Le Coupon, Inc.
Terms of Use
Last Updated: April 21, 2011
The following terms and conditions (the "Agreement") form a binding agreement between you and Le Coupon, Inc., which is sometimes referred to as "Le Coupon", "we", "us" or "our". Please review the following terms carefully. By using the Website or any Le Coupon Services, you are agreeing to these terms and these terms will govern your use of the Website and our Services. If you do not agree to these terms, you must cease use of the Website and our Services. The term "you" refers to the person accessing or using the Website or our Services, or the company or organization on whose behalf that person accesses the Website or our Services.
TERMS OF USE
1. Our Services
The Website (at www.lecoupon.com) provides an interactive online service operated by Le Coupon, Inc. on the web offering Deals that may be exchanged for goods/services at Merchants. The Services and Website are collectively referred to here as "Le Coupon".
2. Conditional Use of Our Website and Services
Your permission to use Le Coupon is conditioned upon your agreement that you:
· are 13 years of age or older, but are 18 years of age or older to purchase any Deal;
· will comply with these Terms of Use;
· will not copy or distribute any part of Le Coupon in any medium without Le Coupon's prior written authorization;
· will provide accurate information when creating an account or registering for our Services;
· are solely responsible for your User ID and the activity that occurs while signed in to or while using Le Coupon using your User ID;
· will not use Le Coupon to collect any personally identifiable information, including account names, email addresses, or other such information, for commercial purposes;
· will not use the communication systems provided by or contacts made on Le Coupon for any commercial solicitation purposes;
· are solely responsible for your Content submissions, including review posts, profile information and links, pictures, and other such content;
· represent that you own or have the necessary licenses, rights, permissions, and consents to use and authorize Le Coupon to use any and all Content submitted by you to Le Coupon in accordance with the licenses granted in this Agreement;
· hereby grant each Le Coupon user, whether using Le Coupon or an application authorized by Le Coupon but developed via a third-party developer, a non-exclusive license to access the Content you submit through Le Coupon and to use, reproduce, distribute, prepare derivative works of, display and perform such Content as permitted through Le Coupon's functionality and under these Terms of Use;
· will not submit Content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such Content to Le Coupon; and
· affirm that we have the right to determine whether any of your Content submissions are appropriate and comply with these Terms of Use, remove any and/or all of your submissions, and terminate your account with or without prior notice.
3. Your Account And Le Coupon Profile
You will need to register by creating an account with Le Coupon in order to publish Content on the Website or obtain access to certain Services, including Deals. If you choose to create an account or Le Coupon profile with us, you agree to provide only accurate, complete registration information, and you will keep that information up-to-date if it changes. When you register, you will obtain unique login credentials (a "User ID"). Individuals and entities who’s privilege to access the Website or use the Services has previously been terminated by Le Coupon may not register for an account, nor may you designate any of those individuals to use your account on your behalf.
Le Coupon relies on User IDs to know whether users accessing the Website and using our Services are authorized to do so. If someone accesses our Website or Services using a User ID that we have issued to you, we will rely on that User ID and will assume that access has been made by you. You are solely responsible for any and all access to the Website or use of the Services by persons using your User ID. Please notify us immediately if you become aware that your User ID is being used without authorization.
4. Non-Confidentiality, Security And Privacy
You understand that much of the information that you submit to us (such as postings and invitations) is submitted precisely for the purpose of disclosure in a variety of ways by Le Coupon, and therefore such information is not subject to any confidentiality obligation. Other information, such as credit card information provided in connection with the purchase of a Deal, is maintained with appropriate privacy and security protections. You agree that information provided to us in connection with the purchase of a Deal, other than your credit card information, may be disclosed by us to the Le Coupon Merchant for their commercial purposes including to provision the Deal. Any communications between you and Le Coupon, such as email or other correspondence, in which you offer suggestions or comments for improving or modifying our Services will be deemed by us to be non-confidential and non-proprietary, and you agree that such information may be used by us without any limitation whatsoever.
Our Privacy Policy explains how we collect, use and disclose information that pertains to your privacy. The Privacy Policy forms part of our agreement with you and is incorporated in this Agreement by reference. For full details, please refer to our Privacy Policy at http://www.lecoupon.com/privacy-policy.
5. Rules Regarding Information And Other Content
When you use the Website, you can publish and obtain access to various kinds of information and materials, all of which we call "Content." Content also includes information and materials posted to the Website by you. You agree not to revise or obscure Content posted by others (including advertising and promotions authorized by Le Coupon), and you agree not to post or use any Content in any manner that:
· infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others,
· violates the privacy, publicity, or other rights of third parties,
· is unlawful, defamatory, discriminatory, libelous, pornographic, obscene, abusive, threatening, harassing, pornographic, hateful, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate, as determined by Le Coupon in its sole discretion,
· is false or inaccurate, or
· could damage our company, parent company, sister companies, affiliates, advertisers, or other parties.
Though we strive to enforce these rules with all of our users, you may be exposed through the Website or Services to Content that violates our policies or is otherwise offensive. You may use the Website and Services at your own risk. We may, but are not obligated to, terminate user accounts and/or remove Content from the Website if we determine or suspect that those accounts or Content violate the terms of this Agreement or the applicable agreement with the offending user(s). We take no responsibility for your exposure to Content on the Website whether it violates our content policies or not.
6. General Rules Of User Conduct
It is our goal to make the use of our Website and Services a good experience for all of our users, so you agree not to do any of the following:
· conduct or promote any illegal activities while using the Website or Services;
· upload, distribute or print anything that may be harmful to minors;
· attempt to reverse engineer or jeopardize the correct functioning of the Website or Services, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Website;
· attempt to gain access to secured portions of the Website or Services to which you do not possess access rights;
· upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
· use the Website or Services to generate unsolicited email advertisements or spam;
· use any automatic or manual process to search or harvest information from the Website or Services, or to interfere in any way with the proper functioning of the Website and Services; or
· impersonate another user.
7. Links To Third Party Websites
We don't have control over websites that Le Coupon may link to. Le Coupon may contain links to third party websites that are not owned, operated, or controlled by Le Coupon, such as Facebook and Twitter. Therefore, we cannot and do not assume responsibility for the content, privacy policies, or practices of such websites or the companies that own them. Additionally, we cannot and will not censor or edit the content of any third party site. By using Le Coupon you expressly relieve us from any and all liability arising from your use of any third party website.
8. Intellectual Property
You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Website and Services, including applicable copyrights, trademarks and other proprietary rights. We are not granting any license to you under any of those intellectual property rights by virtue of this Agreement, except for the limited right to use the Website and Services in accordance with this Agreement. "Le Coupon" is our trademark and trade name. Other product and company names that are mentioned on the Website or provided as part of the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you in this Agreement.
The Content on Le Coupon, excluding all intellectual property of other sites obtained by way of API and linking and Content posted by our customers, is owned by Le Coupon. This includes, without limitation, the text, software, scripts, graphics, photos, sounds, interactive features and the trademarks, service marks and logos contained therein ("Marks"). The Marks are owned or licensed to Le Coupon, subject to copyright and other intellectual property rights under United States law, the law of the jurisdiction where you reside, and international conventions. Content provided by Le Coupon is provided to you "AS IS" for your information and personal use only and may not be used, copied, reproduced, modified, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. We reserve all rights not expressly granted in and to the Website and Services.
As between you and us, you retain any intellectual property rights in any copyrighted materials and trademarks that are contained in Content that you post to the Website. You grant us an irrevocable, perpetual, non-exclusive, royalty-free, fully paid, worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, translate, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale, otherwise commercially exploit and exercise any and all such rights, under any and all of your intellectual property rights related to the Content in any manner we choose. If you have any rights to the Content that cannot be licensed to us (such as moral rights in some countries), you unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against us or related to our customers and partners anywhere in the world, with respect to such rights.
9. Copyright Notice
We respect the intellectual property of others, and we ask you to do the same. If you are a copyright owner or an owner's agent and find Content that infringes upon your copyrights, you may submit a notification according to the Digital Millennium Copyright Act. To do so, please provide our Copyright Agent with the following information (see 17 U.S.C 512(c)(3) for further detail) in writing: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (4) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (5) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Le Coupon's designated Copyright Agent to receive notifications of claimed infringement can be reached at help@lecoupon.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
10. Electronic Communications
The communications between you and Le Coupon use electronic means, whether you visit the Website or send us emails, or whether Le Coupon posts notices on the Website or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Le Coupon in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Le Coupon provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.
11. Disclaimers of Warranty
We provide the Website and Services "as is", "with all faults" and "as available." We and our suppliers and Merchants make no express warranties or guarantees about the Website, Services or Deals. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR OFFICERS, DIRECTORS, AGENTS, VENDORS, AND MERCHANTS DISCLAIM IMPLIED WARRANTIES THAT THE SITE AND SERIVCES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT LE COUPON WILL MEET YOUR REQUIREMENTS, IS ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF LE COUPON, INCLUDING ANY SERVICES OR DEALS, WILL BE EFFECTIVE, RELIABLE, AND ACCURATE OR MEET YOUR REQUIREMENTS. WE MAKE NO WARRANTIES AS TO PRIVACY AND SECURITY OTHER THAN AS EXPRESSLY STATED IN THE PRIVACY POLICY. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE OR SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A LE COUPON REPRESENTATIVE SHALL CREATE A WARRANTY. You may have additional consumer rights under your local laws that this agreement cannot change.
12. Limitations of Liability
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO DISCONTINUE YOUR USE OF LE COUPON. IN NO EVENT SHALL OUR LIABILITY, OR THE LIABILITY OF OUR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, VENDORS, OR MERCHANTS, FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SITE AND SERVICES EXCEED THE TOTAL AMOUNT OF FEES THAT YOU PAID US DURING THE PREVIOUS ONE-YEAR PERIOD FOR THE SPECIFIC SERVICE AT ISSUE. WE, OUR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, VENDORS, AND MERCHANTS, SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE, OR RELIANCE UPON THE SITE AND SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTION, OUR LIABILITY, AND THE LIABILITY OF OUR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, VENDORS, AND MERCHANTS, SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
13. Indemnity
You agree to defend, indemnify and hold harmless Le Coupon, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney's fees) arising from: (i) your use of and access to Le Coupon; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that any Content submitted by you causes damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the Coupon.
14. Reservation of Rights and Release
Le Coupon reserves the right, but has no obligation, to monitor, or take any action Le Coupon deems appropriate regarding disputes that you may have with other customers of ours or any Merchants. To the extent the law permits, you release us from any claims or liability related to any Content posted on the Website and from any claims related to the conduct of any other customers of ours or any Merchants. You hereby waive California Civil Code Section 1542 (if you are a California resident), and any similar provision in any other jurisdiction (if you are a resident of such jurisdiction), which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
15. Termination
We may change or discontinue the Website or any of the Services at any time without prior notice. We reserve the right to terminate this Agreement at our election and for any reason, without prior notice, and this Agreement will automatically terminate in the event that you violate any of the terms and conditions set forth below. In the event of any termination, you will immediately cease access to the Website and Services. Any Coupon issued prior to termination will be honored according to its terms and the terms of this Agreement specifically applicable to such Coupon. Any terms of this Agreement by its nature should survive the termination of this Agreement will survive (for e.g., choice of law, arbitration, limitation of liability, indemnity, warranty disclaimer, general terms).
16. Entire Agreement, Changes to this Agreement and Waivers
These Terms of Use, together with the Privacy Policy at http://www.lecoupon.com/privacy_policy and any other legal notices published by Le Coupon on the Website or any Deal Coupon, shall constitute the entire agreement between you and Le Coupon concerning Le Coupon. We may change the terms of this Agreement from time to time on a going-forward basis, and any such modifications become effective immediately upon being posted to the Website. It is your sole responsibility to check the Website from time to time to view any such changes in the Agreement. If you do not agree to any changes, if and when such changes may be made to the Agreement, you must cease use of the Website and Services. Your use of the Website and Services after any modifications to the Agreement indicates that you agree to such modified Agreement. Any changes to this Agreement (other than as set forth in this paragraph) or waiver of Le Coupon’s rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of Le Coupon. No purported waiver or modification of this Agreement by Le Coupon via telephonic or email communications shall be valid.
17. Law and Dispute Resolution; Contact Information
This Agreement shall be governed by California law, without regards to its conflicts of law principles. Any controversy or claim arising out of or relating to this Agreement shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules then in effect (the "Rules") of the American Arbitration Association (the "AAA") by one (1) arbitrator appointed pursuant to such Rules. All arbitration proceedings shall be conducted in San Francisco, California, in the English language. The parties agree that any award rendered by the arbitrators appointed pursuant to this clause shall be enforceable under the procedures set forth in the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the "New York Convention") even if a party's country origin has not ratified the New York Convention. Notwithstanding anything to the contrary, either party may seek injunctive relief from any court with jurisdiction over such matters and the parties involved to the extent necessary and/or appropriate to protect confidential information and/or other intellectual property from irreparable harm arising out of any actual or threatened breach of this Agreement.
YOU AND LE COUPON AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO LE COUPON MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Any notices issued under this Agreement shall be in writing, shall be effective when given, and shall in any event be deemed to be given upon receipt or: (a) upon delivery, if delivered by e-mail (confirmed by first class mail), (b) upon delivery, if transferred by facsimile (confirmed by first class mail), or (c) three (3) days following the day of deposit with an overnight courier, freight prepaid, to the party's address set forth below: To you: to the last address of record in your registration information when you sign up with Le Coupon. To Le Coupon: the address noted in the contact us section of the Website.
18. Disclosures
If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. You should note that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Current providers of such protections can be found at: http://www.en.wikipedia.org/wiki/List_of_Content_Control_Software.
19. General Terms
You and we are independent contractors, and nothing in this Agreement creates a partnership, employment relationship or agency. There are no third-party beneficiaries of this Agreement. You may not assign this Agreement or your rights and obligations under this Agreement, in whole or in part, to any third party without our prior written consent, and any attempt by you to do so will be invalid. Le Coupon may assign or transfer this Agreement without your consent. Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of this Agreement will not be considered a waiver of the right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
You represent that you are legally able to accept these Terms of Use. You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. And as stated in the Conditional Use of Our Website and Service, above, you affirm that you are, in any case, 13 years of age or older. If you aren't, you must please cease use of Le Coupon.