Twin Cities Wedding & Event Professionals Business-to-Business Agreement
Business-to-Business Member (B2B) Definition: Business that markets to TCWEP participating members/attendees; a business that will enhance and help other businesses.
This agreement is for a one year business-to-business membership to the Twin Cities Wedding & Event Professionals (hereinafter referred to as the “TCWEP”). This Agreement is by and between TCWEP, and the TCWEP Member who has completed payment and is in good standing with TCWEP.
TCWEP reserves the right to change pricing, the availability of services and benefits, and membership standing, membership definition, anytime at it’s sole discretion.
1. Subscription Levels, Services & Fees
Below is a description of the current TCWEP B2B Subscription levels offered with their restrictions, prices, and benefits:
- B2B Membership: 2018-2019 Membership $450 year. Membership is from September 1st, 2018 – August 31, 2019.
- Each B2B membership is limited to one person in the business; membership follows same person. Additional/multiple B2B memberships for same business can be purchased.
- Must be a business that markets to participating members/attendees; that will enhance and help other businesses.
- Become listed on the TCWEP website directory under your designated vendor category;
- Discounted entry fees to TCWEP monthly events
- Invited to participate on the referral message board (usually hosted on social media site, other than the TCWEP website);
- Eligible to supply the community calendar with TCWEP approved public events;
- Eligible to post job openings for company listed as subscriber;
Subscriber shall pay the above listed Membership Fee, to TCWEP, for Subscription advertising on http://www.tcwep.com/. Fees shall be paid in one upfront, lump sum. Fees may be paid by cash, check, or credit card. Credit card payments will incur and additional 3.2% service charge.
2. TCWEP Referral Message Board
TCWEP offers its members to be apart of a referral message board. The referral message board is usually hosted on a social media page other than the TCWEP website. The referral message board is intended for the use of the TCWEP subscribers, so Subscriber is asked to help build up the businesses of other subscribers by sending business their way whenever possible.
TCWEP strongly discourages any negative postings on the referral message board, but specifically prohibits negative postings about other members. Negative comments will be removed from the referral message board as soon as they are brought to the attention of TCWEP. If members violate the no negative postings policy, Member’s membership may be suspended or terminated at the sole discretion of TCWEP. If there are negative postings or comments about a member, it is your responsibility to request that TCWEP remove the negative posting or comment.
TCWEP is not responsible for monitoring the referral message board content on a regular basis. Further, TCWEP is not liable, and member agrees not to hold TCWEP responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from postings or comments about Subscriber, or Subscriber’s company, on the referral message board.
The goods and services provided by TCWEP shall be subject to appropriate taxes.
4. Subscriber’s Content & TCWEP’s Final Approval
- Logos and Tag Lines: Subscriber’s company logo, tag line, and any other required copy is due to TCWEP within three (3) days of the Subscription Start Date. After Subscriber has provided the required content, TCWEP will need approximately ten (10) days to add Subscriber’s posting to the vendor listing website. Any failure by Subscriber to provide TCWEP with the necessary logo, tag line and copy, may result in delays in Subscriber’s posting appearing on the site. Any delay in the uploading of the posting due to actions, or inactions, of Subscriber, will not entitle Subscriber to additional time on the site beyond their Subscription End Date.
- Final Approval: TCWEP will review the logo, tag line, and any copy provided by Subscriber. TCWEP shall have the authority to reject any logo, tag line, or copy that it finds within its sole discretion, to be inappropriate for the site for any reason whatsoever. If any content is rejected by TCWEP, Subscriber will be given an opportunity to revise the content for the posting.
Membership Fees will not be refunded to member if the membership is terminated for any reason. This membership will terminate one year from the membership start date. At that time you and TCWEP must sign a new agreement. TCWEP will provide a new agreement to Subscriber within 30 days of the membership End Date.
Member may request that their posting be removed from the site during the course of the Agreement. TCWEP will make every effort to accommodate such requests in a timely manner, however, again, no refunds will be given.
6. Disclaimer of Warranties
We try to keep TCWEP Services functioning properly, but we cannot guarantee the continuous operation of TCWEP Services. Operation of the website may be interrupted beyond TCWEP’s control.
You, member, agree that you are making use of TCWEP Services at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
In addition, to the extent permitted by applicable law, TCWEP (including any partners, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:
- Delays or disruptions in TCWEP Services;
- Referrals received through the TCWEP website;
- Postings or comments about Subscriber or Subscriber’s company on the
- TCWEP referral message board, negative or otherwise;
- Pricing, contracting, insuring or other guidance provided by TCWEP;
- Glitches, bugs, errors, or inaccuracies of any kind in TCWEP Services;
- Damage to your hardware device from the use of any TCWEP Service;
- Suspension or other action taken with respect to your account; or
- The duration or manner in which your vendor listing appears.
7. Use of Subscriber’s Image & Content
When providing us with content or causing content to be posted using TCWEP Services, member grants us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, publicity, trademarks, database rights and other intellectual property rights you have on the content, in any media known now or developed in the future. Further, to the fullest extent permitted under applicable law, you waive any claims or rights, and promise not to assert such claims, rights or any other intellectual property or publicity rights against us, our sublicensees, or our assignees.
You, member, represent and warrant that none of the following infringe any rights mentioned in the preceding paragraph: your provision of content to us, your causing content to be posted using the Services, and use of any such content (including of works derived from it) by us, our subscribers and members, or others in contract with us that is done in connection with the Services and in compliance with this Subscription Agreement.
8. Intellectual Property Infringement
TCWEP is committed to complying with U.S. intellectual property and related laws, and requires all subscribers of TCWEP to comply with these laws. Accordingly, Subscriber may not display any content in a manner that constitutes an infringement of third party intellectual property rights. It is TCWEP’s policy to reserve the right to remove listings, or terminate the Subscription, of any subscriber who is either found to infringe a third party intellectual rights, or whom TCWEP believes in its sole discretion is infringing these rights.
11. Additional Provisions:
a. Force Majeure: No Party to this Agreement shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disasters), Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections or any other cause beyond the reasonable control of the Party whose performance is affected.
b. Entire Agreement: This Agreement constitutes the entire agreement between the Parties, and supersedes all prior agreements whether oral or written concerning the subject matter of this Agreement. Except as expressly stated in this Agreement, TCWEP has made no representation to Subscriber with respect to the subject matter of this Agreement, and TCWEP has made no representation that has induced Subscriber’s execution and delivery of this Agreement.
c. Limitation of Liability; Indemnification:
Subscriber agrees that, to the fullest extent permitted by law, TCWEP’s maximum total liability for any claims, breaches or damages by reason of any act or omission, including breach of contract or negligence not amounting to willful or intentional wrongdoing, shall be limited to the amount of the Fees actually paid by Subscriber. Subscriber agrees that, to the fullest extent permitted by law, TCWEP shall not be liable for any claims for punitive damages, consequential damages, special damages, emotional distress, mental anguish, lost profits, loss of enjoyment, lost revenues or replacement costs.
Subscriber agrees to indemnify, defend and hold harmless TCWEP against any and all claims, costs, and expenses, including attorneys’ fees, arising in connection with images or music used at Subscriber’s request for which no copyright permission or privacy release was requested or uses which exceed the uses allowed pursuant to a license of
d. No Implied Waiver: The failure of any Party to require strict compliance with the performance of any obligations, terms or conditions of this Agreement shall not be deemed a waiver of that Party’s right to require strict compliance in the future, or construed as consent to any breach of the terms of this Agreement.
e. Modifications: Any modification or amendment to this Agreement requires the mutual consent of the Parties, and must be made in writing and signed by all Parties, which may include email for minor changes to the services and goods (equal to less than a 10% increase or decrease in the Fee) so long as the parties provide proper acknowledgement of the changes by way of an electronic signature.
f. Controlling Law and Jurisdiction: The validity, construction and enforceability of this Agreement shall be governed in all respects by the laws of the State of Minnesota and the Parties expressly agree that any dispute requiring resolution by a court shall be subject to the exclusive venue and jurisdiction of the state and federal courts located in Minnesota.
g. Dispute Resolution: Any dispute or claim arising under or in any way related to this Agreement in excess of Minnesota small claims court jurisdiction shall be submitted to neutral, non-binding mediation prior to the commencement of arbitration or any other proceeding before a trier of fact. The Parties to the dispute or claim agree to act in good faith to participate in mediation, and to identify a mutually acceptable mediator in Minnesota. All Parties to the mediation shall share equally in its cost. If the dispute or claim is resolved successfully through the mediation, the resolution will be documented by a written agreement executed by all Parties. If the mediation does not successfully resolve the dispute or claim, the mediator shall provide written notice to the Parties reflecting the same, and the Parties may then proceed to seek an alternative form of resolution of the dispute or claim, in accordance with the remaining terms of this Agreement. Any dispute arising under or in any way related to this Agreement in excess of Minnesota small claims court jurisdiction that is unsuccessfully resolved through mediation shall be submitted to binding arbitration. The Parties shall select a single arbitrator and the arbitration shall be held in Minnesota. The arbitrator’s decision shall be binding on the Parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing Party in any arbitration, trial or other proceeding shall be awarded all filing fees, related administrative costs and reasonable attorneys’ fees. Administrative and other costs of enforcing an arbitration award or judgment, including the costs of subpoenas, depositions, transcripts, witness fees, payment of reasonable attorneys’ fees and similar costs will be awarded to the
h. Counterparts; Signatures: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and which collectively shall constitute one Agreement. Use of fax, email and electronic signatures shall have the same force and effect as an original signature.
i. Severability: If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.
j. Headings: The headings contained in this Agreement are strictly for convenience, and shall not be used to construe meaning or intent.
BY SUBMITTING PAYMENT YOU AGREE ALL PARTIES HAVE READ AND
UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND PAYMENT
INDICATES INTENTION TO BE BOUND