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The Celebration Farm, L.L.C.

                Terms and Conditions

 

These Terms and Conditions are effective from and after the date of first publication on the website of The Celebration Farm, L.L.C.  

Terms and Conditions generally and in this specific context describe the terms and conditions (the “Terms and Conditions”) adopted by and followed by The Celebration Farm, L.L.C. (“TCF,” “us,” “we,” or “our”). These Terms and Conditions apply to all websites and mobile applications owned and operated by us that link to these Terms and Conditions, and any related online and offline TCF Applications (including physical and virtual events) (collectively, the “TCF Applications”).

 Our Contact Information is attached as “Exhibit 1”.

 1. Your Acceptance of the Terms

By using or accessing the TCF Applications, you confirm your agreement to be bound by these Terms and Conditions and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms and the  Privacy Policy, please do not use or access the TCF Applications. 

 

We reserve the right, in our sole discretion, to change, modify, add, or remove portions of these Terms at any time, and you agree to be bound by such modifications or revisions. It is your responsibility to check the Terms periodically because any changes will be binding on you. By continuing to access or use the TCF Applications after those revisions become effective, you agree to be bound by the revised Terms.

 

2. The TCF Applications and Users of the TCF Applications

 

Through our TCF Applications we offer an innovative marketplace for the wedding industry, expectant parents, and for other important life events. Our TCF Applications are only directed to business entities and individuals at least 18 years of age who can form legally binding contracts under applicable law.

Users of our TCF Applications include individual users such as prospective brides and grooms, newlyweds, wedding guests, people hosting an event, (collectively, “Guests”), and companies and other third parties offering products and TCF Applications related to weddings or other important life events (collectively, “Vendors”) (all of the foregoing, including Guests and Vendors, are referred to collectively, herein as “Users”). Certain areas of the TCF Applications may provide a place for Guests to interact with Vendors and book TCF Applications that a Vendor offers.

 

a.Guests

 

As a Member, you acknowledge that while we use techniques to help verify the identity of Vendors we may reference, we cannot and will not guarantee each Vendor’s identity, capabilities, that it has obtained all required permits, licenses or consents, or that it complies with all applicable laws. We do not endorse any particular Vendor nor do we guarantee the quality of their goods or TCF Applications. You should use the TCF Applications as a starting point for identifying organizations that provide the products and TCF Applications you need, then conduct your own research to ensure the service providers you choose to do business are appropriate for you.

 

b. Vendors

 

If you are agreeing to the Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Terms and, in such event, “you” and “your” refer to that company or other entity.

 

As a Vendor you acknowledge that we will not endorse you or your products or TCF Applications. We are in no way responsible for assisting you in reaching an agreement with Guests. We are not responsible for assisting you in providing goods and TCF Applications to Guests.

 

As a Vendor you must list the true and correct name of your business on the TCF Applications. If there is a change to that business name, Vendors must promptly update the TCF Applications and may need to provide additional documentation for proof of name change. Vendors who engage in the sale of goods and TCF Applications must have a valid business operations license, as applicable. If you or your company experiences a dissolution, merger or other significant change in personnel (e.g., sale of company), then we, in our sole discretion, have the right to determine whether to keep active, transfer or terminate any references, including any content previously referenced. 

3. We Are a Neutral Venue

 

As a User, you acknowledge that we are not a product or service provider, vendor, or an agent representative for any Vendor. We and the TCF Applications function solely as a neutral venue. We are not involved in or a party to any transaction between Users. As a result, we have no control over the existence, quality, accuracy, safety, or legality of the transactions that take place on our property or the accuracy of any Vendor services. We have no control over the ability of Vendors to provide items or perform TCF Applications or the ability of Guests to pay for any goods and TCF Applications. We make no representations or warranties and are not liable or responsible for the actions or inactions of our Users.

 

4. Nondiscrimination Policy

 

We want all Users to feel welcome and included on our TCF Applications. Accordingly, we prohibit discrimination against Users, Guests, or Our Representatives (as defined below) based on race, color, religion, sex, national origin, ancestry, disability, marital, family, pregnancy status, sexual orientation, gender identity, gender expression, veteran or citizenship status, age, or any other characteristic protected under applicable federal, regional, state, or local law. Such discrimination includes, but is not limited to, refusing to provide or accept TCF Applications or any other conduct that improperly takes into account these characteristics. This prohibition applies to the posting of discriminatory content, such as reviews or forum posts, on the TCF Applications 

We reserve the right to suspend any User’s access to the TCF Applications 

5. Jurisdictional Issues

 

We control and operate the TCF Applications from our facilities in the State of Iowa in the United States of America and, unless otherwise specified, the events referenced on the TCF Applications are presented solely for the purpose of promoting events at our facilities in Iowa.

 

6. Accounts, Passwords and Security

 

As a user, to access certain features or areas of the TCF Applications, you may at any time be required to register and create an account. You agree to provide true, accurate, current, and complete information about yourself as prompted by the applicable registration or log-in form, and you are responsible for keeping such information up to date (this includes your contact information, so that we can reliably contact you).

At all times, be sure to protect the confidentiality of your account password. We are not liable for any loss or damage arising from your failure to protect your password or account information.

 

7. Privacy

 

Our  Privacy Policy, describes how we handle the information you provide to us when you use our TCF Applications. You understand that through your use of the TCF Applications you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the processing and use by us and our affiliates. To the extent that you interact directly with a Vendor through our TCF Applications, you are subject to their Privacy Policy in connection with such interactions.

 

8. Applicable Law

 

You must comply with all applicable laws and contractual obligations when you use the TCF Applications. In using the TCF Applications, you also agree to abide by the rules outlined below.

 

Users of the TCF Applications

 

As a User of the TCF Applications, you expressly agree not to:

 

 

Vendors

 

If you are a Vendor, you further expressly agree not to:

 

 

We reserve the right to terminate any User’s access to the TCF Applications.

 

9. Protection of Intellectual Property Content

 

Our TCF Applicationsmay contain 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”). Unless otherwise indicated and/or provided pursuant to a third-party license, our Intellectual Property Content is 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 TCF Applications, including but not limited to its color combinations, sounds, layouts and designs.

 

You may use the TCF Applications (including any content and materials included on the TCF Applications) for your own personal, non-commercial use, but you may not use it for commercial purposes. You may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the TCF Applications unless explicitly authorized in these Terms. You may not frame or link to the TCF Applications without our prior written permission.

 

The TCF Applications contain 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 the Terms 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 the Terms 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.

 

10. Content Submitted by Users

 

 

Any information directed to the TCF Applications through any means is “Available Content.”

 

By posting Submitted Content, you expressly represent and warrant the following: (i) you are the owner, with all appurtenant rights thereto, of any and all Submitted Content; 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 Submitted Content. You further represent and warrant that all persons and entities connected with the Submitted Content, and all other persons and entities whose names, voices, photographs, likenesses, works, TCF Applications, and materials have been used in the Available Content or its exploitation, have authorized the use of their names, voices, photographs, likenesses, performances, and biographical data in connection with the advertising, promotion, trade and other exploitation of the Available Content and the rights granted herein.

 

Users are solely responsible for their Submitted Content. We do not control the Available Content of Users. We are not a publisher of Available Content and we are not responsible for its accuracy or legality. You assume legal responsibility for and will indemnify us from all liabilities, losses, or damages incurred as a result of any of your Submitted Content.

 

11. Our License to Submitted Content

 

By posting Available Content to any part of the TCF Applications, you automatically grant, and you represent and warrant that you have the right to grant to us, 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 Available Content for any purpose and in any format on or in connection with the TCF Applications, our business, or the promotion thereof, to prepare derivative works of, or incorporate such Available Content into other works, and to grant and authorize sublicenses of the foregoing. Additionally, by providing Submitted Content, you authorize us to use the names, voices, photographs, likenesses, performances, and biographical data included in or associated with any Available Content in connection with the advertising, promotion, trade and other exploitation of the Available Content and the rights granted herein. You acknowledge that we may retain archived copies of your Available Content and may continue to use your Available Content in connection with any materials that were created prior to your removal of your Submitted Content, in accordance with the license described above.

 

We always want to receive messages and feedback from our Users and welcome any comments regarding the TCF Applications. Any ideas, suggestions, comments or proposals you send to us (collectively, “Submissions”) are entirely voluntary and we will be free to use such Submissions as we see fit and without any obligation or compensation to you.

 

By using our TCF Applications, you agree not to post any Available Content that you know is incorrect or not current. 

We reserve the right, but do not have the obligation to monitor, remove, or restrict any Available Content for any reason, including, without limitation, that your Available Content is in violation of these Terms or is otherwise inappropriate, as determined in our sole discretion.

 

12. Indemnity

 

You agree to indemnify, defend, and hold us 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 TCF Applications, including but not limited to (i) your advertising, (ii) claims that any of your Available Content includes materials owned by third parties without authorization, was defamatory or harassing, or otherwise violated the rights of any third party or (iii) your breach of these Terms, or applicable law, by your or by someone accessing the TCF Applications via your account. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate with us in defending such claims. These indemnification, defense, and hold harmless obligations will survive these Terms and the termination of your use of the TCF Applications.

 

 

13. Governing Law; Venue and Jurisdiction

 

By using the TCF Applications, you agree that the laws of the State of Iowa, without regard to principles of conflict of laws of any state or jurisdiction, will govern the Terms and any dispute of any sort that might arise between you and us or any of our affiliates. With respect to any disputes or claims not subject to arbitration, you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Iowa, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Iowa.

 

14. Claims of Copyright Infringement — DMCA Notice

 

We take claims of copyright infringement seriously and will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the TCF Applications infringe your copyright, you may request removal of those materials from the TCF Applications by submitting written notification to us.

 

In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”) the written notice (the “DMCA Notice”) must include substantially the following:

 

  

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the TCF Applications is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

  

15. General Provisions

 

 

 

16. Event Protection Policy.

 

 

TCF will not be responsible or liable in any way for refunds or errors in issuing refunds in connection with your use of the TCF Applications. Users shall only initiate chargebacks or request refunds in situations where a User has a good faith belief that the charged amount is incorrect, the charge was fraudulent or there was some other error with the billed amount (“Valid Chargeback Request”). If you violate the foregoing, TCF reserves the right to pursue all remedies available to it, including suspension of your access to the TCF Applications.

                                         Exhibit A

Contact Information

 

If you have any questions or comments regarding these Terms and Conditions, or our Privacy Policy, you may contact us at TheCelebrationFarm.com or events@thecelebrationfarm.com.