Terms & Conditions

Last update on 14 June 2021

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These Terms of Use describe the terms and conditions (the “Terms”) of The Wedding Hat LLC (“TWH”, “We”, “Us” or “Our”), and apply to www.theweddinghat.com web pages, mobile applications, social media platforms and all related web pages owned and operated by TWH or Our affiliates(the “Platform”). These Terms also apply to all online and offline services (collectively, the “Services”) provided by Us.

1. Effective date

The Terms are effective as of 02 September 2020(“Effective Date”)

2. Your Acceptance of the Terms

By using or accessing the Platform and Services, you confirm your agreement to be bound by these Terms and Our Privacy Policy, which are incorporated herein by reference. If you do not agree to these Terms and Privacy Policy, please refrain from using or accessing thePlatform and Services. Certain features or software that you use, purchase or download through the Platform may be subjected to additional terms and conditions which will be presented to you at the time of use, purchase or download. In the cases of contests or other promotions (each a “Promotion”, and collectively “Promotions”) which are organized by TWHand made available through the Platform, such Promotions may be subject to rules that are separate from these Terms. In the event of discrepancy between the rules of a Promotion and the Terms, the rules of the Promotion shall supersede the Terms. Furthermore, part of the Platform and Services may also be subject to additional terms and conditions of use from third parties’ websites such as Apple Store or Google Play Store.

We reserve the right, in Our sole discretion to change, modify, add, or remove portions of these Terms at any time, and by using or accessing thePlatform and Services, you agree to be bound by such modifications. It is your responsibility to check periodically the Terms because any changes will be binding on you.

3. The Services and Participants to the Services

TWH offers a suite of tools and a virtual marketplace for the wedding industry and for other type of events. Our Services are only available to business entities and individuals who are at least 18 years of age who can form legally binding contracts under applicable law. Participants include individuals such as prospective brides and grooms, newlyweds, wedding guests, wedding planners, people hosting an event (collectively, “Users”), and companies and other third parties offering products and services related to weddings or other type of events (collectively, “Vendors”) (all of the foregoing, including Users and Vendors, are referred to as each a “Participant”, and collectively “Participants”).

4. Users

As a User, you acknowledge that while TWH have carried out certain due diligence to verify the identity of the Vendors on the Platform when they sign up for membership to Our Services, Wecannot and will not guarantee each Vendor’s identity, capabilities, service offerings and that those Vendors have all the permits, licenses and such documents which comply with all applicable law. You should use the TWH Platform and your judgement to identify the Vendors that you need and conduct your own due diligence to ensure that the Vendors you choose to do business with are appropriate for you.

Further, while Our Platform will allow you to negotiate with the Vendors you choose and record those transactions in the tools We have created, TWH does not and shall not accept any liability for the Vendor defaulting on their obligations to you. It is the User’s responsibility to make sure that appropriate receipts are received from the Vendors by them and that payments are made to the appropriate accounts or directly as instructed by the Vendors.

While certain Vendors will also be categorized as “Featured” or “Premium” on Our Platform, those cannot be construed as endorsement of such Vendors. We do not endorse any particular Vendornor do We guarantee the quality of their goods or services.

5. Vendors

If you are agreeing to the Terms on behalf of a company, you represent and warrant that you have the authority to bind that company or yourself, in the event that you are authorized to provide your products and services without having a company, to the Terms.

You acknowledge that TWH reserves the right to carry out standard background due diligence on you and your business. We also reserve the right, in Our sole discretion, to reject a Vendor’sapplication and deny any Vendor access to Our Platform and Services.

You acknowledge that TWH will not endorse you or your products or services. We are in no way responsible for assisting you in either growing your business through Our Platform or in assisting you in reaching an agreement with Users. We will not be party and are also not responsible for assisting you in providing goods and services to Users. Failure to deliver agreed services to Users will solely be the respective Vendor’s responsibility and TWH will not be party to any action, whether through legal channels or outside or the legal framework, against the Vendor. Any Vendor’s membership or subscription to Our Services may not be transferred or sold to another party.

As a Vendor, it is your responsibility to list the true and correct name and description of your business and services and / or products. If there is a change to your business name and/or business activity, you must promptly update TWH and We may request for additional documentation for proof of name change and / or activity.

In the event that there is a material change (i.e. more than 50% at the ultimate ownership level), the Vendor will endeavor to notify TWH of such changes and TWH reserves the right to discontinue or change your membership level. If any Vendor 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 the Vendor’s account, including all content previously associated with such account.

We may offer different types of paid and free memberships or subscriptions. For instance, We may offer “Limited,” “New Bird” or other unpaid Vendor memberships. These unpaid Vendor memberships do not guarantee any advertising placement or other benefits. We reserve the right to modify the terms of or cancel any such unpaid Vendor memberships. We may also offer memberships or subscriptions for which a Vendor pays (“Paid Subscriptions”). Additional terms and conditions may apply to such Paid Subscriptions. If there is a conflict between the Terms and the terms for any service offered on or through the Platform, such as Paid Subscriptions, the latter terms shall take precedence with respect to the Vendor’s use of that portion of the Services.

6. Jurisdictional Issues

We control and operate the Services in the United Arab Emirates (“UAE”) and Egypt (collectively “Jurisdictions”) and unless otherwise specified, the materials displayed on the Platform are solely for the purpose of promoting products and services available in those Jurisdictions. We do not represent that materials on the Platform are appropriate or available for use in other locations. If Participants choose to access the Platform and / or Services from other locations, the Participants are responsible for compliance with local laws, if and to the extent that local laws are applicable.

7. Accounts, Passwords and Security

To access certain features or areas of the Platform and Services, Participants may be required to register and create an account. The Participants agree to provide true, accurate, current, and complete information as prompted by the applicable registration or sign-up form, and the Participants are responsible for keeping such information up to date (this includes the Participants contact information, so that TWH can reliably contact the Participants). In addition, certain features of the Services may only be available to Our registered Participants. To access those areas of the Services,Participants will be required to log in using their username and password. Participants are responsible for all activity occurring when the Services are accessed through their account, whether authorized by the Participants or not. Therefore, if Participants create an account, they need to ensure the protection and confidentiality of their account password. We are not liable for any loss or damage arising from the Participants failure to protect their password or account information.

8. Privacy

Our Privacy Policy describes how We handle the information Participants provide to TWH when the Participants use Our Platform and Services. The Participants understand that through their use of the Platform and Services the Participants consent to the collection and use (as set forth in the Privacy Policy) of this information, including the processing and use by TWH. To the extent that a User interacts directly with a Vendor through the Platform, the Participants are subject to their Privacy Policy in connection with such interactions.

9. Rules for Using the Services

Participants must comply with all applicable laws and contractual obligations when using the Platform and Services. In using the Platform and Services, Participants also agree to abide by the rules outlined below.

Participants to the Services

As a Participant to the Platform and / or Services, you expressly agree not to:

● Create an account in another person’s or entity’s name, create more than one account, use another’s account or impersonate another person or entity;

● Use the Platform and / or Services for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes Our rights or the rights of others;

● Restrict or inhibit other Participants from using and enjoying the Platform and / or Services;

● Collect information from the Platform using an automated software tool (including but not limited to use of robots, spiders, or similar means), or manually on a mass basis (unless We have given you separate written permission to do so); This includes, for example, information about other Participants and information about the offerings, products, services and promotions available on or through the Platform;

● Circumvent or reverse engineer the Platform or Services or Our systems or to gain unauthorized access to any areas of the Platform and/ or Services, or any other systems or networks connected to the Platform, or to any of the Services offered on or through the Platform that are not intended for access by you, by hacking, password “mining,” or any other illegitimate means;

● Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or Services or Our systems or networks, or any systems or networks connected to the Platform, including by “flooding” the Platform with requests;

● Use the Platform and / or Services to gain competitive intelligence about Us, the Services, or any product offered via the Services or to otherwise compete with Us or Our affiliates, or use information on the Platform to create or sell a similar service or productor information;

● Manipulate or forge identifiers to disguise the origin of any information posted on the Platform or otherwise provided to Us;

● Use the Platform and / or Services to promote spamming, chain letters, or other unsolicited communications; and

● Engage in tactics, or direct or encourage others, to attempt to bypass the Platform or Services or Our systems to avoid complying with any of Our applicable policies, including these Terms, Our Privacy Policy, paying applicable fees, or complying with other contractual obligations, if any.

Vendors

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

● Include promotional text in your storefront name and / or your storefront picture(s) and / or videos(s) and / or in the community forum conversations;

● Discourage, either through the Platform or otherwise, any User from hiring other Vendors on the Platform; and

● Undermine the integrity of Ourrating and review system in any way. Your membership or subscription may be suspended or terminated in such an event. Each Vendor acknowledges that therating and review consists of opinions left by other Users and a machine calculated score("Feedback"). You further acknowledge that TWH do not make judgments on the truth or accuracy of opinions or statements.

We reserve the right to suspend any Participant’s access to the Platform and Services and/or cancel the contract of any Participant that violates these rules.

10. Protection of Intellectual Property Content

Our Platform contains copyrighted material, inventions, know-how, potentially patentable business method material, designs, phrases, names, logos, HTML code and/or other computer code and/or scripts (collectively, “Intellectual Property Content”).

Our Intellectual Property Content is TWH 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 the Platform, including but not limited to its color combinations, sounds, layouts and designs.

Participants 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 Platform unless explicitly authorized in these Terms. Participants may not frame or link to the Platform without Our prior written permission.

11.Content Submitted by Participants

We may offer Participants the opportunity to submit or post information to the Platform, and to share information with other Participants through message boards and listings, and other means. Any information submitted to the Platform through any means is “Published Content.”

By posting Published Content, Participants expressly represent and warrant the following: (i) the Participant is the owner, with all appurtenant rights thereto, of any and all Published Content; or (ii) the Participant is the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce, and distribute Published Content. The Participant further represent and warrant that all persons and entities connected with the Published Content, and all other persons and entities whose names, voices, photographs, likenesses, works, services, and materials have been used in the Published 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 Published Content and the rights granted herein.

Participants are solely responsible for their Published Content. We do not control the Published Content of Participants. We are not a publisher of Published Content and We are not responsible for its accuracy or legality. The Participant assumes legal responsibility for and will indemnify Us from all liabilities, losses, or damages incurred as a result of any of the Participant Published Content.

12. Our License to Published Content

By posting Published Content to any part of the Platform, the Participant henceforth grant, represent and warrant that the Participant has 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 Published Content for any purpose and in any format on or in connection with the Platform, Services, Our business, or the promotion thereof, to prepare derivative works of, or incorporate such Published Content into other works, and to grant and authorize sublicenses of the foregoing. Additionally, by providing Published Content, the Participant authorizes Us to use the names, voices, photographs, likenesses, performances, and biographical data included in or associated with any Published Content in connection with the advertising, promotion, trade and other exploitation of the Published Content and the rights granted herein.The Participant acknowledges that We may retain archived copies of the Participant’s Published Content and may continue to use the Participant’s Published Content in connection with any materials that were created prior to the Participant’s removal from the Platform, in accordance with the license described above.

13. Rules Regarding Published Content

You agree not to post Published Content or take any action that:

● May create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to the Participant, any other person or any animal;

● Is fraudulent, vulgar, obscene, unlawful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, is harassing or menacing, high-pressure sales tactics, humiliating to other people (publicly or otherwise), libelous, threatening, highly coercive, profane, or otherwise harmful to any Participants or in any way violates the Privacy Policy;

● Creates liability for TWH in any manner whatsoever;

● Violates or possibly causes TWH to violate any applicable law, statute, ordinance or regulation or encourages criminal conduct;

● Scans or tests the vulnerability or security of the Platform or Services or Our system within which it operates or involves the upload, or insertion of, any programming language or code into or onto, the Platform;

● Contains the Participant personal information that the Participant does not wish to be made public or to be displayed in accordance with the applicable settings that the Participant indicated, or that contains another person's personal information or otherwise invades another's privacy;

● Contains any information (such as insider, proprietary or confidential information) that the Participant does not have a right to make available due to contract, fiduciary duty, or operation of law;

● Advertises the products or services of others or contains links to third-party websites or solicits business for products or services other than those that are offered and promoted on the Platform;

● Contains any computer hardware or software, viruses, Trojan horses, worms, spyware, or any other computer programming that may interfere with the operation of the Platform or Services or Our systems and or create or impose a large burden or load on the Platform or Services or Our systems; and

● Infringes any third party's intellectual property rights including but not limited to copyright, patent or trademark right.

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

The Participant agrees that any action or inaction by Us or any of Our directors, officers, shareholders, parent companies, subsidiaries, employees, consultants, affiliates, partners, agents or representatives (collectively, Our “Representatives”) to prevent, restrict, redress, or regulate Published Content, or to implement other enforcement measures against any Published Content, is undertaken voluntarily and in good faith. Our Representatives may moderate Published Content, conduct, and compliance with these Terms at Our discretion but they do not have any authority to make binding commitments, promises or representations on Our behalf.

The Participant expressly agrees that Our Representatives and anyone else authorized to act on Our behalf shall in no circumstances be liable as a result of any representation that We would or would not restrict or redress any Published Content, conduct or potential or purported violation of the Terms.

14. Fees & Payments

There are no minimum fees for Participants to join thePlatform. Optional fee-based services are available, but participation is not mandatory.

Users: There are currently no fee-based services for a large portion of Our Services. Your credit card will not be charged unless and until you agree to use that fee-based service and/or to incur a charge with us. The fee and timing of payments for the fee-based service will be described separately as part of the applicable fee-based service.

Occasional service outages, downtime, or disruptions to functionality may occur that TWH does not or cannot control. If such outages, downtime, or disruptions occur, TWH will use commercially reasonable efforts to assist with restoring the Services as soon as possible. We are not liable or responsible for damages if such outages occur.

Add additional members to your Wedding Party. In addition to and without limiting anything contained herein or in the Privacy Policy, if you use this feature, you agree to the following:

● The fee to add individual members (“Member Fee”) may vary from country to country and We may amend the Member Fee, at any time in Our sole discretion.

● Once paid, Member Fee will not be refundable even if the User decides to remove any additional member from their Wedding Party.

● The User may be liable to a Member Feeif they choose to add the previously deleted User to their Wedding Party again. TWH may decide, at Our sole discretion, to waive or refund such fees.

● The Services provide links and interfaces to third-party payment processors (“Payment Processors” or “Payment Processor”) that may permit Users to add members to their Wedding Party. The first member added is free and there will be a charge from the second member onwards per event.

● The User acknowledges that while We provide links to such Payment Processors, Wedo not control and are not responsible for payments made or received through such Payment Processors. Any use of Payment Processor services by the User: (i) may be subject to the fees set by the Payment Processor, (ii) is at the User’s own risk, (iii) is subject to the User’s agreement that We are not responsible for any fund transfers or anything else arising from or related to the services provided by a Payment Processor or third-party, and (iv) is subject to these Terms.

● The User acknowledges that they are submitting payment directly to the beneficiary (via a third-party Payment Processor or any other payment method) and therefore We are not responsible for lost payments, identity theft, fraud, or refunds.

Vendors: Vendors with valid Vendor accounts will be subject to paid services: (i) commission payments to TWH for services they provided to Users through the Platform (“Commission Payment”) and (ii) Vendors may opt into a paid subscription which will grant them different features based on the paid subscription level (“Paid Subscriptions”) (together “Vendor Paid Services”). Such Vendor Paid Services will be subject to additional terms.

We may add new Services for additional fees and charges, or add or amend fees and charges for existing Vendor Paid Services, at any time in Our sole discretion. You agree that We may test, implement, remove or modify features on the Platform at any time without notice.

Commission Payments: These payments will be calculated as the higher of a minimum payment for each booking (“Minimum Commission”) or a certain percentage (“Percentage Commission”) of the amount agreed between the User and the Vendor for each individual booking. The Vendor agrees that they will not engage in activities or discussions which will fraudulently misrepresent the amounts agreed between themselves and the Users. The Vendor also irrevocably agrees that TWH reserve the right to remove Vendors from the Platform who appear to manipulate such amounts at Our sole discretion. By using Our Platform and Services, the Vendor waives the right to bring forward any claim against TWH for any such removal. We may amend the Minimum Commission and Percentage Commission, at any time at Our sole discretion. We may also provide certain discounts or waive Commission Payments to individual Vendors at Our sole discretion. The Vendor agrees that if they do not make payments for Commission Payments in a timely manner, the Vendor may be subject to penalties and We may, at Our sole discretion, suspend or terminate the Vendor’s access to the Services.

Paid Subscriptions: If the Vendor opts-in to a Paid Subscription, the Vendor irrevocably and expressly authorizes TWH to debit or credit, as applicable, any monies to the account that they have provided. The Vendor agrees that it is their responsibility to maintain a valid, non-expired debit or credit card on file with TWH while engaging in fee-based activities on thePlatform. The Vendor agrees that if they do not maintain a valid, non-expired card on file with TWH during any billing attempt, they may be subject to penalties and We may, at Our discretion, suspend or terminate their access to any such fee-based Services upon any payment default.

The Vendor irrevocably and expressly authorizes TWH to withhold any monies and/or debit any monies from any account that they have provided for any charge backs, fees, costs, deductions, adjustments, and any other amounts owed to TWH. We reserve Our rights to all actions and remedies in connection with any monies owed to TWH. The Vendor will indemnify, defend and hold TWH harmless for any claims, demands or causes of actions that We take toward any identified account pursuant to this Section.

Billing Policies: The Vendor is responsible for paying any and all applicable fees as set forth in any agreement entered into (i) through the Platform or (ii) by clicking through to another digital property or mobile application that requires payment, and applicable taxes associated with the Services in a timely manner with a valid payment method. Unless We state in writing otherwise, all fees and charges are non-refundable and all fees are quoted in the Vendor’s respective currencies. All payments must be made by the methods specified within the Platform. If the Vendor wants to use a different debit or credit card, or there is a change in debit or credit card validity or expiration date, or if the Vendor believes someone has accessed the Services using theirusername and password without theirauthorization, the Vendor must contact info@theweddinghat.com.

Unpaid Fees: If, for any reason, any fees the Vendor owes TWH have not been received or in any manner realized by TWH(“Unpaid Fees”), the Vendor agrees to pay such Unpaid Fees immediately. In addition, We may charge interest, in the amount of 1.0% per month (or the maximum amount allowed by law), on any unpaid account balance that the Vendor maintains. Any partial payments made by the Vendor will first be applied to the most recent fees owed to TWH, including interest. We reserve the right to waive or reduce the amount of any Unpaid Fees, penalties, or interest at any time. The Vendor also agrees to pay any attorney fees, and other costs of collection incurred by TWH with respect to any Unpaid Fees. The Vendor also consents and authorizes TWH, in Our sole discretion, to make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

Correcting Mistakes in Payments to Vendors and Users:We reserve the right to fix any processing errors We discover directly or which are reported to Us. We will correct any processing errors by debiting or crediting the payment method used for the erroneous refund or reimbursement. TWH will have no liability for such errors.

Payment and Third-Party Payment Processors: Purchases made through the Platform by Participants may be processed through a third-party Payment Processor or other payment service provider. If applicable, the Participant may be provided a notice when entering the payment information directing the Participant to such Payment Processor’s terms of use and privacy policy. All payments are governed by the Payment Processor’s terms of use and privacy policy.

Parties Relationship: The applicable Vendor, and not TWH, is responsible for delivering any purchased goods or providing any services. If a Participant chooses to enter into a transaction with another Participant, the Participants agree and understand that they will be required to enter into an agreement and agree to any terms or conditions which may be imposed in relation to the transaction. As a Participant, you acknowledge and agree that you, and not TWH, will be responsible for performing the obligations of such agreements, except as otherwise expressly set forth in the Terms.

Charges on Your Account: The Participant is responsible for all charges incurred under the Participant’s account made by the Participant or anyone who uses the Participant’s account. If the Participant’s payment method fails or the Participant is past due on amounts owed, TWH may collect fees owed using other collection mechanisms. The Participant’s account may be deactivated without notice to the Participant if payment is past due, regardless of the amount. The Participant is also responsible for paying any taxes imposed on the use of the Platform or any Services contained therein, including, but not limited to, sales, use or value-added taxes. To the extent TWH are obligated to collect such taxes, the applicable tax will be added to the Participant’s billing account.

Authorization; Payment Processing:The Participant expressly authorize TWH to debit or credit any monies from the payment method the Participant has chosen. Authorization to charge the Participant chosen payment method account will remain in effect until the Participant cancels or modifiesthe preferences within the Platform; provided, however, that such notice will not affect charges submitted before TWH could reasonably act. The Participants shall be responsible for all fees associated with the processing of the payment method, including payment processing and associated bank fees.

Automatic Membership Renewal (“Auto-Renew”): Vendor memberships may renew automatically for successive periods. Without limiting the foregoing, if the Vendor signs up, upgrades, or renewstheir membership, the Vendor is automatically entered into Our auto-renew program unless otherwise specified in the applicable terms or agreement. This means that, unless otherwise specified in the applicable terms or agreement, Wewill charge the Vendor selected payment method at the start of each new membership term and during the membership term. To avoid having fees billed for the renewal term to their selected payment method, the Vendor must cancel theirsubscription before it renews as indicated in the applicable terms or agreement. The Vendor may cancel theirmembership on the Platform. If the Vendor is enrolled in a monthly or other periodic payment plan and the Vendor decides to cancel during the membership period, the Vendor acknowledges and agrees that, unless otherwise agreed in writing, they may continue to be billed on a monthly or other applicable periodic basis until their originally scheduled membership expiration date. Increase in pricing terms are subject to change, with notice, prior to the beginning of the next billing period. Decrease to pricing terms of periodic promotions may be applied at Our sole discretion.

15. Coupons & Discounts

We may allow Participants to receive promotional coupons (“Coupon” or “Coupons”), or other promotions or discounts (“Discount” or “Discounts”) that may be used to purchase goods and services from Us or third parties (“Coupon Vendors”). Additional terms and conditions may be contained on each Coupon or Discount. Any violation of the terms and conditions will make the Coupon and Discount void. We are not responsible for lost or stolen Coupons. Coupons or Discounts are not redeemable for cash. A Coupon or Discount is automatically void if prohibited by law. A Coupon or Discount may not be used for tips, taxes, and any other statutory limitations. The Participant acknowledges and agrees that We may stop (permanently or temporarily) providing the Coupons or Discounts to the Participant or to other Participants generally at Our sole discretion, without prior notice to the Participants.

16. Feedback Rules

● Users may only leave one Feedback item per unique transaction, whether positive, neutral, or negative, for any other Vendor.

● The User leaving the Feedback must have conducted business with the Vendor and be able to provide proof of that business, such as a signed contract or formal proof of payment (i.e., cashed check, credit card statement, paid invoice, or receipt). We may choose not to accept editable documents or email correspondences. We reserve the right to request additional information regarding proof of business.

● By submitting Feedback, the User agrees that Feedback is subject to compliance review by TWH at any time. We reserve the right to temporarily or permanently remove any Feedback which is being reviewed.

To protect the integrity of the rating and review system, Wewill only consider removing a Feedbackitem under the following scenarios:

● If Feedbackposted contains language that is profane, vulgar, discriminatory or contains adult material.

● If We receive a court order directing TWH to remove or modify the Feedback.

● If Feedbackcontains confidential information about another Participant or references litigation or court proceedings.

● If Feedback posted seeks to elicit or solicit any Participant’s contact information, such as other Participant’s email addresses, for any non-services related commercial or business purposes, or to transmit any unsolicited advertising, "junk mail” or "spam".

● If TWH cannot reach the User who left the Feedback, or the User fails to validate that the business was conducted with the Vendor within two months from the date that We first attempted to contact such User as part of any dispute process.

● If Feedback contains personally identifiable information of other Participants, personnel of Vendors or any other person. Personally identifiable information includes, but is not limited to, full names, date of birth, physical addresses, email addresses, credit card numbers, or any identification number provided by a government.

17. Filing a Ratings and Review Dispute

Participants may use the built-in Contact Ustoolon our Platform to initiate a Review Dispute or send an email to info@theweddinghat.com. All Vendors in receipt of a Feedbackwill have the opportunity to respond publicly to the Feedbackon the Platform.

18. Manipulating Feedback

Participants acknowledge and agree that the Platform isa neutral venue and that all transactions for services are made by and between Vendors and Users only and, therefore, Wecannot, do not and will not make any comments on behalf of any Participant. As a consequence, the Vendor acknowledges that the key component and integrity of the Platformis the ability of Participants to leave Feedback about Vendors and their services (whether positive, neutral or negative) and for other Participants to read and evaluate those Feedbackand make voluntary choices based upon that Feedback. Therefore, in order to preserve the key component and integrity of the Platform, you shall not:

● Attempt to restrict in any way a User’sright to post a review, by contract or otherwise;

● Offer a Usercash or other compensation or thing of value in any form in exchange for a more favorable review;

● Post and/or cut and paste and/or copy the content of a UserFeedbackfrom the Platformto your own personal or business site, to any other third party website and/or to or on any of your own personal, business or third-party marketing/advertising materials, regardless of the form;

● Attempt to gain Feedback by receiving multiple Feedback from the same User;

● Post or attempt to post, in any manner or by any means, a Feedback review on your own account; or

● Misrepresent or impersonate another Participant.

19. Waiver of guarantees and liabilities

TWH is not liable for the damages of any nature which may be due to a lack of accuracy, thoroughness or update or omissions in the information and services included on the Platform, and it does not have the duty or commitment to verify or monitor the Platform.

TWH may in its Services and articles published on the Platform use or refer to certain statistics. Some of these statistics may be based on Our judgement and may change from time to time. By using the Services, you understand that we do not accept any liability for damages of any nature due to (i) inconsistencies in the reported statistics and / or (ii) Participants using these statistics to make decisions.

TWH does not guarantee the availability, continuity or infallibility of the Platform and consequently, We cannot be held liable for any damages of any nature which may be due to the lack of availability or continuity in the functioning of the Platform and Services, or errors in accessing various web or mobile application pages.

We are not liable for content andinformation provided by Participants or for the content of the external websites to which it links. TWH cannot guarantee that such content is truthful or that it meets the purpose for which it was provided.

TWH is also not liable for opinions provided by the Participants on the Platform, the Forums, Communities or other tools on Our Platform. Without prejudice to the foregoing, TWH shall use means to moderate comments and opinions submitted by Participants to the Platform.

20. Governing Law; Venue and Jurisdiction

By using the Platform and Services, you agree that the laws of DIFC, Dubai, UAE, 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 Participants and Us or any of Our affiliates. With respect to any disputes or claims not subject to arbitration, the Participant agrees not to commence or prosecute any action in connection therewith other than in the courts of DIFC, Dubai, UAE.

21. Account Reporting System

Our Services are self-policed by Our Participants via a reporting system. The reporting system is used to communicate the policies of the Terms. Participants are able to "report" certain texts/content that do not comply with the Terms. A "Report" link will appear on certain pages. This information will then be sent to Us for investigation. If in Our sole discretion We deem the violation legitimate, either a warning, suspension or membership termination may be issued to the violating Participants. Participants agree not to report any content that they do not in good faith believe is inappropriate.

22. Suspension or Termination of Access and Remedies

We have the right to deny access to, and to suspend or terminate Participant’s access to, the Platform and Services, or to any features or portions of the Platform and Services, and to remove and discard any content or materials the Participant has submitted to the Platform, at any time and for any reason or for no reason and without notice to the Participant. Actions that may result in the rejection or removal of the Participants can include, but are not limited to: any violation of the Terms; the Participant’s creation, maintenance and/or management of more than one account; the Participant’s non-payment in full any Unpaid Fees; any attempt by the Participant to improperly influence, or cause another to improperly influence the Feedback of Participants; the Participant’s unethical conduct, to be determined at Our sole discretion; or any attempt by the Participant to harass, or cause another to harass, or have inappropriate communications with a Participant.

In the event that TWH suspend or terminate the Participant’s access to and/or use of the Platform and Services, the Participant will continue to be bound by the Terms that were in effect as of the date of the Participant’s suspension or termination. In the event We suspend or terminate the Participant’s account, the Participant understands and agrees that they shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with the Participant’s account or for anything else, unless applicable terms provide otherwise.

If you are a Vendor, after your relationship with Us is terminated for any reason, Weshall be entitled to retain and display all reviews associated with you on the Platform as well as basic directory information, including, without limitation, business name, mailing address, website address and telephone number.

23. Contact Us

If you have any questions or comments regarding these Terms, you can contact Us at info@theweddinghat.com.

The-wedding-hat

Terms & Conditions

Last update on 14 June 2021

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These Terms of Use describe the terms and conditions (the “Terms”) of The Wedding Hat LLC (“TWH”, “We”, “Us” or “Our”), and apply to www.theweddinghat.com web pages, mobile applications, social media platforms and all related web pages owned and operated by TWH or Our affiliates(the “Platform”). These Terms also apply to all online and offline services (collectively, the “Services”) provided by Us.

1. Effective date

The Terms are effective as of 02 September 2020(“Effective Date”)

2. Your Acceptance of the Terms

By using or accessing the Platform and Services, you confirm your agreement to be bound by these Terms and Our Privacy Policy, which are incorporated herein by reference. If you do not agree to these Terms and Privacy Policy, please refrain from using or accessing thePlatform and Services. Certain features or software that you use, purchase or download through the Platform may be subjected to additional terms and conditions which will be presented to you at the time of use, purchase or download. In the cases of contests or other promotions (each a “Promotion”, and collectively “Promotions”) which are organized by TWHand made available through the Platform, such Promotions may be subject to rules that are separate from these Terms. In the event of discrepancy between the rules of a Promotion and the Terms, the rules of the Promotion shall supersede the Terms. Furthermore, part of the Platform and Services may also be subject to additional terms and conditions of use from third parties’ websites such as Apple Store or Google Play Store.

We reserve the right, in Our sole discretion to change, modify, add, or remove portions of these Terms at any time, and by using or accessing thePlatform and Services, you agree to be bound by such modifications. It is your responsibility to check periodically the Terms because any changes will be binding on you.

3. The Services and Participants to the Services

TWH offers a suite of tools and a virtual marketplace for the wedding industry and for other type of events. Our Services are only available to business entities and individuals who are at least 18 years of age who can form legally binding contracts under applicable law. Participants include individuals such as prospective brides and grooms, newlyweds, wedding guests, wedding planners, people hosting an event (collectively, “Users”), and companies and other third parties offering products and services related to weddings or other type of events (collectively, “Vendors”) (all of the foregoing, including Users and Vendors, are referred to as each a “Participant”, and collectively “Participants”).

4. Users

As a User, you acknowledge that while TWH have carried out certain due diligence to verify the identity of the Vendors on the Platform when they sign up for membership to Our Services, Wecannot and will not guarantee each Vendor’s identity, capabilities, service offerings and that those Vendors have all the permits, licenses and such documents which comply with all applicable law. You should use the TWH Platform and your judgement to identify the Vendors that you need and conduct your own due diligence to ensure that the Vendors you choose to do business with are appropriate for you.

Further, while Our Platform will allow you to negotiate with the Vendors you choose and record those transactions in the tools We have created, TWH does not and shall not accept any liability for the Vendor defaulting on their obligations to you. It is the User’s responsibility to make sure that appropriate receipts are received from the Vendors by them and that payments are made to the appropriate accounts or directly as instructed by the Vendors.

While certain Vendors will also be categorized as “Featured” or “Premium” on Our Platform, those cannot be construed as endorsement of such Vendors. We do not endorse any particular Vendornor do We guarantee the quality of their goods or services.

5. Vendors

If you are agreeing to the Terms on behalf of a company, you represent and warrant that you have the authority to bind that company or yourself, in the event that you are authorized to provide your products and services without having a company, to the Terms.

You acknowledge that TWH reserves the right to carry out standard background due diligence on you and your business. We also reserve the right, in Our sole discretion, to reject a Vendor’sapplication and deny any Vendor access to Our Platform and Services.

You acknowledge that TWH will not endorse you or your products or services. We are in no way responsible for assisting you in either growing your business through Our Platform or in assisting you in reaching an agreement with Users. We will not be party and are also not responsible for assisting you in providing goods and services to Users. Failure to deliver agreed services to Users will solely be the respective Vendor’s responsibility and TWH will not be party to any action, whether through legal channels or outside or the legal framework, against the Vendor. Any Vendor’s membership or subscription to Our Services may not be transferred or sold to another party.

As a Vendor, it is your responsibility to list the true and correct name and description of your business and services and / or products. If there is a change to your business name and/or business activity, you must promptly update TWH and We may request for additional documentation for proof of name change and / or activity.

In the event that there is a material change (i.e. more than 50% at the ultimate ownership level), the Vendor will endeavor to notify TWH of such changes and TWH reserves the right to discontinue or change your membership level. If any Vendor 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 the Vendor’s account, including all content previously associated with such account.

We may offer different types of paid and free memberships or subscriptions. For instance, We may offer “Limited,” “New Bird” or other unpaid Vendor memberships. These unpaid Vendor memberships do not guarantee any advertising placement or other benefits. We reserve the right to modify the terms of or cancel any such unpaid Vendor memberships. We may also offer memberships or subscriptions for which a Vendor pays (“Paid Subscriptions”). Additional terms and conditions may apply to such Paid Subscriptions. If there is a conflict between the Terms and the terms for any service offered on or through the Platform, such as Paid Subscriptions, the latter terms shall take precedence with respect to the Vendor’s use of that portion of the Services.

6. Jurisdictional Issues

We control and operate the Services in the United Arab Emirates (“UAE”) and Egypt (collectively “Jurisdictions”) and unless otherwise specified, the materials displayed on the Platform are solely for the purpose of promoting products and services available in those Jurisdictions. We do not represent that materials on the Platform are appropriate or available for use in other locations. If Participants choose to access the Platform and / or Services from other locations, the Participants are responsible for compliance with local laws, if and to the extent that local laws are applicable.

7. Accounts, Passwords and Security

To access certain features or areas of the Platform and Services, Participants may be required to register and create an account. The Participants agree to provide true, accurate, current, and complete information as prompted by the applicable registration or sign-up form, and the Participants are responsible for keeping such information up to date (this includes the Participants contact information, so that TWH can reliably contact the Participants). In addition, certain features of the Services may only be available to Our registered Participants. To access those areas of the Services,Participants will be required to log in using their username and password. Participants are responsible for all activity occurring when the Services are accessed through their account, whether authorized by the Participants or not. Therefore, if Participants create an account, they need to ensure the protection and confidentiality of their account password. We are not liable for any loss or damage arising from the Participants failure to protect their password or account information.

8. Privacy

Our Privacy Policy describes how We handle the information Participants provide to TWH when the Participants use Our Platform and Services. The Participants understand that through their use of the Platform and Services the Participants consent to the collection and use (as set forth in the Privacy Policy) of this information, including the processing and use by TWH. To the extent that a User interacts directly with a Vendor through the Platform, the Participants are subject to their Privacy Policy in connection with such interactions.

9. Rules for Using the Services

Participants must comply with all applicable laws and contractual obligations when using the Platform and Services. In using the Platform and Services, Participants also agree to abide by the rules outlined below.

Participants to the Services

As a Participant to the Platform and / or Services, you expressly agree not to:

● Create an account in another person’s or entity’s name, create more than one account, use another’s account or impersonate another person or entity;

● Use the Platform and / or Services for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes Our rights or the rights of others;

● Restrict or inhibit other Participants from using and enjoying the Platform and / or Services;

● Collect information from the Platform using an automated software tool (including but not limited to use of robots, spiders, or similar means), or manually on a mass basis (unless We have given you separate written permission to do so); This includes, for example, information about other Participants and information about the offerings, products, services and promotions available on or through the Platform;

● Circumvent or reverse engineer the Platform or Services or Our systems or to gain unauthorized access to any areas of the Platform and/ or Services, or any other systems or networks connected to the Platform, or to any of the Services offered on or through the Platform that are not intended for access by you, by hacking, password “mining,” or any other illegitimate means;

● Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or Services or Our systems or networks, or any systems or networks connected to the Platform, including by “flooding” the Platform with requests;

● Use the Platform and / or Services to gain competitive intelligence about Us, the Services, or any product offered via the Services or to otherwise compete with Us or Our affiliates, or use information on the Platform to create or sell a similar service or productor information;

● Manipulate or forge identifiers to disguise the origin of any information posted on the Platform or otherwise provided to Us;

● Use the Platform and / or Services to promote spamming, chain letters, or other unsolicited communications; and

● Engage in tactics, or direct or encourage others, to attempt to bypass the Platform or Services or Our systems to avoid complying with any of Our applicable policies, including these Terms, Our Privacy Policy, paying applicable fees, or complying with other contractual obligations, if any.

Vendors

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

● Include promotional text in your storefront name and / or your storefront picture(s) and / or videos(s) and / or in the community forum conversations;

● Discourage, either through the Platform or otherwise, any User from hiring other Vendors on the Platform; and

● Undermine the integrity of Ourrating and review system in any way. Your membership or subscription may be suspended or terminated in such an event. Each Vendor acknowledges that therating and review consists of opinions left by other Users and a machine calculated score("Feedback"). You further acknowledge that TWH do not make judgments on the truth or accuracy of opinions or statements.

We reserve the right to suspend any Participant’s access to the Platform and Services and/or cancel the contract of any Participant that violates these rules.

10. Protection of Intellectual Property Content

Our Platform contains copyrighted material, inventions, know-how, potentially patentable business method material, designs, phrases, names, logos, HTML code and/or other computer code and/or scripts (collectively, “Intellectual Property Content”).

Our Intellectual Property Content is TWH 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 the Platform, including but not limited to its color combinations, sounds, layouts and designs.

Participants 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 Platform unless explicitly authorized in these Terms. Participants may not frame or link to the Platform without Our prior written permission.

11.Content Submitted by Participants

We may offer Participants the opportunity to submit or post information to the Platform, and to share information with other Participants through message boards and listings, and other means. Any information submitted to the Platform through any means is “Published Content.”

By posting Published Content, Participants expressly represent and warrant the following: (i) the Participant is the owner, with all appurtenant rights thereto, of any and all Published Content; or (ii) the Participant is the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce, and distribute Published Content. The Participant further represent and warrant that all persons and entities connected with the Published Content, and all other persons and entities whose names, voices, photographs, likenesses, works, services, and materials have been used in the Published 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 Published Content and the rights granted herein.

Participants are solely responsible for their Published Content. We do not control the Published Content of Participants. We are not a publisher of Published Content and We are not responsible for its accuracy or legality. The Participant assumes legal responsibility for and will indemnify Us from all liabilities, losses, or damages incurred as a result of any of the Participant Published Content.

12. Our License to Published Content

By posting Published Content to any part of the Platform, the Participant henceforth grant, represent and warrant that the Participant has 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 Published Content for any purpose and in any format on or in connection with the Platform, Services, Our business, or the promotion thereof, to prepare derivative works of, or incorporate such Published Content into other works, and to grant and authorize sublicenses of the foregoing. Additionally, by providing Published Content, the Participant authorizes Us to use the names, voices, photographs, likenesses, performances, and biographical data included in or associated with any Published Content in connection with the advertising, promotion, trade and other exploitation of the Published Content and the rights granted herein.The Participant acknowledges that We may retain archived copies of the Participant’s Published Content and may continue to use the Participant’s Published Content in connection with any materials that were created prior to the Participant’s removal from the Platform, in accordance with the license described above.

13. Rules Regarding Published Content

You agree not to post Published Content or take any action that:

● May create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to the Participant, any other person or any animal;

● Is fraudulent, vulgar, obscene, unlawful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, is harassing or menacing, high-pressure sales tactics, humiliating to other people (publicly or otherwise), libelous, threatening, highly coercive, profane, or otherwise harmful to any Participants or in any way violates the Privacy Policy;

● Creates liability for TWH in any manner whatsoever;

● Violates or possibly causes TWH to violate any applicable law, statute, ordinance or regulation or encourages criminal conduct;

● Scans or tests the vulnerability or security of the Platform or Services or Our system within which it operates or involves the upload, or insertion of, any programming language or code into or onto, the Platform;

● Contains the Participant personal information that the Participant does not wish to be made public or to be displayed in accordance with the applicable settings that the Participant indicated, or that contains another person's personal information or otherwise invades another's privacy;

● Contains any information (such as insider, proprietary or confidential information) that the Participant does not have a right to make available due to contract, fiduciary duty, or operation of law;

● Advertises the products or services of others or contains links to third-party websites or solicits business for products or services other than those that are offered and promoted on the Platform;

● Contains any computer hardware or software, viruses, Trojan horses, worms, spyware, or any other computer programming that may interfere with the operation of the Platform or Services or Our systems and or create or impose a large burden or load on the Platform or Services or Our systems; and

● Infringes any third party's intellectual property rights including but not limited to copyright, patent or trademark right.

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

The Participant agrees that any action or inaction by Us or any of Our directors, officers, shareholders, parent companies, subsidiaries, employees, consultants, affiliates, partners, agents or representatives (collectively, Our “Representatives”) to prevent, restrict, redress, or regulate Published Content, or to implement other enforcement measures against any Published Content, is undertaken voluntarily and in good faith. Our Representatives may moderate Published Content, conduct, and compliance with these Terms at Our discretion but they do not have any authority to make binding commitments, promises or representations on Our behalf.

The Participant expressly agrees that Our Representatives and anyone else authorized to act on Our behalf shall in no circumstances be liable as a result of any representation that We would or would not restrict or redress any Published Content, conduct or potential or purported violation of the Terms.

14. Fees & Payments

There are no minimum fees for Participants to join thePlatform. Optional fee-based services are available, but participation is not mandatory.

Users: There are currently no fee-based services for a large portion of Our Services. Your credit card will not be charged unless and until you agree to use that fee-based service and/or to incur a charge with us. The fee and timing of payments for the fee-based service will be described separately as part of the applicable fee-based service.

Occasional service outages, downtime, or disruptions to functionality may occur that TWH does not or cannot control. If such outages, downtime, or disruptions occur, TWH will use commercially reasonable efforts to assist with restoring the Services as soon as possible. We are not liable or responsible for damages if such outages occur.

Add additional members to your Wedding Party. In addition to and without limiting anything contained herein or in the Privacy Policy, if you use this feature, you agree to the following:

● The fee to add individual members (“Member Fee”) may vary from country to country and We may amend the Member Fee, at any time in Our sole discretion.

● Once paid, Member Fee will not be refundable even if the User decides to remove any additional member from their Wedding Party.

● The User may be liable to a Member Feeif they choose to add the previously deleted User to their Wedding Party again. TWH may decide, at Our sole discretion, to waive or refund such fees.

● The Services provide links and interfaces to third-party payment processors (“Payment Processors” or “Payment Processor”) that may permit Users to add members to their Wedding Party. The first member added is free and there will be a charge from the second member onwards per event.

● The User acknowledges that while We provide links to such Payment Processors, Wedo not control and are not responsible for payments made or received through such Payment Processors. Any use of Payment Processor services by the User: (i) may be subject to the fees set by the Payment Processor, (ii) is at the User’s own risk, (iii) is subject to the User’s agreement that We are not responsible for any fund transfers or anything else arising from or related to the services provided by a Payment Processor or third-party, and (iv) is subject to these Terms.

● The User acknowledges that they are submitting payment directly to the beneficiary (via a third-party Payment Processor or any other payment method) and therefore We are not responsible for lost payments, identity theft, fraud, or refunds.

Vendors: Vendors with valid Vendor accounts will be subject to paid services: (i) commission payments to TWH for services they provided to Users through the Platform (“Commission Payment”) and (ii) Vendors may opt into a paid subscription which will grant them different features based on the paid subscription level (“Paid Subscriptions”) (together “Vendor Paid Services”). Such Vendor Paid Services will be subject to additional terms.

We may add new Services for additional fees and charges, or add or amend fees and charges for existing Vendor Paid Services, at any time in Our sole discretion. You agree that We may test, implement, remove or modify features on the Platform at any time without notice.

Commission Payments: These payments will be calculated as the higher of a minimum payment for each booking (“Minimum Commission”) or a certain percentage (“Percentage Commission”) of the amount agreed between the User and the Vendor for each individual booking. The Vendor agrees that they will not engage in activities or discussions which will fraudulently misrepresent the amounts agreed between themselves and the Users. The Vendor also irrevocably agrees that TWH reserve the right to remove Vendors from the Platform who appear to manipulate such amounts at Our sole discretion. By using Our Platform and Services, the Vendor waives the right to bring forward any claim against TWH for any such removal. We may amend the Minimum Commission and Percentage Commission, at any time at Our sole discretion. We may also provide certain discounts or waive Commission Payments to individual Vendors at Our sole discretion. The Vendor agrees that if they do not make payments for Commission Payments in a timely manner, the Vendor may be subject to penalties and We may, at Our sole discretion, suspend or terminate the Vendor’s access to the Services.

Paid Subscriptions: If the Vendor opts-in to a Paid Subscription, the Vendor irrevocably and expressly authorizes TWH to debit or credit, as applicable, any monies to the account that they have provided. The Vendor agrees that it is their responsibility to maintain a valid, non-expired debit or credit card on file with TWH while engaging in fee-based activities on thePlatform. The Vendor agrees that if they do not maintain a valid, non-expired card on file with TWH during any billing attempt, they may be subject to penalties and We may, at Our discretion, suspend or terminate their access to any such fee-based Services upon any payment default.

The Vendor irrevocably and expressly authorizes TWH to withhold any monies and/or debit any monies from any account that they have provided for any charge backs, fees, costs, deductions, adjustments, and any other amounts owed to TWH. We reserve Our rights to all actions and remedies in connection with any monies owed to TWH. The Vendor will indemnify, defend and hold TWH harmless for any claims, demands or causes of actions that We take toward any identified account pursuant to this Section.

Billing Policies: The Vendor is responsible for paying any and all applicable fees as set forth in any agreement entered into (i) through the Platform or (ii) by clicking through to another digital property or mobile application that requires payment, and applicable taxes associated with the Services in a timely manner with a valid payment method. Unless We state in writing otherwise, all fees and charges are non-refundable and all fees are quoted in the Vendor’s respective currencies. All payments must be made by the methods specified within the Platform. If the Vendor wants to use a different debit or credit card, or there is a change in debit or credit card validity or expiration date, or if the Vendor believes someone has accessed the Services using theirusername and password without theirauthorization, the Vendor must contact info@theweddinghat.com.

Unpaid Fees: If, for any reason, any fees the Vendor owes TWH have not been received or in any manner realized by TWH(“Unpaid Fees”), the Vendor agrees to pay such Unpaid Fees immediately. In addition, We may charge interest, in the amount of 1.0% per month (or the maximum amount allowed by law), on any unpaid account balance that the Vendor maintains. Any partial payments made by the Vendor will first be applied to the most recent fees owed to TWH, including interest. We reserve the right to waive or reduce the amount of any Unpaid Fees, penalties, or interest at any time. The Vendor also agrees to pay any attorney fees, and other costs of collection incurred by TWH with respect to any Unpaid Fees. The Vendor also consents and authorizes TWH, in Our sole discretion, to make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

Correcting Mistakes in Payments to Vendors and Users:We reserve the right to fix any processing errors We discover directly or which are reported to Us. We will correct any processing errors by debiting or crediting the payment method used for the erroneous refund or reimbursement. TWH will have no liability for such errors.

Payment and Third-Party Payment Processors: Purchases made through the Platform by Participants may be processed through a third-party Payment Processor or other payment service provider. If applicable, the Participant may be provided a notice when entering the payment information directing the Participant to such Payment Processor’s terms of use and privacy policy. All payments are governed by the Payment Processor’s terms of use and privacy policy.

Parties Relationship: The applicable Vendor, and not TWH, is responsible for delivering any purchased goods or providing any services. If a Participant chooses to enter into a transaction with another Participant, the Participants agree and understand that they will be required to enter into an agreement and agree to any terms or conditions which may be imposed in relation to the transaction. As a Participant, you acknowledge and agree that you, and not TWH, will be responsible for performing the obligations of such agreements, except as otherwise expressly set forth in the Terms.

Charges on Your Account: The Participant is responsible for all charges incurred under the Participant’s account made by the Participant or anyone who uses the Participant’s account. If the Participant’s payment method fails or the Participant is past due on amounts owed, TWH may collect fees owed using other collection mechanisms. The Participant’s account may be deactivated without notice to the Participant if payment is past due, regardless of the amount. The Participant is also responsible for paying any taxes imposed on the use of the Platform or any Services contained therein, including, but not limited to, sales, use or value-added taxes. To the extent TWH are obligated to collect such taxes, the applicable tax will be added to the Participant’s billing account.

Authorization; Payment Processing:The Participant expressly authorize TWH to debit or credit any monies from the payment method the Participant has chosen. Authorization to charge the Participant chosen payment method account will remain in effect until the Participant cancels or modifiesthe preferences within the Platform; provided, however, that such notice will not affect charges submitted before TWH could reasonably act. The Participants shall be responsible for all fees associated with the processing of the payment method, including payment processing and associated bank fees.

Automatic Membership Renewal (“Auto-Renew”): Vendor memberships may renew automatically for successive periods. Without limiting the foregoing, if the Vendor signs up, upgrades, or renewstheir membership, the Vendor is automatically entered into Our auto-renew program unless otherwise specified in the applicable terms or agreement. This means that, unless otherwise specified in the applicable terms or agreement, Wewill charge the Vendor selected payment method at the start of each new membership term and during the membership term. To avoid having fees billed for the renewal term to their selected payment method, the Vendor must cancel theirsubscription before it renews as indicated in the applicable terms or agreement. The Vendor may cancel theirmembership on the Platform. If the Vendor is enrolled in a monthly or other periodic payment plan and the Vendor decides to cancel during the membership period, the Vendor acknowledges and agrees that, unless otherwise agreed in writing, they may continue to be billed on a monthly or other applicable periodic basis until their originally scheduled membership expiration date. Increase in pricing terms are subject to change, with notice, prior to the beginning of the next billing period. Decrease to pricing terms of periodic promotions may be applied at Our sole discretion.

15. Coupons & Discounts

We may allow Participants to receive promotional coupons (“Coupon” or “Coupons”), or other promotions or discounts (“Discount” or “Discounts”) that may be used to purchase goods and services from Us or third parties (“Coupon Vendors”). Additional terms and conditions may be contained on each Coupon or Discount. Any violation of the terms and conditions will make the Coupon and Discount void. We are not responsible for lost or stolen Coupons. Coupons or Discounts are not redeemable for cash. A Coupon or Discount is automatically void if prohibited by law. A Coupon or Discount may not be used for tips, taxes, and any other statutory limitations. The Participant acknowledges and agrees that We may stop (permanently or temporarily) providing the Coupons or Discounts to the Participant or to other Participants generally at Our sole discretion, without prior notice to the Participants.

16. Feedback Rules

● Users may only leave one Feedback item per unique transaction, whether positive, neutral, or negative, for any other Vendor.

● The User leaving the Feedback must have conducted business with the Vendor and be able to provide proof of that business, such as a signed contract or formal proof of payment (i.e., cashed check, credit card statement, paid invoice, or receipt). We may choose not to accept editable documents or email correspondences. We reserve the right to request additional information regarding proof of business.

● By submitting Feedback, the User agrees that Feedback is subject to compliance review by TWH at any time. We reserve the right to temporarily or permanently remove any Feedback which is being reviewed.

To protect the integrity of the rating and review system, Wewill only consider removing a Feedbackitem under the following scenarios:

● If Feedbackposted contains language that is profane, vulgar, discriminatory or contains adult material.

● If We receive a court order directing TWH to remove or modify the Feedback.

● If Feedbackcontains confidential information about another Participant or references litigation or court proceedings.

● If Feedback posted seeks to elicit or solicit any Participant’s contact information, such as other Participant’s email addresses, for any non-services related commercial or business purposes, or to transmit any unsolicited advertising, "junk mail” or "spam".

● If TWH cannot reach the User who left the Feedback, or the User fails to validate that the business was conducted with the Vendor within two months from the date that We first attempted to contact such User as part of any dispute process.

● If Feedback contains personally identifiable information of other Participants, personnel of Vendors or any other person. Personally identifiable information includes, but is not limited to, full names, date of birth, physical addresses, email addresses, credit card numbers, or any identification number provided by a government.

17. Filing a Ratings and Review Dispute

Participants may use the built-in Contact Ustoolon our Platform to initiate a Review Dispute or send an email to info@theweddinghat.com. All Vendors in receipt of a Feedbackwill have the opportunity to respond publicly to the Feedbackon the Platform.

18. Manipulating Feedback

Participants acknowledge and agree that the Platform isa neutral venue and that all transactions for services are made by and between Vendors and Users only and, therefore, Wecannot, do not and will not make any comments on behalf of any Participant. As a consequence, the Vendor acknowledges that the key component and integrity of the Platformis the ability of Participants to leave Feedback about Vendors and their services (whether positive, neutral or negative) and for other Participants to read and evaluate those Feedbackand make voluntary choices based upon that Feedback. Therefore, in order to preserve the key component and integrity of the Platform, you shall not:

● Attempt to restrict in any way a User’sright to post a review, by contract or otherwise;

● Offer a Usercash or other compensation or thing of value in any form in exchange for a more favorable review;

● Post and/or cut and paste and/or copy the content of a UserFeedbackfrom the Platformto your own personal or business site, to any other third party website and/or to or on any of your own personal, business or third-party marketing/advertising materials, regardless of the form;

● Attempt to gain Feedback by receiving multiple Feedback from the same User;

● Post or attempt to post, in any manner or by any means, a Feedback review on your own account; or

● Misrepresent or impersonate another Participant.

19. Waiver of guarantees and liabilities

TWH is not liable for the damages of any nature which may be due to a lack of accuracy, thoroughness or update or omissions in the information and services included on the Platform, and it does not have the duty or commitment to verify or monitor the Platform.

TWH may in its Services and articles published on the Platform use or refer to certain statistics. Some of these statistics may be based on Our judgement and may change from time to time. By using the Services, you understand that we do not accept any liability for damages of any nature due to (i) inconsistencies in the reported statistics and / or (ii) Participants using these statistics to make decisions.

TWH does not guarantee the availability, continuity or infallibility of the Platform and consequently, We cannot be held liable for any damages of any nature which may be due to the lack of availability or continuity in the functioning of the Platform and Services, or errors in accessing various web or mobile application pages.

We are not liable for content andinformation provided by Participants or for the content of the external websites to which it links. TWH cannot guarantee that such content is truthful or that it meets the purpose for which it was provided.

TWH is also not liable for opinions provided by the Participants on the Platform, the Forums, Communities or other tools on Our Platform. Without prejudice to the foregoing, TWH shall use means to moderate comments and opinions submitted by Participants to the Platform.

20. Governing Law; Venue and Jurisdiction

By using the Platform and Services, you agree that the laws of DIFC, Dubai, UAE, 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 Participants and Us or any of Our affiliates. With respect to any disputes or claims not subject to arbitration, the Participant agrees not to commence or prosecute any action in connection therewith other than in the courts of DIFC, Dubai, UAE.

21. Account Reporting System

Our Services are self-policed by Our Participants via a reporting system. The reporting system is used to communicate the policies of the Terms. Participants are able to "report" certain texts/content that do not comply with the Terms. A "Report" link will appear on certain pages. This information will then be sent to Us for investigation. If in Our sole discretion We deem the violation legitimate, either a warning, suspension or membership termination may be issued to the violating Participants. Participants agree not to report any content that they do not in good faith believe is inappropriate.

22. Suspension or Termination of Access and Remedies

We have the right to deny access to, and to suspend or terminate Participant’s access to, the Platform and Services, or to any features or portions of the Platform and Services, and to remove and discard any content or materials the Participant has submitted to the Platform, at any time and for any reason or for no reason and without notice to the Participant. Actions that may result in the rejection or removal of the Participants can include, but are not limited to: any violation of the Terms; the Participant’s creation, maintenance and/or management of more than one account; the Participant’s non-payment in full any Unpaid Fees; any attempt by the Participant to improperly influence, or cause another to improperly influence the Feedback of Participants; the Participant’s unethical conduct, to be determined at Our sole discretion; or any attempt by the Participant to harass, or cause another to harass, or have inappropriate communications with a Participant.

In the event that TWH suspend or terminate the Participant’s access to and/or use of the Platform and Services, the Participant will continue to be bound by the Terms that were in effect as of the date of the Participant’s suspension or termination. In the event We suspend or terminate the Participant’s account, the Participant understands and agrees that they shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with the Participant’s account or for anything else, unless applicable terms provide otherwise.

If you are a Vendor, after your relationship with Us is terminated for any reason, Weshall be entitled to retain and display all reviews associated with you on the Platform as well as basic directory information, including, without limitation, business name, mailing address, website address and telephone number.

23. Contact Us

If you have any questions or comments regarding these Terms, you can contact Us at info@theweddinghat.com.