited back to photographers, venue owners, and product manufacturers as the owners of the property and is credited to avoid the issues of violating or violation of any copyright laws or trademark laws and may only to be used to provide a website link directly to the owners website or social media for advertising purposes. At any time should an owner of a photo, information that has been requested to be added by a consumer, should the business information be copied or pasted via social media accounts or other.
Shall the business request information to be removed or deleted from the advertising website link, World Class Wedding Venues, Inc. shall remove and delete the advertising link and no more links will be provided by World Class Wedding Venues to the venue, virtual, or vendor’s website or social media accounts. World Class Wedding Venues gives all rights and credits to each owner of any property which may be displayed on the www.WorldClassWeddingVenues.com and never claims to be the owner of the intelligential property which is 100% the property of the business described. World Class Wedding Venues will make all efforts to notify the business that a consumer has requested that the business be added to the directory by requests of wedding couples or others by email notification or phone call. Should the business asked to be removed from the directory advertising link on World Class Wedding Venues via unsubscribe or remove my business World Class Wedding Venues will immediately remove the business from the www.WorldClassWeddingVenues.com website. It is fully understood that it is never the intention of World Class Wedding Venues, Inc. to violate any copyright, trademark laws of any business or other person listed as advertising whether free listing or paid listing on the www.WorldClassWeddingVenue.com website as use the content as its own. All credits shall be credited to the owners of the intelligential property on the website and back links provided back to the owner of the property listed.
Accounts and Privacy
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You must maintain privacy of your account and passwords at all times.
You may not use as a username, the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of World Class Wedding Venues, Inc. and its licensors. The Membership Service provided by World Class Wedding Venues, Inc. is protected by Copyright, Trademark, and laws of the United States and foreign countries. Our Trademarks and Trade Dress may not be used in connection with any product or service without the prior written consent of World Class Wedding Venues, Inc.
Links To Other Websites
Our Service may contain links to third party websites, social media or services that are not owned or controlled by World Class Wedding Venues, Inc. World Class Wedding Venues, Inc. has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party websites, social media sites or services. We do not warrant the offerings of any of these entities/individuals or their websites or social media accounts.
You acknowledge and agree that World Class Wedding Venues, Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party websites, social media accounts or services. We strongly advise you to read the terms and conditions and privacy policies of any third party websites, social media sites or services that you visit.
We may terminate or suspend your account and bar access to the Membership Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms or Conditions.
If you wish to terminate your account, you may simply discontinue using the Membership Service. You may or may not be granted a refund.
All provisions of the Terms and Conditions, which by their nature will survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You agree to defend, indemnify and hold harmless World Class Wedding Venues, Inc. and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Membership Service, whether a Free or Paid Subscription, by you or any person using your account and password; b) a breach of these Terms and Conditions, or c) Content posted on the Membership Service.
Limitation Of Liability
In no event shall World Class Wedding Venues Inc., nor it’ directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Membership Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Your use of the Membership Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
World Class Wedding Venues, Inc. its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; d) the results of using the Service will meet your requirements; or e) the prices reflected for our Membership Services are subject to change.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
These Terms and Conditions shall be governed and construed in accordance with the laws of North Carolina, United States, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms and Conditions will not be considered a waiver of those rights. If any provision of these Terms and Conditions is held to be invalid or unenforceable by a court, the remaining provisions of these Terms and Conditions will remain in effect. These Terms and Conditions constitute the entire agreement between us regarding our Membership Service, and supersede and replace any prior agreements we might have had between us regarding the Membership Service.
We reserve the right, at our sole discretion, to modify or replace these Terms and Conditions at any time. We also reserve the right to modify or change the costs to use our Services. If a revision is material we will provide at least Thirty (30) days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Membership Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms and conditions, you are no longer authorized to use the Membership Service.
If you have any questions about these Terms and Conditions, please Contact Us. We are located in Rougemont, North Carolina, USA 27572 or feel free to call Monday – Friday Eastern Standard Time 9:00am – 5:00pm Call 1-919-937-7107
– Thank you very much- WCWV Wedding Team.
BY REGISTERING AND SIGNING UP TO WORLDCLASSWEDDINGVENUES.COM AS AN AFFILIATE PARTNER, THE AFFILIATE HEREBY AGREES, ACKNOWLEDGES, ACCEPTS AND AGREES TO THE TERMS AND CONDITIONS OF THIS AFFILIATE AGREEMENT (THE "AGREEMENT").
1. World Class Wedding Venues, Inc., a company incorporated under the laws of the United States and having its registered seat in North Carolina in the United States ("World Class Wedding Venues, Inc."), and
2. THE AFFILIATE, whose details are set out in the Affiliate Partner Registration Form (the Affiliate Partner Registration Form) (the "Affiliate").
(i) World Class Wedding Venues, Inc. operates an online business subscription system (the "System") through which participating businesses (collectively the "businesses", each a "business”) can list their business, and through which visitors can make requests at such businesses (the "Service");
(ii) World Class Wedding Venues, Inc. maintains and exploits its own websites (the "World Class Wedding Venues, Inc. Websites"), and also provides the Service and links to the Service on the websites of third parties;
(iii) the Affiliate owns, controls, hosts and/or operates one or more Internet domains and websites;
(iv) the Affiliate and World Class Wedding Venues, Inc. wish that the Affiliate makes the Service (directly or indirectly) available to its customers and visitors of the Affiliate Website(s) and in such form and on such terms and conditions as set out in this Agreement.
HAVE AGREED AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears:
"Affiliate" means the Party of which the relevant (contact) details are set out in Affiliate Partner Registration Form.
"Affiliate Group" means the Affiliate and the ultimate holding company of the Affiliate (including the group of companies or entities which are under the (direct or indirect) Control of (the ultimate holding company or shareholder(s) of) the Affiliate).
"Affiliate Partner Registration Form" means the online sign up and registration form to be completed by the Affiliate.
"Affiliate Website(s)" means the website owned, controlled, hosted and operated by the Affiliate on which the Service shall be made available which URL’s are set out in the Affiliate Partner Registration Form.
“Business(es)” means any venue, vendor, or other business that subscribes, or is interested in subscribing to, World Class Wedding Venues Inc. Website.
"World Class Wedding Venues, Inc. Competitor" means any direct or indirect competitor of World Class Wedding Venues, Inc.
"World Class Wedding Venues, Inc. Brands" means any term or keyword which is the same as or confusingly similar to (including any variations, translations, misspellings and singular/plural forms of).
"World Class Wedding Venues, Inc. Data" means the Intellectual Property Rights of World Class Wedding Venues, Inc. and the Content as provided to the Affiliate under this Agreement and such other information from time to time owned or used by World Class Wedding Venues, Inc. or embodied or included in World Class Wedding Venues, Inc. Websites or made available by World Class Wedding Venues, Inc. to the Affiliate (e.g. rates and availability).
"World Class Wedding Venues, Inc. Websites" means the website(s) of World Class Wedding Venues, Inc..
"Commission" means the amount in US Dollars that World Class Wedding Venues, Inc. will pay to the Affiliate for each Materialised Transaction, which amount shall be paid to the Affiliate prior to and independent of any payment made by the relevant business to World Class Wedding Venues, Inc..
"Connections" means all links, landing pages and/or XML feeds and/or deeplinks and/or hyperlinks, created, hosted and maintained by World Class Wedding Venues, Inc..
"Content" means all (descriptive) information of businesses available on the World Class Wedding Venues, Inc. Website including but not limited to business information and descriptions, guest reviews, meta data, details of facilities, policies and general terms of the businesses (including any translations thereof) and photos, video, pictures, but excluding rates and availability (including any updates, modifications, replacements, additions or amendments).
"Control" means the possession of the power or the ability to (directly or indirectly, alone or in concert with others, whether through the ownership of voting securities or other ownership interests, a partnership or otherwise) (i) exercise or cause to exercise more than one-half of the voting rights in the shareholders' meeting of a company, (ii) appoint more than one-half of the ((non-)executive) directors or supervisory directors of a company, or (iii) direct or cause the direction of management relating to a company.
"Customer Data" means the businesses' name, address (including email address), credit card details and such other confidential and private information of a business.
“Data Controller” means the party which determines the purposes and means of processing of personal data.
"Double Serving" means multiple ads on the same results page of a search engine with the purpose to direct traffic to similar websites or pages with similar content.
"Effective Date" means the date on which the Service is made available to the businesses on the Affiliate Website(s).
"Intellectual Property Right" means any patent, copyright, inventions, database rights, design right, registered design, trade mark, trade name, brand, logos, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (with whatever (country code) top-level domain, e.g. .com, .nl, .fr, .eu) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.
"Link" means an embedded icon, object, graphic, or text within a web page or email that consists of a hypertext pointer to the URL address of World Class Wedding Venues, Inc. on the Affiliate Website(s).
"Micro Site" means all white label versions of the primary website of World Class Wedding Venues, Inc., which are owned, created, hosted and maintained by World Class Wedding Venues, Inc.. The Micro Site may be marked with a 'powered by World Class Wedding Venues, Inc.' logo.
"Paid Search" means any form of online advertising that ties the presentation of an ad to a specific keyword-based search request.
"Parties" means World Class Wedding Venues, Inc. and the Affiliate (each individually a "Party").
"SEM" means search engine marketing and includes any form of online marketing that seeks to promote websites by increasing their visibility in search engine result pages through the use of search engine optimization, paid placement, contextual advertising or paid inclusion.
"SEO" means search engine optimization and includes the process of (i) improving the volume or quality of traffic to a web site or a web page from search engines via "natural" or un-paid ("organic" or "algorithmic") search results, or (ii) realizing or creating an improved or better ranking in search engine results for a specific keyword or keywords.
"Spamming Regulations" means any policies, regulations, restrictions or obligations as from time to time prescribed, declared applicable or announced by Third Party Platforms which (i) prohibit or prevent Double Serving, Cloaking or any similar technique or method, or (ii) contain such further restrictions or regulations in respect of spamming or preserving a unique user experience.
"Third Party Platforms" means any (third party) search engine (marketing provider), website, meta-search engine, search engines spiders, travel search sites, price comparison sites, social networking communities, browsers, content sharing and hosting services and multimedia blogging services or other (similar) channels or other forms of (traffic hosting) media, whether online or offline.
"Transaction Fee" means the fee received by World Class Wedding Venues, Inc. from each business for each Materialised Transaction.
"Visitor" means a visitor of the Websites that completed a contact request from the Service.
"Websites" means the website(s) of World Class Wedding Venues, Inc. and its affiliated companies and affiliated partners (including the Affiliate Website(s)) on which the product and service of World Class Wedding Venues, Inc. is available.
"XML" means an xml connection between the World Class Wedding Venues, Inc. database and the Affiliate’s database which can be provided by World Class Wedding Venues, Inc..
1.2 No Partnership
1.2.1 This Agreement is not intended, nor should anything herein or in any of the arrangements contemplated herein, be construed, to create a joint venture or the relationship of partners, partnership or principal and agent between or among the Parties. Unless the Parties agree otherwise in writing, none of them shall (i) enter into any contract or commitment with third parties as agent for or on behalf of the other Party, (ii) describe or present itself as such an agent or in any way hold itself out as being such an agent, or (iii) act on behalf of or represent the other Party in any manner, or for any purpose.
1.2.2 Unless agreed otherwise in writing by World Class Wedding Venues, Inc. or save as set out otherwise in this Agreement, the Affiliate shall not publish anywhere on the Affiliate Website(s) any statement, either express or implied, that the website is part of, endorsed by, or an official website of World Class Wedding Venues, Inc..
2. SCOPE OF THIS AGREEMENT
Subject to the terms and conditions of this Agreement, the Affiliate shall operate as a non-exclusive distributor (affiliate) of World Class Wedding Venues, Inc..
2.2.1 For the term of this Agreement, Parties have agreed that the Service shall be made available by World Class Wedding Venues, Inc. to the Affiliate as set out in Affiliate Partner Registration Form (i.e. Link, or Micro Site) and on the website(s) as set out in Affiliate Partner Registration Form (i.e. the Affiliate Website(s)).
2.2.2 When a subscription is made by a business on or through the Affiliate Websites through the System, World Class Wedding Venues, Inc. shall be solely responsible for the transmit of the relevant subscription details from the business who completed a subscription for the business (e.g. the name of business, description of business, photos, videos and other media, address and contact details such as phone number and email address) and (sending of) the subsequent (email) confirmation to the business.
2.2.3 The Service shall include customer services to and for the benefit of the visitor. The Affiliate shall promptly refer and/or forward all customer service related issues and questions in respect of the Service, (the consummation of) the booking (including any amendment or cancellation of the booking), the business and all other relevant (payment) issues, complaints and questions directly to (the customer service center of) World Class Wedding Venues, Inc. and not provide any further services in this respect.
2.2.4 The offer of the Service through Micro Site do not include the following features: temporary tests on World Class Wedding Venues, Inc. (other than the "test business" made available for the Affiliate Website(s)), visitor reviews and such other (new) features as World Class Wedding Venues, Inc. at its sole discretion may determine.
2.3 Link or Micro Site
2.3.1 In the event that the Service is made available through the Link, the Affiliate shall at its own costs integrate and make the Link available at such prominent place(s), web-pages and in such place, size and form on the Affiliate Website(s) as mutually agreed upon by Parties.
2.3.2 In the event that the Service is made available through the Micro Site, the Affiliate shall at its own costs integrate and make the Connections and/or the Micro Site available at such prominent place(s), web-pages and in such place, size and form on the Affiliate Website(s) as mutually agreed upon by Parties.
3.1 Mutual license
3.1.1 Subject to Clause 4.4, World Class Wedding Venues, Inc. hereby grants the Affiliate a non-exclusive, royalty free and worldwide right and license (or sublicense as applicable):
(a) to display such elements of the World Class Wedding Venues, Inc. Data and such further information of the businesses on the Affiliate Website(s), all as provided or made available by World Class Wedding Venues, Inc. to the Affiliate;
(b) to promote and market the Service subject to the terms set out in this Agreement.
3.1.2 The Affiliate hereby grants World Class Wedding Venues, Inc. a royalty free and worldwide right and license:
(a) to incorporate, integrate, include and display the Link, the Micro Site and/or the Connection (as applicable) on the Affiliate Website(s), and
(b) to make the Service available on the Affiliate Website(s).
3.2 No sublicense right and non-disclosure
3.2.1 Unless agreed otherwise in writing by World Class Wedding Venues, Inc., the Affiliate shall not (i) be entitled to sublicense the rights granted to it under Clause 3.1.1, or (ii) sublicense the Link or Connection to any third party, or (iii) hyperlink to the World Class Wedding Venues, Inc. Website via or in collaboration with (the websites of) companies within the Affiliate Group and/or third parties.
3.2.2 Unless agreed otherwise by World Class Wedding Venues, Inc. in writing or save as set out otherwise in this Agreement, the Affiliate shall not directly or indirectly be entitled to sell, use, transfer, (sub)license, communicate, disclose, make available, allow access to, divulge or otherwise disseminate the World Class Wedding Venues, Inc. Data or the Content (i) to any third party, (ii) for price/availability comparison purposes, sites, reviews or investigations, or (iii) for any other purpose other than (generating business requests through) the Service.
4. COVENANTS AND UNDERTAKINGS
4.1 General covenants, undertakings and obligations
4.1.1 Subject to the terms of this Agreement, the Affiliate agrees to use commercially reasonable endeavours to (i) customize the Affiliate Website(s) and integrate the Link, Connections and/or the Micro Site in such a way as to generate as much traffic as possible to the World Class Wedding Venues, Inc. Website or the Affiliate Website(s), and (ii) promote and market the businesses and the option to book businesses on the Affiliate Website(s) within its commercial and internal network and for this purpose shall make its distribution network and channels (e.g. its internet and intranet) available.
4.1.2 The Affiliate agrees not to take or omit to take any action which may affect World Class Wedding Venues, Inc.'s relationship with the businesses available on the World Class Wedding Venues, Inc. Websites. The Affiliate agrees not to cause or permit to be done anything which may cause World Class Wedding Venues, Inc. to be excluded from the process of booking with any business, moreover, the Affiliate shall not in a negative or detrimental way speak (i.e. badmouth) of or comment on (the business of) World Class Wedding Venues, Inc. and shall not persuade, induce or attempt to induce any business to terminate its contract with or reduce its dealings and business with World Class Wedding Venues, Inc..
4.1.3 The Affiliate agrees not to communicate with any business in respect of (consumed) subscriptions made through the System or for any customer service in respect of such subscriptions made through the System or consumed.
4.1.4 The Affiliate shall duly and diligently maintain and adjust the contents of the Affiliate Websites and shall keep the Affiliate Website(s) up-to-date and accurate. The Affiliate shall promptly correct any errors or omissions on the Affiliate Website(s) and in the information relating to the businesses after becoming aware of such errors or being notified by World Class Wedding Venues, Inc..
4.1.5 The Affiliate shall not programmatically evaluate and extract information (including guest reviews) from any part of the World Class Wedding Venues, Inc. Website (e.g. screen scrape).
4.1.6 The Affiliate shall not make any static copy of the Content or any part of the World Class Wedding Venues, Inc. Website on the Affiliate’s own server (including guest reviews).
4.1.7 The Affiliate shall not make any subscription for any business on the World Class Wedding Venues, Inc. Website or the Affiliate Website with the purpose of reselling such subscription to or for the benefit of a third party.
4.1.8 World Class Wedding Venues, Inc. will provide the Affiliate with a unique link to a secured website of World Class Wedding Venues, Inc. (the "Secured Website"), user ID and password which allows the Affiliate to monitor the booking of accommodation through the Affiliate Website(s) and all relevant management information made available by World Class Wedding Venues, Inc. online. The Affiliate shall safeguard and keep the user ID and password confidential and safely stored and not disclose it to any person other than those who need to have access to the Secured Website. The Affiliate shall immediately notify World Class Wedding Venues, Inc. of any (suspected) security breach or improper use.
4.1.9 The Affiliate agrees and acknowledges that the restrictive covenants, undertakings, commitments, obligations and restrictions set out in this Clause 4 are of material importance to World Class Wedding Venues, Inc., in particular for (i) its willingness to enter into this Agreement with the Affiliate and make the Service, the Content and the World Class Wedding Venues, Inc. Intellectual Property Rights (directly or indirectly) available to the Affiliate, and (ii) the protection of goodwill, product, service and (market) reputation of World Class Wedding Venues, Inc.. Furthermore, the Affiliate agrees and acknowledges that all covenants, undertakings, commitments, warranties, obligations and restrictions set out in this Clause 4 shall (a) be promptly, duly and diligently complied with by the Affiliate, and (b) also apply in respect of the companies within the Affiliate Group and the Affiliate shall procure, warrant and undertake that the companies within the Affiliate Group shall observe, adhere to, comply with and act in accordance with the terms and conditions set out in this Clause 4.
4.2 Goodwill and brand protection
4.2.1 In order to protect the product, service, brand and goodwill of World Class Wedding Venues, Inc., the Affiliate hereby covenants, undertakes and warrants that the Affiliate Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate or companies within the Affiliate Group) save for the Micro Site, is (and shall remain) sufficiently and substantially distinct and different from the World Class Wedding Venues, Inc. Website (to be determined at World Class Wedding Venues, Inc. sole discretion). The Affiliate hereby agrees and acknowledges that for the term of this Agreement and continuing thereafter:
(a) the look and feel of the Affiliate Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate) shall be distinctly and significantly different to the World Class Wedding Venues, Inc. Website including in respect of the color scheme, the composition, the typefaces, the design and the layout (including the brand), the (click) buttons, boxes and banners and the available features (save for those features reasonably required for the performance of the Affiliate’s obligations under this Agreement);
(b) any logo(s) used on the Affiliate Website(s) (including all other websites owned, controlled or hosted by the Affiliate) shall be distinctly different to the World Class Wedding Venues, Inc. logo (save for any logo that may be provided by World Class Wedding Venues, Inc. for use by the Affiliate under or pursuant to this Agreement);
(c) the Affiliate shall not in any way imitate or copy the World Class Wedding Venues, Inc. Websites (in general or in respect of certain (new) features, pages, form, composition or aspects), and
(d) the Affiliate shall promptly comply at its own costs with any reasonable subscription with World Class Wedding Venues, Inc. to make such (further) changes, alterations or amendments to any aspect of the Affiliate Website(s) which is or can be regarded to be confusingly or significantly similar to any element of the World Class Wedding Venues, Inc. Website.
4.3 Intellectual Property Rights
4.3.1 The Affiliate acknowledges that World Class Wedding Venues, Inc. and/or its licensors shall retain ownership of all rights, title and interest in and to all Intellectual Property Rights of World Class Wedding Venues, Inc. or embodied in the World Class Wedding Venues, Inc. Website, including (but not exclusively) the World Class Wedding Venues, Inc. logo and the Content.
4.3.2 The Affiliate shall not (directly or indirectly) disclose, integrate, include, use, combine, exploit, incorporate or otherwise make the World Class Wedding Venues, Inc. Data (or any part thereof) available (a) with its own content and/or the content of any World Class Wedding Venues, Inc. Competitor (including the businesses), or (b) to or for the benefit of (i) itself (save for enabling the Service and the System in accordance with the terms of this Agreement), or (ii) any third party (including any World Class Wedding Venues, Inc. Competitor and the businesses) (whether for the promotion of, marketing of, reference to, promotion of, advertising of or otherwise in the interest of or to such party), or (c) for any other purpose or in any other manner and/or on or through Third Party Platforms except as expressly provided for in this Agreement. The Affiliate shall not amend, alter, modify, distort, create derivative and/or new works based on and/or derived from the World Class Wedding Venues, Inc. Data and the World Class Wedding Venues, Inc. Data shall not include a (direct or indirect) link, reference, click-through or reference to (the website of) a World Class Wedding Venues, Inc. Competitor (including the businesses). Upon termination or expiration of this Agreement, the Affiliate shall destroy, delete or upon request of World Class Wedding Venues, Inc. return all World Class Wedding Venues, Inc. Data (including all hard and soft copies).
4.3.3 The Affiliate shall (and shall procure that the companies within the Affiliate Group shall) not (directly or indirectly) register, acquire, use, purchase or obtain Internet domain name which incorporates any word or words which are identical, or confusingly or substantially similar to "World Class Wedding Venues" or any variations, translations or misspellings thereof, included as part of the address.
4.3.4 By entering into this Agreement, World Class Wedding Venues, Inc. does not (explicitly or tacitly) waive or forfeit any of its rights to which it is entitled by any law, contract or otherwise (now or in the future) in respect of the World Class Wedding Venues, Inc. Intellectual Property Rights vis-à-vis the Affiliate or other third parties.
4.4 Promotion and marketing
4.4.1 During the term of the Agreement, the Affiliate agrees and warrants that it shall not (and shall procure that companies within the Affiliate Group shall not) conduct, undertake, use, perform or exercise (or have or authorize third parties (to) conduct, undertake, use, perform or exercise) (a) Paid Search, SEM or SEO activities, (b) any activity to unfairly influence the results of Third Party Platforms, or (c) any other form of online targeted advertising (whether directly, indirectly, or via or through Third Party Platforms) in respect of:
(i) the Service;
(ii) the World Class Wedding Venues, Inc.Website;
(iii) the Content;
(iv) the World Class Wedding Venues, Inc. Data;
(v) the World Class Wedding Venues, Inc. Brands;
(vi) the Business Brands (unless the owner of such Business Brand has given its prior written consent to the Affiliate for the use of that specific Business Brand), or
(vii) the Affiliate Website to the extent that the Paid Search, SEM, SEO or other online targeted advertising activities are related to (a) the subscription of Accommodation (whether through the Service or otherwise), or (b) information in respect of Accommodation.
Clause 4.4.1 in respect of paragraph (i) up to and including (v) shall survive termination of this Agreement.
4.4.2 The Affiliate shall not use, exploit or otherwise employ, directly or indirectly, any Third Party Platforms, to seek to avoid or circumvent its covenants, obligations or restrictions under this Agreement or those restrictions or covenants of which the Affiliate could reasonably expect that any such actions fall under the scope of this Agreement.
4.4.3 The Affiliate shall not exploit or use the Content for any purpose or in any manner and/or on or through Third Party Platforms except as expressly provided for in this Agreement.
4.4.4 During the term of this Agreement (and continuing thereafter in respect of the World Class Wedding Venues, Inc. Brands and the World Class Wedding Venues, Inc. Data) the Affiliate shall immediately comply with any subscription with World Class Wedding Venues, Inc. to adhere to and comply with this Clause 4.4.
4.5 No Double Serving or Cloaking
4.5.1 The Affiliate Websites shall not be (directly or indirectly) linked to the World Class Wedding Venues, Inc. Websites due to Double Serving or any similar technique or method or such other restrictions as set out in any Spamming Regulations.
4.5.2 In the event that the Service is made available through the Link or the Micro Site, the Affiliate shall not make the Service (directly or indirectly) available through or use for this purpose travel search sites or price comparison sites, unless agreed otherwise in writing by World Class Wedding Venues, Inc..
4.5.3 The Affiliate shall not (directly or indirectly) make the Affiliate Website(s), the Content or the Service available or present the Content, to the Third Party Platforms with the intention or purpose of or by (trying to) mislead(ing), deceive (deceiving), trick(ing) or fool(ing) human editors, computer search engine spiders, web-crawlers or (meta) search engines (including any similar tools or engines) of Third Party Platforms in order to give the Affiliate Website(s) a higher ranking or display when it would not otherwise be displayed or higher ranked if it would not have been using Cloaking or any similar technique or method.
4.5.4 The Affiliate covenants, undertakes and warrants to promptly adhere to, observe and comply with the Spamming Regulations (and all reasonable subscriptions made with World Class Wedding Venues, Inc. in this respect) in order to avoid any breach by World Class Wedding Venues, Inc. or the Affiliate Website(s) of such policies due to or in respect of the Affiliate Website(s). For the avoidance of doubt, the Affiliate cannot enforce any rights in this respect towards or vis-à-vis World Class Wedding Venues, Inc. and hereby waives any (right of) defense or claims against World Class Wedding Venues, Inc. in this respect.
4.6.1 The Affiliate agrees not to contact, solicit or accept any business (i) as its business partner for subscriptions (directly or indirectly) on or through the Affiliate Website(s), (ii) for sale of advertisement space or other (online) advertisement or marketing purposes (whether through banners, click-through, (text) links, pop-ups or otherwise) on the Affiliate Website(s), or (iii) for any other reason.
4.7 Similar domain names
4.7.1 In the event that the Affiliate has or uses a domain name (confusingly) similar to the World Class Wedding Venues, Inc. Brands (the "Similar Domain Name") for the Affiliate Website(s) (to be determined at World Class Wedding Venues, Inc. discretion) or in the event that the Affiliate wishes to register, acquire, use, purchase or obtain a Similar Domain Name (subject to World Class Wedding Venues, Inc. prior written approval), the following applies. The Affiliate shall (and shall procure that the companies which it Controls shall) not, directly or indirectly:
(a) bid on or purchase internet placement rights for the Similar Domain Name or any part or similarities thereof in any manner in any of its advertising, including but not limited to, internet and web advertising.
(b) include the Similar Domain Name or any part thereof, or similar variations, translations or misspellings, in the meta tags of any web site code. This includes the meta title, meta keywords or meta description.
(c) purchase, obtain or use, directly or indirectly, any keywords from Third Party Platforms so as to redirect traffic to the Similar Domain Name, and
(d) purchase the Similar Domain Name or any part thereof, or any variations, translations or misspellings thereof, for use in text links, banner ads, pop-up ads or any other type of ad that could be associated with a keyword campaign.
4.7.2 In respect of Similar Domain Names other than the Affiliate Website, Parties have agreed that (i) all such Similar Domain Names shall be directly linked to the Affiliate Website through or via a direct re-direct and not actively be available or online for whatever purpose, and (ii) the Affiliate (nor any of the Affiliated Group) shall not in any way (online or offline) market, promote, dispose, sell, offer, advertise, (sub)license, make available, allow access to, refer to, publish or distribute the Similar Domain Names.
4.9 Commission split
4.9.1 World Class Wedding Venues, Inc. will pay the Affiliate for each Materialised Transaction the Commission, 25%, for each subscription created through the link on the Affiliate’s site.
4.9.2 The Percentage Commission Split applied to all Materialised Transactions for which the subscription was made in the month and will be re-evaluated on a monthly basis and selected from the table based on the number of Materialised Transactions in month n-2.
5.0 Self-invoicing and invoice
5.0.1 World Class Wedding Venues, Inc. operates, and the Affiliate accepts, a "self-invoicing" system for any Commission owed to the Affiliate.
5.0.2 On or before the 5th business day of each month (the actual date being the "Release Date"), World Class Wedding Venues, Inc. shall provide the Affiliate with a credit invoice stating the Commission payable that month (the "Invoice").
5.1 Payment and transfer Commission
5.1.1 World Class Wedding Venues, Inc. shall pay Commission to the Affiliate on a monthly basis, 60 days after the end of the month in which the business subscribes.
5.1.2 All Commission payments shall be made by direct bank transfer, into the bank account specified by the Affiliate in the Affiliate Partner Registration Form, or into any other bank account that the Affiliate may notify to World Class Wedding Venues, Inc. from time to time.
5.1.3 World Class Wedding Venues, Inc. is at all times entitled to cease and suspend its (payment) obligations (including offering and enabling the Service) until it has been able to identify and verify (screen) the Partner (including the relevant parties that own and/or control the Partner).
6. FRAUDULENT SUBSCRIPTIONS
6.1 Parties agree that when calculating the compensation due to the Affiliate, fraudulent subscriptions will not be taken into account as Materialised Transactions (each a “Fraudulent Subscription”).
6.2 In the event that World Class Wedding Venues, Inc. has been informed by the accommodation partner of an (alleged) Fraudulent Subscription or if it otherwise has reason to believe that the relevant subscription concerns a fraudulent subscription, World Class Wedding Venues, Inc. is entitled to either reconcile (and adjust) the issued credit invoice before payment has been made or issue a debit invoice after payment has been made by World Class Wedding Venues, Inc. (latter shall be subject to Clause 6.3)
6.3. To the extent that the Affiliate has incurred costs in connection with a Fraudulent Subscription (i.e. issuance of any loyalty/membership points/rewards under its loyalty program to the relevant customer who made a fraudulent subscription or shared commission with a sub-affiliate partner (if applicable)) and in order to avoid the issuance of a debit invoice, the Affiliate shall reclaim the relevant paid/granted funds, rewards/points/etc. Insofar the Affiliate (acting in good faith) cannot reasonably reclaim the relevant funds or rewards/points/etc. (e.g. points have been spend) or is legally not entitled to reclaim the relevant funds or rewards/points/etc., it shall be entitled to the relevant commission for the Fraudulent Subscription and World Class Wedding Venues, Inc. shall cancel the debit invoice. Parties shall in good faith discuss the situation to resolve the situation and fraudulent behaviour in an amicable manner.
7. REPRESENTATIONS AND WARRANTIES
7.1 Affiliate warranties
The Affiliate hereby represents and warrants to World Class Wedding Venues, Inc. that for the term of this Agreement:
(i) the Affiliate has all necessary rights, title to, power and authority to own, operate and use the Affiliate Website(s) (including the relevant domain name(s)) and to include the Link, the Micro Site or the Connection (as applicable) on the Affiliate Website(s);
(ii) the Affiliate Website(s) shall not (a) violate Spamming Regulations, public policy and morals, or (b) contain any inappropriate, improper or unlawful content, reference, material, information, links or banners (e.g. in respect of porn or racism), defamatory statements, elements which violate the privacy of third parties or are abusive, offensive or obscene;
(iii) the Affiliate holds and has complied with all permits, licenses and other governmental authorisations necessary for conducting, carrying out and continuing its operations and business, and
(iv) the Affiliate is an independent contractor for all purposes, and will be responsible and liable for its own taxes, social contributions and all other tax related matters.
7.2 Parties warranties and undertakings
7.2.1 Each Party represents and warrants to the other Party that for the term of this Agreement:
(i) it has the full corporate power and authority to enter into and perform its obligations under this Agreement;
(ii) it has taken all corporate action required by it to authorise the execution and performance of this Agreement;
(iii) this Agreement constitutes legal valid and binding obligations of that Party in accordance with its terms.
7.2.2 Each Party shall use its commercially reasonable efforts to protect and safeguard its Website(s).
7.3.1 Except as otherwise expressly provided in this Agreement, neither Party makes any representation or warranty, express or implied, in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter. World Class Wedding Venues, Inc. provides the Service on an "as is" and "as available" basis.
7.3.2 Each Party acknowledges the difficulties inherent to the use of the Internet, in particular, varying speeds and congestion in the network can cause interruptions and difficulties in accessing a Website. Each Party excludes any and all liability in respect of the other Party which is related to any (temporary (scheduled or unscheduled) and/or partial or wholly) breakdown or downtime (for maintenance, updates or otherwise) of the Websites, the Secured Website, the System and/or the Service.
8. INDEMNIFICATION AND LIABILITY
Each Party (the "Indemnifying Party") shall be liable towards, and compensate, indemnify and hold the other Party (the "Indemnified Party") harmless for and against any direct damages, losses (excluding any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any special, indirect or consequential losses and/or damages), liabilities, obligations, costs, claims, claims of any kind, interest, penalties, fines, legal proceedings and expenses (including, without limitation, reasonable attorneys’ fees and expenses) actually paid, suffered or incurred by the Indemnified Party pursuant to:
(i) a breach of this Agreement by the Indemnifying Party, or
(ii) any claim from any third party based on any (alleged) infringement of the third party's Intellectual Property Right by the Indemnifying Party.
8.2 Maximum liability
8.2.1 Save as otherwise provided for in this Agreement, the maximum liability of a Party for all claims made against such party by the other Party under or in connection with this Agreement in a year shall not exceed the aggregate commission received or paid by such Party in the preceding year or USD 100,000 (whichever is higher), unless in the event of fraud or wilful misconduct of Indemnifying Party, in which event the limitation of liability is not applicable for such liable party.
8.3 Third Party Claim
In the event of a third party claim, the indemnified Party shall promptly notify the other Party and Parties shall act in good faith and use their commercially reasonable efforts to consult, cooperate and assist each other in the defence and/or settlement of such claim, whereas the indemnifying Party shall be entitled to take over a claim and assume the defence and settlement (in consultation and agreement with the indemnified Party and with due observance of both Parties' interests), and neither Party shall make any admission, file any papers, consent to the entry of any judgment or enter into any compromise or settlement without the prior written consent of the other Party (which shall not unreasonably be withheld, delayed or conditioned).
8.4 Waiver of consequential damages etc.
In no event shall any Party be liable to the other Party for any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any indirect, special, punitive, incidental or consequential damages or losses whether such damages are alleged as a result of a breach of contract, tort or otherwise. All such damages and losses are hereby expressly waived and disclaimed.
8.5 Notwithstanding contrary in this Agreement, Partner shall:
(i) be fully responsible and liable for any infringement of applicable data protection, ePrivacy or marketing laws, legislation, regulations or codes when promoting the Services as permitted under the Agreement; and
(ii) shall fully indemnify World Class Wedding Venues, Inc. for any damages, losses, claims, costs and fines suffered by or imposed on World Class Wedding Venues, Inc. as a result of a breach of this Clause 8.5.
9. TERM, TERMINATION AND SUSPENSION
9.1 Term, termination and suspension
9.1.1 Unless agreed otherwise, this Agreement shall commence on the date hereof for indefinite period of time.
9.1.2 Each Party may terminate this Agreement with immediate effect at any time and for any reason, by written notice to the other Party.
9.1.3 Each Party may terminate this Agreement or suspend this Agreement in respect of the other Party, with immediate effect and without a notice of default being required in case of:
(a) a material breach by the other Party of any term of this Agreement;
(b) (filing of a request for) bankruptcy or suspension of payment (or similar action) in respect of the other Party, or
(c) a (direct or indirect) change of Control in respect of the other Party.
9.1.4 This Agreement will terminate automatically in the case that no Materialized Transactions are effected in a period of 12 consecutive months.
9.1.5 Upon termination of this Agreement World Class Wedding Venues, Inc. shall continue to pay to the Affiliate any outstanding Commission in accordance with Article 5 for a period of 12 months after the termination date, on the condition that World Class Wedding Venues, Inc. has the correct contact and banking details for the Affiliate during that period. Should the Affiliate fail to claim any unpaid Commission within that 12 month period, such failure shall constitute an effective waiver of the Affiliate’s right to claim such Commission.
9.1.6 Upon termination and save as set out otherwise, this Agreement shall absolutely and entirely terminate and cease to have effect without prejudice to Party’s rights and remedies in respect of an indemnification or a breach by the other party of this Agreement. Clause 4.1.2, 4.1.5, 4.1.6, 4.1.7, 4.2, 4.3, 4.4.1, 4.9.4(c), 9, 10, 11, 12, 13 and 14 shall survive termination of this Agreement.
9.1.7 In the event of (alleged) fraudulent activities by the Partner (or parties related to or using the Service through the Partner) or insofar required by law, court order, (semi) governmental instruction or orders, arbitrational decision (or similar ruling), subpoena, World Class Wedding Venues, Inc. reserves the right to suspend its (payment) obligations under the Agreement (including pay out of any (cashback) fee, commission or other amount to the Partner or any third party) and any (pre)paid amount under or related to (fraudulent) activities shall be repaid within 14 days after a subscription there to by World Class Wedding Venues, Inc.).
10. BOOKS, RECORDS AND AUDIT RIGHT
10.1 Books and records
10.1.1 The systems, books and records of World Class Wedding Venues, Inc. (including Extranet, faxes and/or emails) shall be considered conclusive evidence in respect of the amount of the Commission due to the Affiliate under this Agreement.
10.2 Audit right
10.2.1 If World Class Wedding Venues, Inc. in good faith has reason to believe that the Affiliate has breached its obligations in respect of this Agreement, World Class Wedding Venues, Inc. may audit such systems, records and books (of account) of the Affiliate for the purpose of verification, review, and investigation (as applicable) of the obligations of the Affiliate under this Agreement, in accordance with the following:
(a) Parties shall promptly appoint an independent certified auditor (the "Auditor"), reasonably acceptable to both Parties, who will be permitted to conduct an audit in respect of the relevant ((alleged) breached) covenant, undertaking, warranty or obligation under this Agreement.
(b) Parties shall provide the Auditor with all such information, data, co-operation, assistance and access to books and records of account, documents, files and papers and information stored electronically as the Auditor may reasonably request for the purpose of completing the scope of his/her assignment in a timely manner.
(c) The Auditor will provide both Parties with a copy of his/her report (the "Report") which Report shall provide for the results and finding of the audit.
(d) Audits will be conducted on business days during regular business hours.
(e) World Class Wedding Venues, Inc. shall bear the costs and expenses of the Auditor unless the Auditor determines otherwise on the basis of reasonableness and fairness.
11.1 Parties understand and agree that in the performance of this Agreement, each Party may have access to or may be exposed to, directly or indirectly, confidential information of the other party whether before, on or after the date of this Agreement which is any information that would be regarded as confidential by a reasonable business person including (without limitation) information relating to the business, transactions, information in respect of rate, product and availability parity, conversion data, the terms of this Agreement, finances, affairs, clients, suppliers, plans, proposals, proprietary products, software, incl source codes, or trade secrets and trading prospects (the "Confidential Information"). Confidential Information shall be treated as private and confidential and not disclosed to any (third) party except as set out in this Agreement
11.2 Each Party agrees that:
(a) all Confidential Information shall remain the exclusive property of the disclosing party, and the receiving party shall not use it for any purpose, except in furtherance of this Agreement,
(b) it shall use prudent methods to ensure its employees, officers and agents (the "Permitted Persons") maintain the security of the Confidential Information,
(c) it shall ensure that Permitted Persons do not
(i) copy, publish, or divulge the Confidential Information to any third party, or
(ii) use or store it in an unprotected retrieval system or data base (other than pursuant to the terms hereof), and
(d) it shall return or destroy all ((hard and soft) copies of) Confidential Information upon written request of the other Party.
11.3 Notwithstanding the foregoing,
(a) Confidential Information shall not include any information to the extent it
(i) is or becomes part of the public domain through no act or omission on the part of the receiving party,
(ii) was possessed by the receiving party prior to the date of this Agreement,
(iii) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, and
(b) each Party may disclose the other party's Confidential Information:
(i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or
carrying out its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, officers, representatives or
advisers to whom it discloses the other party's Confidential Information comply with this clause 10. For the avoidance of doubt, World Class Wedding Venues, Inc. may
share confidential information with its affiliated group companies; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12. PRIVACY AND SECURITY
12.1. Parties shall use commercially reasonable efforts to safeguard the confidentiality and privacy of any personal data processed in the context of this Agreement and to protect it from unauthorized use or release. Save as otherwise provided in this Agreement, each Party agrees to comply with the applicable (data and ePrivacy) laws, rules and regulations of the jurisdiction where such Party is incorporated (including (if applicable) the EU member state law implementing Directives 95/46/EC, 2002/58/EC (as amended or replaced) on the processing of personal data and the protection of ePrivacy, and the EU General Data Protection Regulation.
12.2. The Affiliate understands and agrees that World Class Wedding Venues, Inc. shall solely be a data controller of any personal data collected and further processed by World Class Wedding Venues, Inc. in the context of this Agreement.
12.3. Affiliate understands and agrees that World Class Wedding Venues, Inc. shall process any personal data collected and relating to Affiliate and/or any persons acting on its behalf in accordance with the World Class Wedding Venues, Inc. privacy statement for business partners available on https://www.worldclassweddingvenues.com/terms-and-conditions. Affiliate agrees to have obtained any necessary consent for the collection and use of personal data by World Class Wedding Venues, Inc. in the context of the Agreement relating to any person acting on behalf of Affiliate.
13.1.1 All notices and communications must be in English, in writing, and sent by facsimile or nationally recognized overnight air courier to the applicable facsimile number or address set out in this Agreement. Notices are deemed delivered and received upon successful facsimile transmission or one business day after the date of delivery by a recognized overnight air courier.
If to World Class Wedding Venues, Inc.:
World Class Wedding Venues, Inc.
Attn. World Class Wedding Venues, Inc.
P.O. Box 71
Please contact us via https://www.worldclassweddingvenues.com/contact
If to the Affiliate:
Any notice or communication to be provided to the Affiliate under this Agreement shall be sent to the email address as provided by the affiliate in the
Affiliate Partner Registration Form.
13.2 The Affiliate shall clearly include in all correspondence (e.g. in the reference or subject line) its assigned Affiliate ID number.
13.2 Covenant and undertaking
13.2.1 Each Party shall, at its own costs and expenses, use all reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable law or upon reasonable request of World Class Wedding Venues, Inc., and execute and deliver such instruments of assignment, transfer, deeds, documents and other papers, as may be reasonably required to carry out the provisions of this Agreement or perform under or in accordance with the Agreement.
13.3 Whole Agreement
13.3.1 This Agreement (including the schedules, annexes and appendixes, which form an integral part of this Agreement) constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, ((non) binding) offers, undertakings or statements regarding such subject matter.
13.4 Assignment and third party beneficiary
13.4.1 Neither party shall be entitled to assign, transfer, encumber any of its rights and/or the obligations under this Agreement without the prior written consent of the other party, provided that World Class Wedding Venues, Inc. may assign, transfer, encumber any of its rights and/or the obligations under this Agreement (in whole or in part or from time to time) to an affiliated company without the prior written consent of the Affiliate.
13.4.2 This Agreement is concluded for the benefit of the Parties and their respective successors and permitted assigns, and nothing herein is intended to or shall implicitly confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement, except to the extent explicitly stated otherwise in this Agreement.
13.5 Partial invalidity
13.5.1 If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions hereof. In that event, the Parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
13.6 Execution, performance and effect
13.6.1 The Agreement only enters into force and effect upon written confirmation of acceptance and approval of the Affiliate by World Class Wedding Venues, Inc.. By registering and signing up to the World Class Wedding Venues, Inc. partner programme as affiliate partner, the Affiliate agrees, acknowledges and accepts the terms and conditions of this Agreement.
13.7.1 In respect of (or as an award for) the execution, delivery, sealing, registration, filing of, and/or the execution, performance or delivery under or pursuant to, this Agreement, the Affiliate (including its employees, directors, officers, agents or other representatives) shall (i) not directly or indirectly (a) offer, promise or give to any third party (including any governmental official or political party('s official, representative or candidate)), or (b) seek, accept or get promised for itself of for another party, any gift, payment, reward, consideration or benefit of any kind which would or could be construed as bribery or an illegal or corrupt practice, and (ii) comply with all applicable laws governing anti-bribery and corrupt gifts and practices (including the U.S. Foreign Corrupt Practices Act and the UK Anti-Bribery Act).
13.9 GOVERNING LAW AND JURISDICTION
13.9.1 Governing law
This Agreement shall be exclusively governed by and construed in accordance with the laws of the United States.
Any disputes arising out or in connection with this Agreement shall exclusively be submitted to and dealt with by the competent court in North Carolina, the United States.