Thank you for your Membership purchase with Visit the Santa Ynez Valley (referred herein as “VisitSYV”). You (“Member”) have agreed to purchase a Membership with VisitSYV (referred herein as the “Agreement”), and as part of your Membership you are hereby authorized to use the features of VisitSYV’s online platform (referred herein as the “Platform”) which is located at the URL www.VisitSYV.com and operated by Day After Day Marketing, Inc. dba FirstStreet Creative (referred herein as “DADM”).
Membership Purchase, Terms and Auto-Renewal
VisitSYV Membership sales are final, non-refundable, and non-transferable. The Membership term is one (1) year and Membership begins on the date of purchase. An Automatic Renewal within a current Membership term extends the existing expiration date of the Membership by one (1) year and such renewal term begins the day after the current term ends. When an expired Membership is renewed, the new Membership term is one (1) year, beginning on the date of renewal.
The term of a Membership shall commence on the date it is purchased and continue one (1) year at which point the Membership will be billed for Automatic Renewal. Each Membership will automatically renew (referred herein as “Automatic Renewal Membership”) each year for additional one (1) year periods that commence on the day after the previous term ends unless you notify VisitSYV of your decision to opt out of Automatic Renewal Membership within 30-days prior to your membership renewal (i) via email: danielle@www.visitsyv.com; (ii) via mail, PO Box 633, Solvang, CA 93464 ; or (iii) if your Membership is terminated due to lack of payment within 28-days of membership renewal or purchase.
Automatic Renewal Membership fees will be billed annually via an emailed reminder that serves as an invoice to the Member’s main contact. Should the Member’s contact information change, it is the Member’s responsibility to update their contact information with VisitSYV. Membership renewal and/or Membership Purchase invoices must be paid within 28-days of the renewal and/or purchase date or the membership will be cancelled and all Membership benefits will be revoked.
Member Profile Pages
VisitSYV reserves the right to exercise discretion regarding the content accepted for the Platform. Therefore, VisitSYV may not accept content related to certain products and services such as, but not limited to, mature sexual themes, nudity and/or sexual activity, crude or indecent language that may be offensive or inappropriate. VisitSYV reserves the right to withhold, withdraw or refuse to display any Member content for any reason whatsoever, either before publication or after publication.
Member is solely responsible for any liability arising out of or relating any content Member uploads to Platform. Member represents and warrants that any information found on their Member Profile Page or on URLs hyperlinked from the same will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, image, or other proprietary or confidential information or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity.
Member agrees to indemnify VisitSYV and to hold VisitSYV and its officers, directors, employees and agents harmless from any and all liability, loss, cost, damages, claims or cause of action of any kind, including reasonable legal fees and expenses that may be incurred by VisitSYV, arising out of or related to Member’s breach of any of the foregoing representations and warranties.
Member agrees to indemnify DADM and to hold DADM and its officers, directors, employees and agents harmless from any and all liability, loss, cost, damages, claims or cause of action of any kind, including reasonable legal fees and expenses that may be incurred by DADM, arising out of or related to Member’s breach of any of the foregoing representations and warranties.
Service Interruptions
Member agrees not to hold VisitSYV or DADM responsible for any liability, loss, cost, claim, damage or causes of action of any kind that it may suffer as a result of the transactions contemplated hereby, including but not limited to loss resulting from service delays and incomplete or interrupted service, regardless of cause or fault. If for any reason VisitSYV or the Platform containing Member’s content ceases to operate, then the Member shall have no right of action regarding the cessation of operation of the website containing the content and the Member shall not be released from any liability of right of action which at the time of cessation has already accrued to VisitSYV.
Indemnification
Member shall indemnify, defend and hold harmless VisitSYV, its parents and affiliates, and each of their respective officers, directors, employees and agents, for all claims, liabilities and costs, including reasonable attorneys’ fees, of defending any claim or suit arising out of the authorized use of the materials provided to VisitSYV by Member pursuant to this Agreement.
Member shall indemnify, defend and hold harmless DADM, its parents and affiliates, and each of their respective officers, directors, employees and agents, for all claims, liabilities and costs, including reasonable attorneys’ fees, of defending any claim or suit arising out of the authorized use of the materials provided to VisitSYV by Member pursuant to this Agreement.
Termination of Membership
VisitSYV reserves the right to terminate this Agreement or any applicable Statement of Work in the event of a material breach by Member if such breach continues uncured for a period of thirty (30) business days after receipt of such written notice. The foregoing rights to terminate are in addition to, not in lieu of, all other rights and remedies which may be available to VisitSYV under this Agreement, at law and/or in equity.
Upon termination or expiration of this Agreement the rights granted to Member by VisitSYV by under this Agreement or the particular Statement of Work will cease immediately upon the effective date of such termination or expiration and be of no further force or effect. VisitSYV shall immediately cease all use of any Member materials and Work Product and shall return or destroy (at the request of Member) all such materials and/or Work Product, subject to Member’s payment obligations herein. If Member terminates this Agreement for any reason other than a material breach, Member shall be obligated to pay VisitSYV upon such termination any and all undisputed accrued and unpaid amounts and expenses due and payable to VisitSYV as of the date of termination. If VisitSYV terminates this Agreement, Member shall be obligated to pay VisitSYV upon such termination any and all undisputed accrued and unpaid amounts and expenses due and payable to VisitSYV as of the date of termination.
Miscellaneous
Entire Agreement. This Agreement sets forth the entire Agreement and supersedes any and all prior agreements of the parties with respect to the transactions set forth herein. Neither party shall be bound by, and each party specifically objects to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other party in any correspondence or other document, unless the party to be bound thereby specifically agrees to such provision by signed agreement.
Amendment. No change, amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by the party subject to enforcement of such amendment.
Waiver. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect.
Severability. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect.
Governing Law. This Agreement, and any and all disputes arising from or relating to this Agreement, will be governed by and construed under the laws of the State of California, without reference to its conflicts of law principles. All disputes relating to this Agreement shall be brought solely in the state and federal courts located in Santa Barbara County, California. Each of the parties hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in Santa Barbara County, California for any such disputes, and hereby irrevocably waives any objections to the laying of venue in such courts.
Headings. The captions and headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. This Agreement may be executed by facsimile signature (or similar technology).
Relationship of the Parties. Each party is an independent contractor of the other party and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
Delay of Obligations. VisitSYV and DADM will not be liable nor deemed to be liable to the Member for failure or delay in meeting any obligation due to strikes and/or lockouts (whether of their own employees or those of others), Acts of God, war, fire, flood, embargo, litigation, acts of government or any agency instrumentality or any political subdivision thereof, technical difficulties or any other cause beyond the control of VisitSYV or DADM. In any such event, and if possible, the time for performance of the obligations under this Agreement will be extended by the same period or periods (as the case may be) for the obligation is delayed.