USER TERMS OF USE

Last Updated: December 26, 2017

This website, www.bgma.co, (the “website”), provides an online marketplace dedicated to finding and sharing the best possible deals on goods and services for older adults from a variety of providers (“Merchants”) of products and services (“Merchants”) serving older adults. The Site allows Merchants to sell goods, services or experiences; offer vouchers for goods, services or experiences; and make available Merchant coupons and other Merchant promotions (collectively “Merchant Offers”). Merchants are the sellers and issues of Merchant Offerings and are solely responsible to you for the care, quality and delivery of the goods and services provided. The website, all related sites and mobile applications, and the various content, features and services offered on or in connection with any of these sites and applications (collectively the “Site”) are owned and operated by AideDirect, LLC, (“AD” “we” “us” or “our”) and can be accessed and used by you under the Terms of Use (“Terms of Use”) described below.

Note: The Site may provide content relating to medical and healthcare products and services but does not provide medical advice. The Site is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Site.

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING, DOWNLOADING, OR USING ANY OF THE SITE, INCLUDING BUT NOT LIMITED TO SIGNING UP FOR AN ACCOUNT OR COMPLETING A PURCHASE, YOU AGREE TO BECOME BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL THE TERMS OF USE, THEN YOU MAY NOT ACCESS AND USE THE SITE, AND YOU SHOULD IMMEDIATELY STOP USING THE SITE. SHOULD YOU OBJECT TO ANY OF THE TERMS OF USE AT ANY TIME AFTER AGREEING TO BE BOUND BY THE TERMS OF USE, YOUR ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE USE OF THE SITE. YOU ALSO AGREE TO OUR PRIVACY STATEMENT, WHICH CAN BE FOUND HERE (https://bgma.co/privacy-policy/).

TO USE THE SITE, YOU MUST BE OF LEGAL AGE TO ENTER INTO A BINDING CONTRACT AND NOT BE PROHIBITED FROM USING THE SITE BY THE LAWS OF THE JURISDICTION FROM WHICH YOU ACCESSED THE SITE.

1. MODIFICATIONS OF TERMS OF USE

AD may, in its sole discretion, modify these Terms of Use at any time effective upon posting the modified Terms of Use on and in connection with the Site, with or without additional notice to you. You are responsible for regularly reviewing information posted on the Site to obtain timely notice of such changes, and if you do not agree to any amended terms, you may close your account and you should not use our Site or any services offered through our site after the effective date of any changes. We suggest that you revisit our Terms of Use regularly to stay informed of any changes. YOUR CONTINUED USE OF THE SITE AFTER SUCH POSTING (OR OTHER NOTIFICATION, IF ANY) MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS OF USE. We also reserve the right to change or discontinue any aspect or feature of our services or the Site, including, without limitation, requirements for use.

2. YOUR ACCOUNT

You may only create and hold one account on the Site for your personal use, and you are responsible for updating and correcting information you have submitted to create or maintain your account. You are solely responsible for maintaining the security of your account and maintaining settings that reflect your preferences. We will assume that anyone engaging in transactions through your account is you. You further understand and agree that you are solely responsible for any activity that occurs under your account, and that we shall have no responsibility for any incident arising out of, or related to, your account settings. You must safeguard your password and supervise the use of your account.

The Site may permit you to make purchases without an account or without logging in to your account. If you make a purchase without an account or without logging into your account, we may create an account for you based on the personal information provided to us in connection with the transaction (e.g., your name, address, e-mail address, and other transaction information).

Your account is non-transferrable. You cannot sell, combine, or otherwise share it with any other person. Any violation of these Terms of Use, including, without limitation, failure to maintain updated and correct information about your account will cause your account to fall out of good standing and we may cancel your account in our sole discretion. If your account is cancelled, you may forfeit any forms of unredeemed value in your account without notice. Upon termination, the provisions of these Terms of Use that are, by their nature, intended to survive termination (e.g., any disclaimers, all limitations of liability, and all indemnities) shall survive.

3. ACCESS TO AND USE OF THE SITE

The Site, Site content, and Site infrastructure are proprietary to us, our affiliates, Merchants, and other content providers. By using the Site and accepting these Terms of Use: (a) AD grants you a limited, personal, nontransferable, nonexclusive, revocable terminable license to use the Site pursuant to these Terms of Use and for your personal use and to any additional terms and policies set forth by us; and (b) you agree not to access, reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell, or re-sell any content, software, products, or services obtained from or through the Site without our express permission; and (c) you will not attempt to use the Site with crawlers, robots, data mining, or extraction tools or any other functionality.

We retain the right, at our sole discretion, to deny use of the Site to anyone at any time and for any reason. You understand and agree that there may be interruptions in Site access, or access to your account, due to circumstances both within our control, such as routine maintenance, and outside of our control. While we use reasonable efforts to keep the Site accessible, the Site, and your account may be unavailable from time to time.

As a condition of your use of the Site, you agree that:

(i) Your use of the Site will at all times comply with these Terms of Use;

(ii) You have reached the age of majority in the state or province in which you reside, and are able to create a binding legal obligation;

(iii) You are not barred from receiving products or services under applicable law;

(iv) You will only make legitimate purchases that comply with the letter and spirit of the terms of the respective offers;

(v) You will only make purchases on the Site for your own personal use and enjoyment or as a gift for another person;

(vi) You have the right to provide any and all information you submit to the Site, and all such information is and shall be accurate, true, current, and complete;

(vii) You will update and correct information you have submitted to the Site and ensure that it is accurate at all times, and acknowledge that out-of-date information will invalidate your account; and,

(viii) You agree that Merchant Offers will only be purchased through the Site by creating an account on the Site

(ix) Any purchase you make through the Site will be subject to the applicable Terms of Sale set forth in these Terms of Use.

4. USER CONDUCT

As a condition of your access and use of the Site, you agree not to use the Site for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by us. By way of example, and not as a limitation, you agree not to:

(i) intentionally or unintentionally violate these Terms of Use, other applicable agreement with AD, and any applicable local, state, national or international law, and any rules and regulations having the force of law;

(ii) use the Site in any manner that violates any relevant law or that infringes, misappropriates or violates any third party’s rights, including, but not limited to, transmitting any content that may infringe, misappropriate or violate a third party’s rights of publicity, contractual rights, fiduciary rights or intellectual property rights;

(iii) use the Site for any purposes not authorized by these Terms of Use, including commercial, political, or religious purposes, including the submission or transmission of any content that contains advertisements, promotional materials, junk mail, or any other form of solicitation;

(iv) reproduce, duplicate, copy, modify, sell, re-sell or exploit any part of the Site for any commercial, educational, or any other non-personal purpose or any for any purpose unrelated to your personal purchasing decisions, without the express written consent of AD, which consent may be withheld by us in our sole discretion;

(v) submit irrelevant content, repeatedly post the same or similar content or otherwise impose an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;

(vi) harass, threaten, intimidate, impersonate, or attempt to impersonate, any other person, falsify your contact or other information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with AD and any of the Site, or otherwise attempt to mislead others as to the identity of the sender or the origin of a review or rating;

(vii) submit any content that is otherwise unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another’s privacy, or is harmful to minors in any way; or that is pornographic or depicts a human being engaged in sexual activities or exposing sexual organs unfitting for the Site; or that harass, degrade, intimidate or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; or that suggest a discriminatory preference based on race, color, national origin, religion, sex, familial status or handicap (or violates any state or local law prohibiting discrimination on the basis of these or other characteristics); or that violates federal, state, or local equal employment opportunity laws, including but not limited to, stating in any advertisement for employment a preference or requirement based on race, color, religion, sex, national origin, age, or disability;

(viii) knowingly provide or submit false or misleading information, or submit any content that has the effect of impersonating others;

(ix) use the Site if you are under the age of eighteen (18);

(x) attempt to gain unauthorized access to the Site, other user accounts, or other computer systems or networks connected to the Site;

(xi) use the Site in any way that could interfere with the rights of AD or the rights of other users of the Site;

(xii) submit any content that includes personal or identifying information about another person without that person’s explicit consent;

(xiii) attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any server used by AD and/or any of the Site, by hacking, password ‘mining’ or any other illegitimate or unauthorized means, including attempting to obtain password, account, or any other personal or private information from any other Site user;

(xiv) sell, share, or otherwise transfer your account username, password, other information, or your rights or obligations under these Terms of Use;

(xv) transmit or submit any transmission or other materials that are encrypted or that contains viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that is likely or intended to damage, interfere with, disrupt, impair, disable or otherwise overburden the Site;

(xvi) access, download, monitor, or copy any information contained on our Site through artificial means of any kind (including but not limited to use any ‘robot’, ‘spider’ or other automatic device, program, algorithm or methodology, or any similar or equivalent automatic or manual process, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any content, to obtain or attempt to obtain any part of our Site, Site materials, documents or information through any means not purposely made available through the Site; or

(xvii) probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on or of the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other user of the Site, or any other customer of AD, including any AD account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information other than your own information, except as expressly authorized by AD and provided for by the Site;

Use of any of the Sites and Service beyond the scope of authorized access granted to you by AD under these Terms of Use immediately terminates said permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Site or any Site content not stated herein, you must first obtain a written license from AD that has been signed by one of AD’s authorized representatives.

5. SUBMITTING USER CONTENT

The Site may allow users and visitors opportunities to post content (“User Content”) to the Site through services and facilities that may be offered on, through or in connection with the Site from time to time. As a condition of submitting any User Content or other materials to the Sites or Services, you agree that:

(i) you grant to AD a royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable, and sublicensable license to use, sell, reproduce, copy, post, adapt, modify, merge, distribute, or publicly display your User Content, create derivative works from such User Content, and/or incorporate such User Content into other works; grant to AD all rights necessary to publish or refrain from publishing your name and address in connection with your User Content; sublicense through multiple tiers the User Content, and acknowledge that this license cannot be terminated by you once your User Content is submitted to the Site;

(ii) you grant to AD all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction, distribution, or exploitation of your User Content by any other party;

(iii) your name and report information may be made available to the public and to the Merchants on which you rate, review and/or report;

(iv) you represent that you own or have secured all legal rights necessary for the User Content submitted by you to be used by you, us, and others as described and otherwise contemplated in these Terms of Use;

(v) you represent and warrant that each person identified, depicted, or shown in in your User Content, if any, (and if a minor, the parent or guardian of the minor) has provided consent to the use of the User Content consistent with these Terms of Use;

(vi) you are solely responsible for your reviews and ratings;

(vii) AD may, in its sole discretion, choose to remove or not to remove reviews and ratings once published;

(viii) you will not submit any reviews that may be considered by us to be infringing, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, or otherwise violates any relevant law or right of any other party, or racially, ethnically or otherwise objectionable;

(ix) all of your reviews and ratings will either be based upon, (i) your actual first-hand experiences with the Merchants you are reviewing, or (ii) as provided below, an individual and that individual’s actual first-hand experience with a health care or wellness provider whereby you have the legal authority to disclose such health information and experience of such individual;

(x) all of your reviews and ratings of the Merchants that you are rating will be accurate, honest, truthful, and complete in all respects;

(xi) you do not work for, own any interest in or serve on the board of directors of, any of the Merchants for which you submit reviews and ratings;

(xii) you are not in any way related (by blood, adoption or marriage, if the Merchant is an individual) to any of the Merchants for which you submit reviews or ratings;

(xiii) you have not received any form of compensation to post reviews and ratings;

(xiv) you will submit thorough and thoughtful reviews of the Merchants you review;

(xv) you will not submit reviews that comment on other users or the reviews of other users;

(xvi) the reviews and ratings that you provide do not reflect the views of AD, its officers, managers, owners, employees, agents, designees or other users.

We cannot and do not guarantee the accuracy, integrity, quality or appropriateness of any User Content transmitted to or through the Site. You acknowledge that we simply act as a passive conduit for the publication and distribution of User Content. You understand that User Content posted on, transmitted through or linked through the Site, are the sole responsibility of the person from whom such User Content originated. You understand that we do not control, and are not responsible for User Content made available through the Site, and that by using the Site, you may be exposed to User Content that is inaccurate, misleading, or offensive. You agree that you must evaluate and make your own judgment, and bear all risks associated with, the use of any User Content.

You further acknowledge that we have no obligation to screen, preview, monitor or approve any User Content on the Site. However, we reserve the right to review, modify and/or delete any User Content that, in our sole judgment, violates these Terms of Use. By using the Site, you agree that it is solely YOUR RESPONSIBILITY to evaluate your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any User Content that you submit, receive, access, transmit or otherwise convey through the Site. Under no circumstances will we be liable in any way for any User Content, including, but not limited to, any User Content that contains any errors, omissions, defamatory statements, or confidential or private information (including, but not limited to, health information) or for any loss or damage of any kind incurred as a result of the use of any User Content submitted, accessed, transmitted or otherwise conveyed via the Site. You waive the right to bring or assert any claim against us relating to User Content, and release us from any and all liability for or relating to any User Content. We have no obligation to review, monitor, or remove any User Content or other materials, except as required by law.

You may, however, report User Content that you believe violates these Terms of Use or is otherwise unlawful by sending an email to support@bgma.co (for copyright complaints, please see below). Please note that you may be liable for damages (including costs and attorneys’ fees) for unlawful misrepresentations. If you are uncertain whether an activity is unlawful, we recommend seeking advice of an attorney.

You agree that we may establish general practices, policies and limits, which may or may not be published, concerning the use of the Site, including without limitation, the time that reviews and ratings will be retained, the maximum number of reviews and ratings that may be sent from an account, the length of reviews and ratings sent, and the maximum number of times and the maximum duration for which you may access the Site in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any User Content or other materials maintained or transmitted by or through the Site. You agree that we have the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

6. THIRD PARTY CONTENT, SITES, AND SERVICES

The Site and any content available through the Site may contain features and functionalities that may link you or provide you with access to third party or Merchant content (the term “Content” as used herein includes where applicable any third party or Merchant content) which is completely independent of AD and its Site, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. Your interactions with organizations and/or individuals found on or through the Site, including payment and delivery of products or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties or Merchants. We do not guarantee the quality, safety or legality of, any such content, the truth or accuracy of the descriptions of any products or services offered for sale, the right of any third party or Merchant to sell or license any such products or services, or the ability of any buyer to purchase any such products or services.

You agree that AD shall not be responsible or liable for any loss or damage of any sort incurred as the result of any dealings between users of the Site, or dealing between users of and Merchants. If there is a dispute between users of the Site, or between users and any third party or Merchant, you understand and agree that AD is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby forever release AD, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or our service.

Without limiting the foregoing, your correspondence or business dealings with, consumption of products or services of, or participation in promotions of, third parties or Merchants found on or through the use of the Site, including payment for and delivery or fulfillment of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. You agree that we will not be responsible or liable, directly or indirectly, for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties or Merchants on our Site.

7. PRIVACY AND INFORMATION DISCLOSURE

We take the privacy of your personal information seriously. Your personal information is further governed by AD’s Privacy Policy, which can be found HERE (https://bgma.co/privacy-policy/).

8. TRADEMARKS AND COPYRIGHTS

The SITE, and all other Site graphics, logos, designs, page headers, button icons, scripts, and service names are the trademarks or trade dress of AD in the U.S. and/or other countries. These trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, keyword advertisements, or email addresses, or in connection with any product or service in any manner that is likely to cause confusion.

You should assume all content and material made available on the Site is protected by copyright law. Aside from User Content, all other materials and other information on the Site, including, but not limited to, all text, graphics, logos, icons, images, audio and video clips, downloads, data compilations and software are the exclusive property of AD and/or its licensors and are protected by all United States and international copyright laws.

9. NOTIFICATION OF CLAIMS OF INFRINGEMENT

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please send your notice (“Notice”) to AD’s agent for notice of claims of copyright or other intellectual property infringement, by email to: support@bgma.co.

Please include the following with your Notice to our agent: (i) the identity of the material on our Site that you claim is infringing, in sufficient detail so that we may locate it on the website; (ii) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (iii) your address, telephone number, and email address; (iv) a statement by you declaring under penalty of perjury that, (a) the above information in your Notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner; and (v) your physical or electronic signature.

10. NO SPAM POLICY

You understand and agree that sending unsolicited email advertisements to any of our Site addresses or through any of our computer systems is expressly prohibited by these Terms of Use. Any unauthorized use of our computer systems is a violation of these Terms of Use and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.). Such violations may subject the sender and his or her agents to civil and criminal penalties.

11. LIMITATIONS ON SERVICE

You acknowledge that we may establish limits concerning use of the Site, including the maximum number of days that User Content will be retained by any of the Site, the maximum number and size of postings, email messages, or other User Content that may be transmitted or stored by the Site, and the frequency with which you may access the Site. You agree that we have no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by any of our Site. You acknowledge that we reserve the right at any time to modify or discontinue any of the Site (or any part thereof) with or without notice, and that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site.

12. TERMINATION OF SERVICE

You agree that we, in our sole discretion, have the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use the Site, or any part thereof, immediately and without notice, and remove and discard any User Content within the Site, for any reason, including, without limitation, if we believe that you have acted inconsistently with the letter or spirit of these Terms of Use. Further, you agree that we shall not be liable to you or any third-party for any termination of your access to the Site. Further, you agree not to attempt to use the Site after said termination. Sections 3, 6, 8-9, 11-16, and 19-23 shall survive termination of these Terms of Use.

13. WARRANTIES AND DISCLAIMERS

You acknowledge that we have no control over, and no duty to take any action regarding: which users gain access to or use the Site; what effects any User Content on or in connection with the Site may have on you; how you may interpret or use any User Content on or in connection with the Site; or what actions you may take as a result of having been exposed to any User Content on or in connection with the Site. You release us from all liability for you having acquired or not acquired content or information through the Site. The Site may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. We make no representations concerning any content contained in or accessed through the Site, and we will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site. We make no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of that information and assume no responsibility for any errors or omissions therein.

AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS AND USE OUR SITE IS AT YOUR OWN RISK. THE SITE ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. NEITHER WE NOR ANY OF OUR AFFILIATES, EMPLOYEES, AGENTS OR THIRD PARTY CONTENT PROVIDERS, INCLUDING ANY MERCHANTS, SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON OR IN CONNECTION WITH THE SITE, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM OUR NEGLIGENCE OR OMISSION, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO, OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. WE ARE NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THE SITE. IN NO EVENT WILL WE OR ANY OF OUR DIRECTORS, OFFICERS, AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR THIRD PARTY CONTENT PROVIDERS, INCLUDING ANY MERCHANTS, BE HELD LIABLE FOR ANY TORTIOUS OR ILLEGAL CONDUCT OF OTHER USERS. IN NO EVENT WILL WE LIST OR ANY OF OUR AFFILIATES, AGENTS, EMPLOYEES OR ASSIGNS BE HELD LIABLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH USE OF THE SITE.

ANY MATERIAL ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, WE DO NOT REPRESENT OR WARRANT THAT (I) THE SITE WILL MEET YOUR REQUIREMENTS, (II) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, MERCHANT OFFERS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE USED TO PROVIDE THE SITE WILL BE CORRECTED. YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SITE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SITE AT ANY TIME, WITHOUT NOTICE TO YOU. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THE WARRANTY LIMITATIONS HEREIN ARE NOT INTENDED TO LIMIT ANY WARRANTY PROVIDED DIRECTLY BY A MERCHANT OR BY THE APPLICABLE MANUFACTURER OF PHYSICAL PRODUCTS OR ANY EXPRESS REPRESENTATIONS OR WARRANTIES BY US THAT ARE INCLUDED IN OTHER APPLICABLE TERMS.

WE SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SITE, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND WE HEREBY DISCLAIM ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

We have no control over and no duty to take any action regarding: other users’ behavior; what effects User Content may have on you; how you may interpret or use User Content; or what actions you may take as a result of having been exposed to User Content. You release us from all liability for you having acquired or not acquired User Content through the Site. We make no representations concerning any User Content, including the accuracy thereof, contained in or accessed through the Site, and we will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site.

The Site may display links to other Internet sites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

14. INDEMNITY

You agree to indemnify, defend and hold harmless us, and any of our subsidiaries and affiliated, and their respective officers, managers, owners, employees, agents, designees, users, successors, assigns, from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys’ fees and court costs due to or arising from: (a) any violation of these Terms of Use by you; (b) the inaccurate or untruthful User Content or other information provided by you to us or that you submit, transmit or otherwise make available through any of our Site; or (c) any intentional or willful violation of any rights of another or harm you may have caused to another. We will have sole control of the defense of any such damage or claim.

Further, 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 us from any and all claims or liability related to any product, service or promotion of a Merchant, regardless of whether such products, services or promotions are Merchant Offers available through the Site, any action or inaction by a Merchant, including, without limitation, but not limited to any harm caused to you by action or inaction of a Merchant, a Merchant’s failure to comply with applicable law and/or failure to abide by the terms of a Merchant Offer or any other product or service purchased or obtained by you from the Merchant, and any conduct, speech or User Content, whether online or offline, of any other third-party.

15. LIMITATION OF LIABILITY

AS PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE, OUR OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), WITH RESPECT TO THE SITE, INCLUDING, BUT NOT LIMITED TO: (A) THE USE OR INABILITY TO USE THE SITE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SITE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA, INFORMATION, OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SITE; (E) STATEMENTS OR CONDUCT OF ANY MERCHANTS OR OTHER THIRD PARTY IN CONNECTION WITH OR THROUGH THE SITE; (F) ANY OTHER MATTER RELATING TO THE SITE; (G) ANY BREACH OF THESE TERMS OF USE BY US OR OUR FAILURE TO PROVIDE ANY OF THE SITE UNDER THESE TERMS OF USE OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY MERCHANTS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). TO THE EXTENT WE, OUR OFFICERS, EMPLOYEES AND AGENTS ARE FOUND LIABLE FOR ANY DIRECT DAMAGES RELATED TO THESE TERMS OF USE OR THE USE OF THE SITE AND SERVICES, LIABILITY FOR DAMAGES SHALL NOT EXCEED $100 IN THE AGGREGATE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations or exclusions of liability or damages are not permitted. In such jurisdictions, some of the foregoing limitations and exclusions may not apply to you.

16. BREACH OF TERMS OF USE AND LIQUIDATED DAMAGES

You understand that any damage caused to us for any violation of these Terms of Use pertaining to a report or record will be difficult to accurately estimate. Thus you shall be liable to pay us the following amounts as liquidated damages, and you agree that the liquidated damages are a reasonable estimate of our damages for the specified breaches of these Terms of Use:

a. If you post Content in violation of these Terms of Use, you agree to promptly pay Us Five Hundred Dollars ($500) for each item of Content posted in violation of these Terms of Use. We may (but shall not be required to) to issue you a warning before assessing damages.

b. If you display, copy, duplicate, reproduce, sell, re-sell or exploit for any purpose any Content in violation of these Terms of Use, you agree to pay One Hundred Dollars ($100) for each record or report that you displayed, copied, duplicated, reproduced, sold, re-sold or exploited for any purpose.

c. If you use computer programming routines that are intended to aggregate records or reports from the Site or otherwise damage, interfere with, disrupt, impair, disable or otherwise overburden the Site, you agree to pay One Hundred Dollars ($100) for each report or record that is aggregated, disrupted, damaged or otherwise affected by you.

d. Except as set forth in the foregoing subparagraphs (a) through (c), inclusive, you agree to pay the actual damages we suffer or suffered, including, but not limited to attorneys’ fees and court costs, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of these Terms of Use, we reserve the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in these Terms of Use, or any combination thereof.

19. DELAYS AND ACCESSABILITY

The Site may be subject to limitations, delays, failure, and other problems inherent in the use of the internet and electronic communications. We are not responsible for any delays, failures or other damage resulting from such problems. We are further not responsible for and shall be excused from performance under these Terms of Use, to the extent it is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion; (c) quarantines or embargoes; (d) labor strikes; or (g) other causes beyond our reasonable control.

20. NOTICE

By use of the Site, you consent to receive electronic communications from us (via email or via a posting on the Sites), and you agree that any such communications satisfy any legal requirement to make such communications in writing. You also agree that we may communicate any notices to you under these Terms of Use, through electronic mail, regular mail or posting the notices on the Site. All notices to us will be provided by either sending: (i) an email to support@bgma.co, (ii) a letter, first class certified mail, to AD, 50 S. Penn St. Suite A7 Hatboro, PA 19090, Attn: BGMA. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.

21. ENTIRE AGREEMENT

These Terms of Use and other agreements, rules, and policies incorporated by reference to this Terms including, without limitation, the Privacy Policy, constitutes the entire agreement between you and us. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and us regarding the subject matter contained in these Terms of Use. Additional terms and conditions may exist between you and third parties, including but not limited to, Merchants and others. You represent and warrant that those third party agreements do not interfere with your obligations and duties to us under these Terms of Use.

22. GOVERNING LAW

These Terms of Use and the relationship between you and us will be governed by the laws of the Commonwealth of Pennsylvania, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where you may be located or any other jurisdiction. You agree and consent to the exclusive jurisdiction of the state or federal courts located in Montgomery County, Pennsylvania, and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that we may elect, in its sole discretion, to litigate the action in the county or state where any breach by you occurred or where you can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Site or these Terms of Use shall be filed within one (1) year after such claim or cause of action arose or will forever be barred. We and you specifically disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods as that Convention may be incorporated into applicable law.

23. TERMS OF SALE

By purchasing or obtaining any Merchant Offers through our Site, you agree to these Terms of Use, including without limitation, our Terms of Sale, available HERE (https://bgma.co/user-terms-of-use/).

24. MISCELLANEOUS

If you breach any term of this Terms of Use or other agreement with us, we may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. Our remedies are cumulative and not exclusive. Our failure to exercise any remedy or enforce any portion of the Terms of Use at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. These Terms of Use are not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer, assign or delegate these Terms of Use and its rights and obligations without consent. Users of the Site are responsible for compliance with all applicable regulations and laws. No joint venture, partnership, employment or agency relationship exists between you and AD as a result of these Terms of Use or use of the Site.

25. CONTACTING US

We appreciate hearing from you, as well as our other users, and welcome your comments regarding our Site. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, or materials other than those which we have specifically requested. Although we do value your feedback on our Site, please be specific in your comments regarding our Site and do not submit creative ideas, suggestions or materials. If, despite our request, you send us creative suggestions, ideas, drawings, concepts or other information (collectively, “Submissions”), such Submissions will be the property of AD. In addition, none of the Submissions will be subject to any obligations of confidentiality and AD will not be liable for any future use or disclosure of such Submissions. If you have any comments or questions regarding these Terms of Use, or wish to report any violation of these Terms of Use, please send them to: support@bgma.co.
 
 

TERMS OF SALE

Last Updated: December 26, 2017

By purchasing any Merchant Offer, or participating in other available programs through our Site, you agree to the Terms of Use, including, without limitation, the Terms of Sale specified below.

Descriptions of Merchant Offers advertised on our Site are provided by the Merchant or other referenced third parties. We do not investigate or vet Merchants, and we are not responsible for any claims associated with the description of Merchant Offers. Pricing relating to certain Merchant Offers, and other available programs on the Site, may change at any time in our sole discretion without notice.

Merchants may advertise goods, services or experiences on the Site, or with respect to products, supply products to us that require the Merchant to have an up-to-date regulatory authorization, license, or certification. We do not verify, validate, or collect evidence of any regulatory authorization, license or certification from any Merchant. You should make whatever investigation you deem necessary or appropriate before purchasing any Merchant Offer to determine whether: (i) Merchant is qualified to provide the advertised good or perform the advertised service; or (ii) the Merchant Offer is of the care and quality required. The Merchant is solely responsible for the care and quality of the goods and services being provided or the care and quality of any Merchant Offer.

We may, in our sole discretion, verify a user’s identity prior to processing a purchase. We may also refuse to process a purchase, may cancel a purchase, or may limit quantities, shipment, or food delivery to particular addresses, as reasonably deemed necessary, to comply with applicable law or to respond to a case of misrepresentation, fraud or known or potential violations of the law or these Terms of Use. Refunds for cancelled orders may be issued where appropriate.

If an offer becomes unavailable between ordering and processing, we will either cancel or not process the order and will notify you by email.

We do not guarantee that we offer best available rates or prices and do not guarantee against pricing errors. We reserve the right, in our sole discretion, to not process or to cancel any orders placed, including, without limitation, if the price was incorrectly posted on the Site. If this occurs, we will attempt to notify you by email. In addition, we reserve the right, in our sole discretion, to correct any error in the stated retail price of the Merchant Offer.

Our standard refund policies are located HERE (https://bgma.co/refund-policy/).

(a) Merchant Offerings

(i) Vouchers

Vouchers are redeemable for certain goods, services or experiences offered by, or facilitated through, the Merchant identified on the Voucher. The Merchant is solely responsible for redeeming the Voucher. Furthermore, the Merchant is fully and solely responsible for the care and quality of all goods and services it provides to you and for any and all injuries, illnesses, damages, claims, liabilities and costs (“Liabilities”) it may cause you to suffer, directly or indirectly, in full or in part, whether related to the use or redemption of a Voucher or not. You waive and release AD and our subsidiaries, affiliates, partners, officers, directors, employees and agents from any Liabilities arising from or related to any act or omission of a Merchant in connection with your use of a Voucher or the goods, services or experiences a Merchant provides in connection with the Voucher.

By purchasing, viewing a mobile version, printing, accepting, using or attempting to use any Voucher, you agree specifically to the terms on the Voucher and any additional deal-specific terms advertised in connection with and on the Voucher at the time of purchase (the “fine print” regardless of how labeled), the Terms of Use and these Terms of Sale. These rules apply to all Vouchers that we make available, unless a particular Voucher’s fine print states otherwise, and except as otherwise required by law. In the event of a conflict between these rules and a Voucher’s fine print, the Voucher’s fine print will control. Any attempt to redeem a Voucher in violation of these Terms of Use (including, without limitation, the Terms of Sale) will render the Voucher void.

The Merchant is the sole issuer of the Voucher. Vouchers are not redeemable for cash, unless required by law. Unauthorized or unlawful reproduction, resale, modification, or trade of Vouchers is prohibited. Pricing relating to certain Merchant Offerings and Products on the Site may change at any time in our discretion, without notice.

A traditional Voucher is any Voucher other than a Coupon. A traditional Voucher has two separate values: (i) the amount paid and (ii) the promotional value. The promotional value is the additional value beyond the amount paid. For example, if you pay $50 for a Voucher that entitles you to $90 of goods, services, or experiences from a Merchant, the amount paid is $50 (this amount does not expire until it is used or is refunded) and the promotional value is $40 (this amount expires on the date stated on the Voucher unless expiration of the promotional value is prohibited by law). The Merchant is responsible for permitting you to redeem the Voucher for at least the amount paid, even after the promotional value has expired. The amount paid WILL NEVER EXPIRE. The promotional value of a traditional Voucher may not be combined with other offers and no portion of its value is intended to cover tax or gratuity. Traditional Vouchers are not reloadable, meaning that the amount paid of the Voucher cannot be increased, but are fully transferrable.

(ii) Merchant Products
Through our Site and affiliate links, certain Merchants allow you to purchase various products directly from the Merchant. Terms and conditions regarding shipping, delivery, and returns will vary by Merchant and will be stated in the Merchant’s deal terms. Charges for delivery and applicable sales taxes will be added at checkout. Once you click the “Buy” button, we will notify the Merchant of your requested order. Your purchase is not complete until you receive an email from us confirming whether or not the Merchant has accepted your order. Merchant is solely responsible for all Merchant Products purchased through the Site.

(iii) Coupons

Coupons are offered by Merchants to consumers throughout the Site, including, without limitation, a portion of the Site dedicated to Coupons. Coupons are subject to the terms and conditions as specified by the Merchant. By obtaining or purchasing a Coupon through the Site, you acquire the right to redeem the Coupon with the Merchant. Any service fee retained by us from the sale of a Coupon, if applicable, is compensation to us for marketing, promoting, advertising, and distributing the Coupons on behalf of the Merchant. As the issuer of the Coupon, the Merchant shall be fully responsible for any and all Liabilities, caused in whole or in part by the Merchant, as well as for any Liabilities arising from any regulatory action. Coupons have no cash or residual value. We do not make any warranty in relation to the Coupons, including, without limitation, their validity and/or value. We are not a party to any transaction that the Merchant and you may enter into as a result of you purchasing any Coupon.

(iv) Merchant Gift Cards

Merchant Gift Cards are offered by Merchants to consumers subject to the terms and conditions specified by the Merchant on the face of the Merchant Gift Card. By obtaining or purchasing a Merchant Gift Card through the Site, you acquire the right to redeem the Merchant Gift Card with the Merchant. Any service fee retained by us from the sale of a Merchant Gift Card is compensation to us for marketing, promoting, advertising, and distributing the Merchant Gift Cards on behalf of the Merchant. As the issuer of the Merchant Gift Card, the Merchant shall be fully responsible for any and all Liabilities, caused in whole or in part by the Merchant, as well as for any Liabilities arising from any regulatory action. We do not make any warranty in relation to the Merchant Gift Cards, including, without limitation, their validity or value. We are not a party to any transaction that the Merchant and you may enter into as a result of you purchasing any Merchant Gift Card.

(iv) Online Ordering

If an order becomes unavailable between ordering and processing, we will either cancel or not process the order and will attempt to notify you by email. We reserve the right, in our sole discretion, not to process or to cancel any orders placed, including, without limitation, if the price was incorrectly posted on the Site. We may also refuse to process a purchase, may cancel a purchase, or may limit quantities or delivery to particular addresses, as reasonably deemed necessary, or to otherwise comply with applicable law, to respond to a case of misrepresentation, fraud or known or potential violations of the law or the Terms of Use. Refunds for such cancelled orders may be issued where appropriate, in our sole discretion.
(v) Affiliate Links

Our affiliate link program forwards users to a Merchant’s website. Merchant Offer terms through our affiliate links will be advertised on our Site, and when the affiliate link is “clicked” it will forward users to the Merchant’s designated page. We are not responsible for any changes a Merchant makes to a Merchant Offer, removing any Merchant Offer, or any prohibited content placed on a Merchant’s website.