Social Impact Platform

Terms of Service

Agreement between User & One Celebrations LLC

The Social Impact Platform (“Product”) is a cloud-based application comprised of various web pages operated by One Celebrations LLC ("One Celebrations,” “we,” or “us”). The Product is offered to the User, conditioned on the User’s acceptance without modification of the Terms of Service, conditions, and notices contained herein (the "Terms"). Use of the Product constitutes a User’s agreement (“Agreement”) to all such Terms as updated from time to time. This Agreement is between the paying subscriber, including the subscriber’s authorized agents and authorized representatives (collectively referred to herein as the “User”) and One Celebrations.

 

Through a subscription to the Product, we provide Users with access to proprietary research-based functionality and other Tools (as defined below) to help our customers organize and celebrate corporate community engagement programs. The Tools are delivered in connection with providing educational content, research-based evaluation and workflow functions, communication vehicles, and mobile applications (collectively, the “Services”) directly and through a designated domain and website created for the customer by One Celebrations through which the Product is delivered, as well as associated domains and websites of One Celebrations (collectively referred to the “Platform”).

 

 

This Agreement explains our obligations to you, and your obligations to us. This Agreement is the entire Agreement between us. By using the Platform in any way you are agreeing to comply with these terms, our Privacy Policy, and any other legal notices or conditions or guidelines posted on the Platform

 

 

1. What We Own

All material and services available on the Platform, and all material and services provided by or through One Celebrations, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software vendors, software, all informational text, software documentation, design of and "look and feel," layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the "Tools"), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws.  

 

All One Celebrations trademarks and service marks, logos, slogans and taglines are the property of One Celebrations. All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners. Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on One Celebrations without our express written permission, or the express written permission of such third party that may own the trademark, service mark, logo, slogan or tagline.

 

 

2. Rights to Use What We Own

 

Subject to this Agreement, One Celebrations hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the Tools through a user identification reference, which is provided to you in password format by One Celebrations (“User ID”) to the extent, and only to the extent, necessary to access and use the Services in accordance with the terms of this Agreement. This license does not permit you, and you agree not to: store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Tools or otherwise distribute in any way the Tools other than as specifically permitted in this Agreement.  You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Tools, create derivative works based on or in any manner commercially exploit the Tools, in whole or in part, other than as expressly permitted in this Agreement. Any use of the Tools for any purpose other than as specifically permitted herein or without our prior consent or the prior written consent of our licensors, as applicable, is expressly prohibited. We reserve all rights not expressly granted in this Agreement.

 

You agree to fully and accurately provide the information requested by us when setting up your subscription and to regularly update such information. Your failure to do so may result in the cancellation of your subscription and loss of Services. You further agree (a) not to provide User IDs to anyone who is not your employee, authorized agent, or authorized representative, and (b) to ensure all individuals permitted to use the User IDs are aware of and have agreed to comply with the terms of this Agreement by virtue of their relationship to the subscribing User through employment, authorized agent status, or authorized representative status.

 

 

3. What You Provide to Us

 

You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials uploaded, posted or stored in connection with your use of the Services (“Content”). One Celebrations is not responsible for your Content. You hereby grant One Celebrations a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services, and you hereby represent and warrant that you have all the rights necessary to grant us such license. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You are encouraged to archive your Content regularly and frequently.  

 

4. Giving Us Access to Other Accounts and Services

 

From time to time, some of our Services may require you to give us access to or require you to provide login information and password information for accounts or services you may have with third party providers. When you provide this information to us or give us access to these third party accounts you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give us such access, login information and passwords.

 

5. Comments, Feedback, and Homepage Screenshots

 

Any questions, comments, suggestions, ideas, feedback, or other information provided by you to us (“Comments”) are not confidential. In addition, a screenshot of your designated home page containing your logo (“Homepage Screenshot”) is not confidential. You hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Comments and Homepage Screenshot as we deem appropriate, for any and all commercial and/or non-commercial purposes, including marketing and sales activities, in our sole discretion.

 

 

6. Monitoring What You Provide Us

 

 

One Celebrations may, but has no obligation to, monitor Content on the Platform that is created using our Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect One Celebrations or its customers, or operate the Services properly.  One Celebrations, in its sole discretion, may refuse to post, remove, or require you to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

 

7. Copyright Complaint Policy

 

If you believe any Tools infringe your copyrighted works, you may provide a notification of claimed copyright infringement to One Celebrations by contacting us at info@goodcelebrated.com or in writing at 13725 Metcalf Avenue, Suite 316, Overland Park KS 66223.

 

8. Rules

You agree to all of the following:

a.  You hereby certify that you are at least 13 years of age. Individuals under the age of 13 are prohibited from using the Services.

b. You will ensure the email address provided in your subscription is valid at all times and will keep your contact information accurate and up-to-date.

c. You will not use the Services or Tools for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading.

d. You will not use the Services or Tools if you are located in a country embargoed by the U.S., or are on the U.S. Treasury Department's list of Specially Designated Nationals.

e. You will not use the Services or Tools to impersonate another person.

f. You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by One Celebrations without our express written permission.

g. You may not send unsolicited messages (also known as junk mail or SPAM) to promote any Content published on the Platform.

h. You may not upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or the Tools or that may impact the ability of any One Celebrations user to access the Services.

i. You will not access the Services through automated methods. The Services may only be used or accessed through an electronic device through manual control at all times.

j. You may not upload digital files larger than 300MB or audio files larger than 160MB.

k. You may not send messages using the Services which do not correctly identify the sender and you may not alter the attribution of origin in electronic mail messages or postings.

l. You will not share your User ID beyond your employees, authorized agents and authorized representatives, let anyone outside of the subscribing company access your account, or do anything that might jeopardize the security of your account. You will not attempt to or actually access the Services or Tools by any means other than through the interfaces provided by One Celebrations.

m. You will not attempt to or actually override any password or security component included in or underlying the Tools or Services.

n. You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on One Celebrations’ infrastructure.

o. You will not publish Content, or links to Content, that is:

i. Pornographic, sexually explicit, or violent.

ii. Illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another).

iii. Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous.

iv. Breaches another’s privacy.

p. You will not publish Content that is SPAM, is machine- or randomly-generated, and/or contains unethical or unwanted commercial content designed to drive traffic to third party Platforms or boost the search engine rankings of third party Platforms, or to further unlawful acts (such as phishing), or mislead recipients as to the source of the material (such as spoofing). q. You verify that your country of residence is the same as your billing address.

 

One Celebrations may determine in its sole discretion whether or not an account is in violation of any of these rules and policies. Violation of any of these rules and policies may result in user information tracking with such information being stored to identify the offending user. Offending users may be permanently restricted from holding an account or using the Services. If One Celebrations reasonably determines that your account is being used for illegal or fraudulent activity then your account may be immediately terminated and your financial data erased. We may also report you to law enforcement officials in the appropriate jurisdictions.

 

 

9. Third Party Software

 

Some of our Services and Tools utilize software licensed by One Celebrations from third parties (“Third Party Software”). These Services and Tools that utilize Third Party Software are governed solely by the third party provider’s terms of service and privacy policy. We are not responsible for the actions or service levels of these third party service providers.

 

10. Subscription Fees

 

a. By subscribing to the Product, you are entering into a contract for a subscription term of one year. The day before the anniversary date of your subscription is the end of the contract term.

b. You can opt to upgrade (but not downgrade) your subscription to any other subscription level that One Celebrations is currently offering for sale at any time during your contract term.

c. Unless explicitly cancelled by you, your subscription renews automatically on the anniversary date of the subscription at the same level and according to the One Celebrations’ fee schedule on the date of the renewal. At any time prior to such renewal date, you may elect to upgrade or downgrade your subscription to any other subscription level that One Celebrations is currently offering for sale, to be effective upon the renewal date.

d. In the event of an increase in price, One Celebrations will notify a User of such increase at least 30 days prior to the renewal date.

e. Cancellation must be issued via One Celebrations' support addresses. You must initiate the cancellation process at least three (3) days prior to the end of the contract term to allow for adequate processing time.

d. Only Services and features clearly indicated as "free" or "no charge" are free or without charge. It is not the responsibility of One Celebrations to provide free support for you in the use and operation of One Celebrations. All other applications, features, functionality and support provided by One Celebrations and its partners are provided for the fees described for each service on the Platform (“Fees”) and you are liable for such Fees.

e. If you purchase any Services that we offer for a Fee, you agree to One Celebrations, or our third party service providers, storing your payment card information. You expressly agree that we are authorized to charge you (i) a monthly Fee for any applicable Services billed on a monthly basis, (ii) any other Fees for Services you may purchase, and (iii) any applicable taxes in connection with your use of the Services to the payment card you provide and to reimburse us for all collection costs and interest for any overdue amounts. If the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected Fees.

 

11. Taxes

You take full responsibility for all taxes and fees of any nature associated with Services, including any sales tax related to the purchase or sale of Commercial Products. Except for collecting EU VAT and remitting it to the EU, One Celebrations shall not be liable for any taxes or other fees to be paid in accordance with or related to the Commercial Products. When purchasing or selling Commercial Products, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority. Any tools provided as Tools or in connection with the Services indicating estimated taxes due are for illustration purposes only. You take full responsibility for all taxes and fees of any nature associated with Services, including any sales tax related to the purchase or sale of Commercial Products. One Celebrations is required to collect Value Added Tax of the European Union (“EU VAT”) from non-taxable EU customers, therefore, EU VAT shall be charged to these customers on top of our Fees

 

12. Termination

 

a. Services may be terminated by us, without cause, at any time.

b. Services may be terminated by you, without cause, by following the cancellation procedures set forth in Section 10(c).  

c. One Celebrations may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services.

d. Notice of termination of Services by One Celebrations may be sent to the contact e-mail associated with your account. Upon termination, One Celebrations has the right to delete all data, files, or other information that is stored in your account.

 

13. ERRORS AND ACCESS TO PRODUCT

 

YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN YOUR PRODUCT; INCLUDING SALES TAX CALCULATIONS, PRODUCT PRICING, AND PRODUCT DESCRIPTIONS, SHIPPING CHARGES, CONTACT INFORMATION, EMAIL COMMUNICATIONS, AND ELECTRONIC PAYMENT PROCESSING. ONE CELEBRATIONS WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES. YOU FURTHER UNDERSTAND THAT ONE CELEBRATIONS MAY NOT MAINTAIN COPIES OF FILES OR DOCUMENTS THAT ARE SENT BY YOU AND THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP THIS DATA.

 

14. Third Party Websites; Third Party Services; No Implied Endorsement

 

The Platform may contain links to other web Platforms owned by third parties ("Third Party Platforms"). Please note that when you click on any of these links, you are entering another website for which we have no responsibility or control. You may also have the ability through the Platform to login to accounts that you have for services provided by third parties (“Third Party Services”) or to link accounts for Third Party Services to your One Celebrations account. One Celebrations is not responsible for any activity occurring within Third Party Services, even if logged in through or linked to a One Celebrations account. You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of your use of any Third Party Platforms and/or Third Party Services, whether or not you were linked to or directed to a Third Party Platform or Third Party Service through the Platform. You acknowledge that Third Party Platforms and Third Party Services may be subject to the applicable third party provider’s terms of service, and you are solely responsible for reviewing and complying with any such terms of service. In no event shall any reference on the Platform to any third party, third party Website or third party product or service be construed as an approval or endorsement by us of that third party, third party Website or of any product or service provided by a third party.

 

15. DISCLAIMER OF WARRANTY

 

THE PRODUCT AND RELATED PLATFORM, SERVICES AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, One Celebrations AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, NEITHER ONE CELEBRATIONS NOR ITS LICENSORS WARRANT THAT ACCESS TO THE ONE CELEBRATIONS, THE MATERIALS AND/OR THE SERVICES AVAILABLE ON OR THROUGH THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES ONE CELEBRATIONS OR ITS LICENSORS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES, THE MATERIALS OR THE PRODUCT.  YOU EXPRESSLY AGREE THAT YOUR USE OF THE PRODUCT AND YOUR RELIANCE UPON THE SERVICES AND/OR THE MATERIALS IS AT YOUR SOLE RISK. IN ADDITION, ONE CELEBRATIONS IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE PRODUCT TO ANYONE. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT TAX, LEGAL OR OTHER PROFESSIONALS. THE SERVICES DO NOT PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING SUCH ADVICE. FURTHER, ONE CELEBRATIONS AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SERVICES OR THE MATERIALS OR THE PRODUCT ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE PRODUCT, THE SERVICES OR THE MATERIALS OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES. NEITHER ONE CELEBRATIONS NOR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT THE  PRODUCT, ITS SERVERS THE MATERIALS OR THE SERVICES OR ANY E-MAIL SENT FROM THE PRODUCT OR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THIS AGREEMENT APPLIES SOLELY TO THE PRODUCT. AS PART OF THE SERVICES PROVIDED TO OTHER ONE CELEBRATIONS USERS, WE HOST WEBSITES FOR CERTAIN THIRD PARTIES (“THIRD PARTY WEBSITES”). THIRD PARTY WEBSITES INCLUDE CONTENT GENERATED BY THIRD PARTIES AND ARE NOT UNDER THE MANAGEMENT AND CONTROL OF ONE CELEBRATIONS. ONE CELEBRATIONS IS NOT RESPONSIBLE FOR SUCH THIRD PARTY WEBSITES, INCLUDING WITHOUT LIMITATION, THE ACCURACY, SUFFICIENCY, CORRECTNESS, RELIABILITY, VERACITY, COMPLETENESS OR TIMELINESS THEREOF, ANY LINK CONTAINED THEREIN, OR ANY CHANGES OR UPDATES THERETO, OR ANY GOODS OR SERVICES SOLD THEREON. YOUR ACCESS OR USE OF ANY THIRD PARTY WEBSITE IS GOVERNED BY THE TERMS APPLICABLE TO SUCH THIRD PARTY WEBSITE THE HOSTING OF ANY THIRD PARTY WEBSITE BY ONE CELEBRATIONS DOES NOT IMPLY AN ENDORSEMENT THEREOF BY ONE CELEBRATIONS, OR OF THE PROVIDER OF SUCH CONTENT OR SERVICES, OF ANY THIRD PARTY ONE CELEBRATIONS.

 

16. LIMITATION OF LIABILITY

WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH USE OF THE PRODUCT, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE PRODUCT, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF ONE CELEBRATIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE ONE CELEBRATIONS AND HOLD ONE CELEBRATIONS AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, MATERIALS, Platform, YOUR CONTENT, COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE PRODUCT. YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.

 

17. EXCLUSIVE REMEDY

 

IN THE EVENT OF ANY PROBLEM WITH THE PRODUCT, THE SERVICES, THE MATERIALS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE PRODUCT, THE SERVICES AND THE MATERIALS.  UNDER NO CIRCUMSTANCES SHALL ONE CELEBRATIONS, ITS AFFILIATES, OR LICENSORS BE LIABLE IN ANY WAY FOR YOUR USE OF THE PRODUCT, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR RELATED TO, THE USE OF THE PRODUCT, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE PRODUCT. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.

 

18. Termination/Exclusion

 

We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or add, change and modify prices for all or part of the Services for you or for all our users at any time and in our sole discretion. All of these changes shall be effective upon their posting on the Platform or by direct communication to you unless otherwise noted.  We further reserve the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by us to be contrary to this Agreement. For avoidance of doubt, One Celebrations has no obligation to store, maintain or provide you a copy of any content that you or other users provide when using the Services.

 

19. Indemnification

 

You agree to indemnify, hold harmless, and defend One Celebrations and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns (collectively "Indemnified Parties") from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorneys' fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) your use (or anyone using your account’s) use of the Services, the Platform or  the Tools, (ii) your Content, or (iii) any Commercial Products you offer on or through the Platform or using our Services.  This includes, but is not limited to, any breach or violation of this Agreement by you or anyone utilizing your account.  You agree to fully cooperate at your expense as reasonably required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.

 

20. Amendments

 

We reserve the right, in our sole discretion, to modify or replace any part of this Agreement at any time, effective upon the date of the change. In the event of any such change, we will post a notice on the Platform that we have changed this Agreement.  If you have a One Celebrations account, we may (but are not required to) provide you with notice via the email address that we have on file for you that we have changed this Agreement. You and we both understand that sometimes there are issues with email communication.  We are not responsible if any email notice gets caught by your SPAM filter and you do not see it, if you have given us the wrong email address (or failed to update your address) or if there are other communications issues that prevent email from reaching you. Therefore, we encourage you to frequently visit this page periodically to monitor any changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.

We may also, in the future, offer new services and/or features through Platform (including the release of new tools and resources). For the avoidance of doubt, such new features and/or services shall be subject to the terms and conditions of this Agreement.

 

21. Disputes

 

The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of the state of Kansas without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the United States of America. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Kansas, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

 

22. Privacy

 

We encourage you to read the Privacy Policy at onecelebrations.com, and to use the information it contains to help you make informed decisions. Please also note that certain information, statements, data and content (such as photographs) which you post to the Platform are likely to reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge and agree that your submission of such information is voluntary on your part. Further, you acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion Disclosures of user information to third parties are further addressed in the Privacy Policy.

 

23. Other

 

You acknowledge that a violation or attempted violation of any of this Agreement will cause such damage to One Celebrations as will be irreparable, the exact amount of which would be impossible to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that One Celebrations shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as to recover from you any and all costs and expenses sustained or incurred by One Celebrations in obtaining such an injunction, including, without limitation, reasonable attorney's fees. You agree that no bond or other security shall be required in connection with such injunction. In no event shall you be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of One Celebrations, the exploitation of any advertising or other materials issued in connection therewith, or the exploitation of the Platform or any content used or displayed through the Platform.

 

25. Miscellaneous

 

a. If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect.

b. If we fail to enforce any of this Agreement, it will not be considered a waiver.

c. Any amendment to or waiver of this Agreement must be made in writing and signed by us.

d. You will not transfer any of your rights or obligations under this Agreement to anyone else without our prior written consent.

e. All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

f. This Agreement does not confer any third party beneficiary rights.

g. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

 

Updated January 2016.