Effective Date: April 24, 2024

These Terms of Use outline the terms and conditions ("Terms") for Loverly Inc. ("Loverly," "we," "us," or "our"). These Terms govern all websites and mobile applications owned and operated by us or our affiliates that link to these Terms, as well as related online and offline services (including our social media pages) (collectively, the "Services").

1. Acceptance of the Terms

By using or accessing the Services, you acknowledge your acceptance of these Terms and our Privacy Policy, which are incorporated herein by reference. If you do not agree to these Terms and the Privacy Policy, please refrain from using or accessing the Services. These Terms supersede any prior Terms of Use between you and us, our affiliates, or predecessors. Certain features or products available through the Services may be subject to additional terms and conditions presented to you at the time of use or purchase. For instance, any contests, sweepstakes, or other promotions (collectively, "Promotions") available through the Services may have separate rules, which you should review along with our Privacy Policy. In case of conflict between Promotion rules and these Terms, the Promotion rules shall apply. Additionally, some areas of the Services, such as The Loverly Shop, are hosted or provided by third-party hosts or service providers and may be subject to additional terms and conditions, available on those third parties’ websites.

PLEASE REVIEW SECTION 22 "MANDATORY ARBITRATION AND CLASS ACTION WAIVER" CAREFULLY AS IT REQUIRES DISPUTE RESOLUTION ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL INCLUDED TERMS AND HAVE CONSIDERED THE CONSEQUENCES OF THIS DECISION.

We reserve the right, at our sole discretion, to change, modify, add, or remove portions of these Terms at any time, and you agree to be bound by such modifications or revisions. It is your responsibility to periodically check the Terms because any changes will be binding on you. By continuing to access or use the Services after such revisions become effective, you agree to be bound by the revised Terms.

2. The Services and Users of the Services

Through our Services, we offer an innovative community and marketplace for individuals in the wedding industry, expectant parents, and those celebrating other significant life events. Our Services are available only to business entities and individuals aged 18 years or older, capable of forming legally binding contracts under applicable law.

Users of our Services include individual users such as prospective brides and grooms, newlyweds, event hosts, residents of a household, and expectant parents (collectively, "Members"), as well as companies and other third parties offering products and services related to weddings or other significant life events (collectively, "Vendors") (referred to collectively herein as "Users"). Certain areas of the Services may facilitate interaction between Members and Vendors for booking services offered by Vendors.

a. Members

As a Member, you acknowledge that while we employ techniques to verify the identity of Vendors when they register for memberships or subscriptions on our Services, we cannot guarantee each Vendor’s identity, capabilities, compliance with laws, or possession of required permits, licenses, or consents. We do not endorse any specific Vendor, nor do we guarantee the quality of their goods or services. Use our Services as a starting point for identifying organizations providing the products and services you need, then conduct your own research to ensure the service providers you choose are suitable for you.

b. Vendors

If you are agreeing to the Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to the Terms, and in such event, "you" and "your" refer to that entity.

As a Vendor, you acknowledge that we do not endorse you, your products, or services. We are not responsible for facilitating agreements between you and Members or assisting you in providing goods and services to Members. Your membership or subscription to our Services is non-transferable and may not be sold to another party.

Vendors must accurately list the name of their business on the Services. If there is a change to the business name, Vendors must promptly update the Services and may need to provide additional documentation for proof of name change. Vendors engaged in the sale of goods and services must possess valid business operations licenses, as applicable. In case of dissolution, merger, or significant personnel changes (e.g., sale of the company), we reserve the right to determine whether to maintain, transfer, or terminate the account, including all associated content.

We may offer various types of paid and free memberships or subscriptions, such as "Basic," "Free Trial,  or other unpaid vendor memberships, which do not guarantee advertising placement or other benefits. We reserve the right to modify or cancel such unpaid vendor memberships. Additionally, we may offer Paid Subscriptions, subject to additional terms and conditions outlined in the Terms of Purchase. In case of conflict between the Terms and terms for any service offered through the Services, such as Paid Subscriptions, the latter terms shall prevail for your use of that portion of the Services.

3. Neutral Venue

As a User, you acknowledge that we are not a product or service provider, vendor, or an agent for any Vendor. We and the Services operate solely as a neutral venue and digital platform where Users may connect for specific services or products. We are not involved in or party to the actual transaction between Users. Consequently, we have no control over the existence, quality, accuracy, safety, or legality of transactions on our Services or the accuracy of any Vendor listings. We are not liable or responsible for the actions or inactions of our Users.

4. Nondiscrimination Policy

We aim for all Users to feel welcome and included on our Services. Hence, we prohibit discrimination against Users, guests, or Our Representatives (as defined below) based on various protected characteristics under applicable laws. This prohibition encompasses discriminatory conduct such as refusing to provide or accept services, or posting discriminatory content on the Services, including reviews or forum posts. We will take steps to enforce this policy, including suspending from our Services those Vendors and Members who violate it. If you experience discrimination, please contact support at [email protected] with the subject "Nondiscrimination Policy," so we can investigate and take appropriate measures.

We reserve the right to suspend any User's access to the Services and terminate the contract of any Vendor who violates these rules or engages in offensive behavior, including actions that offend community standards or public morals and decency, such as making racist, discriminatory, or offensive comments.

5. Jurisdictional Issues

Loverly Inc. operates and controls the Services from its facilities in the United States of America. Unless otherwise stated, the materials presented on the Services are intended solely for promoting products and services available in the United States, its territories, possessions, and protectorates. We do not assert that the materials on the Services are suitable or available for use in other locations. If you choose to access the Services from other locations, you are responsible for complying with local laws, if applicable. Our affiliated companies have websites intended for various countries worldwide. For access to sites focused on Europe, Latin America, Canada, and India, please visit Bodas.net.

6. Accounts, Passwords, and Security

To access certain features or areas of the Services, you may need to register and create an account. You agree to provide accurate, current, and complete information about yourself when prompted by the applicable registration or log-in form, and you are responsible for keeping this information up to date, including your contact details for reliable communication with you. Some features of the Services may be accessible only to registered Users. Access to these areas requires logging in using your username and password. You are responsible for all activities conducted through your account, whether authorized by you or not.

Therefore, if you create an account, ensure to safeguard the confidentiality of your account password. We disclaim liability for any loss or damage arising from your failure to protect your password or account information.

7. Privacy

Our Privacy Policy outlines how we handle the information you provide to us when using our Services. By using the Services, you consent to the collection and use of this information (as outlined in the Privacy Policy), including processing and use by us and our affiliates. When interacting directly with a Vendor through our Services, you are subject to their Privacy Policy regarding such interactions.

8. Rules for Using the Services

You must comply with all applicable laws and contractual obligations when using the Services. Additionally, you agree to abide by the rules outlined below:

Users of the Services:

As a User, you expressly agree not to:

Vendors:

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

We reserve the right to suspend any User's access to the Services or cancel the contract of any User violating these rules.

9. Protection of Intellectual Property Content

Our Services contain copyrighted material, inventions, know-how, and other intellectual property (collectively, "Intellectual Property Content"). Unless otherwise indicated or provided under a third-party license, the Intellectual Property Content belongs solely to us, and we retain all associated rights. You may use the Services for personal, non-commercial purposes but may not use it for commercial purposes or modify, reproduce, or distribute the material unless explicitly authorized. You may not frame or link to the Services without our prior written consent.

The Services also contain trademarks, trade names, and other indicia of ownership ("Marks") owned or licensed for use by us. You agree not to contest or deny our ownership of the Marks, and not to utilize similar marks in a manner that diminishes their value or harms their reputation.

10. Content Submitted by Users

The Services may allow Users to submit or post information, and to share information with other Users. Any information submitted through the Services is "Submitted Content."

By posting Submitted Content, you represent and warrant either ownership of the content or a legitimate license to use it. You further represent that all individuals featured in the Submitted Content have authorized its use. You are solely responsible for your Submitted Content, and we do not control or endorse it. You assume legal responsibility for your Submitted Content and agree to indemnify us from liabilities arising from it.

11. Our License to Submitted Content

By posting Submitted Content on any part of the Services, you grant Loverly Inc. 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 Submitted Content for any purpose and in any format related to the Services, our business, or their promotion. This license includes preparing derivative works of, or incorporating such Submitted Content into other works, and granting and authorizing sublicenses of the foregoing. Additionally, by providing Submitted Content, you authorize Loverly Inc. to use associated names, voices, photographs, likenesses, performances, and biographical data for advertising, promotion, trade, and other exploitation. You acknowledge that Loverly Inc. may retain archived copies of your Submitted Content and continue to use it in connection with materials created prior to its removal, as described above.

We appreciate receiving messages and feedback from Users and welcome any comments regarding the Services. Any ideas, suggestions, comments, or proposals you send to us (collectively, “Submissions”) are voluntary, and we may use such Submissions as we see fit without obligation or compensation to you.

12. Rules Regarding Submitting Content

By using our Services, you agree not to post any Submitted Content that you know is incorrect or outdated. Additionally, you agree not to post Submitted Content or take any action that:

We reserve the right to monitor, remove, or restrict any Submitted Content for any reason, including violations of these Terms or inappropriate content, at our discretion.

You agree that any actions taken by Loverly Inc. or its representatives to regulate Submitted Content are undertaken voluntarily and in good faith. Our representatives may moderate Submitted Content and enforce these Terms at their discretion, but they do not have authority to make binding commitments or representations on our behalf.

You expressly agree that Loverly Inc. and its representatives shall not be liable for any actions or inactions related to regulating Submitted Content, conduct, or potential violations of these Terms.

13. Tools & Changes to Services

The Services offer various tools to Users (collectively, “User Tools”), some provided by third parties. Loverly Inc. is not responsible for the availability, suitability, or effectiveness of any User Tools.

To optimize Services operation, we continuously test and evolve them and may modify or discontinue any User Tools or other services without warning. You agree that we may make such changes at any time without notice.

We are not liable for any data loss due to User Tools malfunction or any other reason, nor for consequential damages resulting from data loss. It is advisable to keep a backup copy of all information.

14. Fees & Payments

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

Members:

Currently, a large portion of our Services is fee-free. However, we may offer optional fee-based services, which could include third-party services. Your use of such services is subject to additional terms and conditions, including those of the third parties involved. You will only be charged for fee-based services if you agree to use them. The fees and payment terms for these services will be clearly outlined separately.

We also offer subscriptions for wedding website customized domain services in annual increments ("WWCD"). While we make efforts to minimize service disruptions, we are not liable for any outages. The responsibility and liability associated with the WWCD domain name or content belong to the user. We reserve the right to reject, abandon, or transfer any domains or wedding websites if necessary, such as in cases of alleged infringement.

In addition, if you use any cash gifting feature or similar service ("Cash Gifting Service"), you agree to certain terms, including responsibility for payments made through third-party payment processors. We are not liable for lost payments, identity theft, fraud, or refunds related to Cash Gifting Services.

Vendors:

Vendors with valid accounts may choose to access additional paid services ("Premium Vendor Services"). These services are subject to separate terms.

We may introduce new fee-based services or adjust fees for existing services at any time. We reserve the right to modify the operation of the Services, including the order of advertisements and service delivery methods, without notice.

By opting into a fee-based program, you authorize us to charge your identified payment method. You must maintain a valid payment method while using fee-based services. Failure to do so may result in suspension or termination of access.

If there are any unpaid fees, you agree to pay them immediately. We may charge interest on overdue balances. We also reserve the right to report unpaid fees to credit agencies and cooperate with authorities in investigations or prosecutions.

We may rectify any processing errors by debiting or crediting the payment method used. We have no liability for payment errors made by Users.

Payments made through the Services are processed by third-party payment processors. Users agree to the terms of these processors when entering payment information. Users are responsible for any transactions they enter into with other Users.

You are responsible for all charges incurred under your account, including taxes. We may deactivate accounts with past due balances.

**Authorization; Payment Processing:**

You authorize us to charge your chosen payment method for any fees. This authorization remains in effect until you cancel or modify your preferences.

**Automatic Membership Renewal ("Auto-Renew"):**

If you're a Vendor, any terms regarding automatic renewal in your agreement with us will prevail. Otherwise, memberships may renew automatically. You must cancel your subscription before it renews to avoid charges. Renewal pricing terms are subject to change with notice.

 15.1. Text Messaging

By using Loverly Inc.'s Services, you agree to receive text (SMS) messages from us and our representatives at the phone number you provide. These messages may include operational updates and marketing content. Opting out of marketing messages is possible by texting STOP to any message from us or emailing [email protected] with your request. You may still receive operational messages during the opt-out process. Standard data and message rates may apply, and you're responsible for any charges incurred. Please update your account information if you change or deactivate your phone number.

15.2. E-SIGN Disclosure

Your agreement to receive text messages also serves as consent to the use of electronic records. You can withdraw this consent by contacting us at [email protected]. To access and retain electronic records, you'll need a device with internet access and either a printer or storage space. For a free paper copy or to update your contact information, contact us at [email protected].

16. Coupons & Discounts

Loverly Inc. may offer promotional coupons or discounts that can be used for purchases from us or third-party vendors. Each coupon or discount may have additional terms and conditions. Violating these terms will void the coupon or discount. Lost or stolen coupons are not our responsibility, and they're not redeemable for cash. We reserve the right to discontinue providing coupons or discounts at our discretion.

17. Disclaimers of Warranties

The Services provided by Loverly Inc. are for entertainment, educational, and promotional purposes only. We are not healthcare providers, and the Services do not constitute counseling, therapy, or medical advice. Your use of the Services is at your own risk. While we aim for accuracy and reliability, we do not guarantee the availability, accuracy, security, or uninterrupted operation of the Services. We reserve the right to make changes or corrections to the information provided on the Services at any time.

18. Limited Liability

Loverly Inc. and its affiliates are not liable for any direct, indirect, incidental, or consequential damages arising from your use of the Services. Our liability is limited to the fees you paid to us in the preceding 12 months or $100, whichever is less. You are solely responsible for your interactions with other users, and we are not liable for any disputes between users.

19. Indemnity

You agree to indemnify and hold Loverly Inc. and its affiliates harmless from any claims arising from your use of the Services or your breach of these Terms. We reserve the right to assume the defense of any such claims at our expense.

20. Suspension or Termination of Access and Remedies

Loverly Inc. may deny, suspend, or terminate your access to the Services at any time for any reason without notice. This includes violations of the Terms, creation of multiple accounts, non-payment of fees, or unethical conduct. If your access is terminated, you will not receive any refunds for unused portions of subscriptions or fees.

21. Governing Law; Venue and Jurisdiction

The Terms are governed by the laws of the State of New York, and any disputes will be resolved in the state and federal courts of New York.

22. Dispute Resolution

Please carefully review this section as it affects your legal rights, including your ability to file a lawsuit.

Application: These Terms are subject to the U.S. Federal Arbitration Act and cover all disputes between you and Loverly Inc. This includes claims related to the Terms, your relationship with us, and your use of the Services.

Initial Dispute Resolution: Before initiating formal action, you agree to attempt to resolve disputes with us informally. Contact us with a brief description of the dispute and your contact information.

Binding Arbitration: If informal resolution fails, either party may initiate binding arbitration. The arbitrator will have the authority to resolve all disputes arising from the Terms, including questions about their validity.

Filing a Demand: To start arbitration, follow the steps outlined, including sending a Demand for Arbitration to JAMS.

Class Action Waiver: Both parties agree to resolve disputes on an individual basis and waive the right to participate in class actions.

Exception: Intellectual property and small claims court claims may be litigated in court.

Opt-Out: You have the right to opt out of arbitration and class action waiver provisions within 30 days of the Effective Date or your first use of the Services.

Changes to This Section: Material changes to this section will be notified to you with a 30-day notice.

This section survives termination of your use of the Services.

23. Copyright Infringement

We take copyright infringement seriously. If you believe that any materials on Loverly Inc. infringe your copyright, you can request their removal by sending a written notification to our Copyright Agent at [email protected] or by mail at Loverly Inc., Attn: Legal Department, 3 Mount Ebo Rd #7 Brewster, NY 10509

Your notification must include:

- Your signature (physical or electronic)

- Identification of the copyrighted work you believe has been infringed

- Identification of the infringing material

- Contact information (name, address, phone number, email)

- A statement that you believe in good faith that the use of the material is not authorized

- A statement, under penalty of perjury, that the information provided is accurate

- A statement that you are authorized to act on behalf of the copyright owner

If you fail to comply with these requirements, your notice may not be effective. Knowingly making false claims may result in liability for damages.

If your content was removed by mistake, you can file a counter-notification with our copyright agent. Your counter-notification must include similar information as listed above and can be sent to the same address or email.

24. Linked Websites

Loverly Inc. may contain links to other websites or third-party sellers. These links are provided for your convenience, but we do not endorse or control the content of these sites or the products and services they offer. Use them at your own risk and review their terms of use and privacy policies.

25. Medical Advice Disclaimer

Loverly Inc. does not provide medical advice or treatment. If you have a medical emergency, call 911 immediately. The information provided on Loverly Inc. is for general educational purposes only. Consult a qualified healthcare provider for medical advice tailored to your individual needs.

26. General Provisions

- Claims must be filed within one year.

- Section headings are for convenience only.

- Loverly Inc. reserves the right to modify or discontinue services.

- No agency relationship is implied.

- Electronic communications constitute your consent to receive them.

- The Terms do not benefit third parties.

- You may not assign the Terms to anyone else.

- Trade usage or prior dealings do not modify the Terms.

- Failure to enforce any provision does not waive our rights.

- If any provision is deemed unenforceable, the rest remain valid.

- In case of conflict, these Terms prevail.

- These Terms constitute the entire agreement between you and Loverly Inc.

Contact Us

If you have any questions or comments regarding these Terms, please contact us at [email protected].