SERVICES AGREEMENT

                                                                            Revision August 1, 2024

Fullsteam Software Holdings LLC (DBA BridalLive Software) , a Delaware limited liability company d/b/a BridalLive Software (“BridalLive”, “we” or “our”) owns and operates the Internet website, pages and services accessible at www.bridallive.com (this “Site”) exclusively for our registered customers (“Customers”, “you” or “your”).

BY CLICKING "I AGREE," AS AN INDIVIDUAL OR AS AN AUTHORIZED REPRESENTATIVE OF CUSTOMER, YOU AS CUSTOMER OR CUSTOMER WHICH YOU REPRESENT (“CUSTOMER”), AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS SERVICES AGREEMENT (“AGREEMENT”), INCLUDING, WITHOUT LIMITATION, ALL DOCUMENTS, POLICIES, AND PROCEDURES INCORPORATED HEREIN BY REFERENCE.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE AGREEING TO BECOME BOUND BY THESE TERMS AND CONDITIONS. THIS AGREEMENT WILL CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN US. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU MAY NOT ACCESS THE SITE OR USE THE CONTENT OR ANY SERVICES IN THE SITE. YOU REPRESENT THAT BY CLICKING “I AGREE” YOU HAVE THE APPROPRIATE AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT. PLEASE DO NOT USE THE SITE IF YOU HAVE NOT REACHED THE AGE OF LEGAL MAJORITY IN THE JURISDICTION IN WHICH YOU LIVE.

IF YOU ARE A USER LOCATED IN THE EUROPEAN ECONOMIC AREA OR UNITED KINGDOM, THE DATA PROCESSING ADDENDUM ACCOMPANIES THESE TERMS AND CONDITIONS OF USE AND SETS FORTH OTHER TERMS OF OUR AGREEMENT THAT APPLY TO THE EXTENT ANY INFORMATION YOU PROVIDE TO BRIDALLIVE INCLUDES PERSONAL DATA OF INDIVIDUALS LOCATED IN THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM.

Scope/Software as a Service: These Terms and Conditions govern your use of the Site and all services available on the Site. Subject to this Agreement, completion by you of registration with us, and your receipt from us of a user name and password, we grant to you a non-exclusive, non-transferable, non-sub-licensable, revocable license to access and use the BridalLive cloud based software service accessible at www.bridallive.com. We may impose reasonable conditions on your use of the software service and the Site, including, without limitation, requiring integrated payment processing. We may change the fees charged for your use of the software service and the Site upon thirty (30) days’ notice, which may be provided via postal mail or email. In the event of nonpayment or any shortfall in fees, costs, liabilities or other amounts owed for your use of the software and the Site, you authorize BridalLive and our “Affiliates” to increase fees, dues, assessments, and/or debit any of your accounts, including those accounts associated with a payment processing agreement between you and our Affiliates. As used herein, Affiliate of a party means any corporation or other entity that such party directly or indirectly controls, is controlled by, or is under common control with. In this context, a party “controls” a corporation or other entity if it or any combination of it or any combination of it and/or its Affiliates owns more than fifty percent (50%) of the voting rights for (i) the board of directors, or (ii) other mechanism of control for such corporation or other entity.

The Site is not intended for the use of children under 18 and no such person is authorized to use it. By using the Site, you are representing that you are at least 18 years old. You also represent, by accessing or using the Site, that you are of legal age to enter into legal agreements.

Privacy Policy. The personal information you submit on the Site is governed by the BridalLive Privacy Policy , which is incorporated herein by reference. Your acceptance of this Agreement constitutes your acceptance of the BridalLive Privacy Policy. If you object to your personal information being used as described in the BridalLive Privacy Policy, please do not submit information to, use or register to use the Site.

Registration: Access to portions of the Site is limited to registered customers to whom we have issued a user identification and password. If you have been issued a user identification and password, you represent to us that all information you provide to us in connection with your registration (the “Registration Data”) is accurate and up-to- date. You also agree to maintain and promptly update the Registration Data to keep it accurate and updated. If you have provided or provide any Registration Data that is untrue, inaccurate, not current or incomplete or otherwise fail to comply with this Agreement, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right, without prior notice to you, to suspend or terminate your account and refuse any and all current or future use of all or any portion of the Site.

Customer’s Responsibilities: You (i) must keep your passwords secure and confidential, (ii) are solely responsible for User Content (defined below) and all activity in your account, (iii) must use commercially reasonable efforts to prevent unauthorized access to your account, and notify us promptly of any unauthorized access, and (iv) may use the Site and the services provided by us only in accordance with this Agreement and applicable law. You must pay any fees charged by us for access and use of the Site and services we offer in order to maintain access to and use of the Site and such services. You are responsible for all sales, use, communications, excise, or similar tax or duty, and any other tax not based on BridalLive’s net income. Should you fail to pay the fees on a timely basis, we reserve the right to restrict your access to the Site and services until the fees are paid in full, to cancel your account or to exercise any other remedies we may have. Customer may not remove or modify any proprietary marking or restrictive legends in Site.

Copyright Ownership, License and Restrictions on Use: All right, title and interest to all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials on the Site (“BridalLive Content”) (including all copyrights, trademarks, patent rights and other intellectual property rights) on the Site and all information contained therein is and shall remain the sole property of BridalLive and its licensors, as applicable. The BridalLive Content is protected by copyright and other laws both in the U.S. and in other jurisdictions. You are authorized to view and use information retrieved from the Site solely for your personal or internal business purposes. Except with prior written authorization from BridalLive, no BridalLive Content may be copied, reproduced, downloaded, uploaded, displayed, sold, modified, posted, distributed, incorporated into another work, used to create a derivative work, or otherwise exploited in any way, except that limited reproduction is permitted for your personal or internal business use. In no event may you remove any copyright or other proprietary notices or legends appearing on this Site.

Trademarks: “BridalLive”, “BridalLive” and the BridalLive logo are the [registered] trademarks of BridalLive. The other trademarks, service marks and logos displayed in the Site are registered and unregistered trademarks of BridalLive and others. Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on this site without the written permission of BridalLive or such third party that owns the trademark.

User Content: You acknowledge and agree that you, and not BridalLive, are entirely responsible for all Customer and transactional information, inventory information, data, text, photographs and other materials (“User Content”) that you enter, input, upload, post, email or otherwise transmit to the Site, and that similarly, User Content posted or otherwise transmitted to the Site by other registered users of this Site shall remain solely the responsibility of those users, not BridalLive (regardless of the title or ownership of such User Content). You agree that BridalLive will have an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute, and exploit all User Content uploaded, posted or otherwise transmitted to the Site by you in any manner it chooses, subject to the terms of the BridalLive Privacy Policy. BridalLive reserves, and you grant to BridalLive, the royalty free right and license to develop De-identified Data using the User Content, your interaction with the Site and use of the services on the Site, and to use and otherwise freely exploit such De-identified Data.  “De-identified Data” is information that has been stripped of information that is unique to and could be used to identify a particular individual, facility, or client.  You grant to BridalLive, access to use the User Data for providing the services on the Site and to support your use of the same, including the right to run queries as BridalLive determines to be appropriate to support the services on the Site. Within 30-days after termination or expiration of your account and access to the Site for any reason, upon request, we will permit you to export your User Content. After such 30-day period, we have no obligation to maintain your User Content and may destroy it.

Links: This Site contains hypertext links to web sites of other third parties. We do not control these web sites and are not responsible for their content. The existence of such links does not indicate any approval, endorsement or authentication of any material appearing on such linked sites. The existence of such links does not indicate any association between BridalLive and the owners or operators except as specifically set forth on this Site or in other BridalLive materials. You assume sole responsibility for use of third party links. You may establish a hypertext link to this BridalLive site, provided (a) you only link to the home page located at www.BridalLive.com, (b) the link does not state or imply any endorsement or sponsorship of you, your company, or your site by BridalLive, (c) you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on this site, (d)

you provide BridalLive notice of such link by sending an email to help@bridallive.com, and (e) you promptly discontinue providing links to this Site upon notification by BridalLive.

Compliance/Indemnity: You agree to abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account, including any User Content posted to the Site under your account. You are solely responsible for compliance with applicable PCI-DSS requirements; BridalLive has no obligation to assist with PCI-DSS requirements in any way. Any assistance provided by BridalLive, or by BridalLive’s employees, contractors, agents, representatives or other related persons, at your request, is provided without warranty or liability.

By way of example, and not as a limitation, you agree not to take the following actions, or allow another person to use your account, to take the following actions:

1. 1.post or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable or determine by BridalLive (in its sole discretion) to be inappropriate for the Site; 

2. 2.defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; 

3. 3.impersonate any person or entity, including, but not limited to, a representative of BridalLive or any of BridalLive’s service providers, or falsely state or otherwise misrepresent your affiliation with a person or entity; 

4. 4.post or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); 

5. 5.post or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; 

6. 6.post or otherwise transmit any material that contains software viruses, trojan horses, worms, time bombs, cancelbots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or 

7. 7.interfere with or disrupt the operation of the Site or servers or networks hosting or connected to the Site. or 

8. 8.send any electronic communication to a customer via email or text messaging without the customer’s opt-in consent and opt-out for such communications or in violation of applicable law, including without limitation, the Telephone Consumer Protection Act, CAN-SPAM, or the EU ePrivacy Regulation. 

9. 9.violate the Americans with Disabilities Act (“ADA”) and New York’s state and city level Human Rights Act, or California’s Unruh Civil Rights Act and Consumer Privacy Act. 

You agree to indemnify and hold BridalLive, its owners, affiliates, directors, officers, agents, subcontractors, service providers, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (i) User Content submitted, posted to or transmitted through the Site by you or your authorized user, (ii) any breach of this Agreement by you or your authorized user, or (iii) any violation of any rights of a third party caused by you or your authorized user. For purposes hereof, “your authorized user” means you or any person or entity using your account (x) with your permission, (y) as a result of your failure to adequately protect your account password, or (z) as a result of your failure to immediately notify BridalLive of any unauthorized use of your password or account or any other breach of security.

You are solely responsible for and agree to pay, indemnify, and hold BridalLive harmless from any and all sales, use, communications, excise, or similar tax or duty, and any other tax not based on BridalLive’s net income, including penalties and interest and any associated professional fees, and all other imposts levied upon or chargeable with respect to the use, license, sale, or delivery of the services or other deliverables in respect of this Agreement, and any costs associated with the collection or withholding of any of the foregoing items.

THE SITE AND ANY CONTENT OBTAINED THEREFROM ARE PROVIDED ON AN “AS IS” BASIS AND BRIDALLIVE EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. BRIDALLIVE FURTHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE RELATED TO ANY CONFIGURATION, REPAIR, UPDATE, INSTALLATION OR OTHER WORK DONE ON CUSTOMER’S PREMISES BY AN EMPLOYEE, CONTRACTOR, AGENT, OR OTHER THIRD PARTY OF OR UNDER CONTRACT WITH BRIDALLIVE.

IN NO EVENT SHALL BRIDALLIVE OR ANY OF ITS OWNERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE (WHETHER IN AN ACTION ARISING FROM CONTRACT OR TORT) FOR (i) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BRIDALLIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY OTHER MATTER RELATING TO THIS SITE, OR (ii) ANY DISCLOSURE OF INFORMATION PROVIDED TO BRIDALLIVE (EVEN IF SUCH DISCLOSURE IS CAUSED BY THE NEGLIGENCE OF BRIDALLIVE), EXCEPT TO THE EXTENT THAT SUCH IMPROPER DISCLOSURE IS DIRECTLY CAUSED BY THE INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OF BRIDALLIVE. TO THE EXTENT PERMITTED BY LAW, THE REMEDIES STATED FOR YOU IN THIS AGREEMENT ARE EXCLUSIVE AND YOU ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR HEREIN. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL BRIDALLIVE’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO BRIDALLIVE IN THE THREE (3) MONTH PERIOD PRIOR TO THE DATE OF THE INCIDENT GIVING RISE TO THE LIABILITY.  

Please note that some jurisdictions may not allow the above exclusion of implied warranties, so some of the above exclusions may not apply to you.

Modifications: The Internet and this Site are constantly evolving. We reserve the right to change or modify this Agreement or to impose new conditions with respect to your use of this Site at any time and from time to time. We also have the right at any time to change, substitute, modify, add or discontinue any aspect of or feature of the Site, including but not limited to content, functionality, and means of access or use. Such changes, substitutions, modifications, additions or discontinuances shall be effective immediately upon notice to you, which may be given by posting in this Agreement or elsewhere on the Site, electronic mail, or any means by which you obtain actual knowledge.

Canada: The parties declare that they have required that these Terms of Use and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le future, soient rédigés en langue anglaise seulement.

Notice for California Users: Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

Miscellaneous: You agree that if any provision of this Agreement is found void or unenforceable, including without limitation the warranty disclaimers and liability limitations set forth above, this will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable, and the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. In case of any dispute related to this Agreement, the parties agree to submit to personal jurisdiction in the State of Delaware.  Furthermore, the parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any court of the State of Delaware or any federal court sitting in the State of Delaware for purposes of any suit, action or other proceeding arising out of this Agreement.  THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THE TERMS, OBLIGATIONS AND/OR PERFORMANCE OF THIS AGREEMENT. Use of this Site is unauthorized in any jurisdiction that does not give effect to all of the provisions of this Agreement, including without limitation this paragraph. You may preserve this Agreement in written form by printing for your records, and you waive any other requirement that this Agreement be evidenced by a written document.

Questions and Contact Information:

By email: help@bridallive.com

Address: BridalLive, 3423 Piedmont Road, NE; Atlanta, Georgia 30305 Phone: 888-764-2605

BridalLive Web Application

© 2019