Terms and Conditions
IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY CLICKING ON THE “I AGREE” (OR SIMILAR) BUTTON THAT IS PRESENTED TO YOU AT THE TIME OF YOUR PURCHASE, OR OTHERWISE USING THE SOFTWARE, SERVICES OR PRODUCTS, YOU BECOME A PARTY TO THIS AGREEMENT AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW.
TERMS: Effective as of your first payment, and, unless terminated in accordance with this Agreement, your Affiliation with VirtualHoneymoon shall continue for a period of twelve (12) months (the “Term”). The Agreement will renew automatically on an annual basis thereafter unless either party provides thirty (30) days’ written notice before the end of that Term of its intent not to renew. If you are paying monthly, this is a convenience to you; all Terms are based upon a period of twelve (12) months and are non-refundable. OTHER AFFILIATES: Notwithstanding anything to the contrary contained herein, VirtualHoneymoon reserves the right, in its sole discretion, to allow other entities to become Affiliates, for different fees, a combination of cash/non-cash consideration, or for no consideration at all, as it deems are in the best interests of VirtualHoneymoon.
GRANT OF ADVERTISING AND PROMOTIONAL RIGHTS.
During the Term, VirtualHoneymoon hereby grants to Affiliate a non-exclusive, royalty free, non- transferable license to use VirtualHoneymoon’s name, logo, symbols and service/ trademarks (the “Brand") on its marketing and promotional materials. All Brand materials (e.g., text, graphics, photos, designs, trademarks, service marks, tradenames, or other content) provided, leased, or licensed to the Affiliate are the sole property of VirtualHoneymoon, and the Affiliate has no ownership or other intellectual property rights in or to such items. Affiliate understands and agrees that its access to the Link grants it access to VirtualHoneymoon's proprietary and valuable intellectual property and trade secrets. It shall not utilize its knowledge, familiarity and/or use of this information to directly or indirectly develop a competing product to VirtualHoneymoon.
VirtualHoneymoon.com's website and all materials contained therein and coding related thereto, and in particular the Affiliate Fee shall remain confidential at all times, during and after the Term. VirtualHoneymoon and Affiliate hereby agree to hold in confidence and not disclose any terms and conditions of this Agreement not made a public record, unless the party desiring to disclose the information receives prior written consent of the non-disclosing party; Affiliate understands and agrees that use of any of VirtualHoneymoon's methods, coding, or proprietary know-how is infringement and as such, VirtualHoneymoon shall be granted injunctive relief if VirtualHoneymoon believes that Affiliate may be breaching its rights therein.
COMPLIANCE WITH LAWS.
Affiliate shall at all times comply with all federal, state and local laws, ordinances, regulations and orders that are applicable to the operation of its business, this Agreement and its performance hereunder. Without limiting the generality ￼ ￼ of the foregoing, Affiliate shall at all times, at its own expense, obtain and maintain all certifications, credentials, authorizations, licenses and permits necessary to conduct its business relating to the exercise of its rights and the performance of its obligations under this Agreement. Copyright/Use Of Materials All content which is defined as any information, data, text, messages, articles, software, methods or processes, photos, videos, graphics, music, sounds and any other material or services that are found on this site excluding Member Content. By accepting this agreement, you agree that all content on the site is the property of the site owner and is protected by U.S. and international copyright laws that protect the compilation of the content and its Content suppliers. If you knowingly chose to modify or add any images, videos or music, you are responsible to have full authorization to use and will credit the correct parties; any legal issues arise from non- authorized usage, you accept full responsibility. Misrepresentation of Trademarks displayed on this website is strictly prohibited.
This Agreement may be terminated: (a) by Affiliate, for convenience, on provision of thirty (30) days’ written notice before the end of the then-current Term to VirtualHoneymoon; (b) by either party for a material breach of any provision of this Agreement by the other party, if the other party’s material breach is not cured within thirty (30) days of receipt of written notice thereof; or (c) by VirtualHoneymoon at any time and without prior notice and without affecting the Affiliate Fees due hereunder for the Term, if Affiliate is convicted of any crime or offense, fails or refuses to comply with VirtualHoneymoon’ written policies or reasonable directives, or is guilty of misconduct in connection with performance under this Agreement or with its clients. Affiliate may, of course, discontinue use of the Link at any time during a then-current annual subscription period, but such discontinuation does not relieve Affiliate of the obligation to pay any outstanding Affiliate Fees owed, and no credits or refunds will be issued for prepaid fees.
INDEMNITY; RISK ALLOCATION.
Affiliate shall indemnify and hold harmless VirtualHoneymoon, its agents, officers, directors and employees, against all third party claims, losses, costs, damages and expenses (including reasonable attorneys' fees) relating to Affiliate’s use of the Link or Affiliate’s website. Affiliate specifically acknowledges that (i) it has no expectation and has received no assurances that any investment of time or money as an Affiliate will be recovered or recouped or that it will obtain any anticipated amount of revenue by virtue of this Agreement, and (ii) it will not have or acquire, by virtue of this Agreement or otherwise, any vested, proprietary or other right in VirtualHoneymoon.com or in any “goodwill” therein, and (iii) that VirtualHoneymoon makes no promises or representations with respect to its website, vendors, matches or the like, including availability of the website. THE PARTIES ACKNOWLEDGE THAT ALL PORTIONS OF THIS AND THE FOLLOWING TWO SECTIONS HAVE BEEN INCLUDED AS A MATERIAL INDUCEMENT FOR VIRTUALHONEYMOON TO ENTER INTO THIS AGREEMENT AND THAT IT WOULD ￼ NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE TERMS SET FORTH HEREIN. LIMITED WARRANTY. ALL VIRTUALHONEYMOON PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES. SPECIFICALLY, VIRTUALHONEYMOON MAKES NO WARRANTY AS TO THEIR USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIRTUALHONEYMOON, AND ITS OWNERS, SUPPLIERS AND VENDORS, DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE PRODUCTS AND SERVICES, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY CONTAINS SPECIFIC LEGAL RIGHTS. THERE MAY BE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/ JURISDICTION. VIRTUALHONEYMOON (AND ITS AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) DOES NOT WARRANT THAT THE PRODUCTS/ SERVICES ARE ACCURATE, RELIABLE OR CORRECT, THAT THEY WILL MEET YOUR OR YOUR CLIENTS' REQUIREMENTS, THAT THEY WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THEY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. DISCLAIMER OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VIRTUALHONEYMOON (OR ITS OWNERS, AGENTS, DIRECTORS, OR EMPLOYEES), OR VIRTUALHONEYMOON’S LICENSORS, SUPPLIERS OR VENDORS BE LIABLE TO AFFILIATE, ITS CLIENTS, OR ANYONE ELSE FOR: (A) ANY LOSS OF USE, DATA, REPUTATION, PROSPECTIVE PROFITS OR ANTICIPATED INCOME OR MARKETING BENEFIT, GOODWILL, OR PROFITS OR ON ACCOUNT OF ANY EXPENDITURES, INVESTMENTS, LEASES, OR COMMITMENTS MADE BY AFFILIATE OR FOR ANY OTHER REASON WHATSOEVER, BASED UPON OR GROWING OUT OF THE AFFILIATION DETAILED HERE, EVEN IF IT HAS BEEN NOTIFIED OF THE POSSIBILITY, IF IT WAS OR WAS NOT FORESEEABLE, OR IN THE EVENT OF THE FAILURE OF AN EXCLUSIVE REMEDY; (B) ANY LOSS OR DAMAGES IN CONNECTION WITH TERMINATION OR SUSPENSION OF ACCESS TO VIRTUALHONEYMOON PRODUCTS IN ACCORDANCE WITH THIS AGREEMENT, AND (C) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), INCLUDING THOSE (X) RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT FORESEEABLE, (Y) BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT ￼ OR WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR (Z) ARISING FROM ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH USE OF OR ACCESS TO THE SERVICES, AND ANY TRAVEL- RELATED ISSUE DIRECTLY OR INDIRECTLY TIED TO THE USE OF VIRTUALHONEYMOON. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, AND VIRTUALHONEYMOON'S TOTAL LIABILITY IN ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO ONE HUNDRED (100) US DOLLARS. THIS LIMITATION WILL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE LIABILITY EXCEEDING THE AMOUNT AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Both parties shall remain at all times independent contractors and nothing in this Agreement shall be deemed to create a joint venture, partnership, or agency relationship between the parties. Neither party has the right or authority to bind, commit, or otherwise obligate the other, in any manner whatsoever, except as contemplated herein. In the event a party uses the terms “partner”, “marketing partner”, “partnership”, or similar designation to describe to prospects the relationship between the parties under this Agreement, such party shall make explicitly clear to such prospect or other third party that this Agreement neither expressly nor impliedly creates a legal partnership, joint venture or similar association. The use of the term “partner” by either party likewise does not create, nor is it intended to create, any such legal partnership, joint venture or similar association.
Any controversies between the parties shall be discussed between them with the aim of resolving such controversies, each using reasonable judgment. Except with respect to collections issues, which shall be submitted to a court in Sonoma County, California, if the conflict cannot be resolved after such discussion, both parties agree to submit the controversy to arbitration, and the decision of the arbitrator shall be final and binding, and the arbitrator’s order may be entered in any court of competent jurisdiction and enforceable thereby. The prevailing party shall have all fees and costs paid for by the other party, in addition to any other relief it may be awarded. Both parties expressly agree to the application of California law, without regard to its conflict of laws rules, and exclusive venue and personal jurisdiction in Sonoma County, CA. Service may be made by commercial courier with tracking capabilities (e.g., UPS).
Except for payment obligations, neither party shall be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, terrorist attacks, earthquakes, accidents, strikes, fuel or energy, sickness, Internet or server issues, computer viruses, or the like. In the event of any such delay, any period of time for action by said party may be deferred for a period sufficient to resume normal business activities.
ENTIRE AGREEMENT; AMENDMENT.
This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and supersedes other agreements between them, written or oral, relating thereto. No oral statements or prior written material, including email, not specifically incorporated shall be of any force and effect. No change or modification of this Agreement shall be valid unless the same is in writing, signed by the parties or their respective successors or assigns in ink/DocuSign or similar contract signing software.
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
REPRESENTATIONS AND WARRANTIES.
The Parties each represent and warrant as follows: (a) each Party has full power, authority, and right to perform its obligations under the Agreement; (b) this Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies); (c) entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party. The Affiliate hereby represents and warrants as follows: (a) its obligations under this Agreement and its website will be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and Affiliate shall obtain all permits or permissions required to comply with such laws, rules, or regulations; (b) its obligations under this Agreement shall be performed by the Affiliate or the Affiliate’s staff, and VirtualHoneymoon shall not be required to hire, supervise, or pay any assistants to help the Affiliate; (c) Affiliate is responsible for paying any and all ordinary and necessary expenses of its staff and business liabilities when due; and (d) its website is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, and violate any applicable laws, rules, or regulations.
LAWS AFFECTING INTERNET COMMERCE.
From time to time, governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Each Party agrees that it is solely responsible for complying with such laws, taxes, and tariffs. OPPORTUNITY TO REVIEW. Affiliate hereby declares that it has had sufficient opportunity to review this Agreement, understand the content of all of its clauses, negotiate its terms and seek independent professional legal advice in that respect before entering into it. Consequently, any statutory “form contracts” (“adhesion contracts”) regulations shall not be applicable to this Agreement.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
RESERVATION OF RIGHTS.
VirtualHoneymoon reserves the right at any time to cease the support of VirtualHoneymoon.com and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics. We may update or modify this Agreement from time to time, including any referenced policies and other documents. If we modify this Agreement, the modified version of Agreement will be effective upon the next Term. In this case, if you object to the updated Agreement terms, as your exclusive remedy, you may cancel your Affiliate Agreement.