Please read these Terms carefully. For purposes of these Terms, we will refer to any Vendor, using, accessing and agreeing to these Terms as “You” or “Vendor.”
By advertising, sponsoring or otherwise promoting any Vendor’s services or goods on or in connection with the Website at https://destinationweddingdetails.com (“Website”) or any of Destination Wedding Details, LLC’s (“DWD,” “we,” “our,” or “us”) Social Media including without limitation, the following: Instagram.com/destinationweddingdetails; https://www.pinterest.com/destinationweddingdetails/; https://twitter.com/destweddetails; and https://www.facebook.com/DestinationWeddingDetails/ (“Social Media”),
you are agreeing to be bound by the terms set forth herein.
If you do not agree to these Terms, please do not use or access the Website, Social Media or any other online and offline services owned, operated, offered or provided by DWD. ** (You must have the legal capacity to be bound by contract in accessing or using the Website or Social Media or have reached the age of 18.)
These Terms supersede and replace any prior written, verbal or implied Terms that were agreed upon previously in using or accessing the Website or Social Media. These Terms are subject to change at the sole discretion of DWD and you will be deemed to have accepted any revised Terms by continuing to advertise, sponsor or otherwise promote Your services or goods on or in connection with the Website and Social Media after the Terms have been changed. Accordingly, you understand and acknowledge that you are responsible for reviewing these Terms for any changes on an ongoing basis.
1. Who We Are
DWD is a Texas limited liability company located in Austin, Texas. Cynthia Mercado is the Founder, Editor and Sole Member of DWD who started the platform in 2011 with the desire to help others realize their dream Destination Wedding.
2. Our Services
3. Non-Discrimination Policy
DWD is opposed to any form of discrimination and has implemented this non-discrimination policy to prevent any form of discrimination by Vendors who promote, solicit or advertise on or in connection with the Website and Vendors. Discrimination based on race, color, religion, sex (including pregnancy, sexual orientation, or gender identity), national origin, disability, age or genetic information will not be tolerated. Accordingly, Vendor agrees to comply with this policy. Therefore, any Vendor that DWD determines in its sole discretion to have engaged in discriminatory behavior toward any User may be appropriately reprimanded.
4. User Content Submission
Any Vendor who submits Content to this Website, including without limitation, lead forms, advertising, sponsored article, photographs, (free) editorial content and digital images or other information, whether submitted for commercial or editorial purposes, represents and warrants that Vendor has all rights to use and license the use of all such content, including without limitation, the use of an individual’s or model’s likeness in photographs, videos, or images. Vendor further warrants and represents that Vendor has taken all necessary steps to obtain permission, assignments, model releases, photo releases or licensing rights from any third-party rights owner, such that Vendor has the legal right to grant to DWD an irrevocable, perpetual, non-exclusive, fully paid-up, royalty-free, worldwide license for DWD to use and exploit fully in perpetuity (see “Non-Exclusive License Grant” for further details). Vendor understands and acknowledges that Vendor has a duty to conduct due diligence regarding ownership of any content Vendor intends to submit prior to submission thereof, including without limitation, investigating proprietary rights or intellectual property rights of the owner such that any submission of such content is deemed to be done by Vendor with full knowledge that Vendor has secured all rights to the content before submitting to Website. Vendor acknowledges and understands that Vendor is solely responsible for any liability arising out of or related to the submitted content. DWD is not a publisher and is not responsible for any content submitted by any User, Vendor or other third-party. It is within DWD’s sole discretion whether to accept, use, delete or edit any submitted content if it violates DWD’s Non-Discrimination Policy in Paragraph 3 of these Vendor Terms or if DWD does not receive payment within 15 days of invoicing.
Notwithstanding anything to the contrary herein, upon request, We may, within Our sole discretion, provide credit or attribution to the photographer or owner if You submit along with the submitted photograph(s), the credit or attribution information. By submitting any credit or attribution information, You warrant and represent that such information is true and correct. If You submit a photograph that is subject to any form of written license, including but not limited to a Creative Commons license that requires attribution, You must simultaneously provide Us with a copy of the applicable license or Creative Commons license.
Additional Requirements for submitting content:
i. No content shall be submitted that is likely to be offensive, threatening, discriminatory, fraudulent, abusive, defamatory, false, illegal, infringing any third-parties’ rights therein, including without limitation, trade secrets, patents, trademarks and copyrights;
ii. No content shall be submitted that is likely to damage or interfere with operating software used by us in operating the Website or Social Media.
iii. No content shall be submitted that competes with our services, the Website or Social Media.
iv. No content shall be submitted that provides links to access any third-party website that will cause damage to the User in any way, including without limitation, damage to User’s devices when clicking the link, including without limitation, malicious spyware.
DWD is not liable for any content submitted by User or Vendor.
5. Non-Exclusive License Grant
By submitting content to DWD, You shall automatically grant to DWD a non-exclusive, irrevocable, perpetual, fully paid-up, royalty-free, worldwide license for DWD to use in any way, the submitted content in whole or in-part, as DWD, in its sole discretion, deems necessary for use on the Website and Social Media, including the right to publicly perform, publicly display, reformat, translate, copy and distribute such submitted content. This necessarily includes the right for DWD to prepare and use derivative works.
6. DWD’s Intellectual Property
In advertising, promoting or soliciting DWD’s Users on or in connection with the Website and Social Media, You acknowledge and agree that any intellectual property used, accessed or featured on the Website and Social Media (including without limitation, copyrights, trademarks or service marks, trade names, trade dress, or patents) unless licensed to Us by a third party, are exclusively the property of DWD and You do not have any rights to use any of Our intellectual property for any commercial purpose whatsoever.
7. Copyright Infringement Claims – DMCA Takedown Notice
DWD respects the copyright rights of others. If You or a third party believe that any content appearing on the Website or Social Media infringes your copyright(s), you may request removal of the alleged infringing content from the Website or Social Media by submitting a written notice of your claim via email to Our Copyright Agent, Wendy B. Mills, Esq., WB Mills, PLLC at copyrights (at) wbmillslaw (dot) com or by mail at Wendy B. Mills, WB Mills, PLLC, 500 West 2nd Street, Ste. 1900, Austin, TX 78701.
Pursuant to the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”) for the DMCA Notice to be effective, it must be in writing and include substantially the following:
i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
ii. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
iii. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
iv. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
v. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
vi. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If the content has been removed from the Website or Social Media as a result of a Notice of DMCA takedown, you may submit a Counter-Notice. Pursuant to the DMCA, this Counter-Notice must be in writing and include substantially the following:
i. A physical or electronic signature of the subscriber.
ii. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
iii. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
iv. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
Once a Counter-Notice is issued, We may restore the removed content if the notifying party does not file a court action against the alleged infringing party within ten (10) business days of receiving the Counter-Notice.
**The DMCA provides that a notifying party who makes a material misrepresentation in providing a DMCA Notice may be liable as follows:
i. Any person who knowingly materially misrepresents under this section—
that material or activity is infringing, or
ii. that material or activity was removed or disabled by mistake or misidentification,
iii. shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of the service provider relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.
8. DISCLAIMER OF WARRANTY
DWD MAKES NO WARRANTY TO YOU RELATING TO ANY USE OF THE WEBSITE OR SOCIAL MEDIA. THE SERVICES PROVIDED BY THE WEBSITE AND SOCIAL MEDIA ARE PROVIDED ON AN ‘AS IS’ AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO WARRANTY IS PROVIDED THAT THE WEBSITE AND SOCIAL MEDIA WILL BE FREE FROM DEFECTS OR VIRUSES OR THAT OPERATION OF THE WEBSITE OR SOCIAL MEDIA WILL BE UNINTERRUPTED. YOUR USE OF THE WEBSITE, SOCIAL MEDIA AND ANY OTHER MATERIAL OR SERVICES DOWNLOADED OR MADE AVAILABLE TO YOU THROUGH THE WEBSITE OR SOCIAL MEDIA IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THEIR USE. FURTHER, WE MAKE NO REPRESENTATIONS THAT ANY VENDOR IS QUALIFIED, LICENSED OR INSURED. FURTHER, DWD MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT ITS SERVICES AND THE PERFORMANCE OR SUCCESS OF ANY ADVERTISING OR PROMOTIONAL CAMPAIGNS MADE BY DWD ON BEHALF OF VENDOR.
WE DO NOT GUARANTEE THAT ANY INFORMATION AVAILABLE ON THE WEBSITE OR SOCIAL MEDIA ARE CORRECT AND UPDATED AND DWD IS NOT LIABLE FOR ANY INCORRECT, INACCURATE OR OUTDATED INFORMATION ON THE WEBSITE OR SOCIAL MEDIA.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN PROVISIONS SUCH AS LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN WARRANTIES. TO THE EXTENT THAT ANY PROVISION INCLUDED HEREIN IS PROHIBITED BY LAW, SUCH LANGUAGE MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold harmless, DWD and any of its past, present or future owners, Members, Managers, Contractors, Employees, Affiliates or representatives from any action, claim, or demand, including reasonable attorneys’ fees, arising out of or resulting from any dispute that You may have with any third party arising out of or related to Your use of the Website or Social Media services, including without limitation, advertising and submission of content. This necessarily includes without limitation, any claim of intellectual property infringement for any content (referenced herein) that You submitted to the Website or Social Media. The terms of this clause shall survive the termination of Your use of the Website or Social Media services.
10. Limitation of Liability
EXCEPT WITH RESPECT TO CLAIMS ARISING FROM A PARTY’S INDEMNITY OBLIGATIONS, DWD’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL DWD, OR ANY OF ITS PAST PRESENT OR FUTURE OWNERS, MEMBERS, MANAGERS, CONTRACTORS, EMPLOYEES, AFFILIATES OR REPRESENTATIVES BE LIABLE FOR ANY DAMAGES ARISING OUT OF ANY ALLEGED BREACH OF THESE TERMS OR THE USE OR INABILITY TO USE THE WEBSITE OR SOCIAL MEDIA, INCLUDING BUT NOT LIMITED TO ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH ANY CLAIM IS BASED. IN ANY CASE, LIABILITY OF DWD OR ANY OF THE OTHER PERSONS OR ENTITIES DESCRIBED IN THE PRECEDING SENTENCE ARISING OUT OF THE BREACH OF THESE TERMS, OR THE USE OR INABILITY TO USE THE WEBSITE OR SOCIAL MEDIA SHALL NOT EXCEED IN THE AGGREGATE OF $10.00.
DWD is not liable or responsible for any interactions between You and any other User or Vendor. DWD is not a party to any disputes arising out of any such interactions. You agree to release DWD, OR ANY OF ITS PAST PRESENT OR FUTURE OWNERS, MEMBERS, MANAGERS, CONTRACTORS, EMPLOYEES, AFFILIATES OR REPRESENTATIVES from all claims, actions, demands and damages of any kind and nature, whether known or unknown, whether disclosed or undisclosed, arising out of any interaction or relationship You may have established as a result of Your use or access to the Website or Social Media services. To further effectuate the intent of this clause, if You are a California resident, you WAIVE California Civil Code § 1542 that does not allow a general release of claims that are unknown or suspected. Additionally, any negative reviews or commentary submitted by any User is solely the opinion expressed by that User and is not necessarily the opinion of DWD. Accordingly, DWD shall not be liable for such negative reviews or commentary.
11. MANDATORY ARBITRATION
Agreement to Arbitrate
Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of Terms to arbitrate, shall be determined by arbitration in Dallas, Texas before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (“JAMS Rules”), which are located at https://www.jamsadr.com/rules-comprehensive-arbitration/#Rule-9. Judgment on the Award is binding and may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
Pre-Arbitration Negotiations Requirement
Notwithstanding anything to the contrary herein, before commencing arbitration pursuant to Rule 5 of JAMS Rules referenced above, if You have a dispute with Us, You agree to attempt to resolve the dispute with Us informally as follows:
- The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of these Terms. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within 30 days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place.
- Unless otherwise agreed in writing by the negotiating parties, the above-described negotiation shall end at the close of the first meeting of executives described above (“First Meeting”). Such closure shall not preclude continuing or later negotiations, if desired.
- All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.
- At no time prior to the First Meeting shall either side initiate an arbitration or litigation related to these Terms except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of Paragraph 1 above.
- All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in Paragraphs 1 and 2 above are pending and for 15 calendar days thereafter. The parties will take such action, if any, required to effectuate such tolling.
In the event that Pre-Arbitration Negotiations fail, and Arbitration is commenced to resolve any dispute as referenced herein, any party to the Arbitration may request that the Arbitration be conducted virtually to avoid costs, burden and health risks if COVID-19 or another public health concern exists. Accordingly, You agree to proceed virtually using ZOOM or other means of participating in the Arbitration virtually if one or more parties to the dispute request Virtual Arbitration. The Virtual Arbitration shall be governed by JAMS Rules and Virtual ADR guidelines as described at https://www.jamsadr.com/online.
12. Governing Law/Choice of Forum
By accessing or using the Website or Social Media services (including without limitation, submitting content, advertising or soliciting DWD’s Users), You agree that the Terms herein will be exclusively construed in accordance with the laws of the State of Texas, whether the dispute is arbitrated or litigated. While, most disputes that may arise will be subject to arbitration pursuant to the Arbitration clause herein, if a lawsuit is brought hereon, it shall be exclusively brought in the county, district or federal Courts sitting in Austin, Texas. The parties hereto hereby waive any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such Court shall have exclusive in personam jurisdiction over their person or entity and consent to service of process in any manner authorized by Texas law.
13. Statute of Limitations Modified
Whether any dispute described herein is litigated, arbitrated or negotiated, You agree that the statute of limitations for any claim or lawsuit arising out of or related to the use or access of the Website or Social Media shall be one (1) year from the date such claim or cause of action accrued. Because Texas is the governing law, this clause will modify existing Texas Statutes of Limitations or other relevant law, whether Federal or Texas law.
If any Court determines that any provision in these Terms is invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.