Coupled Terms of Use

Introduction

Welcome to Coupled, an online service for couples planning their wedding day. Coupled connects you to wedding-related products, businesses and professional service providers and others who can give you advice and feedback about your wedding design ideas.

These terms of use are intended to explain Our obligations as a service provider and Your obligations as a User. Please read them carefully.

These Terms are binding on any use of the Service and apply to You from the time that Coupled provides You with access to the Service.

The Coupled Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Coupled Service. Coupled reserves the right to change these terms at any time, effective upon the posting of modified terms. Coupled will make every effort to communicate these changes to You via email or notification via the Site. It is likely that the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agreed to the most recent terms available on the Site. Your continued use of the Service following changes to these Terms will constitute your acceptance of any changes or modifications to these Terms. If you do not agree to any changes to these Terms, do not continue to use our Service.

By registering to use the Service You acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

Interpretation

In this Agreement, save where the context requires otherwise, the following words and expressions have the following meaning:

"Agreement"

means the agreement between Coupled and You on the terms set out herein.

"Access Fee"

means the fee (excluding any taxes and duties) payable by You as set out in these terms.

"Content"

means postings, messages, text, photos, audio/visual works, information, suggestions, feedback, reviews or other materials.

"Coupled", "Company"

means Connectegrity Ltd, incorporated and registered in England and Wales with company number 07049722 whose registered office is at Grove House, Lutyens Close, Basingstoke, RG24 8AG. "Us", "We", "Our" have the corresponding meaning.

"Information"

means data, text, graphics, images, designs, logos, audio/visual materials and links.

"Intellectual Property Rights"

means (a) patents, trademarks, service marks, registered designs, applications for any of those rights, trade and business names (including internet domain names), unregistered trademarks, unregistered trade and business names, database rights, copyrights, rights in designs and inventions; and (b) rights of the same or similar effect to those specified in paragraph (a); in each case, in any jurisdiction.

"Site"

means the internet site at the domain coupledhq.com, the Coupled app or any other site or app operated by Coupled.

"Service"

means the services provided by Coupled to You via the Site, the Coupled app, or other electronic means.

"User"

means any individual user who accesses Coupled.

"Vendor", “Supplier”

means any individual user who creates a Vendor profile on the Service.

"You", "Customer"

means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service, and any person or organisation that uses the Service with the authorisation of that person or entity. "Your" has a corresponding meaning.

Acceptable Use

You agree that You will use the Site and Our Services only for lawful purposes and in a lawful manner. While using the Site and Our Services, you agree that you will not:

Parties and Legal Relationships

Coupled Provides a Venue

The Service is an online venue where Users may interact with Vendors and other Users. In providing an online venue, we provide a Service which includes or may include, without limitation, Service registration, wedding mood boards, message boards, a marketplace for third-party products and services, and other textual, audio and/or visual materials.

By registering for the Service you agree and acknowledge that the Information provided by the Service is provided for personal use only and not for any for-profit or commercial activities or purpose or for resale, except as expressly permitted herein.

User Registration

Access to certain functionalities of the Service will require you to register with and/or provide certain information to Coupled. If and when you register with or provide information to Coupled, you agree to provide accurate, current and complete information about yourself as prompted and maintain and update your information to keep it accurate, current and complete.

Vendor Accounts

Suppliers of wedding products and/or services may choose to register with Coupled as a Vendor and create a Vendor profile.

By creating a Vendor profile You are permitted to use the Vendor account/profile features offered by Coupled to promote Your business. All such Vendor account features are subject to change or discontinuance at any time. All of the terms and conditions of this Agreement apply to Your use of any such Vendor account and profile.

Third-Party Products and Services

You may be provided the opportunity to purchase products and services offered and sold by third parties through the Service. The information provided for any listing is provided by Coupled’s third-party Vendors, and, while we require Vendors to provide complete, accurate and non-misleading information, we do not represent, warrant or guarantee that such descriptions are accurate, complete, reliable, current, or error-free, and we are not responsible for, and disclaim any liability arising from or relating to, such listing information.

All purchases of products or services made by You are a direct sale and purchase between You and the applicable Vendor. Coupled is not a party to such transaction.

Links to Third Party Content

You may find on the Site links to other sites. You acknowledge and agree that We are not responsible or liable for: the availability or accuracy of such sites or resources; or the content, advertising, or products on or available from such sites or resources. The inclusion of any link on the Site does not imply that We endorse the linked site. You use the links at Your own risk and expressly relieve Us from any and all liability arising from Your use of any third-party website.

User Content

You shall be solely responsible for all content that You post on the Site, and the consequences of posting or publishing such content. When uploading photos, comments, messages or other Content to the Site, You affirm, represent and/or warrant that: You own or have the necessary licences, rights, consents and permissions to use and authorize Us to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to any and all of your content, to enable inclusion and use of your content in the manner contemplated on the Site and in this Agreement.

Furthermore, you acknowledge and agree that any such Content provided by You may be viewed by the general public and will not be treated as private, proprietary or confidential.

By posting a review on the Site, you acknowledge and agree that such Content is based upon your first-hand experience with the Vendor, or product or service that is the subject of the review; and that the review is accurate, truthful and complete.  Reviews are solely the opinions of the Users that post them and none of the reviews contain or reflect any opinions or views of Coupled.

You agree not to post or provide any Content that belongs to any person other than yourself or that contains the name, voice or likeness of any person other than yourself unless you first obtain permission to do so, and to grant to us the rights granted in this agreement, from that person.

Fees

There is no cost to registering for the Service. We charge Access Fees to Vendors who wish to maintain a Vendor account on the Service.  The Access Fee and subscription term for the Vendor account will be agreed in writing between the parties, upon which Coupled will issue an invoice for the Access Fee.

You must pay or arrange payment of all amounts specified in any invoice by the due date for payment. You are responsible for payment of all taxes and duties in addition to the Access Fee.

If payment of any invoice for Access Fees is not made in full by the relevant due date, We may suspend or terminate Your use of the Service.

Coupled's Obligations

Coupled undertakes that the Service will be performed substantially in accordance with these Terms and with reasonable skill and care. This undertaking shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to Our instructions, or modification or alteration of the Service by any party other than Coupled or Coupled's duly authorized contractors or agents. If the Service does not conform with the foregoing undertaking, Coupled will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in this paragraph.  Notwithstanding the foregoing, Coupled:

This agreement shall not prevent Coupled from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

Reservation of Rights and Disclaimers

We reserve the right to decline to provide Services to any person for any or no reason.

We do not endorse any particular Vendor, or provide a guarantee of any personal qualities, professional qualities or characteristics of any Vendor or any information or opinion he or she may provide.

We do not endorse any third-party products or services on the Site, and we do not represent, warrant or guarantee that descriptions of such services or products are accurate.

We do not endorse any User submitted content to the Site, or any opinion, recommendation, or advice expressed by Users. We expressly disclaim any and all liability in connection with content submitted by Users.

We reserve the right, but have no obligation, to screen, edit or monitor User content. Further, we reserve the right, at Our absolute discretion, to remove any content posted or stored on the Site at any time and for any reason without notice.

Liability

Nothing in this Agreement excludes the liability of the Parties:

Coupled shall not be liable for any loss of profits, loss of business or revenue, depletion of goodwill and/or similar losses or pure economic loss or for any special, indirect or consequential loss, costs, damages, charges or expenses howsoever arising including whether in contract and tort (including negligence or breach of statutory duty).

Coupled's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the amount actually paid by You to Us under this Agreement in the twelve (12) months preceding the date on which the liability arose.

Intellectual Property Rights

Coupled

You acknowledge that all Intellectual Property Rights in the Service belong and shall belong to Coupled or its licensors and You shall have no rights in or to the Service other than the right to use the Service in accordance with the terms of this Agreement.

The Service or any portion thereof may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by us, in writing. You agree that you will not attempt to reverse engineer or attempt to interfere with the operation of any part of the Service unless expressly permitted by law.

User Content

When You submit content to the Site, You grant Us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free sub-licensable and transferable licence to use, store, reproduce, distribute, translate, prepare derivative works of, display and perform the content in connection with the Site, in any media known now or in the future.

We acknowledge and agree that You, or your licensors as applicable, retain ownership of any and all copyrights in the Content, subject to the non-exclusive rights granted to Us in the paragraph above, and that no ownership of such copyrights is transferred to Coupled under these terms. Further, with respect to Content in the form of photos, and subject to Coupled product and user experience considerations, We will use commercially reasonable efforts to maintain the attribution of such photos as submitted by you, and We will not license or sublicense to third parties individual photo Content or collections of photo Content submitted by You, except for in connection with a Coupled website, application, publication or service, or any use which advertises, markets or promotes Coupled.

You cannot and must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content found on the Service in any way without Our prior written consent or the consent of the rights holder. Unless You are otherwise lawfully entitled to do so, You cannot and must not use any content found on the Service on any other site, in a networked computer environment, or in any medium, for any purpose except your own internal viewing.

Indemnity

You shall defend, indemnify and hold harmless Coupled, its officers, directors, employees and agents against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Your use of the Site.

This indemnity will survive this Agreement and Your use of the Site.

Termination

This Agreement shall continue until terminated by Us or You as provided for under the terms of this Section. Unless otherwise agreed to in writing between the parties, You may terminate the Agreement at any time upon notice to Us. We may terminate a User's account at any time, at Our sole discretion and without notice.

Upon termination of this agreement, You may no longer have access to data, messages, images and other material You keep on the Site. The material may be deleted along with all your previous posts and information. Coupled will not provide a refund for any remaining subscription term.

Force Majeure

No party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion. For the avoidance of doubt, nothing in this clause shall excuse You from any payment obligations under this Agreement.

Waiver

No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

Severability

If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

Amendments

Any amendment, waiver or variation of this Agreement shall not be binding on the parties unless set out in writing, expressed to amend this Agreement and signed by or on behalf of each of the parties.

Assignment

You shall not assign or sub-contract or purport to assign or sub-contract this Agreement or any of its obligations thereunder without the prior written consent of Coupled.

Coupled may assign the whole or part of its rights and obligations under the Agreement to any third party without restriction.

No Partnership or Agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Nothing in this Agreement is intended to or shall operate to create an employer-employee relationship between the parties.

Third Party Rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Notices

Notices may be sent by any form of recorded delivery, first-class mail, fax, or email using the email address you use to access the Service. We may also send notices to you using any form of recorded delivery, first-class mail, fax, or email using any email address from the coupledhq.com domain or other domain that we choose from time to time.

Entire Agreement

This Agreement and any documents annexed as appendices to this Agreement or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.

Governing Law and Jurisdictions

This Agreement shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English courts.