ACCEPTANCE OF TERMS AND CONDITIONS
The Site provides an interactive online service operated by CoupDoc, LLC on the World Wide Web of the Internet (the “Web”), consisting of information services, content and transaction capabilities facilitated through CoupDoc, affiliates of CoupDoc or suppliers (“Suppliers”) offering vouchers for sale (“Coups”) which may be exchanged for services/goods provided by Suppliers.
This Agreement sets forth the terms and conditions that apply to the use of this Site by the End User. By using this Site (other than to read this Agreement for the first time), End User agrees to comply with all of the terms and conditions hereof. The right to use this Site is personal to End User and is not transferable to any other person or entity. End User shall be responsible for protecting the confidentiality of End User’s password(s), if any. End User acknowledges that, although the Internet is often a secure environment, sometimes there are interruptions in service or events that are beyond the control of CoupDoc, and CoupDoc shall not be responsible for any data lost while transmitting information on the Internet. While it is CoupDoc’s objective to make the Site accessible 24 hours per day, 7 days per week, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of CoupDoc, access to the Site may be interrupted, suspended or terminated from time to time.
CoupDoc shall have the right at any time to change or discontinue any aspect or feature of the Site, including, but not limited to, content, hours of availability and equipment needed for access or use. Further, CoupDoc may discontinue disseminating any portion of information or category of information, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics.
You represent that you are of legal age to form a binding contract. You must be at least 18 years old to be eligible to use the Site. However, if you are not yet 18 years of age, you may use the Site in conjunction with your parent or guardian who agrees to this Agreement.
2. Modified Terms.
End User shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of this Site and all charges related thereto. CoupDoc shall not be liable for any damages to the End User’s equipment resulting from the use of this Site.
4. End User Conduct.
The foregoing provisions of this Section 4 apply equally to and are for the benefit of CoupDoc, its subsidiaries, affiliates, Providers and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.
5. Copyright and Trademarks.
Everything located on or in this Site, including the Microsites, is the exclusive property of CoupDoc, LLC, and is used with express permission of the copyright and/or trademark owner. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, LINKING, DEEP LINKING, OR OTHERWISE MODIFYING OF THIS SITE OR ANY OF THE MICROSITES WITHOUT THE EXPRESS WRITTEN PERMISSION OF CoupDoc, LLC IS STRICTLY PROHIBITED. Any violation of this policy may result in a copyright, trademark or other intellectual property right infringement that may subject End User to civil and/or criminal penalties.
This Site and any Microsites contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Site are protected by copyright as a collective work under the United States copyright laws. CoupDoc owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. End User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. End User may download, print, and/or save copyrighted material for End User’s personal use only. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of CoupDoc or the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. End User acknowledges that he/she/it does not acquire any ownership rights by downloading copyrighted material. Trademarks that are located within or on the Site or a Microsite otherwise owned or operated in conjunction with CoupDoc shall not be deemed to be in the public domain but rather the exclusive property of CoupDoc, unless such site is under license from the Trademark owner thereof, in which case such license is for the exclusive benefit and use of CoupDoc unless otherwise stated.
End User shall not upload, post or otherwise make available on this Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. CoupDoc does not have any express burden or responsibility to provide End User with indications, markings or anything else that may aid End User in determining whether the material in question is copyrighted or trademarked. End User shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of this Site or any Microsite, End User warrants that the owner of such material has expressly granted CoupDoc the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. End User also permits any other end user to access, view, store or reproduce the material for that End User’s personal use. End User hereby grants CoupDoc the right to edit, copy, publish and distribute any material made available on this Site or any Microsite by End User.
The foregoing provisions of Section 5 apply equally to and are for the benefit of CoupDoc, its subsidiaries, affiliates, Providers and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
6. Copyright Policy.
CoupDoc reserves the right to terminate its agreement with any End User who repeatedly infringes third-party copyright rights upon prompt notification to CoupDoc by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that a copyrighted work has been copied and posted via the Site or any Microsite in a way that constitutes copyright infringement, you shall provide CoupDoc with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification and location on the Site or any Microsite of the copyrighted work that you claim has been infringed; (c) a written statement by you that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) your name and contact information, such as telephone number or e-mail address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
7. Disclaimer of Warranty.
END USER EXPRESSLY AGREES THAT USE OF THIS SITE AND THE MICROSITES IS AT END USER’S SOLE RISK. NEITHER COUPDOC, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, PROVIDERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SITE OR ANY MICROSITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS SITE, OR ANY MICROSITE, OR (II) THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR COUPS PROVIDED THROUGH THIS SITE OR THE MICROSITES.
THIS SITE AND THE MICROSITES ARE MADE ACCESSIBLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. COUPDOC HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
8. Limitation of Liability.
IN NO EVENT SHALL COUPDOC, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. IN NO EVENT WILL COUPDOC’S LIABILITY IN CONNECTION WITH A COUP EXCEED THE AMOUNTS PAID FOR SUCH COUP, AND TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY END USER DURING THE SIX MONTHS PRECEDING THE BRINGING OF ANY CLAIM.
CoupDoc shall have the right, but not the obligation, to monitor the content of the Site and any Microsites at all times, including any chat rooms and forums that may hereinafter be included as part of the Site, to determine compliance with this Agreement and any operating rules established by CoupDoc, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, CoupDoc shall have the right, but not the obligation, to remove any material that CoupDoc, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
11. License Grant.
By posting communications on or through this Site or any Microsite, End User shall be deemed to have granted to CoupDoc a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the communication alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sub-license such rights through multiple tiers of sub-licensees.
End User agrees to defend, indemnify and hold harmless CoupDoc, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to any products or services purchased by End User in connection with the Site or any Microsites.
End User is solely responsible for interactions with Merchants and other users of the Site or Microsites. To the extent permitted under applicable laws, End User hereby releases CoupDoc from any and all claims or liability related to any product or service of a Provider, any action or in-action by Provider, including Provider’s failure to comply with applicable law and/or failure to abide by the terms of a Coup, and any conduct or speech, whether online or offline, of any other user.
In connection with the foregoing release, End User hereby waives California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
CoupDoc may terminate this Agreement at any time. Without limiting the foregoing, CoupDoc shall have the right to immediately terminate or suspend any passwords or accounts of End User in the event of any conduct by End User or which CoupDoc, in its sole discretion, considers to be unacceptable, or in the event of any breach by End User of this Agreement. The provisions of Sections 2, 4, 5, 6, 7, 10, 11, and 12 will survive termination of this Agreement.”
CoupDoc is a trademark of CoupDoc, LLC. All rights in respect of this trademark are hereby expressly reserved. Unless otherwise indicated, all other trademarks appearing on CoupDoc are the property of their respective owners.
15. Third-Party Content.
CoupDoc, similar to an Internet Service Provider, is a distributor (and not a publisher) of content supplied by third parties and End Users. Accordingly, CoupDoc has no more editorial control over such content than does a public library, bookstore or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, or any other end users are those of the respective author(s) or distributor(s) and not of CoupDoc.
In many instances, the content available through this Site represents the opinions and judgments of the respective information provider, end user, or other user not under contract with CoupDoc. CoupDoc neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made on CoupDoc by anyone other than authorized CoupDoc employee spokespersons while acting in official capacities. Under no circumstances will CoupDoc be liable for any loss or damage caused by an end user’s reliance on information obtained through CoupDoc. It is the responsibility of End User to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, etc., or other content available through CoupDoc.
CoupDoc contains links to third-party websites maintained by other content providers. These links are provided solely as a convenience to you and not as an endorsement by CoupDoc of the contents on such third-party sites, and CoupDoc hereby expressly disclaims any representations regarding the content or accuracy of materials on such third-party websites. If End User decides to access linked third-party websites, End User does so at its own risk. Unless you have executed a written agreement with CoupDoc expressly permitting you to do so, you may not provide a hyperlink to the Site or any Microsite from any other website. CoupDoc reserves the right to revoke its consent to any link at any time in its sole discretion.
This Agreement, including the Terms of Sale set forth below (which are incorporated into this Agreement), and any operating rules for CoupDoc established by CoupDoc, constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of this Agreement shall continue in full force and effect. The failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder.
By using this Site, End User agrees that: (1) any claim, dispute, or controversy End User may have against CoupDoc arising out of, relating to, or connected in any way with this Agreement, this Site, or any Microsite, or the purchase or sale of any Coup(s), shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”); (2) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for End User), or at such other location as may be mutually agreed upon by End User and CoupDoc; (3) the arbitrator shall apply Arizona law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (4) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only the End User’s and/or CoupDoc’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (5) in the event that the End User is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, CoupDoc will pay as much of the End User’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (6) with the exception of subpart (4) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (4) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither End User nor CoupDoc shall be entitled to arbitrate their dispute. For more information on AAA and its Rules and Procedures, End Users may visit the AAA website at http://www.adr.org.
If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. You should note that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Current providers of such protections can be found at: http://www.en.wikipedia.org/wiki/List_of_Content_Control_Software.
II.TERMS OF SALE
The Coup you purchase through CoupDoc is redeemable for goods or services by the Supplier. The Supplier, not CoupDoc, is the seller of the Coup and the goods and services and is solely responsible for redeeming any Coup you purchase. CoupDoc sells a Coup that can be redeemed in connection with your purchase of the goods or services from Supplier.
Terms and Conditions for Provider Coups
- Provider Coups may be applied only to merchandise sold by Supplier, and may not be applied to shipping or handling charges.
- Only one Coup can be used per order unless otherwise specified by Supplier.
- The issuing of credit is at the sole discretion of the Supplier unless otherwise required by law.
- Neither CoupDoc nor the Supplier is responsible for lost or stolen Coups or a Coup’s reference number.
- Coups cannot be combined with any other vouchers, third party certificates, coupons, or promotions, unless otherwise specified by Supplier.
- Reproduction, sale or trade of this Coup is prohibited unless done so in compliance with applicable law.
- Any attempted redemption not consistent with these terms and conditions will render the Coup null and void.
- Void to the extent prohibited by law.
- If you redeem the Coup for less than its face value, you will only be entitled to a credit or cash equal to the difference between the face value and the amount you redeemed from the Supplier if required by law. You will only be entitled to a continuing redemption value as noted above if the amount that you paid for the Coup exceeds the amount you redeemed. For example, if you paid $20 for a Coup which entitles you to purchase $50 of product or service by September 1, 2012 and you make a purchase for $40 on January 30, 2012, you will only be entitled to a credit or cash equal to the difference between the $50 face value and the amount you redeemed from the Merchant (i.e., $10) if required by applicable law. You will not have any redemption value either because the amount you redeemed is more than what you paid for the Coup.
Additional Terms and Conditions for All CoupDoc Coups.
All Coups shall be subject to the terms and conditions of CoupDoc and the participating Supplier. The Suppliers are the sellers of the goods or services which you are purchasing.
The holder and issuer of a Supplier Coup is the Supplier. As a holder and issuer of the Coup, the Supplier shall be fully responsible for any and all injuries, illnesses, damages, claims, liabilities and costs suffered by or in respect of a customer or patient, caused in whole or in part by the Supplier, as well as for any unclaimed property liability arising from unredeemed Coup or portions thereof. You waive, and release CoupDoc and its officers, directors, employees and agents from, any claim, liabilities, damages, or injury arising from or related to any act or omission of Supplier in connection with a Coup or the services/goods provided in connection therewith and/or as it relates to compliance with applicable unclaimed property and other laws relating to the redemption of the Coup or any portion thereof. Supplier Coups are redeemable in their entirety and on a one time basis only and may not be redeemed incrementally.
According to applicable law, the Supplier may be responsible for allowing you to redeem your Coup for the cash value based on the money you actually paid for your Coup (i.e. if you paid $20 for a Coup which gives you $50 of value to the Provider, the cash value that you paid is $20, not $50), for a period of time that extends beyond the expiration date on the Coup. While the expiration date on the Coup dictates the last date that you can use your Coup with Supplier for the promotional offer stated on the Coup, applicable law may provide that the Supplier is responsible for honoring the cash value that you paid for your Coup for a period of time beyond the expiration date stated on the Coup. In other words, you should be allowed to redeem the cash value (or purchase price) of your Coup up until the greater of: (1) the Coup’s expiration date; or (2) the minimum length of time allowed by applicable law for a Coup to expire. In the event that you have an expired Coup and would like to redeem it for the price you paid to acquire it, please contact the Supplier. Once again, the Supplier should allow such redemption if applicable law requires it, and we have instructed the Supplier to do so. If Supplier has refused to redeem the cash value of your expired Coup, and if applicable law entitles you to such redemption, then please contact CoupDoc and explain your situation in writing.
CoupDoc Auction - Standard Terms and Conditions
By providing Coupdoc information regarding any product(s) that you would like to sell on CoupDoc’s Auction platform &/or CoupDoc’s Catalog Listing, you are therein defined as a CoupDoc Seller, and as such you are agreeing to the following Terms and Conditions
1. Nature of Services
CoupDoc will promote Seller’s Product(s) through CoupDoc’s online Catalog (Listing) and Auction Site (as such terms are defined below) with the particular listing characteristics identified and approved by both parties, via email, mail, or phone correspondence, in accordance with these Terms and Conditions. The Seller is the “issuer” of the product being listed and sold and is the “vendor” of its listed and promoted product(s), and CoupDoc acts as the marketing agent for the Seller’s Products.
2. CoupDoc Responsibilities
- Auction & Catalog Listings – CoupDoc may use Seller’s Content (which is defined as the promotional or other content set forth by the Seller to be used as its marketing/advertising material) to prepare one or more promotional creatives for the particular Auction listing (“Auction Creatives”) or Listing (“Catalog Listing”), in its discretion, which may include a Deal page or Microsite hosted on the CoupDoc.com website or other websites offered with our distribution partners, an email creative to be distributed to potential purchasers of the Auctioned Product, or other similar creatives for online promotion of the Auctioned Product and the Listing. Once an Auction Product Description Form has been completed by the Seller, CoupDoc is deemed to have approval to use and promote Seller’s products and Catalog Listings.
- Auction Orders – CoupDoc will issue each purchaser of the Seller’s Product (each “Purchaser”) an Order number for each purchase. Within one (1) business day following the purchase, CoupDoc will provide Seller with the name and address of the person having the right to redeem the Order and their corresponding Order numbers.
3. Seller Responsibilities
- Issuer – Supplier agrees and acknowledges that CoupDoc markets and facilitates the purchase of the Product(s) Auctioned and Listed, but that Supplier remains the issuer of the Auctioned and Listed Product(s). Accordingly, Supplier agrees that it, and not CoupDoc, is solely responsible to fulfill the Orders and provide the Supplier Product to the customer redeeming each Order in a timely fashion and in accordance with these Terms & Conditions.
- Fulfillment – Seller agrees to honor and fulfill all Auctioned &/or Listed Products in accordance with the terms of the standard CoupDoc Terms and Conditions, the CoupDoc Auction Standard Terms & Conditions, and any applicable laws. If any questions or concerns arise during the process of filling the order, the Seller will contact the customer directly and resolve any and all issues in a cordial fashion.
- Verification of Data, Name, EIN number, License Number – Seller will receive a list of Auctioned &/or Listed Products purchased including but not limited to the customer’s name and address. Seller is solely responsible to contact customer and conduct a necessary verification process as is usual and customary according to the Seller’s personal or company policy for any customer wanting to buy Seller’s product(s).
- Customer Information – Once Seller’s product(s) is sold, CoupDoc will provide Seller with Customer’s information in order for Seller to fulfill the Order.
- Orders of Customers - Seller agrees to accept Orders in any form presented for redemption that has been approved by CoupDoc, including, without limitation, a physical printout of the Order or by presenting the Order number by phone or online. For Orders that require advanced scheduling for delivery or otherwise, Seller shall use its best efforts to accommodate the scheduling request of the purchaser.
- Seller Content – Seller may be asked to provide a logo, photograph, video, or other marketing materials (“Seller Content”) to be used in developing the Product Catalog and Auction Listings. Seller herby grants CoupDoc a non-exclusive worldwide license to reproduce, use, display, perform, distribute, and create derivative works based upon the Seller Content for the purpose of developing, distributing, and otherwise promoting the Product Catalog & Auction Listings as CoupDoc deems appropriate. CoupDoc may also continue to use and distribute Seller’s Product Auctioned & Catalog Listings as exemplars and for general promotional purposes.
- Redemption Data – Seller shall update CoupDoc via email at info@CoupDoc.com, no later than 2 days from the sale of Auctioned &/or Listed Product, on the status of the Shipment of Orders placed at CoupDoc.com.
4. Fees and Payment
- Commission Fee – In consideration for fulfilling its obligations under this Agreement, CoupDoc will be entitled to retain a Commission Fee of 15% of the total sale on all payments received from the sale of the Seller’s products.
- Seller Payment – Once an order has been completed and Seller has been notified of the Order, SELLER MUST PROVIDE COUPDOC, VIA EMAIL AT INFO@COUPDOC.COM, A SHIPMENT TRACKING NUMBER FOR THE SOLD PRODUCT(S) AS SOON AS SOLD PRODUCT IS SHIPPED TO BUYER. COUPDOC WILL VERIFY DELIVERY OF SOLD PRODUCT TO BUYER PRIOR TO PROCESSING PAYMENT TO SELLER FOR SOLD PRODUCT(S). Subject to Seller’s performance of its obligations under these Terms & Conditions, CoupDoc shall remit to Seller all payments received from the sale of Seller’s Product(s), minus the Commission Fee (the “Seller Payment”). The amounts due Seller will be paid by check and mailed to Seller’s address on file with CoupDoc. The Seller Payment will be mailed to Seller within Five (5) business days after receipt of Order by Buyer. In the event CoupDoc has received a substantial number of customer complaints or requests for refunds, as determined in its discretion, CoupDoc may hold-back up to one-third (1/3) of the Seller Payment until the parties have reached a mutually acceptable plan for resolving the complaints.
- Taxes – Seller will be responsible for collecting and remitting any applicable sales, value added, use, or transaction privilege taxes owed to federal, state, or local taxing authorities in connection with the sale of Seller’s products.
5. Representations and Warranties
- General – Both Seller and CoupDoc hereby represent and warrant that (a) they have the authority to fully perform their obligations hereunder, (b) these Terms & Conditions do not and will not conflict with any of the Party’s other obligations to any third parties, and (c) they comply and will comply with all applicable laws and regulations.
- Service Warranties – Seller additionally represents and warrants that: (a) it will provide the Seller Product in a safe and professional manner; (b) the Seller Content does not infringe or misappropriate any third party copyright, trademark, right of publicity, moral right, trade secret, or other proprietary right of any other person, and (c) it will comply with applicable federal and state laws related to redemption of the Orders, including those related to deceptive trade practices, and unclaimed property liability associated with Orders that have not been redeemed.
- Indemnity – Seller shall indemnify, defend, and hold harmless CoupDoc, its directors, officers, owners, employees, and agents from and against any and all claims, demands, causes of action, or liabilities, and expenses, including reasonable attorney’s fees, to the extent arising from the Auctioned Product(s) or Catalog Listing, the Seller’s Product(s) and the fulfillment thereof, and/or any breach or alleged breach of any Seller obligation, representation, or warranty under these Terms & Conditions.
- Process – CoupDoc must notify Seller promptly in writing of any claim for indemnification hereunder, and provide, at Seller’s expense (to the extent of out-of-pocket expense only), all reasonably necessary assistance, information and authority to allow Seller to control the defense and settlement of such claim, provided that the failure of CoupDoc to promptly inform Seller of any claim shall not excuse Seller of its obligations under this Section except to the extent such failure materially prejudices Seller. Notwithstanding the foregoing, Seller shall not enter into any settlement of the defense of such action, other than with respect to the payment of monies, without CoupDoc’s prior written consent, which consent shall not be unreasonably withheld or delayed. CoupDoc may participate at its expense in the defense and/or settlement of any such action with counsel of its choosing and at its sole expense.
7. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THESE TERMS & CONDITIONS, OR ARISING FROM ANY OTHER PROVISION OF THESE TERMS & CONDITIONS, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY, “DISCLAIMED DAMAGES”). COUPDOC’S CUMULATIVE LIABILITY RELATED TO DIRECT DAMAGES WILL BE LIMITED TO THE COMMISSION FEES RECEIVED BY COUPDOC RELATED TO THE ORDER SET FORTH IN THE PRODUCT DESCRIPTION FORM. THESE LIMITATIONS SHALL NOT APPLY TO ANY INDEMNIFICATION OBLIGATION.
- Term and Termination – CoupDoc may cancel the promotion of any Auctioned or Listed Product(s) at any time, in its discretion, upon written notice to Seller.
- Survival – Sections 3(c), 5, 6, 7, and 9 shall survive expiration or termination of these Terms & Conditions. In addition, following termination or expiration, Seller shall continue to honor all Orders, according to their terms, for which Seller Payments have been remitted by CoupDoc.
a. Waiver – No waiver of any term or condition hereof shall be effective unless in writing and signed by the authorized representative of the Party against whom such waiver is asserted. Any waiver shall be specifically limited to its terms, and shall not be deemed applicable to subsequent like circumstances.
f. Headings. The headings in these Terms & Conditions are inserted for convenience and identification only and are in no way intended to define or limit the scope, extent or intent of these Terms & Conditions or any of the provisions hereof.
g. Construction. Whenever the singular number is used herein, the same shall include the plural; and the neuter, masculine and feminine genders shall include each other. If any language is stricken or deleted from these Terms & Conditions, such language shall be deemed never to have appeared herein and no other implication shall be drawn therefrom.
h. Severability. If any covenant, condition, term or provision of this Agreement is illegal, or if the application thereof to any person or in any circumstance shall to any extent be judicially determined to be invalid or unenforceable, the remainder of these Terms & Conditions, or the application of such covenant, condition, term or provision to persons or in circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each covenant, condition, term and provision of these Terms & Conditions shall be valid and enforceable to the fullest extent permitted by law.
i. Governing Law. These Terms & Conditions shall be construed and enforced in accordance with, and governed by Arizona law.
j. Attorneys’ Fees. In the event any party to these Terms & Conditions shall be required to initiate legal proceedings to enforce performance of any term or condition of these Terms & Conditions including, but not limited to, the payment of monies or the enjoining of any action prohibited hereunder, the prevailing party shall be entitled to recover such sums, in addition to any other damages or compensation received, as will reimburse the prevailing party for reasonable attorneys’ fees and court costs incurred on account hereof.