Reputation Management Services Agreement

These terms of use were last updated and posted on: November 13, 2023 

This Marketing Services Sales Order Form ("Sales Order") is entered into as of the date of the last signature below ("Effective Date") by and between BridalLive Software LLC, a Delaware limited liability company ("Provider"), and the entity detailed in the customer fields above ("Customer"). Provider and Customer may each be referred to as a "Party" or collectively as the "Parties." This Sales Order includes Exhibit A Description of Marketing Services and any other Exhibit or Schedule appended to this Sales Order. This Sales Order is subject to the terms and conditions of the Terms of Service located at https://www.bridallive.com/terms-of-use ("Terms of Service") which are hereby incorporated by reference.

1. Definitions1.1 Application Law: means all laws and regulations applicable, including without limitation: (i) the General Data Protection Regulation (EU) 2016/679 ("GDPR"); (ii) the GDPR as incorporated into UK law by the Data Protection Act 2018 and its amendments; (iii) the California Consumer Privacy Act of 2018 and the California Privacy Rights Act of 2020 and their respective amendments and implementing regulations; and (iv) the Telephone Consumer Protection Act of 1991.

1.2 Customer Data: means the content that Customer or Customer end users transmit to the Services.

1.3 Provider Platform:means the Services platform whereby Provider offers the Services.

1.4 Services: means the Provider marketing services and, if applicable, other services as described in Exhibit A.

2. Grant of Rights

2.1 Customer Data. Customer grants Provider the right to use the Customer Data for the sole purposes of performing its obligations under this Sales Order, including to provide the Services, and prevent or address service, support, or technical problems. All right, title, and interest in and to Customer Data is held exclusively by Customer. No title to or ownership of any proprietary rights related to the Customer Data is transferred to Provider pursuant to this Sales Order and Customer reserves all rights not expressly granted to Provider. Provider agrees to use the Customer Data solely in compliance with this Sales Order.

3. Customer Obligations

3.1 Use Restrictions. Customer will not: (i) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Services or the data contained in the Services; (ii) modify, copy or create derivative works based on the Services; (iii) reverse engineer the Services; (iv) intentionally interfere or disrupt the integrity or performance of the Services or third party data contained therein; or (v) attempt to gain, or allow others to gain unauthorized access to the Services.

3.2 Additional Obligations. Customer will at all times during the Term: (i) ensure that the Services is used in compliance with this Sales Order and Applicable Law; (ii) provide Provider with all reasonable co-operation in relation to this Sales Order; (iii) be solely responsible for the accuracy and quality of the Customer Data and the means by which Customer acquires its data; (iv) use all reasonable efforts to prevent unauthorized access to or use of the Services and notify Provider promptly of any unauthorized access or use thereof; and (v) carry out its responsibilities as set forth in this Sales Order in a timely manner.

4. Payment Terms and Fees

4.1 Services Fees. Subject to the terms and conditions of this Sales Order and the Terms of Service, the fees ("Fees") provide the Customer with access and use of the Provider Platform or other specified products and services.

4.2 Payment Method. You must pay any Fees charged by us for access and use of the Services we off in order to maintain access to and use of the Services. You are responsible for all sales, use, communications, excise, or similar tax or duty, and any other tax based on Provider's net income. Should you fail to pay the Fees on a timely basis we reserve the right to restrict your access to the Services until the Fees are paid in full, to cancel your account or to exercise any other remedies we may have. Customer may not remove or modify any proprietary marking or restrictive legends in Services.

4.3 Payment Terms. During the Term, the Customer shall pay Fees to Provider on a monthly basis.

4.4 Tax and Other Charges. Customer shall be solely responsible for and agrees to pay, indemnify, and hold Provider harmless from any and all sales, use, communications, excise, or similar tax or duty, and any other tax not based on Provider 's net income, including penalties and interest and any associated professional fees, and all other imposts levied upon or chargeable with respect to the use, license, sale, or delivery of the services or other deliverables in respect of this Sales Order, and any costs associated with the collection or withholding of any of the foregoing items.

4.5 Irrevocable Order. The terms and conditions set forth in this Sales Order are irrevocable in all respects, subject only to termination pursuant to the express terms of this Sales Order or the Terms of Service. Fees may be invoiced for the duration of the Term once this Sales Order is signed. By executing this Sales Order, the Customer agrees to pay all Fees for the Term.

5. Term and Termination

5.1 Term. The Sales Order shall commence on the "Term Start" set forth above and shall continue for the period in the "Initial Term" set forth above ("Initial Term"). Thereafter, the Services shall renew automatically for an additional term length (each, a "Renewal Term", and, together with the Initial Term, the "Term").

5.2 Termination. Provider may immediately cease providing Services and/or terminate this Sales Order for cause, without notice if: (i) Customer fails to pay any amount to Provider when due; or (ii) Provider believes that the provision of the Services or Customer's use of the Services may violate Applicable Law; or (iii) Provider believes Customer has violated any of the Use Restrictions set forth in Section 3.1 or the Additional Obligations set forth in Section 3.2.

6.Customer Warranties.     Customer represents and warrants that: (i) Customer will obtain end user consent prior to submitting personal information in connection the Services; (ii) Customer will comply with Applicable Laws; (iii) Customer products, services, and content do not infringe on the intellectual property rights of any third party; and (iv) Customer use of the Services will comply with the terms of this Sales Order and the Terms of Service.

7. Indemnification     The Customer shall indemnify, defend, and hold Provider its officers, directors, employees, and the successors and assigns of the foregoing harmless from and against any and all claims, regulatory action, damages, penalties, liabilities, and costs, including reasonable attorneys' fees, arising out of or related to: (i) Customer's alleged or actual violation of Applicable Law; and (ii) Customer alleged or actual infringement on third party intellectual property rights.

8. Limitation of Liability.

8.1     EXCEPT FOR CUSTOMER INDEMNIFICATION OBLIGATIONS AS SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS SALES ORDER, OR ANY LOSS OF REVENUE, PROFITS OR BUSINESS, COSTS OF DELAY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE; ALL WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), AND REGARDLESS OF WHETHER THE PARTIES KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF THE LOSS, INJURY OR DAMAGE IN QUESTION.

8.2     PROVIDER'S ENTIRE LIABILITY FOR ANY CLAIMS ARISING IN CONNECTION WITH ANY OBLIGATIONS UNDER THIS SALES ORDER SHALL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED THE AGGREGATE FEES PAID BY CUSTOMER UNDER THIS SALES ORDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT THE CAUSE OF ACTION AROSE.

9. Control     In the event of a conflict between the terms and conditions of this Sales Order and the Terms of Service, the terms and conditions of this Sales Order shall control with regard to the terms and conditions of the Services. The terms of this Sales Order will not amend the terms and conditions applicable to any other Sales Order unless expressly stated by reference to the Sales Order amended.

10. Changes     Provider may revise and update the terms and conditions of this Sales Order from time to time in Provider's sole discretion. All changes are effective immediately when posted at https://www.bridallive.com/rm-terms-of-service.html and apply to all access and use of the Marketing Services thereafter. Continued use of the Marketing Services following the posting of revised Sales Order means that the Customer accepts and agrees to the changes.

If you have any questions regarding these terms, please contact us:

By email: help@bridallive.com 
Address: 3423 Piedmont Road, NE; Atlanta, Georgia 30305
Phone: 888-764-2605