PRO MEMBERSHIP AGREEMENT
This PRO Membership Agreement (the “Agreement”) by and among Wed Vibes Media, a California DBA (“Wed Vibes”), and You (“Customer”).
RECITALS
WHEREAS, Wed Vibes, hereinafter referred to as “Wed Vibes,” is a company specializing in the production and curation of editorial content, with expertise in the wedding and lifestyle industry;
WHEREAS, Wed Vibes operates the website https://wedvibes.media/ (the “Website”), providing a platform to showcase creative collaborations and promote various talents within the wedding and lifestyle sectors;
WHEREAS, Wed Vibes additionally assists professionals in the wedding industry to conceptualize, develop, and produce the promotional content; Wed Vibes takes on responsibility to manage and coordinate all aspects of the production process, including venue selection, model coordination, dress and accessory procurement, and the development of creative concepts and mood boards;
WHEREAS, Customer is engaged in a business within or related to the wedding industry and seeks to create specific Content (as defined below) for promotion of Customer’s products and/or services;
WHEREAS, Wed Vibes and Customer enter into this Agreement with the mutual intention of collaborating on the creation of content to be featured on the Website and other relevant platforms;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. PROMOTION OF CUSTOMER SERVICES.
Following the execution of this Agreement and throughout the Term (as defined below), Wed Vibes will use its commercially reasonable efforts, subject to the terms of this Agreement, to generally promote and market Customer’s services on the platforms controlled by Wed Vibes including:
- A dedicated landing page on the Website;
- Exclusive inclusion in the Wed Vibes Community Badge program;
- Consideration for inclusion in TOP lists of professionals and brands;
- Promotion of educational products, courses, and mentorship programs;
- Two (2) blog posts featured on the Website;
- Two (2) posts and six (6) Stories shared on Wed Vibes Instagram;
- Access to a dedicated Community Concierge;
- Membership in the private “Marketing Vibes” Facebook Group;
- Priority consideration for inclusion in upcoming publications, including round-up posts and articles by Web Vibes;
- Access to exclusive marketing and sales tips from in-house experts;
- Up to a 10% discount on any renewal;
- And more.
2. MEMBER’S RULES AND SPECIFICS.
2.1 Member’s Rules. Additional rules and specifics governing the submission of content and other relevant details pertinent to this Agreement (“Member’s Rules”) may be referenced and accessible through the following link: https://wedvibesmedia.com/community-guidelines
2.2 Incorporation by Reference. Customer agrees to abide by the terms and conditions set forth in the Member’s Rules, which are hereby incorporated into and made a part of this Agreement by reference.
2.3 Amendments or Modifications to the Member’s Rules. Any amendments or modifications to the Member’s Rules shall be effective upon publication at the provided link. Any disputes arising from or related to the interpretation or application of the Member’s Rules shall be resolved in accordance with the dispute resolution mechanism outlined in this Agreement.
3. PAYMENT.
Customer agrees to pay Wed Vibes the mutually agreed-upon sum for the services described above and the right to use the Content as outlined in this Agreement. Payment must be rendered prior to or contemporaneously with the execution of this Agreement.
4. TERM AND TERMINATION.
4.1 Term. The term shall commence on the date of this Agreement and remain in full force and effect for a period of twelve (12) full months from the date of signing (the “Term”). Upon the expiration of the twelve-month period, this Agreement shall automatically terminate, unless otherwise extended by mutual written agreement of the Parties.
4.2 Renewal. If Customer desires to renew this Agreement, Customer shall notify Wed Vibes of its intention to renew not less than sixty (60) days before the expiration of the Term. Beginning not less than thirty (30) days before the expiration of the Term, Wed Vibes shall diligently and in good faith negotiate with Customer to determine reasonable terms and conditions for renewal of this Agreement and extension of the Term before the end of the Term. If the parties are not able to conclude negotiations within 15 days, then Customer shall be free to initiate negotiations with any other person.
4.3 Termination.
(a) By Either Party. Either party may terminate this Agreement by providing written notice to the other person not less than thirty (30) days prior to the intended termination date.
(b) Breach. If a party materially breaches any of the terms of this Agreement, the other party may terminate the breaching party’s rights and obligations under this Agreement five (5) days after written notice to the breaching party, if the breach is not remedied within that period to the reasonable satisfaction of the nonbreaching parties. The termination shall not relieve the breaching party from liability for the performance of its obligations before the termination, and shall not deprive the other parties of any rights and remedies available to them under this Agreement or at law or in equity.
(c) No Response. This Agreement shall be automatically terminated, with no refund issued, in the event that Customer fails to respond to Wed Vibes’ communication within four (4) months.
4.4 Effects of Termination. On the termination or expiration of this Agreement, Wed Vibes will revoke Customer’s membership and remove all of Customer’s content from their website.
4.5 Survival. Sections 5 and 6 shall survive termination of this Agreement.
5. REPRESENTATIONS AND WARRANTIES.
5.1 Representations and Warranties of Wed Vibes. Wed Vibes acknowledges that the Content is the valuable intellectual property of Customer and Wed Vibes agrees that it shall not use or modify any of the Content, except as otherwise permitted under this Agreement or as otherwise permitted by Customer in their reasonable business judgment.
5.2 Disclaimer of Warranty. Wed Vibes promotional services (e.g., posting the Content on its website or social media accounts) are provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title and implied warranties of merchantability or fitness for a particular purpose, other than those warranties that are implied by or incapable of exclusion, restriction, or modification under, the laws applicable to this Agreement.
5.3 Compliance with Laws. Each party shall comply with all federal, state, and local laws, licensing regulations, and rulings of governmental bodies having jurisdiction over its business. Nothing in this Agreement shall be construed to require either party to perform any act in violation of any laws, regulations, or rulings.
6. MISCELLANEOUS PROVISIONS.
6.1 Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement, shall be governed by and construed in accordance with the law of the State of California, other than conflicting choice of law provisions.
6.2 Notices. Any notice or other communication required or permitted to be given under this Agreement shall be given in writing and delivered by first class mail, delivered in person, transmitted by confirmed facsimile or e-mail, or delivered by courier service, properly addressed and with all applicable delivery charges prepaid, to the person signing this Agreement on behalf of the party to receive notice, at its address specified below, and shall be deemed effective on receipt. Either party may from time to time change the person to receive notices or the party’s address for receiving notices, by giving the other person notice of the change in accordance with this section.
6.3 Mediation and Arbitration. The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement and exceeding $5,000 U.S. dollars amount of claim shall be submitted to ADR SERVICES, INC., or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to ADR SERVICES, INC., its successor, or an alternative dispute resolution company mutually agreeable to the parties, for final and binding arbitration pursuant to the arbitration clause set forth below. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, that exceeds $5,000 U.S. dollars, shall be determined by arbitration in Orange County, California, before one arbitrator. At the option of the first to commence an arbitration, the arbitration shall be administered either by ADR SERVICES, INC. pursuant to its Comprehensive Arbitration Rules and Procedures, or by an arbitrator mutually agreed upon by the parties. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Each party is to bear its own costs of arbitration, attorneys’ fees, and other costs.
Any dispute, claim or controversy arising out of or relating to this Agreement for less than $5,000 U.S. dollars shall be resolved in a Small Claim Court in Orange County, California.
6.4 Entire Agreement. The terms and conditions of this Agreement and any and all exhibits attached hereto represent the entire understanding between the parties with respect to the subject matter of this Agreement and supersede all prior and contemporaneous agreements and understandings, inducements, or conditions, express or implied, oral or written. The express terms of this Agreement control and supersede any course of performance or usage of trade inconsistent with any of the terms of this Agreement. This Agreement may not be modified or amended other than by an agreement in writing signed by the parties.
6.5 Limitations of Liability. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OF ANY NATURE UNDER THIS AGREEMENT, WHETHER THE DAMAGES ARE ALLEGED IN TORT, CONTRACT, OR INDEMNITY, EVEN IF THE PARTY IS INFORMED OF THE POSSIBILITY OF THE DAMAGES, UNLESS THE DAMAGES ARE DUE TO THE PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
CUSTOMER HEREBY AGREES THAT IN NO EVENT SHALL WEB VIBES, ITS OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND/OR SUPPLIERS’ TOTAL AND AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER.
6.6 Headings. Headings in this Agreement are for convenience only, form no part of this Agreement, and shall not affect its interpretation.
6.7 Force Majeure. No party shall be held to be in breach of this Agreement by reason of any failure or delay in its performance under this Agreement if that failure is due to causes beyond its reasonable control, including but not limited to, acts of the other parties, acts of God, delays in transportation, inability beyond its reasonable control to obtain necessary labor or materials, or events such as fires, floods, earthquakes, storms, wars (declared or undeclared), acts of public enemy, civil commotions, and the like or by any law, rule, regulation, order, or other action by any public authority. To the extent that failure to perform is caused by such an event, the failing party shall be excused from performance under this Agreement as long as the event continues to prevent performance, provided that party takes all reasonable steps to resume full performance.
6.8 Independent Contractors. Each party is an independent contractor and shall have no authority to obligate or bind the other parties in any respect. No employee of a party shall represent themselves as an employee of another party.
6.9 Binding Agreement. This Agreement shall be binding on the parties and their respective heirs, executors, successors, and assigns. No party, without the prior written consent of the other parties, may assign or transfer this Agreement or any obligation incurred under this Agreement, and any attempt to do so in contravention of this section shall be void and of no force and effect.
6.10 Timely Performance. In the performance of this Agreement, time is of the essence.
6.11 Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
6.12 Waiver. The failure of Wed Vibes to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Wed Vibes must be in writing and signed by an authorized representative of Wed Vibes.
6.13 Contact Information. If you have any questions regarding this Agreement, please contact us at:
Wed Vibes Media
1765 Santa Ana Ave, M104, 92627, California, USA
+13106941079
BY CLICKING THE “I AGREE” BUTTON BELOW, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT.
