Nazby Corp., DBA buygiftsave.com(“BGS”, “we”, “us”, or “our”) welcomes you. We invite you to access and use our online platform (the “Platform”) which is made available to you through our website located at http://www.buygiftsave.com/ (the “Website”).
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
1. DESCRIPTION AND USE OF PLATFORM
The Platform is a gifting platform that eliminates duplicate and unwanted gifts while saving money for the gift recipient directly through a savings or checking bank account. Registered Users, called “Hosts” in our community, can create an event through the Platform (“Event”), set up a gift registry (“Gift Registry”), and invite friends and family to the Event (each, a “Gift Giver”), and other Registered Users, called “Gift Givers,” can select an overall budget for the gift (“Budget”), and select and purchase Gift(s) from the Gift Registry for a total value which is less than the selected Budget. Once the Gift Giver purchases the applicable Gift(s), the balance of the selected Budget minus the applicable Fees will be deposited in the Bank Account (“Deposit Amount”).
We provide Visitors, and Registered Users with access to the Platform as described below.
Visitors. Visitors, as the term implies, are people who do not register with us, but want to explore the Website. No login is required for Visitors. Visitors can: (i) view all publicly-available content on the Website; (ii) e-mail us; and (iii) request an invitation to an Event by using the “Request an Invitation” feature on the Platform.
Registered Users. Login is required for all Registered Users. Registered Users can do all things that Visitors can do, and may also be able to: (i) create, as a Host, one or more Events; set up a Gift Registry; enter savings or checking account information so that cash gifts can be deposited directly into the account (“Bank Account”); invite friends and family to the Event; (ii) receive, as a Gift Giver, invitation to the Event; and select and purchase one or more Gifts from the Gift Registry for the applicable Event.
2. EVENT AND GIFT REGISTRY
3. SPECIAL OFFERS
BGS may, from time to time, offer Registered Users the opportunity to earn coupons by inviting friends to become Registered Users or creating new Events through the Platform (each, an “Offer”). The terms of the applicable Offer shall be made known to you before you participate in the Offer. Offers cannot be applied to previously purchased Gifts. BGS reserves the right to terminate the Offer at any time for any reason.
4. COMMUNITY GUIDELINES
BGS’s community, like any community, functions best when its users follow a few simple rules. By accessing and/or using the Platform, you agree to comply with these community guidelines (the “Community Guidelines”) and that:
The Platform is only available for individuals aged 18 years or older. If you are under 18 years of age, please do not use the Platform.
6. USE OF PERSONAL INFORMATION
7. SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS
If you would like to register to use the Platform as a Host, you will have to complete the registration process set forth in this Section 7.
If you have received an invitation for an Event, you must click on the invitation url (“Invitation URL”) in order to access the information about the Event. When you click on the Invitation URL, you have the option of becoming a Registered User by completing the registration process set forth in this Section. However, you may also choose to purchase Gifts from the Gift Registry for the applicable Event without becoming a Registered User.
During the registration process for Registered Users, you will be asked to provide your first name, last name, and e-mail address. We will also ask you to create an account, which includes your e-mail address as a sign-in name (“Sign-In Name”), and a password (“Password”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Registered User. You are responsible for the confidentiality and use of your Invitation URL, Sign-In Name, and Password. You will promptly inform us of any need to deactivate an Invitation URL, a Password or Sign-In Name. We reserve the right to delete or change your Password, or Sign-In Name, at any time and for any reason.
We do not currently charge Hosts a fee to use the Platform.
In consideration for using the Platform, Gift Givers shall pay the applicable Shipping Fees and BGS service fees for each gift purchased by the Gift Giver (the “BGS Services Fees”) (collectively, the “Fees”). The applicable Shipping Fees and BGS Service Fees shall be made known to Gift Givers during the transaction process. We may use a third party payment vendor (“Third Party Payment Vendor”) to process your payment of Fees. You warrant and represent that you are the valid owner or an authorized user, of the credit card or the PayPal account to such Third Party Payment Vendor, and that all information you provide is accurate.
Depending on the Third Party Payment Vendor you choose, you shall pay the applicable merchant fees from your Budget.
Once the Gift Givers transaction is complete, the applicable Deposit Amount will be automatically deposited in the applicable Bank Account.
We reserve the right to change any of the fees that we charge, or to institute new or additional fees, at any time upon notice to you.
9. INTELLECTUAL PROPERTY
We retain all right, title and interest in and to the Website, the Platform and all software and other technology relating to the Website and the Platform. As between us and you, and subject to your rights in the Registered User Content provided through your account as set forth below, we retain all right, title and interest in and to all content available through the Platform (the “BGS Content”). The BGS Content may be owned by us or our licensors, and is protected under both United States and foreign laws. Unauthorized use of the BGS Content may violate copyright, trademark, and other laws. You have no rights in or to the BGS Content, and you will not use the BGS Content except as permitted under this Agreement and the functionality of the Platform. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original BGS Content. You may not sell, transfer, assign, license, sublicense, or modify the BGS Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the BGS Content in any way for any public or commercial purpose. The use or posting of the BGS Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the BGS Content and the Platform automatically terminates and you must immediately destroy any copies you have made of the BGS Content.
The trademarks, service marks, and logos of BGS (“BGS Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of BGS. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with BGS Trademarks, the “Trademarks”). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of BGS Trademarks inures to our benefit.
Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the BGS Content may be retransmitted without our express, written consent for each and every instance.
10. REGISTERED USER CONTENT
Hosts may post and/or create content through the Platform, including, without limitation, the Event(s), the picture and/or video that is included in the Event(s) invitation (hereinafter, "Registered User Content"). We cannot and do not review it all--we may act as a passive conduit for distribution of the Registered User Content. That said, we may remove Registered User Content that does not adhere to our Community Guidelines, or that is offensive or otherwise unacceptable to us in our sole discretion. Remember, once you submit Registered User Content through the Platform, including any personally identifying information, it may be accessible by Gift Givers. YOU, AND NOT BGS, ARE EXTIRELY RESPONSIBLE FOR ALL THE REGISTERED USER CONTENT THAT YOU UPLOAD, POST, E- MAIL, OR OTHERWISE TRANSMIT VIA THE PLATFORM.
You retain all copyrights and other intellectual property rights in and to the Registered User Content. However, you hereby grant us an irrevocable, non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use your Registered User Content as reasonably necessary for us to provide the Platform. If you submit Registered User Content to us, each such submission constitutes a representation and warranty that such Registered User Content is your original creation (or that you otherwise have the right to provide the Registered User Content), that you have the rights necessary to grant the license to the Registered User Content under this Section, and that it and its use by BGS and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.
11. COMMUNICATIONS WITH US
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.
12. NO WARRANTIES; LIMITATION OF LIABILITY
NONE OF BGS, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “BGS PARTIES”) ENDORSE ANY OFFERS, HOSTS, GIFT GIVERS, EVENTS, REGISTERED USER CONTENT OR GIFTS PURCHASED THROUGH THE PLATFORM.
YOU ACKNOWLEDGE AND AGREE THAT THE GIFTS, THE WEBSITE, AND THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTIONS AND MATERIALS, IS PROVIDED "AS IS," "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIM: (I) NONE OF BGS PARTY WILL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM, OR THE WEBSITE, EVEN IF SUCH BGS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM SHALL BE LIMITED TO THE MONIES YOU HAVE PAID US IN CONNECTION WITH YOUR USE OF THE PLATFORM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
THE PLATFORM MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE PLATFORM. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE PLATFORM AND/OR ADD OR REMOVE CONTENT AT ANY TIME WITHOUT NOTICE.
13. EXTERNAL SITES
The Website and the Platform may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
You agree to defend, indemnify, and hold harmless the BGS Parties from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the BGS Content, the Platform, or the Website; (iii) any Registered User Content provided through your accounts; and (iv) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right.
15. COMPLIANCE WITH APPLICABLE LAWS
The Platform and the Website are based in the United States, and are intended to be used only by residents of the United States. We make no claims concerning whether the Website, the Platform, the BGS Content, or the Registered User Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website, the Platform, the BGS Content or the Registered User Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
16. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website and/or the Platform, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website and/or the Platform at any time without prior notice or liability.
17. BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement or the Platform or any other products or services provided by us (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website http://www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non- privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent BGS from seeking injunctive relief in any court of competent jurisdiction as necessary to protect BGS’s proprietary interests.
18. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. If this Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Returns and Refunds,” “Fees,” “Intellectual Property,” “Registered User Content,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” “Binding Arbitration,” “Class Action Waiver,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2016 Nazby Corp. All rights reserved.