Updated: December 1, 2018
- Acceptance of Terms
1.1 This Agreement constitutes a binding legal contract that governs the purchase and ongoing use and access of the Service. You must complete the application/registration form and accept the terms of this Agreement before you may access or use the Service. You can accept the terms of this Agreement by either: (a) clicking to accept or agree where such option is made available to you; or (b) actually using or accessing the Service.
1.2 By accepting this Agreement, or by accessing or using the Service or the Site, you represent and warrant the following:
(a) You are at least 21 years old and have the legal capacity to be bound by this Agreement;
(b) all registration information you submit is truthful and accurate; and
(c) If you are accepting this Agreement on behalf of a company or another legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “you” or “your” shall refer to the entity.
1.4 We reserve the right to update this Agreement at any time, in our sole discretion, and will notify you of such updates either via email or by posting such changes on our Site, or such other reasonable means. You can find the most recent version of this Agreement at https://www.hooch.co/terms with the date of last modification noted above. Such modifications shall become effective immediately upon the posting thereof. If you do not agree to the revised terms and conditions, your sole recourse is to cancel your account and cease use of the Service. Your continued access and use of the Service, including the continued use or enjoyment of any Incentives offered through the Service, following notification of an updated version of this Agreement shall constitute your acceptance of the revised Agreement.
- The HOOCH Service
2.1 Our service consists of access to the Site contained therein in which we make certain incentives and discounts to products and services offered by a wide range of participating merchants and vendors (“Vendors”) available to you. Subject to and conditioned on your compliance with the terms of this Agreement, you shall have a non-exclusive, non-transferable, non-sublicensable, limited right, during the Term to access and use the Service.
- Use of the Service
3.1 Acceptable Use. You agree that you will not (and will not permit or encourage any Users or other third party to) directly or indirectly:
(a) Use the Service in any manner or for any purpose other than as expressly permitted by this Agreement;
(b) Use the Service in violation of any federal, state, local, or international laws or regulations;
(c) Reproduce, duplicate, copy, sell, resell, rent, lease, or exploit any portion of the Service, use of the Service, or access to the Service without our prior written consent;
(d) Use the Service to store or transmit malicious code, viruses, Trojan horses, or worms of a destructive nature or that may damage or harm the Site, Service, and/or our computer systems;
(e) Attempt to gain unauthorized access to the Service or to another User’s account or any related systems or networks;
(f) Take screenshots or videos of the Site and/or Service in order to share the information with one of our competitors or a company seeking to create and/or offer services similar to the Service;
3.2 Notice of Unauthorized Use. You will immediately notify us of any unauthorized use of your account or the Service that comes to your attention. In the event of any such unauthorized use, you will take all steps necessary to terminate such unauthorized use.
- Changes and Updates to the Service
4.1 You understand that the Service may change over time as we refine and add more features or content. We reserve the right to update, modify, or discontinue the features, functionality, content or other aspects of the Service, including any and all Incentives, at any time, with or without notice, in our sole discretion. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement. THE COMPANY does not guarantee the availability of the Service and/or any of the Incentives or Discounts contained therein, and they are all subject to change at any time without notice.
- Confidential BETA Test
5.1 From time to time, we may conduct a limited confidential beta test to allow selected users to test new features, capabilities, and performance of the Services (the “Beta Test”).
5.2 Beta Test Obligations. If selected, you hereby agree to test, evaluate, and analyze the Services and provide feedback, suggestions, and comments about the Website, the Application, and the Services as reasonably requested by us (“Feedback”). You may also voluntarily provide Feedback to us. You agree that Feedback is deemed User Content (as defined below).
5.3 Confidentiality Obligations. YOU MAY NOT DISCLOSE THE EXISTENCE OF, OR YOUR PARTICIPATION IN, THE BETA TEST, AND YOU MAY NOT PUBLISH, DISCLOSE, DISTRIBUTE, TRANSMIT, POST, OR OTHERWISE MAKE AVAILABLE, DIRECTLY OR INDIRECTLY, IN ANY WAY, ANY CONFIDENTIAL INFORMATION (AS DEFINED BELOW), EXCEPT AS REQUIRED BY APPLICABLE LAW OR OTHERWISE EXPRESSLY PERMITTED BY US IN WRITING. You will use Confidential Information solely for the purpose of testing the Services as contemplated by, and pursuant to, these Terms and for no other purpose whatsoever. For purposes of these Terms, “Confidential Information” means any and all information relating to, contained in, or relayed through the Website or the Application or otherwise provided by us in connection with the Beta Test, including, but not limited to, information relating to the performance, capabilities, and contents of the Website, the Application, or the Services and Feedback provided by you or other Beta Test participants.
- User Account(s)
6.1 Account Registration. To obtain access to the Service as a User, you are required to complete an application providing your name, email address and other information and create a login to the app. When registering as a User you must meet the conditions set forth in Section 1.2 above, including: (a) providing true, accurate, current and complete information about yourself as requested by the registration form for the Service, and (b) maintaining and promptly updating throughout the Term such information to keep it true, accurate, current and complete. Your User account (“Account”) login is personal to you and may not be shared or used by anyone else.
- Payment Terms
7.1 HOOCH FREE Service Fees. There are currently no fees for the HOOCH FREE membership Services, but we reserve the right to charge fees in the future. We will notify you before charging any fees for the Services by notifying you electronically, by posting such fees on the Site, as applicable, or by any other method permitted by applicable law. If you continue accessing or using the Services after such notice, you must pay all applicable fees for the Services.
7.2 HOOCH PLUS & HOOCH BLACK Service Fees. You will pay us the fees for the Service (“Service Fees”) in accordance with the then current payment and pricing terms set forth at https://hooch.co, http://hoochblack.com (or such URL as we may provide) which is incorporated by reference into this Agreement. All payments shall be made by credit card or such other payment methods that we may make available in the future at our sole discretion. You understand that we will automatically charge your credit card annually in advance unless and until you cancel your account. All payment obligations are non-cancelable and non-refundable. We may assess a late charge if you do not pay the Service Fees on time. We may suspend or cancel your Service if you fail to pay the Service Fees in full on time.
- TAP Rewards
8.1 The purpose of TAP Rewards is to increase consumer loyalty by rewarding you for certain qualifying purchases and other activities.
You are solely responsible for ensuring the confidentiality of your Account login information and maintaining the security of such information. You agree not to authorize any other person to use your Account for any purpose. Except as otherwise provided by applicable law, you are solely responsible for all transactions and other activities authorized or performed using your Account, whether authorized by you or not. If you believe any of your Account credentials, such as your password, have been obtained or used by any unauthorized person or you become aware of any other breach or attempted breach of the security of the Services or your Account, you must notify us immediately by emailing us at email@example.com.
(a) Linking Your Payment Card. In order to receive TAP Rewards or TAP Dollars (“TAP”) for qualifying purchases of goods or services, you must link at least one eligible debit or credit card (a “Payment Card”) to your Account. Please note that not all debit and credit cards are eligible to be linked to your Account. All determinations as to whether a card is eligible to be a Payment Card are at our sole discretion. For example, certain Visa, Mastercard, and American Express cards are not eligible to be linked to your Account, including, but not limited to, the following: prepaid cards, corporate cards, purchasing cards, store cards which can only be used at their respective retailers’ stores, government-administered prepaid cards (including Electronic Benefit (EBT) cards), healthcare cards (including Health Savings Account (HSA) cards, Flexible Spending Account (FSA) cards, and insurance prepaid cards), Visa Buxx, and cards that are not processed through the Visa U.S.A payment system, the Mastercard payment system, or the American Express payment system. In order to be eligible as a Payment Card, it must be issued by a U.S. bank. In addition, you may not be able to link a debit or credit card to your Account if the card is already linked to certain other third-party card-linked offer programs.
(b) Use of Enrolled Cards and Transaction Information. By registering a Payment Card in connection with transaction monitoring, you authorize us to share your payment information with the third-parties that enable us to provide the Services (“Third-Party Service Providers”) and your Payment Card Network (e.g., Visa, Mastercard, American Express) so it knows you enrolled. You authorize the Payment Card Network to monitor transactions on your linked Payment Card(s) to identify qualifying purchases in order to determine whether you have qualified for or earned an offer linked to your Payment Card, and for the Payment Card Network to share such transaction details with us to enable your card-linked offer(s) and target offers that may be of interest to you. You agree that the Company and Third-Party Service Providers may view your transactions made by you with participating merchants. You authorize participating merchants to provide the Company with historical transaction data.
(c) Receiving TAP. Subject to these Terms, we will automatically provide TAP to you when you purchase qualifying goods or services with your Payment Card or perform other qualifying actions identified by us. The Company, in its sole discretion, establishes the terms and conditions for each qualifying purchase or action and determines whether you have satisfied such terms and conditions to receive TAP. Such terms and conditions are set forth on the Website and the Application and may be updated, modified, suspended, or cancelled by the Company at any time in its sole discretion.
Not all qualifying purchases made with your Payment Card may be eligible for TAP if we are unable to obtain certain transaction information from the Payment Card Network associated with your Payment Card. For example, we may be unable to obtain certain transaction information from the Payment Card Network (and you may therefore be unable to receive TAP) for the following transactions made with your Payment Card:
(i) purchases that require you to enter your Personal Identification Number (“PIN”) for your Payment Card,
(ii) purchases you initiate through identification technology that substitutes for a PIN,
(iii) payments made through other payment methods (such as a digital wallet or a third-party payment application, where you may choose your Payment Card as a funding source but you do not present your Payment Card directly to the merchant),
(iv) payments of existing balances, balance transfers, or
(v) transactions that are not processed or submitted through the Payment Card Network.
Do not use a PIN when paying for a qualifying purchase with your Payment Card if you want the purchase to be eligible for TAP.
Without limiting any of the other terms of these Terms, if you return, chargeback, cancel, dispute, or otherwise request a refund for a qualifying purchase for which you have already received TAP, we will reduce the balance of TAP in your Account by the amount of TAP you received for such transaction. If the balance of TAP in your Account is less than the amount of TAP you received for such transaction, we will offset the applicable amount of TAP from TAP you would otherwise receive for future qualifying actions.
TAP that you receive as a result of a qualifying purchase at a merchant will generally be reflected in your Account within 1-7 Business Days after the date of purchase. TAP that you receive as a result of a qualifying online purchase will be reflected in your Account after the return period for the purchase has expired. In some cases, it may take longer for TAP to be reflected in your Account. For purposes of these Terms, “Business Day” means Monday through Friday, excluding federal banking holidays. Without limiting any of the other conditions of these Terms, if we award TAP to you in error (e.g., we later determine that you did not comply with the terms and conditions of a qualifying purchase or if you charge back a qualifying purchase), we reserve the right to remove the applicable TAP from your Account. You are responsible for making sure the TAP balance reflected in your Account is correct. If you believe that your Account does not accurately reflect TAP that you are eligible to receive, please contact us at firstname.lastname@example.org.
TAP will remain in your Account until we approve redemption of TAP as described below.
(d) Redeeming TAP. Subject to these Terms and our approval, you may request that we redeem TAP from your Account. Prior to redeeming TAP, you must verify an email address associated with your Account. TAP may only be redeemed from your Account through the Site. The balance of TAP in your Account must be equivalent to at least $5 in order to redeem TAP unless otherwise permitted on the Site. We will generally deduct TAP from your Account either by redeeming a drink, providing a digital gift card or towards hotel bookings.
You are solely responsible for verifying the accuracy and completeness of any redemption transaction performed by us hereunder. You must notify us of any errors within 15 days of such information being made available to you. If you do not notify us of any such errors within such 15 days, you will forfeit the right to contest a transaction, except to the extent such forfeiture is prohibited by applicable law.
Certain limits may apply to your redemption of TAP. For example, unless otherwise permitted on the Site, you may only redeem TAP up to the equivalent of $500 in any day. Without limiting any of the other conditions of these Terms, we may modify the redemption terms for TAP at any time in our sole discretion.
(e) Taxes. All amounts paid to you hereunder are exclusive of any applicable withholding, sales, use, excise, value-added, or other taxes. You acknowledge and agree that you are responsible for determining, paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services. We are not responsible for determining whether you owe taxes in connection with your access to or use of the Services or for collecting, reporting, or remitting taxes arising from your access to or use of the Services, except for our own income taxes. You agree to promptly and fully reimburse and indemnify us for any taxes, penalties, and interest assessed by any taxing authority regarding amounts owed by you in connection with these
(f) Terms. Depending on applicable tax laws, your receipt of rewards may be subject to reporting to certain tax authorities. In accordance with such laws, we may be required to send to you and file certain forms with tax authorities, such as the IRS Form 1099-MISC (Miscellaneous Income), for any year in which rewards are issued to you. If we request information from you in order to complete a required tax form, and you fail to provide the requisite information, you will be prohibited from redeeming TAP from your Account until we receive the required information.
(g) Additional Terms, Representations, and Requirements. You may only access and use the Services for your own personal, non-commercial use and not on behalf of or for the benefit of any third party. You may not use TAP to make purchases, to transfer funds to third parties, or for any other purpose, except as expressly permitted by us. You acknowledge and agree that TAP:
(i) are issued solely by us and are not underwritten, funded, sponsored, or otherwise provided by any third party, including, but not limited to our merchant, brands, TAP Network partners, or other clients or business partners;
(ii) have no cash or other monetary value and do not act as a substitute for real currency; and
(iii) are not redeemable or exchangeable for real currency or other monetary value from HOOCH, TAP Network or any other third party, except as expressly provided in these Terms or otherwise required by applicable law. By accessing or using the Services, you agree not to seek to redeem or otherwise claim TAP from any third party, including, but not limited to our merchants, brands, TAP Network partners, or other clients or business partners.
You further acknowledge and agree that:
(i) the Company, in its sole discretion, may impose limits, terms, and conditions on TAP, including, but not limited to, limits on the amount of TAP that may be received and redeemed, and may adjust or suspend the TAP balance in your Account if we suspect fraudulent activities or detect irregularities;
(ii) the Company is not financial institutions and do not provide banking or payment processing services;
(iii) no consideration or other value is or has been given in exchange for TAP;
(iv) the Company is not a party to your Payment Card transactions; and
(v) the Company is not responsible, and has no liability for, any products or services that are paid for with your Payment Card. You must resolve all disputes related to any products or services that are paid for with your Payment Card directly with the applicable merchant and/or the financial institution that issued your Payment Card.
You may not transfer, assign, sell, gift, exchange, trade, convert, lease, sublicense, rent, or distribute TAP, except as expressly permitted by the Site and subject to applicable law. Any disposition or attempted disposition of TAP in violation of these Terms will be void and will result in immediate termination of your Account. We do not recognize or condone any third-party service that may be used to sell, exchange, transfer, or otherwise dispose of TAP, and we do not assume any responsibility for, and will not support, such transactions.
In addition to your other representations and warranties in these Terms, you represent and warrant that you will not access or use the Services to engage in any illegal, fraudulent, or other illicit activity. In order to redeem TAP on the Site, you may be required provide such other information and documents as requested by us to verify your identity and compliance with these Terms, including, but not limited to, your representations and warranties herein. For our compliance purposes and in order to provide the Services to you, you hereby authorize us to, directly or through a third party, obtain, verify, and record information and documentation for purposes of verifying your identity and your Payment Card and redemption Account information.
9. The Travel Services
9.1 The Services may facilitate your purchase of third-party travel services, such as hotel reservations (the “Travel Services”), from third-party suppliers (“Third-Party Suppliers”). Separate terms and conditions apply to the Travel Services. You should read these terms and conditions carefully before purchasing any Travel Services. By purchasing Travel Services through the Services, you agree to be bound by the terms and conditions of the Travel Services established by the applicable Third-Party Supplier and you authorize the applicable Third-Party Supplier to book the Travel Services on your behalf, and you agree that your Payment Card will be charged by the applicable Third-Party Supplier for the total reservation price at the time of booking. All hotels are nonrefundable, and no refunds will be provided for unused portions of hotel reservations. The hotel rate, including taxes and fees, is advertised by the Company, and does not include any applicable hotel service fees, charges for optional incidentals, or regulatory surcharges. In the event the Company is informed by the hotel/resort developer that your selected travel dates are unavailable, we reserve the right to offer substitute accommodations of equal or greater value, if available; or you will receive a full refund for the total monies paid to us, excluding additional fees incurred for previous reservation modifications.
9.2 TAP rewarded from Travel Services will be issued to you after we have confirmed with our Third-Party Suppliers that you completed your stay at the hotel. Rewards will not be issued on hotel cancellations or no-shows. TAP you receive for your first booking through the Services, including any associated bonuses, will be reflected in your Account within 15 Business Days after your confirmed check out. In some cases, it may take longer for TAP to be reflected in your Account.
The hotel reserves the right to:
(a) Require you to provide 2 forms of identification at time of check-in (often a valid driver’s license, Military ID or Passport and a major credit card) as a condition of check-in;
(b) Refuse check-in to any party arriving at a hotel with more than the maximum number of guests allowed for the specific reserved room types;
(c) Collect a security deposit that shall be automatically debited on the day of check-in;
(d) Assess any applicable hotel service fees, charges for optional incidentals (i.e., minibar snacks or telephone calls), or regulatory surcharges upon check-out; and
(e) Based on availability at time of check-in, provide you a room with a different bed type than you specified at time of booking.
9.3 The price of the Travel Services will be as quoted on the Site from time to time, except in cases of obvious error. Third-Party Suppliers may change the availability, terms, and prices of the Travel Services at any time, but changes will not affect Travel Services already purchased, except as otherwise provided by the applicable Third-Party Supplier’s terms and conditions. Despite our best efforts, the availability, terms, and prices of the Travel Services listed on the Website and the Application may be incorrect. WE EXPRESSLY RESERVE THE RIGHT TO CORRECT ANY ERRORS ON THE WEBSITE AND THE APPLICATION. IN THE EVENT OF AN ERROR RELATED TO PENDING TRAVEL SERVICES PREVIOUSLY PURCHASED, THIRD-PARTY SUPPLIERS MAY OFFER YOU THE OPPORTUNITY TO KEEP YOUR PENDING TRAVEL SERVICES, IF AVAILABLE, AT THE CORRECT PRICE OR TO CANCEL YOUR TRAVEL SERVICES WITHOUT PENALTY. The Company and Third-Party Suppliers are under no obligation to provide the Travel Services to you at an incorrect (lower) price, even after you have been sent confirmation of your purchase of such Travel Services.
9.4 For any questions, comments, concerns, or other issues related to the Travel Services, you must contact the applicable Third-Party Supplier.
10. Ownership and Proprietary Rights in the Services
10.1 All right, title, and interest in and to the Services, including any updates, upgrades, and modifications thereto, and any associated patents, trademarks, copyrights, mask work rights, trade secrets, and other intellectual property rights, belong solely and exclusively to the Company and its licensors, and, except as expressly set forth in these Terms, we do not grant you any licenses or other rights, express or implied, to the Services.
10.2 You acknowledge and agree that the Services are protected by applicable copyright, trademark, and other intellectual property laws. All words and logos displayed in connection with the Services that are marked by the ™ or ® symbols are trademarks and service marks of the Company and/or their respective owners. The display of a third-party trademark in connection with the Services does not mean that we have any relationship with that third party or that such third party endorses the Services or the Company.
Subject to these Terms, we hereby grant you a limited, revocable, personal, non-exclusive, and non-transferable right and license to access and use the Services solely for your personal, non-commercial, entertainment purposes. Except as expressly provided by these Terms or as otherwise expressly permitted by us, you may not use, modify, disassemble, decompile, reverse engineer, reproduce, distribute, rent, sell, license, publish, display, download, transmit, or otherwise exploit the Services in any form by any means. Without limiting the foregoing, you agree not to (and not to allow any third party to):
(a) use any robot, spider, scraper, or other automatic or manual device, process, or means to access or copy the Services;
(b) take any action that imposes or may impose (in our sole determination) an unreasonable or a disproportionately large load on the Services or our infrastructure;
(c) utilize any device, software, or routine that will interfere or attempt to interfere with the functionality of the Services;
(d) rent, lease, copy, provide access to or sublicense any portion of the Services to a third party;
(e) use any portion of the Services to provide, or incorporate any portion of the Services into, any product or service provided to a third party;
(f) remove or obscure any proprietary or other notices contained in the Services; or
(g) use the Services for any illegal or unauthorized purpose.
- Cancellation and Termination
11.1 Term. This Agreement is effective and you will continue to be billed for the Service until we terminate your account or you properly cancel your account in accordance with this Agreement (“Term”).
11.2 Termination. You are solely responsible for properly canceling your account. You may cancel your account at any time by sending us an email at email@example.com. All cancellations will be processed within forty-eight (48) hours of receipt of the request for cancellation. We reserve the right to in our sole and absolute discretion, to temporarily suspend access to the Service (in whole or in part) for: (a) scheduled or unscheduled maintenance; (b) purposes of maintaining the security and/or integrity of our network, hardware, or associated systems or those of its third party providers; (c) failure by you to timely pay the Service Fees; or (d) the actual or suspected violation of this Agreement.
11.3 Effect of Termination. Upon termination of this Agreement or cancellation of your account, all licenses and other rights granted to you hereunder will immediately terminate and you will lose access to and will cease all use of the Service (including all Incentives and or discounts offered through the Service). For avoidance of doubt, you understand and agree that any Incentives that you obtained through the Service during the Term may not be used beyond the termination of this agreement or cancellation of your account.
- Third Party Linked Service and Content
12.1 The Site, APIs, and Service may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including but not limited to websites, directories, servers, networks, systems, information and databases, software, applications, programs, products and/or services, and the Internet as a whole. When you engage a third party’s website or service which is linked to the Site and/or Service, you are interacting with the third party and not with us. Such linked websites are not under our control and we are not responsible for the contents of any linked website or any link contained within a linked website, or any changes or updates to such websites maintained by third parties. All Incentives that you pursue or other transactions you engage in using the Service are between you and the transacting party. The Company is not an agent of any transacting party, nor are we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. The Company shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Service, including the delivery of and payment for goods and services.
- Proprietary Rights
13.2 Trademarks. The Site and/or Service contain valuable trademarks owned and used by us to distinguish the Site and Service from those of others. The Site and/or Service may also contain references to other entities’ trademarks and service marks, but such references are for identification purposes only and are used with the permission of their respective owners. We do not claim ownership in, or any affiliation with, any third party trademarks or service marks appearing on the Site and/or Service. You agree not to use or display any trademarks you do not own without our prior written consent or the consent of the owner of such mark.
14.1 In connection with this Agreement, you may receive or have access to Confidential Information of the Company. For purposes of this Agreement, “Confidential Information” means the terms of this Agreement, and all technical and non-technical information concerning or related to the Company’s or its affiliates’ respective products, services, and general business operations, information of or concerning the Company’s or its affiliates’ users or employees, and any and all data, information and materials related to any of the foregoing. You agree that you shall not disclose Confidential Information to any third party, except to your employees who have a need to know and are bound by written confidentiality obligations no less restrictive than these. Confidential Information remains the sole and exclusive property of the Company.
- Electronic Communications
15.1 By registering for the Service, you understand that we may send you or your Users communications or data regarding the Service, including but not limited to updates, and promotional information and materials regarding the Service, all in electronic form via the email address you specified when you registered. You may unsubscribe your members from such communications by contacting us at firstname.lastname@example.org anytime.
- Disclaimer of Warranties
16.1 WE PROVIDE OUR SERVICE TO YOU “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. YOU AGREE THAT ANY USE OF AND RELIANCE UPON THE SERVICE (INCLUDING ANY AND ALL OF THE INFORMATION, CONTENT, AND/OR MATERIALS CONTAINED THEREIN, OR RESULTS OBTAINED THEREFROM) BY YOU IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO (AND SPECIFICALLY DISCLAIM ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN ADDITION, THE COMPANY DOES NOT WARRANT THAT ACCESS TO THE SERVICE OR SITE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT INFORMATION OBTAINED THROUGH THE SERVICE WILL BE ACCURATE OR RELIABLE. THE COMPANY MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE VENDORS OR ADVERTISERS LISTED ON THE SITE. ACCORDINGLY, THE COMPANY IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS. YOUR PURCHASE AND USE OF THE PERKS, DISCOUNTS, OR PRODUCTS AND SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK.
17.1 You agree to indemnify, defend, and hold harmless the Company, its subsidiaries, and all of their respective officers, directors, employees, agents, licensors, suppliers and any third-party information providers against all claims (including all associated costs, expenses and reasonable attorneys’ fees) from and against any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorneys’ fees and court costs) arising out of or related to: (a) your breach of these Terms, or (b) your violation of applicable laws, rules, or regulations in connection with the Service.
- Limitation of Liability
18.1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, OR ITS OFFICERS, OR EMPLOYEES, BE LIABLE TO YOU (OR ANY PARTY CLAIMING THROUGH YOU) FOR ANY LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
18.2. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, AND ITS OFFICERS, EMPLOYEES, AND VENDORS MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE, SITE OR THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO THE COMPANY IN THE TWO MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
19.1. Entire Agreement. This Agreement constitutes the entire agreement of the Parties regarding the Service. It supersedes any and all proposals, oral or written, negotiations, conversations, discussions, or agreements between the Parties relating to your use of the Service (including, without limitation, any prior versions of this Agreement).
19.2. No Waiver. Our failure to enforce any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision, right or remedy in that or any other instance.
19.3. Independent Contractors. This Agreement does not create a joint venture, agency, or partnership between the Parties; instead, the relationship between the Parties is that of independent contractors.
19.4 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the Parties agree that such provision shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the Parties, and that the remaining provisions shall remain in full force and effect.
19.5 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to its principles regarding conflicts of law.
19.6 Agreement Binding on Successors. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
19.7 Survival of Terms. After your subscription to the Service has terminated, any and all terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.