bridalnegotiator Terms and Conditions

Agreement between Bridalnegotiator, LLC and Vendor

Bridalnegotiator.com is owned and operated by Bridalnegotiator, LLC ("Company" or "Bridalnegotiator"). This Agreement describes the terms and conditions applicable to the services available through and the use of this website, Bridalnegotiator.com and all related webpages and websites ("Site"). This Agreement describes your responsibilities and, among other things, limits the liability of Bridalnegotiator. BEFORE SUBMITTING AN APPLICATION AND/OR USING THE SITE OR USING ANY OF THE SERVICES PROVIDED ON THIS SITE, PLEASE READ ALL OF THIS AGREEMENT CAREFULLY. BY ACCESSING ANY AREAS OF THIS SITE OR USING THIS SITE IN ANY WAY, VENDOR ("VENDOR" OR "YOU") AGREES TO BE LEGALLY BOUND WITHOUT LIMITATION, QUALIFICATION, OR CHANGE AND TO ABIDE BY THESE TERMS AND CONDITIONS, WHICH WILL CONSTITUTE OUR AGREEMENT ("AGREEMENT"). If at any time Vendor does not agree with any part of this Agreement, VENDOR MUST DISCONTINUE USE OF THIS SITE. Bridalnegotiator reserves the right, in its sole discretion, to amend, modify, or alter this Agreement at any time by posting the amended terms on this Site. Bridalnegotiator recommends that Vendor review these terms and conditions periodically. The amended terms shall be effective from and after the date that they are posted on the Site. This Agreement may not otherwise be amended except in writing signed by both parties.

  1. Minors

    Persons under the age of 18 are not eligible to use any services on the Site.

  2. Acceptable Use/License

    Upon completing the online application for listing on the Site ("Application"), Bridalnegotiator grants Vendor a limited, personal, nontransferable, non-sublicensable, revocable license to access and use this Site only as expressly permitted in this Agreement. Except for this limited license, Bridalnegotiator does not grant Vendor any other rights or license with respect to this Site; any rights or license not expressly granted herein are reserved. The content and information on this Site, including, but not limited to, estimated wedding budgets, and other details related to the wedding of an individual, who is using the Site to secure services for his or her wedding ("Site User"), as well as the infrastructure used to provide such content and information, is proprietary to Bridalnegotiator. Vendor agrees not to:

    • use this Site or its contents or information for any purpose (direct or indirect), except to create and maintain a profile of Vendor's service offering(s) ("Profile"), to submit a bid ("Bid") to perform photography, videography, or disc jockey services on the Site, and acquire wedding bookings with Site Users ("Booking"), or for any purpose that is unlawful or prohibited by this Agreement;
    • modify, copy, store, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, data, software, products, Bid processes, booking processes, or services obtained from this Site in any way;
    • use the Site in any way that causes, or may cause, damage to the Site or impairment of the availability or accessibility of the Site;
    • take any action that imposes, or may impose, in the discretion of Bridalnegotiator, an unreasonable or disproportionately large load on the Bridalnegotiator infrastructure;
    • use the Site in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
    • use the Site for any purposes related to marketing without Bridalnegotiator's express written consent.
    • use the Site to copy, publish or send mass mailings, spam, or other unsolicited commercial email;
    • access, monitor or copy any content or information of this Site using any automated or manual means or process for any purpose without express written permission of Bridalnegotiator;
    • deep-link to any portion of this Site for any purpose without express written permission of Bridalnegotiator;
    • deliver any unlawful (according to local, state, federal, or international law or regulation) Profile or postings to or through the Site, or any Profile or postings which advocate illegal activity;
    • deliver, or provide links to any website whatsoever, any postings containing material that could be considered harmful, obscene, pornographic, indecent, lewd, violent, abusive, profane, insulting, threatening, tortuous, harassing, hateful or otherwise objectionable;
    • deliver or provide links to, any postings containing material that harasses, victimizes, degrades, or intimidates an individual or group of individuals on the basis of religion, race, ethnicity, sexual orientation, gender, age, or disability;
    • deliver or provide links to, any postings containing defamatory, false or libelous material;
    • deliver any posting that infringes or violates any intellectual property or other right of any entity or person, including, without limitation, copyrights, patents, trademarks, laws governing trade secrets, rights to privacy, or publicity;
    • deliver any posting to that Vendor does not have a right to make available under law, fiduciary, or contractual relationships;
    • impersonate another person or entity or falsely state or otherwise misrepresent Vendor's affiliation with a person or entity, or adopt a false identity;
    • use this Site for any purpose that is prohibited by this Agreement and/or any applicable additional terms;
    • use this Site in any manner which could damage, disable, overburden, or impair or otherwise interfere with the use of this Site or other users' computer equipment, or cause damage, disruption or limit the functioning of any software, hardware, or telecommunications equipment;
    • bypass or circumvent any and all measures employed to prevent or limit access to this Site;
    • attempt to gain unauthorized access to this Site, any related website, other accounts, computer system, or networks connected to this Site, through hacking, password mining, or any other means; and,
    • obtain or attempt to obtain any materials or information through any means not intentionally made available through this Site, including harvesting or otherwise collecting information about others such as email addresses.

    Vendor may only use the Site to complete an Application, to create and maintain a Profile, to Bid on weddings, and acquire Bookings and shall not use the Site to make any speculative, false or fraudulent Bids. Vendor represents that Vendor is of sufficient legal age to create binding legal obligations with Site Users and Bridalnegotiator and for any liability Vendor may incur as a result of Vendor's use of this Site. Vendor agrees to provide correct and true information in connection with Vendor's use of the Site and Vendor agrees to promptly update Vendor account and Profile information in order to keep it current, complete and accurate. It is a violation of law to create and maintain a Profile, place a Bid, or acquire Bookings in a false name. Please be aware that even if Vendor does not give Bridalnegotiator Vendor's real name, Vendor's web browser transmits a unique Internet address to Bridalnegotiator that can be used by law enforcement officials to identify Vendor. Fraudulent users will be prosecuted to the fullest extent of the law.

  3. Disclaimer of Warranties

    All content and material, including software, products, services, information, text, and related graphics contained within or available through this Site are provided on an "as is," "as available" basis. Bridalnegotiator makes no representations or warranties of any kind, either express or implied, as to the operation of the Site or the information, content or materials included on this Site to the fullest extent permissible pursuant to applicable law, Bridalnegotiator makes no representations or warranties of any kind, either express or implied as to the operation of this Site or the information, content or materials included on this Site to the fullest extent permissable pursuant to applicable law, Bridalnegotiator disclaims all representations and warranties of any kind, either express or implied, including, but not limited to, the implied warranties of merchantiability or satisfactory workmanlike effort, informational content, title, or non-infringement of the rights of third parties. Bridalnegotiator does not warrant or make any representations that this Site will operate error-free or uninterrupted, that defects will be corrected, or that the Site and/or its servers will be free of viruses and/or other harmful components. Bridalnegotiator does not warrant or make any representations regarding suitability, availability, accuracy, reliability, completeness, or timeliness of any material of any kind contained within the Site for any purpose, including software, products, services, information, text, and related graphics content.

    Bridalnegotiator is not responsilble for any failures caused by server errors, misdirected or redirected transmissions, failed internet connections, interruptions in the transmision or receipt of Bids or, any computer virus or other technical defect, whether human or technical in nature.

    Without limiting the foregoing, no warranty or guarantee is made (i) regarding the acceptance of any Bid, (ii) that a Vendor will receive any Booking or income through the Site, (iii) regarding the availability or amount of Site Users and/or Bookings through the Site, or (iv) regarding the results that may be obtained from the use of the Site.

  4. General Limitation of Liability

    TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BRIDALNEGOTIATOR, INCLUDING ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, CONTRACTORS, LICENSORS, AGENTS OR OTHERS INVOLVED IN CREATING, SPONSORING, PROMOTING, OR OTHERWISE MAKING AVAILABLE THE SITE AND ITS CONTENTS (COLLECTIVELY THE "COVERED PARTIES"), BE LIABLE TO ANY PERSON OR ENTITY WHATSOEVER, INCLUDING VENDOR, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, COMPENSATORY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO: (I) LOSS OF GOODWILL, PROFITS, CONTRACTS, INCOME, BUSINESS, BOOKINGS, REVENUE, DATA OR OTHER INTANGIBLE LOSSES; (II) VENDOR'S INABILITY TO USE, UNAUTHORIZED USE OF, PERFORMANCE OR NON-PERFORMANCE OF THE SITE; (III) UNAUTHORIZED ACCESS TO OR TAMPERING WITH VENDOR INFORMATION, PROFILE, BIDS, BOOKINGS OR TRANSMISSIONS; (IV) THE PROVISION OR FAILURE TO PROVIDE ANY PROFILE, BOOKING, INCOME, OR PAYMENT; (V) ERRORS OR INACCURACIES CONTAINED IN VENDOR'S PROFILE OR ON THE SITE OR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH THE SITE; (VI) ANY TRANSACTIONS OR BOOKINGS ENTERED INTO THROUGH THIS SITE; (VII) ANY PROPERTY DAMAGE INCLUDING DAMAGE TO YOUR COMPUTER OR COMPUTER SYSTEM CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, DURING OR ON ACCOUNT OF ACCESS TO OR USE OF THIS SITE OR ANY SITE TO WHICH IT PROVIDES HYPERLINKS; OR (VIII) DAMAGES OTHERWISE ARISING OUT OF THE USE OF THE SITE, VENDOR'S PROFILE, BOOKING, ANY DELAY OR INABILITY TO USE THE SITE, OR ANY INFORMATION, PRODUCTS, OR SERVICES OBTAINED THROUGH THE SITE. THE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF A COVERED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. Further, to the extent permitted by law, the Covered Parties accept no responsibilities for any damage and/or delay due to Site User event/wedding cancellations, shortages, sickness, pilferage, labor disputes, bankruptcy, weather, or other causes. The Covered Parties shall not be responsible for any actions or conduct of a Site User, Site User's breach of any duties nor shall the Covered Parties be responsible for any other wrongdoing of a Site User (including any liability in tort). The Covered Parties shall not be responsible for any Site User's failure to comply with this Agreement nor for any Site User's failure to comply with applicable federal, state, provincial and local law.

  5. Indemnification

    Vendor agrees to defend, indemnify, and hold harmless the Covered Parties from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought (i) by Vendor or on behalf of Vendor; (ii) by a Site User in relation to Vendor's acts, omissions, services or failure to perform services, or any other conduct or misconduct related to Site User's wedding awarded to Vendor, or (iii) by any individual or entity in relation to Vendor's:

    • breach of this Agreement
    • violation of any law or the rights of a third party; or
    • use of this Site in violation of the terms and conditions set forth herein.
    • failure to follow the specifications and/or direction of the Site User,
    • failure to satisfy a Site User's expectations in regard to Vendor's services.

  6. Restricted Access

    Vendor's access to this Site, Profile, and related account may be terminated immediately in Bridalnegotiator's sole discretion, with or without notice, if Vendor fails to comply with any provision of this Agreement and/or additional terms, or for any reason, or no reason. Bridalnegotiator reserves the right to restrict access to areas of the Site, or the whole Site, at Bridalnegotiator's discretion.

  7. Third Parties

    Vendor is prohibited from using the Site, in any way, for or on behalf of a third-party ("Third Party"), such as a family member or friend. For example, Vendor may only:

    • submit an Application, create and maintain a Profile to advertise Vendor's services or, in other words, services performed by Vendor, or
    • submit a Bid on Vendor's behalf only, not on behalf of any Third Party.

  8. Intellectual Property Rights and Copyright Notice

    Vendor acknowledges that all content and material included on this Site, including but not limited to, the information, data, software, photographs, graphs, video, typefaces, graphics, music, sounds, images, illustrations, maps, designs, icons, written and other material (collectively, "Content") and the arrangement and compilation of the Content are intellectual property and copyrighted works of and owned by Bridalnegotiator. Reproduction or storage of information or works retrieved from this Site, in all forms, media and technologies now existing or hereafter developed, is subject to the U.S. Copyright Act of 1976, Title 17 of the United States Code, or other applicable laws, and all applicable international copyright treaties and conventions, including without limitation, the Berne Convention and the Universal Copyright Convention. Subject to the license in Paragraph 2, all of Bridalnegotiator's intellectual property rights are reserved.

  9. Login Information

    If Bridalnegotiator provides Vendor with a user ID and password to enable Vendor to access restricted areas of the Site or other content or services, Vendor must ensure that the user ID and password are kept confidential. Vendor accepts responsibility for all activities that occur under Vendor's user ID or password. Bridalnegotiator may disable Vendor's user ID and password at Bridalnegotiator's sole discretion.

  10. Vendor Status

    The Vendor acknowledges and agrees that the Vendor is not an employee, independent contractor, agent, or have any other such relationship with Bridalnegotiator. Vendor acknowledges and agrees that he or she has been hired by the Site User that has booked Vendor's services through the Site. Bridalnegotiator is not a party to this relationship. Bridalnegotiator is merely a listing service that allows Site Users to research and engage wedding professionals, including Vendor, to perform photography, videography, or disc jockey services at the Site User's wedding.

    Vendor shall be free to accept employment, or to make other professional arrangements. However, Vendor understands and agrees that if Vendor does accept employment or make other professional arrangements, they cannot conflict or interfere with Bookings. Vendor may not use Bridalnegotiator's products, forms, or printed materials, or Bridalnegotiator's name, prestige, or drawing power in connection with or in support of any of Vendor's other activities.

    Vendor covenants that he or she is a professional photographer, videographer, or disc jockey. Vendor covenants that he or she is capable of delivering professional quality services to the Site User. As a professional, Vendor agrees to abide by and follow any of Site User's reasonable directions or specifications regarding the services or the performance thereof. Vendor shall have significant discretion and everyday control over Vendor's performance of services hereunder, subject to (a) the fulfillment of Vendor's duties and responsibilities arising under this Agreement, (b) Vendor's compliance with any of Site User's reasonable directions or specifications regarding the Vendor's services or the performance thereof, and (c) Vendor's compliance with all applicable laws and regulations.

  11. Expenses and Taxes

    Since the Vendor is not an employee, independent contractor, agent, or have any similar relationship with Bridalnegotiator, the Vendor shall be responsible for the filing of and payment of any and all federal, state, and local taxes, including, but not limited to sales taxes and income taxes. The Vendor shall be responsible for the cost of any expenses, benefits, or insurance including workers compensation and general liability insurance.

  12. Profile

    Vendor covenants that all information provided in the application for listing on Bridalnegotiator ("Application") is accurate, truthful, professional, and appropriate for all audiences. Vendor acknowledges and agrees that Vendor may only upload photography or video ("Sample Photography or Video") to Bridalnegotiator for use in Vendor's Profile that Vendor owns all rights, including copyright, therein. Vendor acknowledges and agrees that Vendor may only upload Sample Photography or Video for Vendor's Profile if the Sample Photography or Video was taken by Vendor. Vendor hereby grants Bridalnegotiator the unrestricted right to post online any of the information provided in the Vendor's Application and to post online the Sample Photography or Video. Also, Vendor hereby grants Bridalnegotiator the unrestricted right to use the Application or Profile information and Sample Photography or Video in any way it deems necessary to promote Vendor's services or the Site itself.

    Bridalnegotiator reserves the right to edit, revise, or remove any material, including but not limited to both Vendor's Profile and Sample Photography or Video, posted upon , submitted to, or uploaded to the Site.

    Bridalnegotiator may take such action as Bridalnegotiator deems appropriate to deal with the posting of unsuitable material, including suspending or canceling Vendor's account and/or Profile, restricting Vendor's access to the Site, or commencing legal proceedings against Vendor.

    In respect to all material, including but not limited to both Vendor's Profile and Sample Photography or Video, that Vendor posted upon, submitted to, or uploaded to the Site, Vendor grants to Bridalnegotiator a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute such material in any media, together with the right to sub-licence such rights.

  13. Bid/Acceptance Procedure

    On Bridalnegotiator.com, the Site User will submit their wedding day ("Wedding") requirements ("Requirements"), which will include the details of the service (photography, videography, or disc jockeying) needed and their budget for that service. If, the Site User has selected Vendor as one of the professionals to review their Requirements, then Vendor will be notified and the Site User's wedding will be available for Vendor to place a bid, or enter for what amount of compensation you would perform the services detailed in the Requirements ("Bid"). The Vendor acknowledges and agrees that the Vendor must either submit a Bid or reject the opportunity within 48 hours of the notification of the Site User's Requirements. If Vendor's Bid satisfies the Requirements and is the lowest bid entered by the Site User's selected vendors, then Vendor's Bid will be selected and Vendor will be awarded the Wedding. Vendor acknowledges and agrees that once Vendor's Bid is selected and Vendor are awarded the Wedding, then Vendor is legally bound to perform the services detailed in the Requirements. Vendor acknowledges and agrees that failure to perform such services has substantial legal consequences including those specified in Paragraph 15 herein.

    More than one Bid. If Vendor enters more than one Bid, each Bid will terminate all prior Bids entered by Vendor on the same Wedding Requirements. Therefore, at any given time, Vendor may only have one Bid on any specific Wedding Requirements.

  14. Payment

    Vendor will be paid as follows:

    • Photographers. Vendor will be paid in an amount equal to the Bid submitted by the Vendor. Bridalnegotiator will pay the Vendor within two weeks after the Vendor uploads the Event Photography (as defined in Paragraph 17) to the online photo site.
    • Videographers and Disc Jockeys. Vendor will be paid in an amount equal to the Bid submitted by the Vendor. Bridalnegotiator will pay the Vendor within two weeks after the Wedding.
    • Optional Escrow. Vendors may elect to receive payments referenced in this Paragraph 14 through escrow.com. Bridalnegotiator charges no fees to the Vendor for the use of escrow.com; however, escrow.com does. If a vendor elects to receive payments through escrow.com, any and all fees charged by escrow.com are paid by the Vendor.

  15. Vendor's Failure to Perform Services/Liquidated Damages

    If Vendor fails to appear or otherwise fails to perform the duties specified in this Agreement or expresses his intention not to appear at a Wedding which was awarded to Vendor, then Vendor agrees to pay liquidated damages to Bridalnegotiator in the amount of One Thousand Five Hundred Dollars ($1,500.00) per Wedding, Booking, or event, unless Vendor's failure to appear or failure to perform the duties specified in this Agreement is for one of the following reasons:

    1. Death of Vendor.
    2. Disability of Vendor. Vendor will be deemed to have a "disability" if, for physical or mental reasons, Vendor is physically unable to perform the duties under this Agreement for 60 consecutive days and this 60 day period spans the date(s) on which Vendor is to perform services at a Wedding which Vendor failed to appear or intends to fail to appear.
    3. Reasonable Substitute. Vendor may propose that a substitute perform the services which Vendor agreed to perform. If Bridalnegotiator or the Site User, in writing, determines that the proposed substitute is acceptable, then Vendor will be excused from performance of Vendor's duties.
    4. Written Release of Duties by Site User or Bridalnegotiator. Site User or Bridalnegotiator may choose to provide Vendor with a written release of duties agreed to be performed by Vendor.

    The Vendor acknowledges that these liquidated damages are necessary because Vendor's failure to appear at a wedding which was awarded to Vendor has a negative and detrimental impact on the reputation and goodwill of Bridalnegotiator and will inevitably result in lost business and referrals. Vendor also agrees to pay the attorney's fees and costs and expenses (including any travel expenses) and the court costs incurred in enforcing this provision or recovering the aforementioned liquidated damages.

  16. Copyright and Assignment

    Vendor acknowledges and agrees that Bridalnegotiator owns the rights, including copyright, patent, and other intellectual property rights, to all photography and video ("Event Photography and Video") taken by Vendor at a Booking, except Vendor retains the right to:

    • exhibit the Event Photography and Video as samples of Vendor's work ability;
    • use the Event Photography and Video in advertisements or other marketing material of Vendor's services;
    • publish the Event Photography and Video; and,
    • enter the Event Photography and Video in photography or videography contests or competitions.

    The Vendor may not sell, trade, give away, nor make any commercial use of the Event Photography and Video. In addition, Bridalnegotiator is entitled to all monies gained through the unauthorized use or sale of Event Photography and Video.

    In regard to the Event Photography and Video, Vendor agrees and acknowledges that Bridalnegotiator has the right:

    • To display, publish, or otherwise advertise the Event Photography and Video in any way;
    • To sell the Event Photography and Video in any way or via any medium or outlet whatsoever;
    • To alter, revise, or edit the Event Photography and Video in any way; and,
    • To create and sell albums or any other items, things, or merchandise that incorporate the Event Photography or Video.

    The Vendor covenants and agrees that Vendor will promptly:

    1. sign all other papers necessary to carry out the obligations in Paragraph 17; and
    2. give testimony and render any other assistance without expense to Bridalnegotiator in support of Bridalnegotiator's rights to any Event Photography or Video.

  17. Reprimand and Wedding Award Recission.

    If Bridalnegotiator believes that Vendor is violating of any of the terms and conditions of this Agreement, then Bridalnegotiator may investigate Vendor's conduct. If Bridalnegotiator, in its complete discretion, decides that Vendor has violated or intends to violate any of the terms of this Agreement, then Bridalnegotiator may, in its complete discretion, decide to do any of the following:

    • Forfeit, withhold, or cancel Vendor's payment under Paragraph 14;
    • Cancel or rescind any Wedding awarded to Vendor under Paragraph 13;
    • Remove Vendor's Profile from the Site; or
    • Any other form of discipline or reprimand deemed necessary.

  18. Deadlines

    Photography Deadlines. Vendor agrees to upload all the high resolution photographs taken at a Wedding to Bridalnegotiator's online photo site in jpeg (.jpg) format within three (3) weeks of the Wedding event date. The final high resolution photographs delivered to Bridalnegotiator must be "finalized" meaning the photographs must be correctly and properly exposed, have correct and proper white balance and color, and in focus. The photographs must be at the highest resolution possible and Bridalnegotiator must be able to create enlargements without any noticeable quality defects. If the Wedding Requirements include a disc to be provided to the Site User, then Vendor agrees to send the disc(s) to Site User within three (3) weeks of the Wedding event date.

    Videography Deadlines. Vendor agrees to provide the video to the Site User in accordance with the Wedding Requirements within three (3) months of the Wedding event date. Also, if Bridalnegotiator requests the video, then Vendor must provide the video to Bridalnegotiator within two (2) weeks of the request. The video footage must be properly exposed, lit, and focused, and have proper white balance/color.

  19. Wedding Cancellation

    If the Site User cancels his or her Wedding more than thirty (30) days prior to the Wedding date, then Vendor will receive no payment or remuneration for the Wedding. However, if the Wedding is cancelled less than thirty (30) days prior to the Wedding date, Vendor will receive 50% of Vendor's payment as described in Paragraph 14.

  20. Site User Contact

    The Vendor acknowledges and agrees that Vendor must contact the Site User within two (2) weeks of being awarded the Site User's Wedding. Failure to contact the Site User within this period may result in any of the following: recission of Wedding being awarded to Vendor, removal of Vendor's listing on Site, deduction of up to 50% of Vendor's payment as described in Paragraph 14 or any other consequences described in this Agreement for breach of its terms.

  21. Confidentiality

    1. Definitions. For the purposes of this Agreement, "Confidential Information" means any and all:
      1. trade secrets concerning the business and affairs of Bridalnegotiator, know how, formulae, algorithms, compositions, processes, designs, sketches, photographs, video, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, customer or potential customer lists or any type of customer information, current and anticipated customer requirements, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures, and architectures;
      2. information concerning the business and affairs of Bridalnegotiator (which includes historical financial statements, financial projections and budgets, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials);
      3. any documents prepared by and used by Bridalnegotiator including forms, contracts, client questionnaires, printed materials, any type of marketing material, and photography, videography, or entertainment guides, questionnaires, or outlines;
      4. notes, analysis, compilations, studies, summaries, and other material prepared by or for Bridalnegotiator containing or based, in whole or in part, on any information included in the foregoing; and
      5. any information or content contained in or on Bridalnegotiator.com, including but not limited to, the code, databases, data, images, image files, logos, site design, or any other site content.
    2. During and following the term of this Agreement, the Vendor will hold in confidence the Confidential Information and will not disclose it to any person or use it in anyway except with the specific prior written consent of Bridalnegotiator or except as otherwise expressly permitted by the terms of this Agreement.
    3. Any trade secrets of Bridalnegotiator will be entitled to all of the protections and benefits under applicable law. If any information that Bridalnegotiator deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this Agreement, such information will, nevertheless, be considered Confidential Information for purposes of this Agreement. The Vendor hereby waives any requirement that Bridalnegotiator submit proof of the economic value of any trade secret or post a bond or other security.
    4. The Vendor will not remove from Bridalnegotiator's premises (except to the extent such removal is for purposes of the performance of the Vendor's duties at an event, home or while traveling, or except as otherwise specifically authorized by Bridalnegotiator) any document, record, notebook, plan, model, component, device, or computer software or code, whether embodied in a disk, hard drive of any computer, email or other electronic transmission, or in any other form which contains Confidential Information (collectively, the "Proprietary Items"). The Vendor recognizes that, as between Bridalnegotiator and the Vendor, all of the Proprietary Items, whether or not developed by the Vendor, are the exclusive property of Bridalnegotiator. Upon termination of this Agreement by either party, or upon the request of Bridalnegotiator during the term of this Agreement, the Vendor will return to Bridalnegotiator all of the Proprietary Items in the Vendor's possession or subject to the Vendor's control, and the Vendor shall not retain any copies, abstracts, sketches, or other physical embodiment of any of the Proprietary Items.
    5. Confidentiality of Information in Disputes or Controversies. The Vendor recognizes that should a dispute or controversy arising from or relating to this Agreement be submitted for adjudication to any court, arbitration panel, or other third party, the preservation of the secrecy of Confidential Information may be jeopardized. All pleadings, documents, testimony, and records relating to any such adjudication will be maintained in secrecy and will be available for inspection by Bridalnegotiator, the Vendor, and their respective attorneys and experts, who will agree, in advance and in writing, to receive and maintain all such information in secrecy, except as may be limited by them in writing.

  22. Non-Interference

    1. Acknowledgements. The Vendor acknowledges that: (a) Bridalnegotiator's business is national in scope and its products and services are marketed in all states throughout the United States; (b) Bridalnegotiator competes with other businesses that are or could be located in any part of the United States; and (c) the provisions of this Paragraph are reasonable and necessary to protect Bridalnegotiator's business.
    2. Covenants of the Vendor. In consideration of listing the Vendor's profile on the Site, the referrals, and Bookings given or provided to the Vendor by Bridalnegotiator, the Vendor covenants that the Vendor will not, directly or indirectly:
      1. whether for the Vendor's own account or for the account of any other person, at any time during the term of this Agreement, solicit business of the same or similar type being carried on by Bridalnegotiator, from any Site User that is a customer or prospective customer of Bridalnegotiator, whether or not the Vendor had personal contact with such Site User during and by reason of the Vendor's work with Bridalnegotiator;
      2. whether for the Vendor's own account or the account of any other person (i) at any time during the term of this Agreement, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee or vendor of Bridalnegotiator at any time during the term of this Agreement or in any manner induce or attempt to induce any employee or vendor of Bridalnegotiator to terminate his employment with, account, or Profile on Bridalnegotiator; or (ii) at any time during the term of this Agreement, interfere with Bridalnegotiator 's relationship with any person, including any person who at any time during the term of this Agreement was an employee, contractor, supplier, vendor, or customer of Bridalnegotiator; or
      3. at any time, disparage Bridalnegotiator or any of its owners, shareholders, directors, officers, employees, independent contractors, or agents. A disparaging statement is any communication, oral or written, which would cause or tend to cause humiliation or embarrassment or to cause a recipient to question the business condition, integrity, product and service, quality, confidence or good character of any of these persons or entities. If Vendor makes a disparaging statement, then, for each disparaging statement made, Vendor must pay liquidated damages to Bridalnegotiator in the amount of One Thousand Dollars ($1,000.00) plus court costs and legal fees incurred by Bridalnegotiator in enforcing this provision.

    If any covenant in this Paragraph 23 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Vendor.

  23. Non-Waiver

    The failure by one party to require performance of any provision shall not affect that party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

  24. No Authority to Contract for or Bind Bridalnegotiator

    Vendor shall have no authority to enter into contracts or agreements on behalf of Bridalnegotiator or to bind Bridalnegotiator to any contracts or obligations of any kind, without previous written consent of Bridalnegotiator.

  25. Injunctive Relief and Additional Remedy

    The Vendor acknowledges that the injury that would be suffered by Bridalnegotiator as a result of a breach of the provisions of this Agreement would be irreparable and that an award of monetary damages to Bridalnegotiator for such a breach would be an inadequate remedy. Consequently, Bridalnegotiator will have the right, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement together with its costs and reasonable attorneys' fees, and Bridalnegotiator will not be obligated to post bond or other security in seeking such relief. Without limiting Bridalnegotiator's rights under this Paragraph or any other remedies of Bridalnegotiator, if the Vendor breaches any of the provisions of this Agreement Bridalnegotiator will have the right to cease making any payments otherwise due to the Vendor under this Agreement.

  26. Assignment

    The rights, duties and privileges of Vendor shall not be transferred or assigned by Vendor, in whole or in part, without the prior written consent of Bridalnegotiator.

  27. Headings

    The headings used in this Agreement are for convenience only and are not to be used in construction or interpretation.

  28. Governing Law and Interpretation

    This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws provision. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.

  29. Consent to Jurisdiction and Forum Selection

    The Vendor acknowledges and agrees that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the State and Federal courts located in Allegheny County, Pennsylvania. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the State and Federal courts located in Allegheny County, Pennsylvania shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement. Any final judgement rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgement and may be enforced in other jurisdictions in any manner provided by law.

  30. Entire Agreement

    This Agreement together with Bridalnegotiator's Privacy Policy constitutes the entire agreement between Vendor and Bridalnegotiator with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between Vendor and Bridalnegotiator with respect to the subject matter hereof. This Agreement may not be amended orally, but only by an agreement in writing signed by Vendor and Bridalnegotiator.