Terms Of Use

The following conditions apply to the use of the LastMinuteWed service.

Effective Date: December 14, 2015

1. Acceptance of Terms

LastMinuteWed, Inc. (hereinafter referred to as “LastMinuteWed”, “we”, “us”, or “our”) provides a digital coupon marketplace in the United States of America (the “Services”) which includes, and is accessible via, (i) the website published at http://www.LastMinuteWed.com (and any other websites with LastMinuteWed branding that link to these Terms) (collectively, the “Site”) and (ii) mobile-device applications that are branded as LastMinuteWed and link to these Terms (collectively, the “Application”). The Services, for example, allow users to access coupons of certain third-party merchants (“Merchants”) for online or in-store use. By using the Services, you agree to comply with and be legally bound by the terms and conditions of these Terms of Use (“Terms”), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Services, and constitute a binding legal agreement between you and LastMinuteWed. Please read carefully these Terms.

If you do not agree to these terms, please do not use the Services.

Modification. LastMinuteWed may change these Terms from time to time, on a prospective basis, and modify, add or discontinue any aspect, content or feature of the Services, at its sole discretion. Your continued use or accessing of the Services following the posting of any changes to the Terms constitutes your acceptance of such changes. To the extent that an arbitrator or court of applicable jurisdiction determines that applying any changes to these Terms would render this an illusory or unenforceable contract, such changes shall be applicable on a prospective basis only, with respect to events or circumstances occurring after the date of such changes, to the extent necessary to avoid these Terms being deemed illusory or unenforceable.

Unauthorized access, distribution, reproduction, copying, retransmission, publication, sale, exploitation (commercial or otherwise), or any other form of transfer of any portion of the Site, Application or Services, including but not limited to all content, services, digital products, tools or products, is hereby expressly prohibited.

2. Community Participation

2.1 License to LastMinuteWed

By posting or contributing content to the Services, or by providing any feedback, suggestions, ideas, and other submissions to LastMinuteWed, you are granting LastMinuteWed a non-exclusive, royalty-free, perpetual, and worldwide license to use your content in connection with the operation of the Services, including, without limitation, (a) the license rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your content, and/or to incorporate it into a collective work, and (b) the right to sublicense any or all of LastMinuteWed’s license rights to others. You further waive any and all moral rights in and to such content in favor of LastMinuteWed. For greater certainty, this means that, among other things, LastMinuteWed has the right to use any and all ideas you submit (including ideas about our products, services, publications or advertising campaigns) in any manner that we choose, without any notice or obligation to you whatsoever.

2.2 Acts Against the Services

LastMinuteWed hereby grants you a limited, non-exclusive, non-transferable, license to access and use the Services as provided by LastMinuteWed solely for your personal use and enjoyment in the manner permitted by these Terms. You shall not attempt or engage in potentially harmful acts that are directed against the Services including, without limitation, any one or more of the following:

(a) Using the Services in contravention of any other agreement to which you are a party, including without limitation any employment agreement to which you may be a party; (b) causing, allowing, or assisting any other person to impersonate you; (c) sharing your password or login with any other person; (d) logging onto a server or Account(s) that you are not authorized to access; (e) creating more than one account, forging user names, manipulating identifiers, or otherwise impersonating any other person or misrepresenting your identity or affiliation with any person or entity; (f) emulating or faking usage of the Services; (g) violating or attempting to violate any security features of the Services; (h) using manual or automated software, devices, scripts, robots, or other means or processes to access, “scrape,” “crawl,” or “spider” any pages contained in the Site; (i) introducing viruses, worms, software, Trojan horses, or other similar harmful code into the Services; (j) interfering or attempting to interfere with the use of the Services by any other user, host, or network, including without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” “pinging,” or “crashing” the Services; (k) causing, allowing or assisting machines, bots, or automated services to access or use the Services without the express written permission of LastMinuteWed; (l) tampering with the operation, functionality, or the security of the Services; (m) attempting to override or circumvent any security or usage rules embedded into the Services that permit digital materials to be protected; (n) attempting to probe, scan, or test the vulnerability of the Services, or any associated system or network, or breach any security or authentication measures; (o) misusing, tricking, disrupting, or otherwise interfering with the functioning of the Services; (p) harvesting or collecting email addresses or other contact information of other users or clients from the Services by electronic or other means; (q) reverse engineering, decompiling, disassembling, deciphering, or otherwise attempting to derive the source code for any underlying intellectual property used to provide the Services; (r) engaging in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services; (s) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting; (u) deep-linking to any portion of this Services without our express written permission; (v) acting illegally or maliciously against the business interests or reputation of LastMinuteWed or the Merchants promoted via the Services; (w) hyperlinking to the Services from any other website without our initial and ongoing consent; (x) using the Services or any of its contents to advertise or solicit, for any other commercial, political or religious purpose, or to compete, directly or indirectly with LastMinuteWed; (y) reselling or repurposing your access to the Services or any purchases made through the Services; or (z) using the Services or any of its resources to solicit other users of the Services, Merchants or other business partners of LastMinuteWed to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with LastMinuteWed, including without limitation, aggregating current or previously offered coupons or deals.

Violations of system or network security may result in civil or criminal liability. You agree that it is your responsibility to install anti-virus software and related protections against viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines or engines that are intended to damage, destroy, disrupt, or otherwise impair a computer’s functionality or operation.

2.3 Parental Notice

Pursuant to 47 U.S.C. Section 230(d) as amended, LastMinuteWed hereby notifies you that parental control protections (such as computer hardware, software, or filter services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protection is available on the Internet (e.g., http://en.wikipedia.org/wiki/List_of_content-control_software).

3. Content

3.1 Information Accuracy

LastMinuteWed makes no representation or warranty as to the accuracy or fitness for use of any offers, including, but not limited to, coupons, rebates, discounts, etc. posted via the Services or that any third party will honor or acknowledge any such offers, coupons, rebates, discounts, etc. posted via the Services. LastMinuteWed is not responsible for providing any value for any offers, coupons, rebates, discounts, etc. posted via the Services. LastMinuteWed is not responsible for the change of information at third party sites or stores including but not limited to rebate information, pricing, availability or fitness for use. You understand that LastMinuteWed does not and cannot review all material made available through websites linked or linking to any part of the Services.

LastMinuteWed does not warrant that the Services or any functions contained in LastMinuteWed content available via the Services will be uninterrupted or error free, that defects will be corrected, or that the Services or the server that makes them available are free of viruses or bugs.

IN NO EVENT SHALL LASTMINUTEWED OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, A THIRD PARTY’S OFFERS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER LASTMINUTEWED WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE.

3.2 Linking

You understand that any linking to or from the Services does not imply in any way that LastMinuteWed is endorsed by any third party or that LastMinuteWed endorses or is affiliated with any third party or any third-party website. You agree that LastMinuteWed bears no responsibility or liability for any content accessed or harm caused from any third-party website. Other websites may collect and treat information they collect differently, so we encourage you to carefully read and review the privacy policy and terms of use for each website you visit.

3.3 Trademark Information

You agree that all of LastMinuteWed’s trademarks, trade names, service marks, and other logos and brand features (including, without limitation, “LastMinuteWed”) that are displayed via the Services (collectively, the “Marks”) are trademarks and the property of LastMinuteWed. You agree not to display or use LastMinuteWed’s Marks in any manner without LastMinuteWed’s prior permission. Third-party trademarks are the property of their respective third-party owners. Presence of a third-party trademark on the Services does not mean that LastMinuteWed has any relationship with that third party or that such third party endorses the Services or LastMinuteWed.

3.4 Intellectual Property Ownership

All right, title and interest in the Services, including technology and trade secrets embodied therein and any custom developments created or provided in connection with or related to these Terms, including all copyrights, patents, trade secrets, trade dress and other proprietary rights, and any derivative works thereof, shall belong solely and exclusively to LastMinuteWed or its licensors, and you shall have no rights whatsoever in any of the foregoing. You acknowledge that the Services constitute a valuable trade secret and/or are the confidential information of LastMinuteWed or its licensors. Nothing in these Terms or otherwise will be deemed to grant to you an ownership interest in the Services, in whole or in part. All content and materials included as part of the Services, such as text, graphics, logos, button icons, images, audio clips, information, data, forms, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material, and software (the “Works”) are the property of LastMinuteWed, its licensors, or applicable third party rights holders (such as Merchants), and is protected by copyrights, trademarks, trade secrets, or other proprietary rights and these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Works are copyrighted as individual works and as a collective work under copyright laws and international treaty provisions, and LastMinuteWed owns a copyright in the selection, coordination, arrangement and enhancement thereof. You may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Works, in whole or in part. Any use other than as contemplated herein, including the reproduction, modification, distribution, transmission, adaptations, translation, republication, display, or performance, of the Works, except as specifically permitted herein, is strictly prohibited. You understand and acknowledge that unauthorized disclosure, use or copying of the proprietary products and services provided pursuant to these Terms may cause LastMinuteWed and its licensors irreparable injury, which may not be remedied at law, and you agree that LastMinuteWed and its licensors’ remedies for breach of these Terms may be in equity by way of injunctive or other equitable relief.

4. Disclaimer, Release, & Limitation of Liability

4.1 Disclaimer

THE SERVICES ARE PROVIDED BY LASTMINUTEWED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LASTMINUTEWED MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS AVAILABLE VIA THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, LASTMINUTEWED DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LASTMINUTEWED DOES NOT WARRANT THAT THE SERVICES, ITS SERVERS, OR E-MAIL SENT FROM LASTMINUTEWED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

4.2 Release

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH MERCHANTS AND OTHER USERS OF THE SITE. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, YOU HEREBY RELEASE LASTMINUTEWED FROM ANY AND ALL CLAIMS OR LIABILITY RELATED TO ANY PRODUCT OR SERVICE OF A MERCHANT, ANY ACTION OR INACTION BY MERCHANT, INCLUDING MERCHANT’S FAILURE TO COMPLY WITH APPLICABLE LAW, AND ANY CONDUCT OR SPEECH, WHETHER ONLINE OR OFFLINE, OF ANY OTHER USER.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “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.”

4.3 Limitation of Liability

LASTMINUTEWED WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

4.4 Applicability

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

5. Dispute Resolution

5.1 Law and Forum for Legal Disputes

These Terms or any claim, cause of action or dispute (“claim”) arising out of or related to these Terms shall be governed by the laws of the state of California regardless of your country of origin or where you access our services, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and LastMinuteWed agree that all claims arising out of or related to these Terms must be resolved exclusively by a state or federal court located in Los Angeles County, California except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You and LastMinuteWed agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California for the purpose of litigating all such claims. Notwithstanding the above, you agree that LastMinuteWed shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

5.2 Arbitration Option

For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.

6. Other

6.1 Indemnities

You acknowledge and agree to indemnify and hold LastMinuteWed, its affiliates, officers, employees and agents, harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your use of the Services, your violation of these Terms, the infringement by you or made under your Account(s), of any intellectual property or other right of any person or entity or arising out of or related to any products or services purchased by you in connection with the Services.

6.2 Termination of Service

LastMinuteWed disclaims all responsibility and liability for the availability, timeliness, security or reliability of the Services. LastMinuteWed reserves the right to modify, suspend, or discontinue the Services or access to the Services without any notice at any time and without any liability to you.

6.3 Miscellaneous

These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. However, LastMinuteWed may operate additional projects or services which require separate or additional terms. Such different terms are made available through the individual project or service and are not addressed further herein. If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

6.4 Injunctive Relief

You acknowledge and agree that any violation or breach of the Terms may cause LastMinuteWed immediate and irreparable harm and damages. Accordingly, and notwithstanding any other provision of these Terms or other applicable legal requirements, you acknowledge and LastMinuteWed reserves the right to, in its discretion, immediately seek and obtain preliminary injunctive relief (including, without limitation, temporary restraining orders) and seek and obtain permanent injunctive relief regarding any violation or breach of these Terms. In addition to any and all other remedies available to LastMinuteWed in law or in equity, LastMinuteWed may seek specific performance of any term in these Terms, including but not limited to by preliminary or permanent injunction.