Buy Now, Stay Later Terms of Service
Section 1. Acceptance of Terms.
Section 2. Our Services.
Our Services are focused on providing you with access to offers from participating venues to buy gift certificates now for the use of such venues later, all at an attractive price. The concept is simple… if you decide to buy a gift certificate from a participating venue, your gift certificate will increase in its redemption value over a period of time, as stated in each particular venue’s offer (as available on buynowstaylater.com). If you do enter into a transaction with a participating venue, it is important to note that the entirety of the transaction is between you and that venue, including the offer, use and redemption of the gift certificate, as well as all financial transactions consummated by you and such venue to purchase the gift certificate. BNSL does not directly offer these gift certificates or process your payment information when you elect to make a purchase. We disclaim any and all liability and responsibility with respect to the transaction, including the later redemption of the gift certificates. Unless otherwise stated in the offer available through our Services, all gift certificates purchased will be at a stated price that, after sixty (60) days is available for a redemption at a higher dollar amount than that which you paid. Unless we tell you otherwise, all of these Services are provided to you for free. As noted above, we do not provide the gift certificates purchased through our site, we are not responsible for the fulfillment of those gift certificates or for the provision of the goods or services you choose to purchase when redeeming your gift certificate. If you make a purchase, you understand and agree that the terms and conditions of the individual venue (the “Venue Terms”) shall control in all respects with respect to the purchase and use of such gift certificates. In some cases, we may present those Venue Terms to you embedded within our Services at the time of your purchase and in other cases we will not. In any case, you understand and agree that we are in no way, shape or form responsible for or liable to you with respect to any of the gift certificates and any services and/or products you may purchase in connection with your use of any gift certificates you purchase through our Services, including any product liability claims, delivery issues, pricing errors, improper or inaccurate product descriptions or improper charges made by the participating venue. By making a purchase using our Services, you agree to pay the price noted for such products, as well as any taxes and shipping/handling charges that may be presented to you at the time of making the purchase. If you have any issues with your order, you will need to contact the participating venue about it, not us.
Section 3. Service Updates.
We may change how our Services operate and add or remove features and functions from our Services from time to time. If we do update our Services to add, remove or change the features and functions of our Services (an “Update”), you agree that you accept such Updates and that your use of such Updates will be governed by these Terms. We may also need to provide you with new or amended Terms depending on the Updates we undertake. If we promulgate new Terms, by continuing to use our Services, including these Updates, you are agreeing to abide by these new Terms. Finally, you agree that you shall be solely responsible for any costs or expenses you may incur in connection with the use of our Services, such as internet costs or charges from your mobile network.
Section 4. Service Obligations.
By using our Services, you additionally agree as follows:
- Our Services may only be used by you for the purposes set forth in these Terms.
- The use any scripts, spiders, robots or other automated mechanisms to access our Services is strictly prohibited.
- You shall not undertake any actions in connection with the use of our Services that may or could impair the use of our Services by anyone else or interfere with the proper functioning of our Services.
- You will not attempt to override or circumvent any of the security features of our Services.
- You will only use our Services in accordance with all applicable laws, rules and regulations.
- You will not provide access to our Services through any other service, application or product.
- The alteration, adaptation, translation, or creation any derivative works based on our Services is strictly prohibited.
- The disassembly, reverse engineering, decompiling, or unauthorized access to the source code of our Services is strictly prohibited.
- The alteration, removal, or obscuring of any proprietary notices, warranty notice and/or warranty disclaimers that appear within or on our Services is strictly prohibited.
- Any information you provide to us in connection with your use of our Services must be true, accurate and complete and you undertake to update us if that information should change.
Section 5. Third Party Services.
Our Services may be comprised, in whole or in part, of third-party features, functionality and services. To the extent that is the case, we make no representations or warranties with respect to same. In some cases, certain portions of our Services that are made available to you from a third party may be subject to your agreement with terms and conditions of the providers of such third-party services (“Supplemental Terms”). You also agree to be bound by the Supplemental Terms to the extent you use our Services. We are not responsible for or liable to you if you decide to use these third-party services and such use is at your sole and exclusive risk. If you have any issues, complaints, questions, or claims related to a third-party service provided as part of our Services, you should contact the applicable third party.
Section 6. Account Creation Requirements.
Section 7. Service Content.
As between you and us, all written words, images, logos, marks, design treatments, articles, videos, music, sound, graphics, advertising, data, links, and any software used within or comprising a part of the Services is our property (the “Content”). In many cases, this Content may be owned by a third party and all rights with respect to such third-party Content is hereby acknowledged and reserved on behalf of such third party. The use of Content appearing within our Services is strictly prohibited unless otherwise set forth in these Terms. We make no representations or warranties with respect to the Content, including the accuracy, currentness, or completeness of the Content, even if its related to prices, venue descriptions, reviews, and other information about the offers presented to you in the course of your use of our Services. You further agree that we can modify, change, delete, add and/or supplement our Content at any time. If you do not like our Content for any reason, your sole and exclusive remedy is to cease use of the Services.
Section 8. Intellectual Property Rights.
As between us and you, BNSL exclusively owns and retains all Intellectual Property Rights (as defined below) in the Services, the Content, and all software, documentation and materials included as part of the Services. Under no circumstances will you be deemed to obtain ownership in or to any of the foregoing. “Intellectual Property Rights” means, collectively, all worldwide copyright, trademark, trade secret rights, and all rights related to issued and pending patents, and all copyright, trademark and patent registrations and applications for registrations (including patent reissues, divisions, continuations, continuations-in-part, renewals and extensions), including, without limitation, moral or similar rights. All rights not expressly granted hereunder are expressly reserved to us and our licensors. Any portion of our Services provided by a third party, including all Intellectual Property Rights therein, are owned by the applicable third party provider of same and nothing in these Terms shall be deemed to grant you any such rights, except as may be specifically set forth in the applicable Supplemental Terms. You encouraged to review such Supplemental Terms in their entirety prior to any use of same.
Section 9. Copyright Claims.
By using our Services, you agree to respect the rights of copyright holders in the Content. If you believe in good faith that any Content appearing on our Services violates your copyrights, you can submit a copyright infringement claim notice to us at Hello@elmntl.co. Any copyright infringement claims notice must include (i) a description of the materials you claim are infringing upon the copyrights of another along with reasonable information for us to find it within our Services; (ii) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (iii) a demand that such allegedly infringing materials be removed or access disabled; (iv) a statement under penalty of perjury that the information in the notification is accurate, and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (v) contact information so we may contact and follow up with you, such as name, address, phone number and email address; and (vi) the signature (whether physical or electronic) of the person authorized to act on behalf of the owner of the copyright interest. If the above notice requirements are not met, we may disregard the notice pursuant to 17 U.S.C. 512(c)(3). Additionally, pursuant to 17 U.S.C. 512(f), you are advised that you may be subject to civil penalties, including monetary damages, including costs and attorneys' fees, incurred by the alleged infringer that suffers damages as a result of your misrepresentation, if you knowingly make a material misrepresentation that Content is infringing.
Section 11. Warranty Disclaimers and Limitations on our Liability to You.
THE SERVICES AND CONTENT ARE PROVIDED TO YOU WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OUR SERVICES AND OUR CONTENT ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”. THE ENTIRE RISK ARISING OUT OF YOUR USE OF OUR SERVICES AND OUR CONTENT RESTS WITH YOU. WE DISCLAIM RESPONSIBILITY FOR AND SHALL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU FOR LOSS, DAMAGE, FAILURE OR OTHER LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES AND OUR CONTENT. WE MAKE NO WARRANTY THAT (i) THE SERVICES AND OUR CONTENT WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES AND OUR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES AND OUR CONTENT WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY SERVICES AND OUR CONTENT WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS WITH RESPECT TO THE SERVICES AND OUR CONTENT WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SERVICES AND THE ACCURACY OR COMPLETENESS OUR CONTENT. THE FOREGOING WARRANTY DISCLAIMERS AND ACKNOWLEDGEMENTS BY YOU APPLY EQUALLY TO ALL THIRD PARTY PROVIDED SERVICES, FOR WHICH WE EXPRESSLY DISCLAIM ALL WARRANTIES. UNLESS OTHERWISE DISCLOSED AT THE TIME OF PURCHASE, ANY PURCHASES YOU MAKE BY USE OF, IN CONNECTION WITH, OR THROUGH OUR SERVICES SHALL BE PROVIDED BY A THIRD PARTY (SUCH AS A VENUE) AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT THERETO, INCLUDING (i) THAT THE DESCRIPTION OF WHAT YOU ARE BUYING WILL MATCH WHAT YOU ACTUALLY RECEIVE, (ii) THAT YOU WILL RECEIVE ANY VALUE FROM SUCH PURCHASE, AND (iii) THAT SUCH PURCHASE WILL MEET YOUR REQUIREMENTS AND/OR EXPECTATIONS. YOU AGREE TO RESOLVE ALL DISPUTES WITH RESPECT TO THE PURCHASES YOU MAKE DIRECTLY WITH THE THIRD PARTY FROM WHICH YOU UNDERTAKE SUCH PURCHASE AND THAT BNSL SHALL HAVE NO LIABILITY UNDER ANY CIRCUMSTANCES WITH RESPECT TO SAME. UNDER NO CIRCUMSTANCES SHALL WE OR ANYONE ACTING THROUGH, FOR OR ON BEHALF OF US, INCLUDING WITHOUT LIMITATION, ANY OF OUR AFFILIATES, PARTNERS, VENUES, OR OPERATORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES AND OUR CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ALL CIRCUMSTANCES, YOU AGREE THAT OUR LIABILITY TO YOU ARISING OUT OF ANY CLAIM OR CAUSE OF ACTION SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW AND IN NO CASE MORE THAN $1, WHICHEVER IS LESS. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION 11 COMPRISES A FUNDAMENTAL ALLOCATION OF RISKS AMONGST YOU AND US AND THAT WITHOUT THIS SECTION 11, WE WOULD NOT HAVE ENTERED INTO THESE TERMS WITH YOU OR MADE THE SERVICES AVAILABLE TO YOU.
Section 12. Your Indemnity Obligations to Us.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US HARMLESS, INCLUDING OUR AFFILATES, AND ALL DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS OF ANY OF THE FOREGOING FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES) ARISING FROM YOUR USE OF THE SERVICES AND OUR CONTENT, YOUR VIOLATION OF THESE TERMS AND/OR ANY SUPPLEMEMTAL TERMS; AND YOUR VIOLATION OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR YOUR INFRINGEMENT, OR INFRINGEMENT BY ANY OTHER USER OF YOUR ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY. NOTWITHSTANDING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT WE MAY ASSUME AND CONTROL THE DEFENSE OF ANY CLAIM FOR INDEMNITY ARISING HEREUNDER AND YOU AGREE TO PAY FOR OUR COSTS INCURRED IN CONNECTION WITH DOING SO AND TO FULLY COOPERATE WITH US IN THE DEFENSE OF ANY SUCH CLAIMS.
Section 13. Terminating Our Agreement.
If you wish to terminate your agreement with us, as set forth in these Terms, you may do so solely by discontinuing your use of our Services. Additionally, we reserve the right to terminate, suspend, modify or otherwise restrict access to our Services without liability to you at any time and for any reason in our sole and exclusive discretion. You agree to the foregoing and hereby waive any claims you may have against us should we choose to exercise the foregoing rights. All sections of these Terms, which by their nature are intended to survive (including without limitation, Sections 7-15 and 17, shall survive the termination of these Terms for any reason and by any party.
Section 14. Age Restrictions.
Our Services are intended for users 18 years or older. If you are not at least 18 years old, you are prohibited from using our Services. If you believe an individual is using or has downloaded our Services in violation of the foregoing, please contact us immediately at Hello@elmntl.co.
Section 15. Governing Law and Arbitration.
THIS SECTION MAY MATERIALLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT, TO HAVE A JURY HEAR YOUR CLAIMS, AND TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING AGAINST US TO THE EXTENT ARISING HEREUNDER – YOU SHOULD READ IT CAREFULLY. Any disputes arising directly or indirectly pursuant to these Terms or by virtue of your use of the Services, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its choice of law provisions. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS AND/OR THE SERVICES SHALL BE RESOLVED BY BINDING ARBITRATION. THE ARBITRATION SHALL BE CONDUCTED IN OR SERVING NEW YORK COUTY, NEW YORK, USA, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. ANY ARBITRATION UNDERTAKEN PURSUANT TO THESE TERMS SHALL BE UNDERTAKEN IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. BY AGREEING TO ARBITRATION, YOU ARE GIVING UP YOUR RIGHT TO HAVE YOUR CLAIMS AGAINST US HEARD AND DECIDED BY A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING AGAINST US. YOU ALSO AGREE NOT TO PARTICIPATE IN CLAIMS BROUGHT IN A PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE CAPACITY, OR CONSOLIDATED CLAIMS INVOLVING ANOTHER PERSON’S ACCOUNT, IF WE ARE A PARTY TO THE PROCEEDING. THIS DISPUTE RESOLUTION PROVISION WILL BE GOVERNED BY THE FEDERAL ARBITRATION ACT AND NOT BY ANY STATE LAW CONCERNING ARBITRATION. You must file a claim or cause of action arising out of these Terms and/or your use of the Services within one (1) year of such claim or cause of action arising or be forever barred. Notwithstanding the foregoing, we may seek any interim or preliminary relief from a court of competent jurisdiction in or serving New York County, New York, USA, necessary to protect our rights or property, pending the completion of arbitration. In the event that the arbitration provisions of this Section are held by a court of competent jurisdiction not to be enforceable, you agree that any litigation against us (except for small-claims court actions) may only be commenced in the federal or state courts located in or serving New York County, New York, USA. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
Section 16. Changes to these Terms.
We may modify these Terms at any time, in our sole discretion, by posting such modified Terms on the Services. If you continue to use our Services after the date such modified Terms are posted, you agree that you are unconditionally agreeing to be bound by such modified Terms.
Section 17. General Provisions.
These Terms and all Venue Terms and Supplemental Terms that are made a part of these Terms, constitute the entire agreement between you and us and govern your use of the Services and supersedes any prior agreements that you may have with us with respect to the subject matter hereof. If any part of these Terms (and/or applicable Venue Terms and Supplemental Terms) are determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms (and/or applicable Venue Terms and Supplemental Terms) shall continue in full force and effect without alteration. Our failure to enforce these Terms or any rights we have hereunder shall not constitute a waiver of that or any other right or provision. We may assign this agreement with you at any time and to any person without limitation. These Terms constitute a personal agreement with you and you agree that you shall not and shall have to rights to assign any rights or obligations arising under the Terms for any reason.
Section 18. Communications to You.