These Membership Ad Terms & Conditions (the “Terms”) apply to the advertising product or membership subscription that you (“Member”) purchased and are incorporated therein. These Terms apply to all online, social, print and in person event promotion (collectively “the Services”) provided by the Wed Society Company (“WS Company”) listed on your Member Advertising Contract and/or included on the payment link you used to purchase advertising products or your membership subscription.
1. Agreement and Payment. Member agrees to pay for its membership, advertising and promotion in accordance with the terms set forth in its Member Advertising Contract which are incorporated herein. All fees or deposits are non-refundable. Payments delinquent beyond 30 days will be assessed a late fee as set forth in the Member Advertising Contract.
2. Advertising Specs and Positioning. Member acknowledges that it has read WS Company’s advertising specs and understands that all advertisements must meet specifications set forth therein. Positioning of digital or print advertisements, including location or competitive separation, is at the sole discretion of WS Company, unless otherwise agreed in writing. All special placement/positioning for print advertisements incurs a 15% fee.
3. Ad Design and Ad Late Fees. Ad design services are available as stated in your Member Advertising Contract. Untimely submission of print ad materials, if applicable, shall result in a late fee as set forth in the Member Advertising Contract. Ad design fees, if applicable, will be billed separately. Member understands that print ad materials are due by the Ad Materials Deadline as set forth in your Member Advertising Contract.
4. Wedding Features. Member may have the opportunity to be listed as a featured vendor on weddings published online/social or in print if the couple used Member’s product, service or venue and Member is not otherwise delinquent on payments. Member understands and acknowledges that it may not be listed if the person who used Member’s product, service or venue fails to submit complete wedding details to Company or fails to list Member as a vendor. Company will make its best efforts to ensure complete details are received from couples and appropriate credit given to Member but shall not be subject to any liability whatsoever for any failure to list Member. Further, Member understands that Company cannot guarantee feature weddings without Member actively submitting their weddings for publishing consideration directly to WS Company via its submission form. Further, if wedding features are included in the terms of the promotion package, Member understands that it must proactively submit photos and/or videos to WS Company via the WS Company’s submission form in order to ensure it has weddings published.
5. Website + Social. Member consents to being promoted and listed on WS Company’s website + social channels and any of its affiliate website + social channels, including Wedsociety.com and any subdomains. Member may also submit images for use on the WS Company’s website and social channels. By submitting images to WS Company for use on WS Company’s Website, Member acknowledges that it has obtained all appropriate releases and has full rights to re-release said images to WS Company for reproduction and use by WS Company and agrees to indemnify and hold WS Company harmless for use of said images.
6. Wedding Concierge & Content Collection. Based on the terms of the ad package, Member may have wedding images for weddings they were connected to shared with them by WS Company via a portal for Member’s use with their own marketing initiatives. The web resolution versions of images collected are made available for download to the Member via their portal for the duration of the membership term. Member acknowledges that WS Company will curate and provide a selection of the best images particularly focused on showcasing Member’s product/service along with other imagery from the wedding but it will not provide entire galleries or access to any and all images. Member further acknowledges that it may not receive images for weddings collected if the photographer does not consent to sharing. Through receipt of shared imagery, Member agrees to provide photo credit with any and all use of the images thereafter. WS Company has no obligation to store and provide access to images collected on Member’s behalf upon expiration of the membership term. WS Company will make its best efforts to ensure wedding content is collected for Member but shall not be subject to any liability whatsoever for any failure to collect wedding content if there is a lack of wedding events to pursue collecting.
7. Promotion Discretion. Member agrees and acknowledges that WS Company shall curate and determine direction, including but not limited to content and image selection, for all promotion for Member. Member further understands that WS Company’s policy relating to promotion, including Instagram and other social endorsements, is to ensure that Member is a substantial focus of the content shared yet could include other vendors. To ensure spotlight coverage, Member understands that it must purchase appropriate add-ons such as Spotlight Instagram posts or Spotlight Blogs.
8. Additions/Deletions to Ads. If Member requests that WS Company make additions, deletions or alterations to print advertisements previously supplied by Member and WS Company agrees to make such additions, deletions or alterations, Company shall bear no liability in connection with such additions, deletions or alterations.
9. Restrictions on Republication. Member agrees that any advertisements published may be included in all media of WS Company, Wed Society, LLC, or Wed Society Franchise, LLC, whether now in existence or hereafter developed, and thereby reproduced, distributed, displayed or transmitted in whole or in part.
10. Right to Reject Advertisement. WS Company, Wed Society, LLC and Wed Society Franchise, LLC reserve the right, at their absolute discretion and at any time, to cancel any advertising or advertising copy, in whole or in part, whether or not the same has already been acknowledged and/or previously published. WS Company, Wed Society, LLC and Wed Society Franchise, LLC further reserve the right to remove advertisements containing matters that Company or its clientele deem objectionable.
11. Google Reviews. Member consents to having their Google business review data displayed on their profile on wedsociety.com for the duration of their contract term. Member understands that reviews may only appear for their business if they have a Google Business profile properly set up with review data. The scope of Google review information displayed on WS Company’s website is subject to Google’s terms of use and Company may change the format or how information is shared with or without notice to Member.
12. Non-Liability/Acts of God. WS Company shall not be subject to any liability whatsoever for any failure to publish, circulate or perform all or any part of this Agreement because of acts of war (whether or not declared), terrorism, strikes, accidents, fires, acts of God, weather, pandemics or epidemics or any other circumstances not within the control of the WS Company.
13. No Assignment/Resale. Member shall not resell, assign or transfer any of its rights hereunder. Any attempt by Member to resell, assign or transfer such rights shall result in immediate and automatic termination of this Agreement, without liability to WS Company.
14. No Warranty. WS COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES OFFERED, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
15. Release and Indemnity. Member warrants that it will obtain all necessary releases, as needed, for use of any advertisement and any images or content delivered to WS Company for use by WS Company, including but not limited to use on wedsociety.com or social media channels, in addition to all other media which may include electronic dissemination, advertising, promotion, and marketing for the WS Company, Wed Society, LLC or Wed Society Franchise, LLC. Member further warrants and represents that it will indemnify and hold WS Company, Wed Society, LLC and Wed Society Franchise, LLC, its licensees and assigns, harmless from and against any and all claims, damages, liabilities, costs and expenses arising out of any claims regarding the use of the advertisement, images or content delivered to WS Company or any other matters addressed by or related to this Agreement.
16. Ownership of Copyright. The copyright in any advertisement or editorial content created by the WS Company is owned by the WS Company and may not otherwise be used by the Member without the WS Company’s prior written consent.
17. Agency Commissions. Rates set forth above for advertising space are net. Member and agency are jointly and severally liable for the payment of invoices and all other obligations in connection with advertising published hereunder.
18. Cancellations. If Member cancels the advertisement, in whole or in part, for any reason, Member agrees to pay in full for said advertisement at the rate set forth in its Member Advertising Contract. Further, if said advertisement has already been submitted to WS Company, WS Company makes no guarantee that such advertisement will not be printed in its publication or disseminated online and assumes no liability with respect to such advertisement.
19. Attorneys’ Fees. In the event a dispute should arise in which one party seeks to enforce its rights under this Agreement or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorneys’ fees, in addition to any costs or expenses incurred. Member agrees to reimburse WS Company for any attorneys’ fees and costs it may incur in collecting any unpaid charge or portion of the charge for any advertisement.
20. Arbitration. Except in cases of collection of amounts due for advertising under this Agreement for less than $10,000, any claim or controversy arising among or between WS Company and Member and any claim or controversy arising out of or respecting any matter contained in this Agreement or any difference as to the interpretation of any of the provisions of this Agreement shall be settled by arbitration in Oklahoma City, Oklahoma by a single arbitrator under the then prevailing rules of the American Arbitration Association. In any arbitration involving this Agreement, the arbitrator shall not make any award which will alter, change, cancel or rescind any provision of this Agreement and the arbitrator’s award shall be consistent with the provisions of this Agreement. Any such arbitration must be commenced no later than six (6) months from the date such claim or controversy arose or will be forever barred. The award of the arbitrator shall be final and binding and judgment may be entered in any court of competent jurisdiction.
21. Construction. No term or condition other than those set forth in the Member Advertising Contract and these Terms incorporated herein relating to advertising shall be binding on WS Company, unless in writing signed by all legal owners of the WS Company. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof, and all past courses of dealing or industry custom. In the event that any one or more provisions herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.
22. Termination. In the event of a material breach by Member, WS Company may terminate this Agreement immediately without notice or cure period, without liability to Company. In the event of termination, Member shall remain liable for any amount due for such advertisement and such obligation to pay shall survive the termination of this Agreement.
23. Law. This Agreement shall be governed and construed in accordance with the laws of the State of Oklahoma, without giving effect to principles of conflicts of law.