IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS AND CONDITIONS OF USE & SALE (THESE “TERMS”) BEFORE ACCESSING, USING, OR SUBSCRIBING OR PLACING AN ORDER OVER WWW.OFFERLAB.COM OR OTHER SITES WHICH LINK TO THESE TERMS.
THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES INCLUDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION (SEE SECTIONS 11, 17, 18, AND 19). ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION 19. THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT.
The use of www.offerlab.com or other sites to which these Terms are linked (each, a “Website”), owned and maintained by Etison LLC d/b/a Offerlab (“Offerlab,” “we,” “our,” “us”), are governed by these Terms. We offer the Website, including all information, tools, and services available from the Website to you, the user, conditioned upon your acceptance of all terms and conditions stated herein. By accessing, using, subscribing, or placing an order over the Website, you and your business (including any sub users you may have) agree to the terms and conditions set forth herein. If you do not agree to these Terms in their entirety, you are not authorized to use the Website in any manner or form whatsoever.
THIS IS A BINDING AGREEMENT. THESE TERMS TOGETHER WITH OUR PRIVACY STATEMENT AND DATA PROCESSING ADDENDUM FORM A LEGALLY BINDING AGREEMENT (THE “AGREEMENT”) BETWEEN YOU AND YOUR BUSINESS (“YOU”) AND OFFERLAB. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITE AND THE SERVICES PROVIDED BY OFFERLAB, ANY ORDER YOU PLACE THROUGH THE WEBSITE, BY TELEPHONE, OR OTHER ACCEPTED METHOD OF PURCHASE AND, AS APPLICABLE, YOUR USE OR ATTEMPTED USE OF THE PRODUCTS OR SERVICES OFFERED ON OR AVAILABLE THROUGH THE WEBSITE. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
NAVIGATING THROUGH THESE TERMS
You can use the links below to navigate to areas of these Terms that apply specifically to you, or which may otherwise be of interest:
SECTION 1 – WEBSITE USE
The Website is intended for businesses operated by adults. If you use the Website, you are affirming that you are at least 18 years old or the legal age of majority in your state or province of residence (whichever is greater), operate a business, have the legal capacity to enter into a binding contract with us, and have read this Agreement and understand and agree to its terms.
We recognize in certain instances, the Website may be accessed by youth under the age of 18. In these instances, by accessing the Website, you are affirming that your parent or guardian, of at least 18 years old, has given requisite verifiable consent for you to do so and that they agree to these terms on your behalf.
Individuals who create their own product or service to be sold on the Offerlab platform are known as “Creators.” Creators are required to strictly comply with this Agreement in order to continue using the Offerlab platform and having such Creator’s products and services sold via the Offerlab platform. Creators can also allow other Offerlab users to promote and sell the Creator’s products and services, in which case the non-creating user who sells another user’s products and services is known as a “Promoter.”
SECTION 2 – WEBSITE USER CONDUCT AND RESTRICTIONS - LICENSE TERMS
All aspects of our Website are protected by U.S. and international copyright, trademark, and other intellectual property laws, including all content, information, design elements, text material, logos, taglines, metatags, hashtags, photographic images, testimonials, personal stories, icons, video and audio clips, and downloads. No material on the Website may be copied, reproduced, distributed, republished, uploaded, displayed, posted, or transmitted in any way whatsoever. The Offerlab trademark and logo are proprietary marks of Offerlab, and the use of those marks is strictly prohibited. Nothing herein gives you the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by Offerlab.
Subject to your continued strict compliance with these Terms, Offerlab provides to you a revocable, limited, non-exclusive, royalty-free, non-sublicensable, non-transferable license to use the Website. You acknowledge and agree that you do not acquire any ownership rights in any material protected by intellectual property laws.
You acknowledge and agree that: (1) the Offerlab platform and software are copyrighted material under United States and international copyright laws that is exclusively owned by Offerlab; (2) you do not acquire any ownership rights in the Offerlab platform or software; (3) you may not modify, publish, transmit, participate in the transfer or sale, or create derivative works from the content of the Website or software; (4) except as otherwise expressly permitted under copyright law, you may not copy, redistribute, publish, display or commercially exploit any material from the platform or software without the express written permission of Offerlab; and (5) in the event of any permitted copying (e.g., from the Website to your computer system), no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made.
You agree not to use or attempt to use the Website or any platform or software provided by Offerlab, whether alone, or in conjunction with other software or hardware, in any unlawful manner or a manner harmful to Offerlab. You further agree not to commit any harmful or unlawful act or attempt to commit any harmful or unlawful act on or through the Website or through use of any software or hardware including, but not limited to, refraining from:
In addition to the foregoing, Offerlab requires you to follow these best practices when sending electronic communications:
You further agree to conduct yourself and all of your businesses in full compliance with all applicable laws, whether through the use of Offerlab or otherwise.
SECTION 3 – OUR PRIVACY STATEMENT AND DATA PROCESSING ADDENDUM AND YOUR PERSONAL INFORMATION
We respect your privacy and the use and protection of your non-public, personal information. Your submission of personal information through the Website is governed by our Privacy Statement and, if you and/or your end users are located in the European Union, United Kingdom, Brazil, or California (USA), our Data Processing Addendum (“DPA”) as well. Our Privacy Statement may be viewed at https://signup.Offerlab.com/privacy-policy and our DPA may be viewed at https://www.Offerlab.com/dpa. Offerlab reserves the right to modify its Privacy Statement and DPA in its reasonable discretion from time-to-time. Our Privacy Statement and DPA are incorporated into this Agreement by reference.
SECTION 4 – INFORMATION YOU PROVIDE; REGISTRATION; PASSWORDS
As a
Offerlab user, you will be required to create an account with
Offerlab. You warrant that the information you provide us is truthful and accurate, and that you are not impersonating
another person. You are responsible for maintaining the confidentiality of any password you may use to access
your
Offerlab user account, and you agree not to transfer your password or user name, or lend or otherwise transfer your
use of or access to your user account, to any third party. You are also responsible for maintaining the confidentiality of proprietary or non-public information we may share with you as a
Offerlab user, such as technical information, our pricing, our business strategy, and data about other past or current
Offerlab users or their customers.
You are fully responsible for all transactions with, and information conveyed to, Offerlab under your user account. You agree to immediately notify Offerlab of any unauthorized use of your password or user name or any other breach of security related to your user account. You agree that Offerlab is not liable, and you will hold Offerlab harmless, for any loss or damage arising from your failure to comply with any of the foregoing obligations. Please see Section 21 below for additional information.
SECTION 5 – ORDER PLACEMENT AND ACCEPTANCE
If you order a service or product on Offerlab, you are purchasing from a third party and not Offerlab. Offerlab serves as a platform for Creators and Promoters to sell products. A purchaser’s payment must be received by us before the order is accepted. We may require additional information regarding your order if any required information was missing or inaccurate, and may be required to cancel or deny an order any time after it has been placed. Your electronic order confirmation, or any form of confirmation, does not signify our acceptance of your order. You must contact us immediately at support@offerlab.com in order to modify or cancel your pending order. All order terminations, cancellations, and modifications should be handled with the Creator selling the purchased product or service.
All advertised prices are in, and all payments shall be in, U.S. Dollars.
SECTION 6 – REFUNDS
All Creators shall offer a minimum refundability period of thirty (30) days to purchasers of Creator’s products or services on the Offerlab platform. Creators can offer longer periods of refundability at their own discretion. If any Creator is determined to be out of compliance with the minimum refund period stated above, in Offerlab’s sole discretion, the Creator can be removed from the platform and/or Offerlab shall have the absolute right to: (i) provide a refund to such purchaser, (ii) deduct any payouts due from Offerlab to Creator as a result of such refund, and/or (iii) terminate such Creator’s Offerlab account and deny future access to the Offerlab platform. Refunds of products are the sole responsibility and liability of Creators, regardless of whether the Promoter has procured such sale and received a commission.
SECTION 7 - FORM TERMS AND CONDITIONS FOR USERS
Offerlab may provide certain legal documentation for its users as a reference for terms and conditions of sale and/or purchase for products and services. Any documentation, information, content, and materials provided by Offerlab to you are for general information purposes only and do not constitute legal advice. Offerlab makes absolutely no representations or warranties, express or implied, regarding the completeness, accuracy, or sufficiency of any information provided. Users should not rely solely on the content available through Offerlab as a substitute for independent legal advice, counsel, or guidance. We strongly recommend that all users consult with qualified legal counsel for advice tailored to their specific business and circumstances. By using any documentation provided by Offerlab, you hereby forever release Offerlab of any claim, cause of action, liability, damages, or otherwise that result as a use of such documentation. OFFERLAB HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, AND LIABILITIES FOR THIRD PARTY USE OF THE FORM LEGAL DOCUMENTATION AVAILABLE ON THE WEBSITE OR OTHERWISE SUPPLIED BY OFFERLAB AND IMPLEMENTED BY ITS USERS. YOU ARE NOT PERMITTED TO RELY ON THE PROVIDED DOCUMENTATION FOR ANY REASON WHATSOEVER, AND AGREE THAT YOU WILL USE THE DOCUMENTATION FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY.
SECTION 8 – PAYMENT COMPLIANCE REQUIREMENTS FOR CREATORS AND PROMOTERS
It is the responsibility of Creators and Promoters to obtain your customers’ consent to be billed for each Transaction or, as the case may be, on a recurring basis, in compliance with applicable legal requirements and Visa Europe Ltd., Visa U.S.A., Inc., Visa Canada Inc. and Visa International (collectively, “Visa”), MasterCard International Incorporated (“MasterCard”), American Express or other applicable Card networks’ (such networks being, collectively, the “Payment Networks”) payment rules (the “Payment Network Rules”).
The Payment Networks have established guidelines, bylaws, rules, and regulations in the form of the Payment Network Rules. You are required to comply with all applicable Payment Network Rules, including the Payment Network Rules for Visa, MasterCard and American Express (each as updated from time to time). The Payment Networks may amend the Payment Network Rules at any time and without notice to us or to you. Insofar as the terms of this Agreement and/or the Processor Terms are inconsistent with the Payment Network Rules, the Payment Network Rules shall prevail. We reserve the right to amend this Agreement at any time, with notice to you, as may be necessary to comply with the Payment Network Rules.
OfferLab may have agreed to indemnify and hold the Processors harmless for some, and, in some cases, all of your liabilities occurring under the Processor Terms, including, but not limited to, disputes (including, but not limited to, chargebacks), refunds, reversals, returns and fines (as such terms are defined in the Processor Terms). Insofar as OfferLab becomes liable to a Processor or any other third party for any penalties, fines, fees, or other liabilities under or in respect of the Processor Terms, the Payments Services, the Payment Processing services, or the Payment Network Rules, you agree to indemnify and hold OfferLab harmless from and against any and all such liabilities.
SECTION 9 – PAYMENT PROCESSING
Offerlab’s payment processor under this Agreement is Stripe, Inc., organized under the laws of Delaware
(“Stripe”), which is a technical services provider and may offer the services as an agent of one or
more financial institutions in United States (each, a “Financial Services Provider”). The processing
and settlement of Transactions (as defined below) (“Payment Processing”) is carried out by a Processor
and any of its Financial Services Providers under the separate terms of service listed below.
Payment Processing provided by Stripe is subject to the
Stripe Connected Account Agreement, including the
United States Stripe Services Agreement and the applicable
Financial Services Terms, and to the extent you use a payment method that is subject to additional terms, the
Payment Terms (collectively, the “Stripe Terms”). By accepting this Agreement, you are also accepting and
agreeing to be bound by all of the Processor Terms, which is the legal agreement between you and Stripe.
OfferLab is not a party to any of the Processor Terms and is not liable to you in respect thereof. OfferLab will
use its commercially reasonable efforts to provide you with customer support to help resolve issues relating to the
Payments Services. The Processor retains sole and exclusive responsibility for Payment Processing of Transactions,
including the settlement of funds, but OfferLab will provide reasonable assistance in liaising between you and the
relevant Processor concerning the Payment Processing services. You assume sole and exclusive responsibility for
providing customer service or support to your customers for any and all issues related to your products and
services, including, but not limited to, issues arising from the processing of Cards through the Payments
Services.
By accepting this Agreement and the Processor Terms you are agreeing to the creation of an account with Stripe for Payment Processing (each a “Processor Account”). We reserve the right to change the Processor, subject to the terms of our agreement with current and future processors. In the event of any inconsistency between this Agreement and any of the Processor Terms, this Agreement shall prevail, except in the event of any inconsistency between this Agreement and the relevant Processor Terms concerning Payment Processing or the Processor Account, in which case the applicable Processor Terms shall prevail. The Processor’s role is to accept and process credit card, debit card and other types of payments (collectively “Cards”) with respect to sales of your products and services through internet-based transactions (“Transactions" or “CNP Transactions”).
You or OfferLab may elect to contest chargebacks assessed to your account. OfferLab may provide you with
assistance, including notifications and software to help contest your chargebacks. We do not assume any duty or
liability for our role or assistance in contesting chargebacks. You grant us permission to share records or other
information required with the cardholder, the cardholder’s financial institution, and your financial
institution to help resolve any chargeback. You acknowledge that your failure to provide us with complete and
accurate information in a timely manner may result in an irreversible chargeback being assessed.
If the cardholder’s issuing bank or the Payment Network does not resolve a dispute in your favor, we may
recover the chargeback amount and any associated fees from you as described in this Agreement. We reserve the
right, upon notice to you, to charge a fee for mediating or investigating chargeback disputes.
You have sole and exclusive responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Payments Services ("Taxes"). It is solely your responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority, whether in customers’ jurisdictions, your jurisdiction or elsewhere. We are not obligated to determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority, arising from any Transaction on your behalf. To the extent that OfferLab is required to collect and remit any taxes or fees arising from any Transaction, OfferLab may, at its sole discretion, calculate and deduct, or request that a Processor deduct, the corresponding amounts from any accounts associated with your OfferLab account, including the applicable Processor Account and pay those amounts to the proper tax authority or other third party collector. OfferLab retains the right, but not the obligation, at its sole discretion, to complete and file tax or related reports with tax authorities regarding Transactions in those jurisdictions where OfferLab deems such reporting necessary. You hereby indemnify and hold OfferLab harmless from and against any and all liability related to Taxes and filings made by OfferLab in respect thereof.
SECTION 10 – PRODUCTS, SERVICES, AND PRICES AVAILABLE ON THE WEBSITE
Products, services, and prices are posted on the Website by Offerlab users who wish to promote their products and services, or the products of other Creators on the platform. Offerlab reserves the right, without notice, to remove products or services that are not in compliance with these Terms or are otherwise deemed to be offensive, illegal, demeaning, or in otherwise bad taste, in the sole discretion of Offerlab.
Offerlab is not responsible for the offers set forth on the Website and Offerlab does not take any responsibility that the promotions accurately describe the products or services provided by third parties.
When ordering products or services, please note that Offerlab does not warrant that product or service descriptions are accurate, complete, current, or error-free, or that packaging will match the actual product that you receive. All sales are deemed final except as provided in Section 6 of these Terms. Offerlab’s descriptions of, or references to, products or services not owned by Offerlab are not intended to imply endorsement of that product or service, or constitute a warranty by Offerlab.
SECTION 11 – PROMOTER SALES ON THE OFFERLAB PLATFORM
Creators and Promoters have the opportunity to sell products and services on the Offerlab platform contingent upon ongoing strict compliance with this Agreement. The Creator will at all times remain solely responsible for fulfilling any and all sales for its products and/or services, regardless of whether the Creator’s product or service is sold directly by the Creator or sold by a Promoter.
As a Creator with a product or service for sale on Offerlab, you have the ability to provide Promoters the opportunity to sell your specific products or services at a commission rate that you set in advance. Once a Promoter has sold a Creator’s product or service, the Creator cannot change the commission amount applicable to such sold offer. The commission payable to Promoters will be held by Offerlab until the payout period closes and Offerlab receives the funds into its treasury account. Offerlab charges a fee of one percent (1%) of each commission earned by a Promoter on the Offerlab platform and will reduce the commission received by Promoter from the sale of a Creator’s offer by such fee prior to final funds settlement in Promoter’s treasury account. All commissions will be paid to the Promoter’s Stripe treasury account. These accounts have additional fees depending on the method of funds withdrawal, ACH transfer, or use of a debit card issued by Stripe. There are no fee-free alternative methods to withdraw money from such account. You hereby expressly agree to such fees as a material part of this Agreement.
SECTION 12 – YOUR RESPONSIBILITIES IN RUNNING YOUR BUSINESS
You represent and warrant that you operate a business in good standing and you agree that there are no prior or pending government investigations or prosecutions against you or your business. You also agree that you and your business will only use the Offerlab platform for lawful purposes and that you shall not use such platform, whether alone or in connection with other software, hardware, or services, for any unlawful or harmful purpose. You are solely and exclusively responsible for complying with any and all applicable laws and regulations in running your business, including, but not limited to, all laws governing advertising and marketing claims, subscriptions, refunds, premium offers, tax laws, and all additional laws applicable to your business. You agree to notify Offerlab if any investigation or lawsuit is threatened or filed against you, whereupon Offerlab shall have the right to terminate this Agreement without liability. Offerlab shall have no liability for your violation of any laws. You are solely and exclusively responsible for collecting and reporting any and all sales and use tax, and any other taxes, which may apply to sales of products or services by your business including, but not limited to, taxes which may apply to voluntary donations provided by your customers (as described in Section 13 below). Offerlab shall not be responsible to collect or report any taxes which may apply to your business or sales of products or services by your business. You agree to indemnify Offerlab as set out in Section 21 below in the event that you and/or your business violates any law and a claim is threatened or asserted against Offerlab as a result.
SECTION 13 – USE OF ARTIFICIAL INTELLIGENCE CONTENT; RESTRICTIONS
Offerlab may offer certain artificial intelligence (“AI”) products that You can use to create various marketing content including web pages, funnel pages, stock images, logos, or otherwise. You may provide input to Offerlab’s built-in AI system (the “System”) and receive output generated and returned by the System based on the original input. The input and output to the System are collectively “AI Content.” As between the parties and to the extent permitted by applicable law, you own all input to the System. Subject to your compliance with these terms, We hereby assign you all right, title, and interest in and to the output provided by the System (only such output responding to Your individual input). This means you can use the AI Content for any purpose, including commercial purposes, so long as you comply with these terms and all applicable laws. You are solely responsible for AI Content, including ensuring that it does not violate any applicable law or these terms.
Due to the nature of machine learning, the output may not be unique across all users and the System may generate the same or similar output for multiple users. Responses that are requested by and generated for other users are not considered Your AI Content.
Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve the System to make it more accurate, reliable, safe, and beneficial as a whole. Given the inherent imperfections of machine learning, the System may not provide correct or legal outputs based on the input provided by You. You should evaluate and confirm the legality and accuracy of any output from the System for Your use.
You may not (i) use the System, or its output, in a way that infringes, misappropriates, or violates any person or entity’s rights, (ii) reverse engineer, compile, decompile, or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the System, (iii) use output from the System to develop models or other systems to compete with the System, (iv) represent that the output from the System was human-generated when it is not or otherwise violate any terms or policies of Offerlab, (v) buy, sell, or transfer API keys without Our prior consent, (vi) if you are using an API connection with a website or application directed at children, send us any personal information of children under 13 or the applicable age of digital consent. You will comply with any rate limits and other requirements in our documentation. If Your jurisdiction does not support the System, then you may not use the System in violation of applicable law.
SECTION 14 – DISCLAIMER
THE OFFERLAB PLATFORM IS USED TO FACILITATE TRANSACTIONS BETWEEN USERS BUT IS NOT A FINANCIAL INSTITUTION SUCH AS A BANK. OFFERLAB DOES NOT PROVIDE BANKING SERVICES, HOLD DEPOSITS, OR OFFER FINANCIAL ADVICE. ALL TRANSACTIONS ARE PROCESSED THROUGH THIRD-PARTY PAYMENT PROVIDERS, AND OFFERLAB DOES NOT ASSUME ANY LIABILITY FOR THE OUTCOMES OF TRANSACTIONS, INCLUDING BUT NOT LIMITED TO, PAYMENT FAILURES, DISPUTES, OR FRAUD.
USERS ARE RESPONSIBLE FOR ENSURING THE ACCURACY AND VALIDITY OF THEIR TRANSACTIONS AND ARE ENCOURAGED TO EXERCISE CAUTION WHEN TRANSFERRING FUNDS OR SHARING PERSONAL INFORMATION. OFFERLAB DOES NOT GUARANTEE THE SECURITY OF FUNDS OR THE COMPLETION OF TRANSACTIONS, AND WE DO NOT OFFER GUARANTEES OR WARRANTIES FOR THE SERVICES PROVIDED BY ANY THIRD-PARTY PAYMENT PROCESSORS. FOR SPECIFIC ISSUES REGARDING PAYMENT PROCESSING, ACCOUNT SECURITY, AND DISPUTES, PLEASE CONTACT THE RELEVANT THIRD-PARTY SERVICE PROVIDER DIRECTLY.
SECTION 15 – VOLUNTARILY SUBMITTED INFORMATION
Offerlab is pleased to hear from users and customers and welcomes your comments regarding our services and products. Offerlab may use testimonials and/or product reviews in whole or in part together with the name, city, and state of the person submitting it. Testimonials may be used for any form of activity relating to Offerlab’s services or products, in printed and online media, as Offerlab determines in its sole and exclusive discretion. Testimonials represent the unique experience of the participants and customers submitting the testimonial, and do not necessarily reflect the experience that you and your business may have using our services or products. Note that testimonials, photographs, and other information that you provide to us will be treated as non-confidential and nonproprietary, and, by providing them, you grant Offerlab a royalty-free, worldwide, perpetual, non-exclusive and irrevocable license to use them.
Offerlab reserves the right to correct grammatical and typing errors, to shorten testimonials prior to publication or use, and to review all testimonials prior to publication or use. Offerlab shall be under no obligation to use any, or any part of, any testimonial or product review submitted.
SECTION 16 – COMPLIANCE WITH THE LAWS, INCLUDING COMMITMENT AGAINST HARASSMENT AND INTERFERENCE WITH OTHERS
As a Offerlab user, you must comply with all laws, both U.S. and foreign, including, but not limited to, laws prohibiting deceptive and misleading advertising and marketing, e-mail marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), data protection laws (including but not limited to the European Union General Data Protection Regulation, U.K. Data Protection Act, California Consumer Privacy Act, and Brazilian General Data Protection Regulation), telemarketing laws (including the federal Telephone Consumer Protection Act (47 U.S.C. § 227) and the Federal Trade Commission’s Telemarketing Sales Rule (16 C.F.R. § 310)), laws governing testimonials (including the Federal Trade Commission’s Revised Endorsements and Testimonials Guides (16 CFR Part 255)), and/or any similar laws, laws relating to intellectual property, privacy, security, terrorism, corruption, child protection, or import/export laws. You are solely responsible for ensuring their compliance with all applicable laws, rules, regulations, and court orders of any kind of any jurisdiction applicable to you and your business, and any recipient to whom you send digital messages using our products or services. You have the responsibility to be aware of, understand, and comply with all applicable laws and ensure that you and all users of your account comply with such applicable laws at all times.
If you use any messaging software, messaging system, or other software or hardware provided by you or a third-party, you agree that you will follow all applicable laws with respect to sending messages, including without limitation the federal Telephone Consumer Protection Act. You further agree to indemnify and defend Offerlab from any claims, damages, losses, and lawsuits of any kind or nature that may be made or brought against Offerlab relating in any way to your violation of law or third-party rights by use or misuse of any messaging software or hardware, whether or not provided by Offerlab.
SECTION 17 – DISCLAIMERS OF OTHER WARRANTIES
EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW:
THE WEBSITE AND ALL CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, AND/OR COMPLETENESS OF ANY INFORMATION ON THIS WEBSITE. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM THAT: (A) THE USE OF THE WEBSITE OR ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE WEBSITE, SOFTWARE, OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE WEBSITE WILL BE CORRECTED, OR (F) THE WEBSITE OR THE SERVER(S) THAT MAKE THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
ANY USERS OF THE WEBSITE(S) THAT ARE IN BETA TESTING STAGE OR A SIMILAR PRE-LAUNCH OR TRIAL STAGE HEREBY EXPRESSLY ACKNOWLEDGE THAT FULL SECURITY PROTOCOLS OF THE BETA-STAGE WEBSITE(S) MAY BE INADEQUATE OR NOT FULLY VETTED BY US. BY USING ANY OF OUR WEBSITE(S) IN BETA STAGE, YOU ASSUME THE FULL RISK OF ANY DATA BREACHES AND HEREBY AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS OFFERLAB FOR ALL CLAIMS AND/OR DISPUTES ARISING OUT OF SUCH BETA-STAGE USAGE BY YOU.
SECTION 18 – LIMITATIONS OF LIABILITIES
EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL OFFERLAB OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT INCLUDING THE PRIVACY STATEMENT AND DPA, THE SERVICES OR PRODUCTS, YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER OFFERLAB HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE.
IN NO EVENT SHALL OFFERLAB’S LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF THREE (3) TIMES THE PAYMENTS PAID BY YOU TO OFFERLAB FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST OFFERLAB OCCURRED OR TWO-THOUSAND DOLLARS ($2,000), WHICHEVER IS GREATER.
SECTION 19 – DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR AND YOUR BUSINESS’ RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AND YOUR BUSINESS AGREE THAT ANY CLAIM THAT YOU OR YOUR BUSINESS MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU AND YOUR BUSINESS ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU AND YOUR BUSINESS WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU AGREE THAT YOU AND YOUR BUSINESS MAY ONLY BRING A CLAIM IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THESE TERMS AS A COURT WOULD.
If you have a complaint, dispute, or controversy, you agree to first contact us at compliance@offerlab.com to attempt to resolve the dispute or controversy informally. Any controversy or claim arising out of or related to the use of the Website, any product, service, or software, these Terms, the Privacy Statement, the DPA, the Affiliate Agreement, or your relationship with us that cannot be resolved through such informal process or through negotiation within one hundred and twenty (120) days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof. We agree that any claim we may have against you or your business will also be subject to this arbitration provision, except as provided in Sections 20 and 21 below. The arbitration will be conducted by a single neutral arbitrator in the English language in Ada County, Idaho, unless we both agree to conduct the arbitration by telephone or written submissions. The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, chosen in accordance with Rules of the AAA. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Arbitration Rules and Procedures, in effect at the time of submission of the demand for arbitration. The AAA’s Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms, the Privacy Statement, the DPA, this arbitration provision, and any other terms incorporated by reference into these Terms. The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against you or Offerlab.
Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules. In all other respects, the parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.
The arbitrator shall follow the substantive law of the State of Idaho without regard to its conflicts of laws principles. Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
You and Offerlab agree that disputes will only be arbitrated on an individual basis and shall not be consolidated, on a class wide, representative basis, or with any other arbitration(s) or other proceedings that involve any claim or controversy of any other party. You and Offerlab expressly waive any right to pursue any class or other representative action against each other.
Failure or any delay in enforcing this arbitration provision in connection with any particular claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other claims except that all claims must be brought within 1 year after the claim arises (the 1 year period includes the one hundred and twenty (120) day informal resolution procedures described above).
This arbitration provision sets forth the terms and conditions of our agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.
This provision survives termination of your account or relationship with Offerlab, bankruptcy, assignment, or transfer. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect.
YOU UNDERSTAND THAT YOU AND YOUR BUSINESS WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION IN ACCORDANCE WITH THIS ARBITRATION PROVISION.
SECTION 20 – OFFERLAB’S ADDITIONAL REMEDIES
In order to prevent or limit irreparable injury to Offerlab, in the event of any breach or threatened breach by you of the provisions of this Agreement or any infringement or threatened infringement by you of the intellectual property of Offerlab or a third-party, Offerlab shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction located in Ada County, Idaho restraining such breach, threatened breach, infringement, or threatened infringement. Nothing in this Agreement shall be construed as prohibiting Offerlab from pursuing in court any other remedies available to it for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from you and your business. You and your business hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, the courts of Ada County, Idaho for all such claims, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.
SECTION 21 – INDEMNIFICATION
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Offerlab, its directors, officers, employees, shareholders, licensors, independent contractors, subcontractors, suppliers, affiliates, parent companies, subsidiaries, and agents from and against any and all claims, suit, actions, loss, liabilities, damages, expenses, demands, and costs of any kind, including, but not limited to attorneys’ fees and costs of any litigation or other dispute resolution, arising out of, resulting from, or in any way connected with or related to (1) your use, misuse, or attempt to use the Website, software, products, or services, (2) information you submit or transmit through the Website, including your products or services being offered for sale, (3) your breach of these Terms, the documents they incorporate by reference, the Agreement, or the representations and warranties provided by you in this Agreement, (4) any fees, fines, penalties, disputes, reversals, returns, chargebacks, or any other liability that Offerlab incurs as a result from your use of the Offerlab platform, (5) third-party indemnity obligations that we incur as a direct or indirect result of your acts or omissions, including, but not limited to, indemnification of Stripe or any Payment Network.
SECTION 22 – NOTICE AND TAKEDOWN PROCEDURES; COPYRIGHT ACT
If you believe that materials or content available on the Website infringes any copyright you own, you or your agent may send Offerlab a notice requesting that Offerlab remove the materials or content from the Website. If you believe that someone has wrongly filed a notice of copyright infringement against you, you may send Offerlab a counter-notice. Notices and counter-notices should be sent to Offerlab, Attention: Legal Department, 225 Reformation Parkway, Suite 204, Canton, GA 30114, or by e-mail to compliance@Offerlab.com. These Terms fully incorporate by reference the DMCA Policy.
SECTION 23 – THIRD-PARTY LINKS
The Website may contain links to other websites. Offerlab assumes no responsibility for the content or functionality of any non-Offerlab website to which we provide a link. Please see our Privacy Statement for more details.
SECTION 24 – TERMINATION
This Agreement will take effect (or shall re-take effect) at the time you click “ACTIVATE MY ACCOUNT NOW,” “PAY NOW,” “ORDER NOW”, “SUBMIT”, “BUY NOW”, “PURCHASE”, “I ACCEPT”, “I AGREE” or similar links or buttons, otherwise submit information through the Website, respond to a request for information, begin installing, accessing, or using the Website, complete a purchase, select a method of payment, and/or enter in payment method information, whichever is earliest. If, in our sole discretion, you fail, or we suspect that you have failed, to comply with any term or provision of the Agreement or violated any law, whether in connection with your use of Offerlab or otherwise, we may terminate the Agreement or suspend your access to the Website at any time without notice to you. Sections 11, 12, 13, 15 through 21, and 24 through 33 of this Agreement, as well as any representations, warranties, and other obligations made or undertaken by you, shall survive the termination of this Agreement and/or your account or relationship with Offerlab. Upon termination, you remain responsible for any outstanding payments, liabilities, or fees to Offerlab.
SECTION 25 – NO WAIVER
No failure or delay on the part of Offerlab in exercising any right, power or remedy under this Agreement may operate as a waiver, nor may any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of such right, power, or remedy, or the exercise of any other rights, power, or remedy under this Agreement. A waiver of any right or obligation under this Agreement shall only be effective if in writing and signed by Offerlab.
SECTION 26 – GOVERNING LAW AND VENUE
This Agreement and any issue or dispute arising out of or otherwise related to this Agreement or your access to or use of the Website, our Privacy Statement or DPA, or any matter concerning Offerlab, including your purchase and use or attempted use of any service or product, shall be governed exclusively by the laws of State of Idaho without regard to its conflicts of laws principles. To the extent that any claim or dispute is found by the arbitrator or (if proper) a court of competent jurisdiction to be excluded from the arbitration agreement in Section 19 above, the parties agree any such claim or dispute shall be exclusively brought in and decided by the state or federal courts located in Ada County, Idaho, and you hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, such courts, and forever waive any challenge to said courts’ exclusive jurisdiction or venue. All such claims must be brought on an individual and non-class, non-representative basis, and you forever waive any right to bring such claims on a class wide or representative basis.
SECTION 27 – FORCE MAJEURE
Offerlab will not be responsible to you for any delay, damage, or failure caused or occasioned by any act of nature or other causes beyond our reasonable control.
SECTION 28 – ASSIGNMENT
Offerlab may assign its rights under this Agreement at any time, without notice to you. Your rights arising under this Agreement cannot be assigned without Offerlab’s (or its assigns’) express written consent.
SECTION 29 – ELECTRONIC SIGNATURE
All information communicated on the Website is considered an electronic communication. When you communicate with Offerlab through or on the Website or via other forms of electronic media, such as e-mail, you are communicating with the company electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.
SECTION 30 – CHANGES TO THE AGREEMENT
You can review the most current version of the Terms at any time at https://www.Offerlab.com/terms. We reserve the right, at our sole discretion, to update, change or replace any part of the Agreement, including the Privacy Statement or DPA by posting updates and changes to our Website. It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website following the posting of any changes to the Agreement constitutes acceptance of those changes.
SECTION 31 – YOUR ADDITIONAL REPRESENTATIONS AND WARRANTIES
You hereby further represent and warrant: (1) that you are at least eighteen (18) years of age, or the legal age of majority in your jurisdiction, whichever is greater; (2) that you own, operate, and/or have the right to bind the business for which you are using the Website; and (3) have read this Agreement and thoroughly understand and agree to the terms contained in this Agreement. You further represent that Offerlab has the right to rely upon all information provided to Offerlab by you, and Offerlab may contact you and your business, for any purpose, including but not limited to (i) follow-up calls, (ii) satisfaction surveys, and (iii) inquiries about any orders you placed, or considered placing, on or through the Website.
You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against you, or any business related to you, by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against you. If at any time during the life of the Agreement you, or any business related to you, becomes the subject of a government investigation, inquiry, or prosecution by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority anywhere in the world, or the subject of any lawsuit, you will notify Offerlab of the same within twenty-four (24) hours. Offerlab, at its sole discretion, may terminate the Agreement based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph or otherwise discovered by Offerlab without incurring any obligation or liability to you.
SECTION 32 – SEVERABILITY
If any provision of this Agreement is found by the arbitrator or (if proper) a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall continue in full force and effect and such provision may be modified or severed from this Agreement to the extent necessary to make such provision enforceable and consistent with the remainder of the Agreement.
SECTION 33 – ENTIRE AGREEMENT
These Terms, the Privacy Statement and DPA, and any policies or operating rules posted by us on the Website or in respect to the Website constitutes the entire agreement and understanding between you and your business and Offerlab and governs your access to and use of the Website and your ordering, purchasing, and use and/or attempted use of any service or product, and supersedes and replaces any prior or contemporaneous agreements, representations, communications, and proposals, whether oral or written, between you and Offerlab. We may also, in the future, offer new services and/or features through the Website. Such new features and/or services shall also be subject to this Agreement, and any policies or operating rules posted by us on the Website. Any ambiguities in the interpretation of these Terms or the Agreement shall not be construed against the drafting party. When translations of these Terms are provided to You, they are only provided for convenience and the English language translation of these Terms shall govern.
SECTION 34 – CONTACTING US
We encourage our customers to contact us with questions or comments about our products and services. Please feel free to do so by sending an email to support@offerlab.com.
If you have any questions or inquiries concerning these Terms, you may contact Offerlab by email at compliance@offerlab.com, or by regular mail at 225 Reformation Parkway, Suite 204, Canton, GA 30114.
For additional inquiries, please feel free to send an email to the relevant address listed below.
Compliance: compliance@Offerlab.com
Spam or Abuse: compliance@Offerlab.com
Notices to you may be made by posting a notice (or a link to a notice) on https://www.Offerlab.com/terms and such other sites we own and control, by email, or by regular mail, at Offerlab’ discretion.
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