TERMS AND CONDITIONS
The Rules Governing Use of and Submissions to Frida Enamorada
Last revised October 7, 2017
Revisions to the following terms and conditions may occur periodically and are applicable only after the latest revision date. The Times We Have, Inc.. doing business as Frida Enamorada reserves the right to update these revisions without notice and to remove, change or update any and all content of this site at will.
WHEN USING THE Frida Enamorada WEBSITE MEMBER UNDERSTANDS AND AGREES TO THE FOLLOWING:
The Times We Have, Inc. (“Frida Enamorada”) agrees to provide to member (“Member”) the services specified and during the dates outlined in these Terms and Conditions (“Agreement”).
Frida Enamorada is responsible for approving all final copy of editorial content and listings, including photographs, which is subject to approval by Member. Frida Enamorada may request information from Member to substantiate copy but Frida Enamorada reserves the right, in its sole discretion, to reject or alter any such material or copy and is under no obligation to publish or post any or all material that is submitted.
Complaints & Termination
In very rare cases, we have had to remove members because we have received more than two reasonable, validated complaints from brides and colleagues about their service or product. Should the Member for any reason request a cancellation of their membership, removal of their listing will take place within 7 days of written notice. No refunds or credits will be provided. Frida Enamorada may terminate this Agreement at any time for Members breach of this Agreement or failure to cooperate as necessary to accomplish the purposes of this Agreement. Frida Enamorada may terminate this Agreement at any time for any other reason and shall refund a pro rata portion of the fees and costs prepaid by Advertiser. Such refund shall be made within thirty (30) days from notice of termination from Frida Enamorada.
Member hereby grants to Frida Enamorada a non-exclusive, worldwide, license to use, copy, distribute, display, modify and to make derivatives, in any media, of any information, materials and copy submitted to Frida Enamorada. Member represents and warrants that Member owns or has otherwise licensed the rights granted under this paragraph to all information, materials and copy (including, but not limited to, images/photographs) submitted to Frida Enamorada (collectively the “Member Materials”. Member shall indemnify, defend and hold Frida Enamorada harmless from and against any and all claims, costs (including attorney’s fees) and damages arising out of Frida Enamorada’ use of the Member Materials.
Frida Enamorada Copyright
Any and all copy, layouts and other materials created or produced by Frida Enamorada, and all rights therein, will remain the sole property Frida Enamorada. The Member will accrue no rights in any such copy and materials and is prohibited from any use of copy or other materials without prior written consent from Frida Enamorada. The parties do not intend any copy or materials created under this Agreement to be a joint work. Any use by Member of Frida Enamorada materials will be subject to Frida Enamorada prior written consent.
Limitation of Liability and Remedies
In no event shall Frida Enamorada be liable for failing to prepare and provide draft copy to Member by the date agreed, or failing to post promotions by the agreed date. If such failure occurs without fault of the Member, Member’s sole and exclusive remedy is the refund a pro-rata portion of any fees prepaid for the membership, based on the number of days the promotion failed to run as agreed. In no event shall Frida Enamorada be liable for any errors in any promotion it posts or circulates. Member’s sole and exclusive remedy for errors is a written request for correction of the error by Frida Enamorada.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, Frida Enamorada SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES, OR LOST OR IMPUTED PROFITS OR ROYALTIES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, AND REGARDLESS OF WHETHER Frida Enamorada HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE LIABILITY OF Frida Enamorada FOR ANY DAMAGES OR LOSS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNTS PAID BY MEMBER UNDER THIS AGREEMENT IN THE ONE (1) YEAR PRIOR TO THE DATE THE CLAIM ARISES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
Member shall indemnify, defend and hold Frida Enamorada harmless, including its employees, shareholders, members, officers, agents and directors, from and against any and all loses, claims, liabilities, damages, attorneys fees, costs and expenses arising out of, related to, or otherwise incurred as a result of, any actual or threatened claim, action, investigation, proceeding or suit alleging that the licensing, copying, use, reproduction, modification or distribution of any information, copy or materials provided by Member (including Member Materials) including, but not limited to claims that the foregoing constitutes an infringement, dilution or unauthorized use of any intellectual property right, right of privacy, right of publicity or any other proprietary or contract right of any third party.
Disclaimer of Warranties
Frida Enamorada makes no representations or guaranties that any promotions or advertisements will result in additional customers or revenue to the Member. Except as otherwise specifically provided in this Agreement, Frida Enamorada disclaims all warranties, both express and implied, including without limitation any implied warranties of title, merchantability, fitness for a particular purpose, or non infringement.
a. Governing Law and Venue - This Agreement will be interpreted and enforced in accordance with the laws of the State of California, without regard to its conflict of laws principles of any state or jurisdiction. Any claim arising out of or related to this Agreement shall be brought in the state or federal courts located in Los Angeles, California and Member hereby submits to the exclusive jurisdiction of such courts.
b. No Assignment - Member shall not assign or transfer this Agreement via operation of law or otherwise without the prior written consent of Frida Enamorada. Any attempted assignment by Member shall be null and void.
c. Integration and modification - This Agreement constitutes the entire Agreement between the parties and supersedes any other communications, representations or agreements between the parties regarding the subject matter herein. No modifications or amendments shall be made to this Agreement other than by a written amendment signed by all the parties.
d. Notices - Notices hereunder shall be deemed effective upon actual receipt, or three days after they are deposited in the United States Mail, whichever is earlier, or immediately when sent via electronic mail, to Frida Enamorada at the address below or such other address designated by a party in writing:
e. Force Majeure - Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by a force beyond such party's control, including but not limited to embargo, strike, war, civil strife or disturbances, fires, floods, acts of God, governmental restrictions, communication line failures, and power failures.
f. Arbitration – Notwithstanding anything to the contrary contained herein, any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments of this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be submitted to arbitration before the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules. The place of arbitration shall be Los Angeles,California. The language to be used in the arbitral proceedings shall be English. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief as necessary, without breach of this Section and without abridgment of the powers of the arbitrator. The arbitrator may award any form of individual or equitable relief, including injunctive relief. Any award will be final and conclusive to the parties and may be entered in any court of competent jurisdiction. Member agrees to the entry of injunctive relief to stop any lawsuit or to remove Member as a participant in such a suit. This Agreement does not constitute a waiver of any of Member’s rights and remedies to pursue a claim individually in binding arbitration, but not as a class action. This provision preventing Member from bringing, joining or participating in class action lawsuits is an independent covenant. Member may opt-out of this Section by providing written notice of Member’s decision within thirty (30) days of the date that Member first uses the site.