OFFERZNOW, LLC TERMS OF SERVICE
- Parties. Welcome to the OfferzNow marketplace, www.offerznow.com (the "Site"), where the business community connects with potential customers and their social networks by providing special offers on products and services. The “OfferzNow, LLC Terms of Service” ("Agreement" or "TOS") is a legal contract between OfferzNow, LLC, a Michigan limited liability company with offices at 3027 Miller, Ann Arbor, Michigan 48103 ("OfferzNow") and the business entity registers to use the services available through the Site ("Company").
- Agreement. The TOS is the entire agreement between Company and OfferzNow. The TOS may be updated and modified by OfferzNow from time to time. Those modifications are incorporated into and made a part of the Agreement. Company will be notified of significant modifications when it accesses the Site or when it receives an email from OfferzNow. If Company does not accept the modifications to the Agreement, its sole remedy is to cease use of the Site and services offered through the Site ("Services").
Company Account; Representations and Warranties; Indemnification.
- Account Creation. To use the Services, Company must first create an account. Company shall provide business information requested by OfferzNow, including credit card and address verification. Company represents and warrants that all information (and updated information) provided is accurate and complete. Company shall not transfer the account to a third party and shall not enable third party access to the account. It will keep its passwords secure and will notify OfferzNow of any suspected breach of security relating to its account or the Services or unauthorized use of its account. Company represents and warrants that it has the right to transact business in the US and in Michigan and the legal power to enter into this Agreement for the use of the Site.
- Subscription Plan. Company shall choose a subscription plan and provide a credit card number that OfferzNow shall use to charge Company for its Services in accordance with the selected plan.
Responsibility for Offers to Customers.
- One of the goals of OfferzNow is to give consumers and their social networks a positive experience with OfferzNow and with the companies that promote their goods and services through the Site. Accordingly, Company shall fulfill the promises and terms of offers made to Customers through the Site and use its best efforts to provide Customers a positive commercial experience. All products sold or distributed to Customers shall be safe and comply with applicable laws. Company is solely responsible for the terms of offers made to Customers.
- Company shall not use the Site to specifically market to children under the age of 13, and shall not knowingly collect information from children under the age of 13. Company is solely responsible for compliance with state and federal privacy laws.
- OfferzNow may elect to promote its Services by, in some cases, advertising offers from the companies participating in its Services. OfferzNow makes no promises as to whether any particular company will be so promoted. Company grants OfferzNow a license to reproduce Content (defined below) in connection with such advertising, provided that OfferzNow is responsible for its own advertising and promotional activities and statements.
Content. Company represents and warrants that it has the legal right to upload
to the Site text, images, and other content relating to its offers and promotional activities
(collectively, "Content"), to authorize OfferzNow and its partners to reproduce copies, store, and
use the Content in connection with the Services, and to authorize Customers to use the Content.
The Content is lawful and does not violate any state or federal law or violate the rights of any
third party. Company represents and warrants that no Content:
- Is obscene or pornographic or contains nudity;
- Defames an individual;
- Violates the right of privacy or right of publicity of an individual, or otherwise contains the name or face of another person without his or her permission;
- Promotes violence, racism, bigotry, or hatred;
- Promotes the physical, mental, or psychological harm of any person or group of persons; or threatens, exploits, or intimidates another person;
- Promotes or enables unlawful activities or depicts animal cruelty;
- Impersonates, or otherwise misrepresents an affiliation, association, or connection with, any person or entity;
- Contains material in which copyright or trademark rights are held by a third party unless the use of the copyright or trademark is authorized by the rights-holder or by applicable law;
- Contains product claims that are not supported as required by advertising substantiation laws;
- Has the likelihood of causing confusion, mistake, or deception; or
- Violates the Michigan Consumer Protection Act or the Federal Trade Commission Act.
- Company acknowledges that its account with OfferzNow and its access to the Site and Services are based upon the truth of the promises, statements, and representations made in this Agreement. Company hereby indemnifies, holds harmless, and agrees to defend OfferzNow against all damages, losses, judgments, penalties, expenses, costs, and fees (including reasonable attorneys’ fees) incurred by, or awarded or assessed against OfferzNow in connection with any third party (including domestic or foreign governments or agencies) assertion inconsistent with the promises, statements, representations, and warranties. This obligation survives termination of this Agreement and extends to the third parties with whom OfferzNow does business relating to the products and services provided to Customers by Company. As used in this section, "OfferzNow" includes OfferzNow, its officers, directors, employees, members, managers, contractors, agents, affiliates, related business entities, successors, assigns, business partners, and attorneys.
- Company agrees to use its best efforts to assist OfferzNow in the investigation and resolution of any third party claim or assertion inconsistent with Company’s representations and warranties. Company agrees to provide such assistance at no charge and promptly upon receipt of notice from OfferzNow of such claim or assertion.
- Limitation of Liability for Damages. REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY, IN NO EVENT SHALL OFFERZNOW BE LIABLE TO COMPANY IN CONNECTION WITH THIS AGREEMENT, THE SITE, AND THE SERVICES FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES (EVEN IF OFFERZNOW IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES); LOST PROFITS, LOST REVENUE, LOST BUSINESS EXPECTANCY, BUSINESS INTERRUPTION LOSSES, OR LOSS OF DATA; AND/OR DIRECT DAMAGES IN AN AMOUNT IN EXCESS OF FIFTY DOLLARS ($50).
Data and Privacy.
- (a) OfferzNow owns the data generated by use of the Site and its Services. Subject to the terms of Section 3 above, OfferzNow shall not disclose or sell to any third party data that identifies nonpublic information about Company, but OfferzNow may use, disclose and sell data used in an aggregate manner that does reveal the nonpublic Company information.
- AS-IS Warranty. OFFERZNOW PROVIDES THE SERVICES “AS IS” WITH NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OfferzNow does not warrant that the Site or the Services will be error-free, or operate without interruption. OfferzNow will use commercially reasonable efforts to correct bugs and maintain the Site. This is the sole and exclusive remedy provided to Company under this Agreement and in connection with their business relationship and is in lieu of all other remedies by contract, by law, and at equity.
- Intellectual Property Ownership. OfferzNow (and in some cases, its licensors) own all intellectual property rights in the Site and the Services, including trademarks, logos, slogans, designs, copyrights, trade secrets, and patent rights. OfferzNow makes no claim of intellectual property ownership in Company Content.
- Integrity of the Site. Company shall not interfere with the operation of the Site, attempt to copy underlying technology, upload other computer programs, or use Content except as authorized by OfferzNow. Company agrees not to use any automated software (crawlers, robots, bots, spiders, extractors, etc.) at the Site; circumvent, disable or otherwise interfere with security- related features or digital rights management functions at the Site; or hack, reverse engineer, or disable any technology at the Site.
- Place of Business. The Services and Site are deemed to be located in and delivered from Ann Arbor, Michigan, USA. This Agreement is entered into, performed in, and based in Ann Arbor (Washtenaw County), Michigan, USA. The site does not give rise to personal jurisdiction over OfferzNow, either specific or general, in jurisdictions other than Michigan. This Agreement shall be governed by the internal substantive laws of the State of Michigan, without respect to its conflict of laws principles. Any claim or dispute between Company and OfferzNow that arises in whole or in part from the Services, Site, or this Agreement shall be decided exclusively by a court of competent jurisdiction located in (or having jurisdiction over) Ann Arbor, Michigan.
- No Implied Waiver. No waiver by OfferzNow shall be implied. Any waiver of any term of this Agreement must be in writing and signed by an officer of OfferzNow.
- Severability. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the intent of the parties set forth in such portion and only to the extent necessary to make it enforceable. The remaining provisions of this Agreement will remain in full force and effect.
- Statute of Limitations. Any litigation or other dispute resolution arising out of or related to this Agreement must be commenced within one (1) years after the date of the event giving rise to the claim. Otherwise, such causes of actions are permanently barred.
- International Considerations. OfferzNow makes no representations that the site or software is appropriate or available for use in locations other than the United States. Those who access or use the Site from outside the U.S. do so at their own volition and are responsible for compliance with applicable laws.
- Assignment. OfferzNow may assign, subcontract, delegate, and transfer its rights and obligations under this Agreement to a third party.
- Notices.OfferzNow may provide notices, including those regarding changes to this Agreement, by email, first class mail, and postings to the Site. Notice is deemed given upon the earlier of (i) actual receipt, (ii) twenty-four (24) hours after an email is sent, (iii) three (3) days after first class mail is deposited with the U.S. Postal Service, or (iv) five (5) days after a notice is posted to the Site.
- Force Majeure. It shall not be a material breach of this Agreement, and neither party shall be liable to the other, if prevented from performing its duties or responsibilities under this Agreement by reason of any fire or other casualty, acts of God, earthquake, floods, explosions, interrupted power supply, sabotage, war, riots, acts of terrorism; inability to procure or a general shortage of labor, equipment, facilities, materials or supplies in the open market; strikes, court orders, laws, regulations, or orders of government or military authorities; or any other cause not within the control of such party whose performance is delayed.
- Effective Date. This Agreement is Effective upon the later of the following events: Company accepts its terms by clicking “I AGREE,” below, Company creates an account as described above, and OfferzNow complete the verification process.
By clicking “I AGREE” Company accepts the terms and conditions of this Agreement.