Vendor Terms of Service

TERMS AND CONDITIONS

1) THE AGREEMENT.

LastMinuteWed.com, operated by TLC Weddings, LLC, DBA: Last Minute Wed (“LastMinuteWed”) and the Contracting party (“Vendor”) enter into this Marketing Services Agreement (“Agreement”) to protect both the Vendor and LastMinuteWed and to reflect the understanding and agreement of both parties. This agreement supersedes any prior written or oral agreements between the parties. Any changes/cancellation made to this Agreement must be made in writing and signed by all parties. In submitting their listing information to Last Minute Wed, the Vendor agrees that their submission is valid in place of an electronic signature and accepts the following as a binding contract.

2) LENGTH OF TERM.

All subscriptions require a commitment of 12 months. All subscriptions will automatically renew for successive 12-month periods unless written notification is received from the Vendor at least 30 days prior to the end of the then-current 12-month term.

Last Minute Wed Reserves the right to cancel Vendor’s 12 month subscription and remove the listing on LastMinuteWed.com at any time. In this case, the Vendor will not be charged from that time that the listing is removed from LastMinuteWed.com.

3) PAYMENTS/FEES.

The Vendor is responsible to pay LastMinuteWed as per this Agreement. The Monthly Fee will be automatically billed to the Vendor’s preferred payment method once a month after the trial period. In the event payment has not been received within two weeks of being invoiced, LastMinuteWed reserves the right to cancel the Agreement without exception and without notice and to remove the Vendor’s listing on LastMinuteWed.com (as well as any other marketing).Payment will still be due to avoid legal action. If the listing is removed, it will be reinstated when the payment information is updated. The Vendor will still owe any subscription fees for the time that the listing was removed due to non-payment.

A late payment fee of $20 will be charged per month that payments within the Term Dates are not paid. Should legal action be required, the Vendor shall be required to reimburse LastMinuteWed’s costs (including any travel costs) and reasonable attorneys’ fees incurred in the enforcement of this Agreement. The Vendor acknowledges that if there are processing errors with their preferred payment method that several charges may be made to their card in a single month to get them up to date with any late or listing fees. LastMinuteWed does not offer refunds for any reason unless a payment had been made outside of the Subscription Term.

Should Vendor place a stop payment/ cancel a previously made payment/ dispute a payment that was made inside of the Subscription Terms (The monthly fee for the length of the Term as described above), LastMinuteWed shall have the right to charge the Vendor an additional $15.88 in Dispute Fees per disputed/canceled/stopped payment and take action via court if necessary for repayment. As is stated above, the Vendor shall be required to reimburse LastMinuteWed’s costs (including any travel costs) and reasonable attorneys’ fees incurred in the enforcement of this Agreement.

All legal disputes will be governed in the state of California.

4) DISPLAY RIGHTS.

LastMinuteWed reserves the right to use photos and descriptions as provided by the Vendor for promotion, display, advertisement, Internet, publication, exhibition, airing, newsletter, contests etc. The Vendor waives any right to payment, royalties or any other consideration for the use of the images. The Vendor agrees that they have the rights/ permissions to use the materials (photos, video, biography, etc.). The Vendor concedes that all materials used prior to canceling with LastMinuteWed will not be removed from any then current websites (LastMinuteWed.com/Facebook/Pinterest/Instagram, etc.)

5) PROVIDED SERVICES.

LastMinuteWed will create a custom web page on LastMinuteWed.com for the Vendor. It will include: 1-5 high resolution images, a Company name and description, a link to the Vendor’s preferred URL, and a listing of discounts for the viewers to use (submitted by the Vendor).

LastMinuteWed makes no guarantees for clickthroughs or bookings.

It is the Vendor’s responsibility to provide all requested information including (but not limited to): photos, descriptions, links, discounts, etc. to LastMinuteWed no later than one week after submitting the form. Failure to do so will result in LastMinuteWed selecting imagery, etc. for the Vendor and LastMinuteWed will not be held responsible for any compromises in quality.

6) CONFIDENTIALITY.

Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Party known by it during the execution and performance of this Agreement.

7) NON COMPETE.

The Vendor agrees that they will not directly or indirectly solicit, create, or market services of any type that LastMinuteWed is offering (discounted deals or coupons offered by multiple wedding vendors). Discounted rates on the Vendor’s own website are acceptable.

8) SEVERABILITY. If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

9) LIMITATION OF LIABILITY.

LastMinuteWed’s liability for any claim shall be limited to repayment of sums paid by the Vendor only.

The parties submit all their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts of Los Angeles County in the State of California, United States of America.

LastMinuteWed shall not be liable for any claims of emotional distress, mental anguish, consequential damages, loss of enjoyment, replacement costs, whether or not foreseeable and/or arising from any negligent act or omission on the part of any person. LastMinuteWed’s employees shall not in any manner be personally liable for any acts or omissions and the Vendor hereby waive any rights to seek relief from any such individuals.