WEDDING DAY WHISPERS PTY LTD
ABN: 14 617 675 966
By using the Site, you signify your acceptance of these Terms. If you do not agree to these Terms, please do not use this Site. We reserve the right to amend these Terms from time to time without notice. All modified terms and conditions shall take effect immediately after posting to the Site. We encourage you to review this page periodically because any changes will be binding on you. This Agreement may not be modified, amended, and/or changed by you in any manner.
1. Wedding Day Whispers is a Neutral portal. Wedding Day Whispers is a community and marketplace for the wedding industry. We are not a wedding product or service provider, wedding supplier or an agent representative. Wedding Day Whispers members (“Members”) include prospective brides and grooms, newlyweds and their Wedding guests (collectively, Wedding Members”) and companies and other third parties offering products and services related to Weddings (“Supplier Members”). We and the Site function solely as a neutral portal where Wedding Members and Supplier Members may connect for a particular type of service or product. We are not involved in or a party to the actual transaction between Members. As a result, We have no control over the quality, accuracy, safety, or legality of the transactions that take place on our Website, the accuracy of listings, or the ability of Wedding Suppliers to provide items or services and we are not responsible for the actions or inactions of Wedding Members or Supplier Members.
Wedding Members: You acknowledge the following: Wedding Day Whispers does not provide any of the products or services advertised or offered by Supplier Members. We do not endorse any Supplier Member, nor do We guarantee the quality of their goods or services. Any and all communications, correspondence, verbal or written, or any warranties or representations, made with regard to products and services offered through the Wedding Day Whispers portal are not provided by us and are specifically and solely between you and the Supplier Member. Any transaction you enter into with a Supplier Member is strictly between you and the Supplier Member, and Wedding Day Whispers is not a party to that transaction. Any dispute you have with a Supplier Member is between you and the Supplier Member, and We will not be a party to that dispute, except regarding your use of the Site, and provision of information and content published.
We use techniques to help verify the identity of Wedding Suppliers when they register for memberships on our Site; however, Wedding Day Whispers cannot and will not guarantee each service provider’s identity; nor can we guarantee their capabilities. We have implemented a user-managed feedback system to help you evaluate Supplier Members with whom you are considering transacting business. In addition, We cannot guarantee that information provided by or about Supplier Members on the Site is accurate. You should use Wedding Day Whispers as a starting point for identifying Suppliers to provide the products and services you need for your wedding, then conduct your own research to ensure that Suppliers you choose to do business with are appropriate for you. You acknowledge that participation in certain programs, when and if available, may under certain circumstances result in Supplier Members receiving contact information for you in accordance with the terms and conditions governing these programs.
Supplier Members: You acknowledge the following: Wedding Day Whispers will not endorse you or your products or services. We are in no way responsible for assisting you in reaching an agreement with Wedding Members; nor are We responsible for assisting you in providing goods and services to Wedding Members. While all Wedding Members are required to give us accurate information about themselves, We cannot and will not verify this information or guarantee the ability of Wedding Members to complete payment for any of the products or services you provide. Any transaction you enter into with a Wedding Member is strictly between you and the Wedding Member, and Wedding Day Whispers is not a party to that transaction. Any dispute you have with a Wedding Member is between you and the Wedding Member, and We will not be a party to that dispute. After Wedding Day Whispers and the Supplier Member have terminated their relationship, Wedding Day Whispers shall be entitled to retain all reviews associated with a Supplier Member on the Site as well as basic directory information, including, without limitation, business name, address and telephone number.
2. Membership. Membership to Wedding Day Whispers is available only to entities and individuals at least 18 years of age who can form legally binding contracts under applicable law. Our services are not available to minors or to temporarily or indefinitely suspended Members. Membership in Wedding Day Whispers is void where prohibited. Your Wedding Day Whispers membership may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement. If you are registering as an individual, you represent and warrant that you are at least 18 years of age and are able to enter into a legally binding contract. Members who engage in the sale of goods and services must have a valid business operations license, as applicable. By joining Wedding Day Whispers, you agree to (i) provide us with accurate, complete information about yourself and to update this information as needed; (ii) abide by all of the terms and conditions of this Agreement; (iii) safeguard your username and password; and (iv) be responsible for all activity of your membership account. In addition, in the event you contact Wedding Day Whispers via telephone, you understand, acknowledge and agree that such phone conversations may be recorded. “Basic,” “Free Trial,” or other unpaid Supplier memberships may be offered by Wedding Day Whispers periodically. These unpaid Supplier memberships do not guarantee any advertising placement or other benefits. Wedding Day Whispers reserves the right to modify the terms of or cancel any such unpaid Supplier memberships at any time.
3. Prohibited Activities. Visitors to and Members of the Site may not:
- Create an account in another’s name
- Create more than one account
- Use another’s account
- Impersonate another person or entity
- Use the Site to break the law or applicable regulations, encourage others to do so, or offer instructions on how to do so
- Offer to provide products or services that violate any applicable law, statute, ordinance or regulation (collectively “Laws”), or offer any products or services in a manner that violates any Laws
- Conduct any type of sweepstakes, promotion or contest without posting official rules
- Collect or harvest information about Site Members, including but not limited to use of robots, spiders, or similar means
- Use information on the Site to send unsolicited email to Members
- Do anything that interferes with or places an undue burden on the Site (as determined by Wedding Day Whispers in our sole discretion)
- Use the Site if your membership has been temporarily or permanently suspended or revoked
- Violate any terms of this Agreement
4. Additional Terms and Conditions. You acknowledge and agree that We have the sole discretion to set forth and post additional terms and conditions for your use of the Site at various places throughout the Site including, but not limited to, fees associated with certain services or uses. You agree that those additional terms and conditions shall be considered an effective amendment to this Agreement and said terms and conditions shall be incorporated herein. Furthermore, you expressly agree that if there is any conflict between those additional terms and conditions and the Terms set forth herein, the additional terms and conditions shall govern.
5. Fees. There are currently no minimum fees to join Wedding Day Whispers for Wedding Members or Supplier Members. Optional fee-based services are available but participation is NOT mandatory.
Wedding Members: There are currently no fee-based services for the Wedding Day Whispers services. Wedding Day Whispers may offer optional fee-based functionality/services, which may include services provided by third parties and your use of such functionality/services shall be subject to any applicable additional terms and conditions which may include the third parties’ terms and conditions. Your credit card will not be charged unless and until you agree to use that fee-based functionality/service and/or to incur a charge with Wedding Day Whispers. The fee and timing of payments for the fee-based functionality/service will be described separately as part of the applicable fee-based functionality/service.
Wedding Suppliers: Supplier Members with valid Supplier Accounts may opt into additional paid services (“Premium Services”). Wedding Day Whispers may list the prices for these Premium Services on the Site, but it reserves the right to change these prices and to offer discounts and temporary promotions. Fees are inclusive of GST.
Wedding Day Whispers will provide you with a tax invoice for the Premium Services fees plus applicable GST when a package is agreed upon. You must pay the first payments (subject to payment term agreed) before your Premium Services goes online. If more than one payment is required during the initial term, all future payments must be secured with a valid credit card or direct debit. If you are eligible for a monthly payment term you will be put onto a “Perpetual” contract. After the Initial Term, your agreement with us will continue on as a month by month agreement.
Charged in error. In the event you believe that Wedding Day Whispers has charged you in error, you must contact Wedding Day Whispers within 90 days after such charge. No refunds will be given for any charges which are more than 90 days old.
6. Authorisation to Credit and Debit Accounts. If applicable, based on the various optional fee-based programs, You irrevocably and expressly authorize Wedding Day Whispers to debit or credit, as applicable, any monies to the account that you have identified for Wedding Day Whispers. You agree that it is your responsibility to maintain a valid, non-expired credit card on file with us while engaging in fee-based activities on our Site. You agree that if you do not maintain a valid, non-expired card on file with us during any billing attempt, you may be subject to interest and penalties as enumerated below. You irrevocably and expressly authorize Wedding Day Whispers to withhold any monies and/or debit any monies from any account that you have identified to Wedding Day Whispers for any charge backs, fees, costs, deductions, adjustments and any other amounts owed to Wedding Day Whispers. We reserve our rights to all actions and remedies in connection with any monies owed to Wedding Day Whispers. You will indemnify, defend and hold us harmless for any claims, demands or causes of actions that We take toward any identified account pursuant to this Section.
7. Unpaid Fees. If, for any reason, any fees you owe Wedding Day Whispers have not been received or in any manner realised by Wedding Day Whispers (“Unpaid Fees”), you agree to pay such Unpaid Fees immediately. In addition, Wedding Day Whispers may charge interest, in the amount of 2.0% per month (or the maximum amount allowed by law), on any unpaid account balance that you maintain. Any partial payments made by Members will first be applied to the most recent fees owed to Wedding Day Whispers, including interest. Wedding Day Whispers reserves the right to waive or reduce the amount of any Unpaid Fees, penalties, or interest at any time. You also agree to pay any attorney fees, and other costs of collection incurred by us with respect to any Unpaid Fees. You also consent and authorise us, in our sole discretion, to make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
if you commit an act of bankruptcy, become insolvent, have a receiver or administrator or liquidator or manager appointed over you or any of your assets or if you resolve to wind up your company, then Wedding Day Whispers may (in its absolute discretion):
- take proceedings against you to recover any overdue amount;
- recover from you all costs in relation to any action taken against you by Wedding Day Whispers to recover overdue amounts, including without limitation, debt
- collection costs and legal costs on a full indemnity basis; and/or
- exercise any other rights available to Wedding Day Whispers at law
If your account is overdue we have the right to take Premium Services offline until we have received all outstanding moneys.
8. Protection of Intellectual Property Content. The Wedding Day Whispers Site contains or uses copyrighted material, inventions, know how, potentially patentable business method material, design logos, phrases, names, logos, HTML code and/or other computer code and/or scripts (collectively, “Intellectual Property Content”), all of which, unless otherwise indicated and/or provided by a Supplier which is its own intellectual property (including but not limited to text, graphics and pictures in whatever form), are our sole property, and We retain all appurtenant rights, interests and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the “look”, “feel”, “appearance” and “graphic function” of this Site, including but not limited to its color combinations, layouts and designs. You agree and acknowledge that your use of this Site does not confer upon you any license or permission to use our (or any third party’s) Intellectual Property Content. You shall not reproduce, modify, display, sell, or distribute the Intellectual Property Content, including but not limited to Submitted Information (as defined below) contributed by you or any other Member, or use our Intellectual Property Content in any other way for public or commercial purposes. All other trademarks, service marks and copyrights are held by their rightful owners. You may not frame or link to the Site without our prior written permission.
The Site contains trademarks, trade names, trade dress, service marks, domain names or other indicia of ownership (collectively the “Marks”) owned or licensed for use by us. Unless otherwise agreed to in writing, you agree that no right, property, license, permission or interest of any kind in or to the Marks is or is intended to be given or transferred to or acquired by you pursuant to the execution, performance or non-performance of this Agreement or any part thereof. You shall in no way contest or deny the validity of, our right of title to or license of use for, the Marks, and you shall not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement and thereafter. You shall not utilize the Marks or any similar marks in any manner that would diminish their value or harm their reputation. You shall not use or register any domain name, trademark or service mark that is identical to or similar to any of the Marks.
9. Disputes Among Members; Release. You are solely responsible for your interactions with other Wedding Day Whispers Members, and We are not party to any such disputes. We reserve the right, but have no obligation, to monitor disputes between you and other Members. You agree to release Wedding Day Whispers, its officers, directors, agents, and employees from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any disputes between you and any other Wedding Day Whispers Members.
10. Information You Submit. The Site offers the opportunity for Members to share information with other Members through reviews, or Facebook messages as part of the Wedding Day Whispers Community (the “Community”), Supplier Member advertisements and listings, and other means (any information submitted to the Site through any of these means, “Submitted Information”). By using these functions, you agree to abide by the terms of this Agreement, and be respectful. Wedding Day Whispers reserves to itself the right but does not have the obligation to monitor posts made to the Community and other Submitted Information. Members are solely responsible for the content of their Submitted Information.
Our Site acts as a passive conduit for any and all communication and/or distribution of information, and We do not control the Submitted Information of Wedding Day Whispers Members. We cannot and will not evaluate and We are not responsible for the accuracy, reliability, completeness, veracity or suitability of any Submitted Information or for verifying the identity of the submitting Member. Like any information you obtain through the Internet, you should verify Submitted Information before acting upon it. Wedding Day Whispers is not responsible for any losses you may incur as a result of relying on Submitted Information, even if We were advised of the possibility of such losses.
You warrant that all material submitted by you for publication on the Website will not:
- contravene any relevant laws, including, without limitation, the Competition and Consumer Act 2010 (Cth), any state-based Fair Trading Act, the Privacy Act 1988 (Cth), or any regulations made under those Acts (including relevant industry regulations, standards of practice or codes of conduct), any equivalent legislation or common law in Australia and New Zealand;
- breach or infringe the intellectual property rights of any person;
- be obscene, offensive, defamatory, or in any way unsuitable for people under the age of eighteen (18) years;
- contain a photograph or representation of a living person unless that person has consented;
- comprise anything that can be used for any purpose or activity of an illegal, fraudulent or defamatory nature;
- be misleading or deceptive or likely to mislead or deceive;
- if you are promoting a competition or trade promotion, breach the relevant provisions of the Competition and Consumer Act 2010 (Cth) or other Federal or State legislation relation to competitions or trade promotions, or any equivalent legislation in Australia, and you further warrant that you have obtained all relevant permits; or
- comprise anything which may adversely reflect on Wedding Day Whispers or the Website.
By posting Submitted Information to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to Wedding Day Whispers an irrevocable, perpetual, non-exclusive, transferable, fully-paid-up, royalty-free, worldwide license (with the right to sublicense at multiple levels) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Submitted Information for any purpose and in any format on or in connection with the Site, the Wedding Day Whispers business, or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Submitted Information, and to grant and authorize sublicenses of the foregoing. You acknowledge that Wedding Day Whispers may retain archived copies of your Submitted Information and may continue to use your Submitted Information in connection with any materials that were created prior to your removal of your Submitted Information, in accordance with the license described above.
Furthermore, by posting Submitted Information, you expressly represent and warrant the following: (i) you are the owner, with all appurtenant rights thereto, of any and all communication, content and/or information that you post on the Site; or (ii) you are the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce and distribute such communication, content and/or information. You furthermore represent and warrant that all persons and entities connected with the Submitted Information, and all other persons and entities whose names, voices, photographs, likenesses, works, services and materials have been used in the Submitted Information or its exploitation, have authorised the use of their names, voices, photographs, likenesses, performances, and biographical data in connection with the advertising, promotion, trade and other exploitation of the Submitted Information and the rights granted herein.
You agree that your Submitted Information:
- Will not contain your personal information that you do not wish to be made public or to be displayed in accordance with the applicable settings that you indicate.
- Will not contain another person’s personal information or otherwise invade another’s privacy
- Will not violate or possibly cause us to violate any applicable law, statute, ordinance or regulation
- Will not violate the terms of this Agreement
- Will not infringe any third party’s intellectual property rights including but not limited to copyright, patent or trademark rights
- Will not contain obscene, lewd, or suggestive content and or pornography
- Will not be libelous, threatening, harassing, racist, or defamatory. This specifically includes making legal claims of any sort about Wedding Day Whispers employees, agents, other members, or the Site
- Will not contain the proprietary information of another person or entity
- Will not contain any computer hardware or software, viruses, Trojan horses, worms, spyware, or any other computer programming that may interfere with the operation of our Site or our systems and or create or impose a large burden or load on our Site or systems
- Will not scan or test the vulnerability or security of our Site or the system within which it operates
- Will not be used for commercial or public purposes outside of the requirements of this Agreement. Specifically, your Submitted Information may not be used to advertise the products or services of others and my not contain links to third-party web sites.
- Will not create liability for Wedding Day Whispers in any manner whatsoever
- Will not involve the upload, or insertion of, any programming language or code into or onto, our Site
You further agree not to impersonate another Member or attempt to disguise or conceal the author of any Submitted Information. We reserve the absolute right, but do not have the obligation, to remove or restrict any Submitted Information for any reason or no reason at all, including but not limited to Submitted Information you post to the Site that is in violation of this Agreement or is otherwise inappropriate, as determined in Wedding Day Whispers’s sole discretion. In addition, we reserve the right to terminate Members who violate these rules.
You agree to use common sense and good judgment when conducting or posting any online communication or distribution of information. You assume legal responsibility for and will indemnify us from, all damages incurred as a result of any of your Submitted Information.
11. Rating and Review Disputes. If you undermine the integrity of our Rating and Review system in any way, your membership may be suspended or terminated. Each Supplier Member acknowledges that your Rating and Review (“feedback”) consists of opinions left by other Wedding Day Whispers members and a machine calculated feedback score. You further acknowledge that Wedding Day Whispers does not make judgments on the veracity of opinions or statements.
- Members may only leave one feedback item per unique transaction, whether positive, neutral, or negative, for any other Supplier Member.
- The Member leaving the review must have conducted a meaningful business interaction with the Supplier Member and be able to provide proof of that business.
- By submitting feedback, you agree that feedback is subject to compliance audit by the Wedding Day Whispers Compliance Team at any time. Any feedback item investigated by the Wedding Day Whispers Compliance Team may be temporarily or permanently removed.
In order to protect the integrity of the Rating and Review system, Wedding Day Whispers will only consider removing a feedback item under the following scenarios:
- If feedback posted contains language that is profane, vulgar, discriminatory or contains adult material.
- If Wedding Day Whispers is provided with a binding ruling or settlement agreement from a valid and certified dispute resolution service, or is provided with a court order finding that the feedback is slanderous, libelous, defamatory or otherwise illegal or the court order requires removal.
- If feedback posted makes any reference to actions taken or purported to be taken by Wedding Day Whispers or any law enforcement organization
- If feedback posted seeks to elicit or solicit any Member’s contact information, such as other Member email addresses, for any non-Wedding Day Whispers related commercial or business purposes, or to transmit any unsolicited advertising, “junk mail,” “spam,” or “chain letters”
- If the Member who left feedback cannot be reached by Wedding Day Whispers or fails, within two months from the date Wedding Day Whispers attempts to contact such member as part of the dispute process, to validate that the business was conducted with the Supplier Member.
- If feedback contains personally identifiable information of other members, personnel of Supplier Members or any other person. Personally identifiable information includes, but is not limited to, full names, date of birth, physical addresses, email addresses, credit card numbers, social security numbers or any other identification number provided by a government.
12. Fraud. Wedding Day Whispers may suspend or terminate your account if We suspect that you have engaged in fraudulent activity in connection with our Site, as determined in our sole discretion. Fraudulent acts include, but are not limited to, the manipulation of the Rating and Review System.
13. Manipulating Ratings and Reviews – You acknowledge and agree that the Site is a neutral portal and that all transactions for services are made by and between you and other Members only and, therefore, We cannot, do not and will not make any comments on behalf of you or your services. As a consequence, you acknowledge that the key component and integrity of the Site is the ability of Members to leave Rating and Review about you and/or your services (whether positive, neutral or negative) AND for other Members to read and evaluate those feedback reviews and make voluntary choices based upon that feedback. Therefore, in order to preserve the key component and integrity of the Site, you shall NOT:
- Attempt to restrict in any way a Member’s right to post a review, by contract or otherwise;
- Offer a Member cash or other compensation in any form in exchange for a more favorable review;
- Post and/or cut and paste and/or copy the content of a Member feedback review from the Site to your own personal or business site, to any other third party Web site and/or to or on any of your own personal, business or third-party marketing/advertising materials, regardless of the form;
- Attempt to gain feedback by receiving multiple feedback from the same member;
- Post or attempt to post, in any manner or by any means, a feedback review on your own account; or
- Misrepresent or impersonate another Member.
16. No Agency. You hereby agree and acknowledge that your provision of services and/or your use of the Site, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with us and furthermore that no affiliation, association or connection exists between you and us. In no event shall you have authority to bind, commit, contract for, or otherwise obligate Wedding Day Whispers in any manner whatsoever.
17. Right to Reject or Remove Members. We reserve the absolute right to reject your participation, or remove you from your current participation, in the Wedding Day Whispers Site at any time and for any reason or for no reason and without notice to you. Wedding Day Whispers may terminate your Directory Listing and remove your Directory Listing from the Website at any time and for any reason. Actions that may result in the rejection or removal of your participation can include, but are not limited to: any violation of the Terms of this Agreement; your creation, maintenance and/or management of more than one account; your non-payment in full any Unpaid Fees; any attempt by you to improperly influence, or cause another to improperly influence the feedback of Members; or any attempt by you to harass, or cause another to harass, or have inappropriate communications with a Member.
If Wedding Day Whispers terminates your Directory Listing and you have paid the Premium Service fees upfront and are otherwise not in breach of these Terms and Conditions, Wedding Day Whispers will refund you a pro rata portion of the Premium Service fees applicable to the unused part of payment period.
18. Petition for Reinstatement. Upon your removal from the Site, you may petition for reinstatement. Your petition for reinstatement must include the following: (i) a written statement as to why you should be reinstated and (ii) your contact information. Your Petition will be reviewed at our discretion and any determination as to your reinstatement will be based on our sole judgment. Your submission of a petition does not, in any manner, guarantee, that you will be reinstated and We specifically disclaim any and all representations with respect to any such guarantee. We will contact you as to our decision to reinstate you. We are not obligated to give you any reason or basis as to our decision. You understand that any decision as to reinstatement may be a simple, yes or no. All decisions are final.
19. Termination by the Supplier Member.
- If you cancel your Directory Listing or Premium Services with Wedding Day Whispers during your contracted term (agreed period for Premium Services) and you have paid the Premium Services fees upfront, you will not be entitled to a refund of any amounts paid in respect of the Premium Services during the contracted term. This also relates to future annual subscriptions.
- If you cancel your Directory Listing or Premium Services with Wedding Day Whispers during your contracted term, the Premium Service fees payable by you for the unused part of the contracted term will become immediately due and payable. This also relates to future annual subscriptions.
- After the expiry of the contracted term, if you are on a “Perpetual” contract you may withdraw your Directory Listing at any time by following our cancellation process, which includes speaking with a team member, verifying your identity and completing a cancellation form. 30 days after the receipt of your completed form, your Wedding Day Whispers Directory Listing or Premium Services will be removed from the Website and any payments due during this 30-day period will remain due for payment.
20. Confidentiality/Non-Disclosure. As a result of the performance of this Agreement and whether due to any intentional or negligent act or omission, We may disclose to you or you may otherwise learn of or discover, our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of our business (“Our Information”). You hereby agree and acknowledge that any and all of Our Information is confidential and shall be our sole and exclusive intellectual property and proprietary information. You agree to use Our Information only for the specific purposes as allowed by the performance of this Agreement. Any disclosure of Our Information to a third party specifically including a direct competitor is strictly prohibited and will be vigorously challenged in a court of law. All obligations contained herein shall survive the termination of this Agreement. Furthermore, you acknowledge that our information is proprietary, confidential and extremely valuable to us, and that We would be materially damaged by your disclosure of Our Information. You acknowledge and agree that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that We shall be entitled to injunctive relief.
21. Record Keeping/Audit. We reserve the right to keep all records of any and all communications between you and other Members for administration purposes.
22. Submissions. We always want to receive messages and feedback from Wedding Day Whispers Members and welcome any comments regarding the Site. However, please be aware that any ideas, suggestions comments or proposals you send to Wedding Day Whispers (collectively, “Submissions”) are non-confidential, shall become the sole property of Wedding Day Whispers, and you hereby assign all right, title and interest in such Submissions. To the extent Submissions cannot be assigned to Wedding Day Whispers, you hereby grant and agree to grant to Wedding Day Whispers all rights needed for Wedding Day Whispers to incorporate and commercialise the Submissions at no charge or encumbrance to Wedding Day Whispers and you agree that Wedding Day Whispers may disclose the Submissions to any third party in any manner and you agree that Wedding Day Whispers has the ability to sublicense all Submissions in any form to any third party without restriction. Wedding Day Whispers shall own all rights therein, including all intellectual property rights. Wedding Day Whispers shall be entitled to use and/or disseminate the Submissions in any manner and for any purpose whatsoever, commercial or otherwise, without compensation or credit to you.
23. Remedies. Remedies for use of our Site that violate this Agreement include, but are not limited to, the immediate termination of your membership, notifying our Members of your actions, issuing a warning (including a public warning), temporarily suspending your membership, monetary compensation, and injunctive relief.
24. No Warranty. WEDDING DAY WHISPERS, OUR EMPLOYEES, AND OUR SUPPLIERS PROVIDE THE SITE AND THE SERVICES THEREON “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WEDDING DAY WHISPERS FURTHER DOES NOT WARRANT THAT THIS SITE OR ANY INFORMATION, SERVICES OR TOOLS OFFERED ON THIS SITE WILL MEET YOUR REQUIREMENTS, WILL BE ACCURATE, COMPLETE OR CURRENT, OR WILL GIVE ACCURATE, COMPLETE OR CURRENT RESULTS; THAT OPERATION OF THE SITE, INCLUDING TOOLS OR OTHER SERVICES OFFERED ON THE SITE, WILL BE TIMELY, SECURE, UNINTERRUPTED, OR FREE FROM ERROR OR OMISSION OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ANY ERRORS ON THE SITE WILL BE CORRECTED. WEDDING DAY WHISPERS DOES NOT REPRESENT OR WARRANT THAT DATA YOU STORE ON THE SITE (FOR EXAMPLE, IN CONNECTION WITH TOOLS) WILL BE SECURE, AVAILABLE OR PRESERVED. WEDDING DAY WHISPERS DOES NOT REPRESENT OR WARRANT THAT ALL TOOLS OR OTHER SERVICES ON THE SITE WILL CONTINUE TO BE OFFERED.
25. Limited Liability. IN NO EVENT SHALL WEDDING DAY WHISPERS, OUR EMPLOYEES, OR OUR SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR DIRECT, INDIRECT DAMAGES, LOST PROFITS, ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE, OR FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON INFORMATION CONTAINED ON THE SITE, WHETHER IN AN ACTION FOR BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. OUR LIABILITY, AND THAT OF OUR EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR $100, NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
26. Indemnity. You agree to indemnify and hold us and our affiliates, officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising in any manner in whole or in part out of your use of the Site, including but not limited to (i) your advertising, provision of or failure to pay for goods or services promoted on the Site; and (ii) claims that any of your Submitted Information includes materials owned by third parties without authorization, was defamatory or harassing, or otherwise violated the rights of any third party.
27. Links to Other Sites.
This Site may contain links to other sites which are provided solely as a convenience to you, or which are provided by other Members. Wedding Day Whispers is not responsible for the availability of external sites or resources linked to the Site, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. Transactions that occur between you and such third-party sites are strictly between you and the third party and are not the responsibility of Wedding Day Whispers. Because Wedding Day Whispers is not responsible for the availability or accuracy of these outside resources or their contents, you should review the terms and conditions and privacy policies of these linked sites, as their policies may differ from ours.
28. Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your listing, shipping, transporting, and solicitation of offers to ship and transport items.
29. Governing Law.
These Terms and Conditions are governed by and construed in accordance with the laws of Victoria, Australia and the parties irrevocably submit to the courts of or in that State (including the Federal Courts) and the courts that hear appeals from those courts.
30. Security. Wedding Day Whispers uses industry standard practices to protect your personal information, including firewalls and Secure Socket Layers. We utilise several different security techniques to protect data from unauthorized access, but, We cannot guarantee the security of our system. We also do not guarantee uninterrupted or secure access to our system, as the operation of our Site can be interrupted by numerous factors outside of our control.