1.1. Dealyoop.com (the “Site”) is owned and operated by Dealyoop, Inc. (“Dealyoop” or “we”, “our” or “us”). We offer a service (the “Service”) which connects buyers of services and goods (“Buyers”) with sellers of services and goods (“Merchants”). Merchants provide us with certain promotional offers (each an “Offer”), usually offering a discount if enough Buyers are willing to buy a service or good within a certain time period. We make these Offers available through the Site. When enough Buyers agree to purchase the good or service promoted in the Offer, the Merchant is bound to fulfill it. Dealyoop oversees collection of payment on behalf of the Merchant from the Buyer. Upon confirmation of payment, Dealyoop, again on behalf of the Merchant, issues the Buyer a voucher (“Voucher”) redeemable for the applicable service or good.
1.2. Whether you are a Merchant or a Buyer, these Terms apply to you. Therefore, Merchants and Buyers are referred to as “you” or “User” hereafter. Where the Terms are only applicable to one subset of Users or the other, we have so indicated.
1.4. Because we are constantly innovating in order to provide better experiences for our users, we reserve the right to modify or discontinue any feature or aspect of the Site or the Service at anytime. We must also, therefore, reserve the right to change the Terms governing any User”s use of the Site and Service at any time. Any change in the Terms will be effective upon posting the changes to this Terms page. Any use by you subsequent to these changes will constitute your acceptance of such changes. Therefore, we suggest that you check back frequently to make sure you are always familiar with the current Terms. As a sole exception to this, for any Merchant where we have countersigned an Offer schedule, the Terms will not be deemed changed as to that Offer.
2.1. Offers often come with limitations. Buyers need to read the applicable terms of the relevant Offer. For example, Offers frequently are not available for use or redemption by individuals located outside the United States. Similarly, Offers for goods or services purchased at discount prices are often also subject to time limits or other restrictions which may require the Buyer to complete the transaction within a certain timeframe or in a certain manner in order to receive the benefit of the Offer. We will use reasonable efforts to make any limitations known to you when we post the Offer. You will not be able to redeem any Voucher in violation of the restrictions governing the Offer, and funds paid for such a Voucher will be non-refundable.
2.2. Dealyoop does not knowingly collect any information from persons under the age of 13. If we determine that any content has been uploaded to the Site by someone under the age of 13, it will be removed. If you are between the ages of 13 and 18, please ask your parent”s permission before using the Site and the Service. Some Offers may be subject to further age limitations.
2.3. Unless expressly stated otherwise in the Offer, (i) there is a limit of one Voucher per person per Offer and (ii) Vouchers are not redeemable in partial amounts. To the extent allowed by law, Vouchers may be gifted or sold. However, Users purchasing multiple Vouchers for the purpose of reselling may have their accounts frozen and may be banned from participating in future Offers. Each Voucher authentication number is only usable once. You are responsible for keeping your Voucher number secure. Neither the Merchant nor Dealyoop will be liable if your Voucher is lost or stolen.
2.4. Certain state or federal laws may limit the ability of a Merchant to set expiry dates or charge fees against a Voucher. To the extent that you are purchasing a Voucher in a jurisdiction which so limits the rights of the Merchant, the Voucher will be limited to the maximum extent permitted by applicable law, but no more. The value of each Voucher is the cash amount the Buyer actually paid for it. It is NOT the promotional value stated on the face of the Voucher (for example, but not by way of limitation, if the Buyer paid $50 for a Voucher which gives $100 value at the Merchant, the cash value that the Buyer paid is $50, not $100). While the expiration date on the Voucher dictates the last date that the Buyer can use the Voucher at the Merchant for the promotional value stated on the face of the Voucher, certain laws may provide that the Merchant is responsible for honoring the cash value paid by the Buyer beyond the expiration date stated on the Voucher. If applicable, these laws pertain to the Merchant, and it is the Merchant’s sole responsibility (and not the responsibility of Dealyoop) to meet the obligations imposed by law upon the Merchant. However, if the merchant is unwilling or unable to honor your voucher for the price you paid for it, please contact Dealyoop by clicking here and filling out the "contact us" form. Dealyoop will issue you a refund in the form of credit to Dealyoop.com, but only after you have tried to redeem the voucher at the merchant. Amounts paid are non-refundable except to the extent which may be required by applicable law.Amounts paid are non-refundable except to the extent which may be required by applicable law.
2.5.Dealyoop is an intermediary and agent of the Merchant, and merely sells promotional Vouchers on behalf of the Merchant. If the Buyer has problems with the Voucher or the goods and services, we will use reasonable efforts to assist the Buyer in dealing with the Merchant. However, we cannot and will not guarantee any issuance of refunds or credits. Buyers will have to obtain those from the Merchant, if applicable.
2.6. Dealyoop will determine Buyer’s compliance with these Terms in its sole discretion. Dealyoop reserves the right to restrict, suspend, deny or terminate access to all or part of the Site or Service by any Buyer and to deny access to any Buyer in its sole discretion without notice or liability of any kind.
2.7. Unless expressly specified in the Offer, your purchase of a Voucher does not include sales tax which may be due on the services or goods you receive thereunder. Your Voucher also does not include any applicable gratuities — please remember that and tip accordingly.
2.8. Use of Vouchers for alcoholic beverages is at the sole discretion of the Merchant and is subject to compliance with applicable law. All purchases of Vouchers for Merchants who sell or serve alcoholic beverages may have statutory limitations on the amount of the Voucher value that can be redeemed for alcoholic beverages.
2.9. Vouchers cannot be combined with any other vouchers, third party certificates, coupons, or promotions, unless otherwise specified by Merchant.
2.10. For restaurant Merchants only: Vouchers are valid for dine-in only, unless otherwise stated.
2.11. Vouchers may be applied only to merchandise or services sold by Merchant, and may not be applied to shipping or handling charges, unless otherwise stated.
3.1. Each Merchant is required to submit a signed written schedule for each Offer the Merchant wishes Dealyoop to publish on the Service (an “Offer Schedule”). Any provision of an Offer Schedule which has been signed by us and expressly overrides these Terms will take precedence over these Terms, but these Terms will otherwise govern the relationship between the Merchant and Dealyoop.
3.2. Merchant hereby appoints Dealyoop as its limited agent, solely for the purposes of (i) promoting those Offers where Merchant and Dealyoop have cosigned an Order Schedule, (ii) collecting payment on behalf of Merchant when the minimum aggregate number of Buyers specified in the Order Schedule has been reached, and (iii) for issuing Vouchers in accordance with the terms specified in the Order Schedule to paid up Buyers.
3.3. Merchant agrees that Dealyoop may use the Merchant’s name and brand information in connection with making available and promoting any Offer by that Merchant and identifying Merchant as a party that sells or has sold goods or services through the Site. The Merchant agrees to allow Dealyoop to use photographs of the Merchant’s business or merchandise for all media/publicity purposes. Dealyoop will reasonably comply with any trademark guidelines provided by the merchant to Dealyoop. Any goodwill resulting from Dealyoop use of the Merchant’s trademarks shall inure to the benefit of Merchant.
3.6. Dealyoop and Merchant will pay one another any applicable fees as set forth in the Offer Schedule. Each party shall otherwise bear any and all of its own costs in performing or receiving the Services and fulfilling any Offer.
3.7. With the sole exception of taxes on Dealyoop’s net income, Merchant is responsible for collecting from Buyer and paying any and all taxes and fees, including, without limitation, sales, use, gross income and value added taxes, associated with the Services or the fulfillment of any Offer.
3.8. The Merchant acknowledges that the availability of Services shall be on a first-come, first-serve basis. Dealyoop shall not, under any circumstance, be liable to the Merchant for lack of availability of the Site. Merchant further acknowledges that Dealyoop is under no obligation to display or keep open any Offer.
4.2. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with your Account. You agree that you will be solely responsible for all activities that occur by any user logged in using your account credentials. If you become aware of any unauthorized use of your password or of your account, you agree to notify Dealyoop immediately at firstname.lastname@example.org.
4.3. Dealyoop will generally communicate with its Users by electronic means, such as email. As a User, you give consent that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
5.1. User shall not use this Site or the Service for any unlawful purpose. Strictly prohibited actions include, but are not limited to, transmitting material: (i) that is unlawful, obscene, vulgar, defamatory, abusive, threatening, profane, invasive of privacy or publicity rights, or otherwise objectionable, (ii) that violates, misappropriates or infringes upon the rights of others in any way, (iii) that encourages others to commit unlawful acts, (iv) that contains advertising, publicity, or solicitation for a product or services that did not receive prior written approval from Dealyoop, or (v) that inhibits other Users from using or enjoying the Site.
6.2. User acknowledges and agrees that “Dealyoop” is the sole owner of the Brand marks “Dealyoop”, “Clique & Save”, “Let’s Get it, Together”, “Get, it together”, “Power in Numbers”, and “We-commerce”, and that its ownership extends to all rights generally affiliated with ownership, including but not limited to any and all copyright and trademark rights, all rights of possession and all rights of use of the Brand.
7.1 THE SITE, INCLUDING, WITHOUT LIMITATION, THE SERVICE, ALL CONTENT, AND THE OFFERS AND VOUCHERS MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, DEALYOOP AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) WITH RESPECT TO: (A) THE SITE; (B) THE SERVICE; (C) THE OFFERS OR VOUCHERS MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE; (D) THE LEGALITY, ACCURACY, QUALITY OR AUTHENTICITY OF CONTENT, INFORMATION, ADVERTISEMENTS, SERVICES OR PRODUCTS PROVIDED BY ANY PARTY; (E) THE TREATMENT OF ANY INFORMATION, CONTENT, MATERIAL, OR DATA TRANSMITTED BY USERS TO THE SITE; OR (F) THE SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED SITE. DEALYOOP DOES NOT WARRANT THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE WILL ALWAYS BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
7.2. DEALYOOP DOES NOT WARRANT THAT YOUR ACTIVITIES IN CONNECTION WITH OR USE OF THE SITE OR THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, DEALYOOP SPECIFICALLY DISCLAIMS SUCH WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW. BY USING THE SITE OR THE SERVICE, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACCESS AND ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITE OR THE SERVICES, OR THE OFFERS AND VOUCHERS MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE. FURTHER, DEALYOOP AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, AS WELL AS IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR PERFORMANCE.
7.3. WHERE ANY JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET FORTH ABOVE, THE DISCLAIMER WILL NOT APPLY TO THE EXTENT LIMITED BY THE APPLICABLE LAW OF SUCH JURISDICTION.
8.1. WITHOUT LIMITATION OF ANYTHING ELSE SET FORTH IN THESE TERMS OF SERVICE, DEALYOOP FURTHER LIMITS ITS LIABILITY IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICE AS SET FORTH BELOW:
8.1.1. UNDER NO CIRCUMSTANCES SHALL DEALYOOP, ITS SUBSIDIARIES OR AFFILIATES, OR THE DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES OF EACH OF THEM (COLLECTIVELY, THE “DEALYOOP ENTITIES AND INDIVIDUALS”) BE LIABLE TO YOU FOR ANY INDIRECT LOSS OR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (1) THE SITE OR THE SERVICE OR ANY OFFER; (2) THE USE OF, INABILITY TO USE, OR PERFORMANCE OF ANY THIRD PARTY PRODUCTS OR SERVICES; (3) THE LEGALITY, ACCURACY, QUALITY OR AUTHENTICITY OF CONTENT, INFORMATION, ADVERTISEMENTS, SERVICES OR PRODUCTS PROVIDED BY ANY THIRD PARTY; (4) ANY ERRORS OR OMISSIONS IN THE TECHNICAL OPERATION OF THE SITE OR SERVICE, EVEN IF FORESEEABLE OR EVEN IF ENTITIES AND INDIVIDUALS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR STRICT LIABILITY. IN ADDITION, DEALYOOP’S LIABILITY TO YOU FOR DIRECT DAMAGES FOR ANY CLAIM RELATED TO ANY OF THE FOREGOING SHALL BE CAPPED AT THE AMOUNT WHICH YOU HAVE ACTUALLY PAID TO DEALYOOP IN CONJUNCTION WITH THE OFFER UNDER WHICH SUCH CLAIM FIRST AROSE. NOTHING IN THESE TERMS OF SERVICE LIMITS OR EXCLUDES BUYWITHME’S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY ITS PROVEN NEGLIGENCE; (B) THE TORT OF DECEIT; OR (C) ANY LIABILITY TO THE EXTENT IT CANNOT BE LIMITED OR EXCLUDED BY LAW.
8.1.2. THE DEALYOOP ENTITIES AND INDIVIDUALS ARE NOT RESPONSIBLE FOR ANY DAMAGE TO ANY USER’S COMPUTER, HARDWARE, COMPUTER SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION.
8.1.3. YOUR ACCESS TO AND USE OF THE SITE AND SERVICE IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THE SITE OR THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SITE AND THE SERVICES.
8.1.4. YOU RECOGNIZE AND CONFIRM THAT IF YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF DEALYOOP’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF THE SITE OR THE SERVICE.
9.1. Merchant agrees to indemnify, defend, and hold harmless Dealyoop and each of its officers, directors, owners, employees, and agents from and against all third party actions, suits, losses, liabilities, claims, expenses, damages, and costs of every kind and description including reasonable legal fees (collectively, “Losses”) arising out of (i) a material breach of any of its representations, warranties or covenants set forth these Terms; (ii) any claim resulting from injury or death as a result of services or goods offered by the Merchant, or (iii) any claim resulting from the Merchant’s breach of applicable law, negligence or willful misconduct. This obligation survives the termination or expiration of all Offers.
9.2. You hereby release Dealyoop, its subsidiaries, affiliates, sponsors and advertisers, and their respective owners, officers, managers, members, agents and employees from any liability in connection with, and shall indemnify, defend and hold all of them harmless with respect to, any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys’ fees arising out of or in connection with your violation of these Terms or any law, rule or regulation. You will cooperate as fully and reasonably as required by Dealyoop in the defense of any claim.
10.2 By using this Site, you agree that (1) any claim, dispute, or controversy you may have against Dealyoop arising out of, relating to, or connected in any with these Terms, the Site, any Service, any offer or the purchase or sale of any Voucher(s), shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA“) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA (“Rules and Procedures“); (2) the arbitration shall be held at a location determined by the AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and Dealyoop; (3) the arbitrator shall apply Massachusetts law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (4) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Dealyoop will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (5) ANY CLAIMS BROUGHT BY YOU MUST BE BROUGHT YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; AND (6) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON”S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. With the exception of subparts (5) and (6) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (5) or (6) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Dealyoop shall be entitled to arbitrate their dispute. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The parties agree that the arbitrators shall have the power to award damages, injunctive relief and reasonable attorneys” fees and expenses to any party in such arbitration. For more information on AAA and its Rules and Procedures, you may visit the AAA website at http://www.adr.org.
11.1. These Terms of Service and the interpretation of these Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the principles of conflict of laws. You irrevocably submit to the exclusive jurisdiction of the federal and state courts located in the Commonwealth of Massachusetts. Except for a misuse or infringement of DEalyoop’s intellectual property, any and all disputes, controversies and claims arising out of or relating to these Terms, the Vouchers, any Offer, the services related thereto, or concerning the respective rights or obligations of the parties hereto shall be settled and determined by arbitration before a panel of one (1) arbitrator pursuant to the Commercial Rules then in effect of the American Arbitration Association. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The parties agree that the arbitrators shall have the power to award damages, injunctive relief and reasonable attorneys’ fees and expenses to any party in such arbitration. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, but without giving effect to its laws or rules relating to conflicts of laws.
11.2. Any other rules, restrictions, guidelines and terms and conditions that may be posted or made available in connection with a particular feature on the Site or Service are incorporated by this reference into these Terms for all purposes.
11.3. You are solely responsible for compliance with applicable laws, rules, and regulations in connection with your use of the Site and Service.
11.5. Except as otherwise explicitly provided for in Section 10.2 hereof, if any provision of these Terms shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such provision shall be deemed severable, and such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision of these Terms
11.6. If any provision of these Terms shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such provision shall be deemed severable, and such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision of these Terms.
11.7. No waiver on the part of Dealyoop of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of Dealyoop.
11.8. Nothing in these Terms are intended to confer on any third party (whether referred to in the Terms by name, class, description or otherwise) any benefit or any right under any legislation in any country to enforce any provisions of these Terms. This means that Buyer’s may not sue Merchants directly for breach of these Terms and vice versa.
12.1. Dealyoop respects the intellectual property of others, and we ask our Users to do the same. Dealyoop may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of Users who may be repeat infringers. 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 provide Dealyoop’s copyright agent the following information:
Dealyoop's agent for notice of claims of copyright or other intellectual property infringement can be reached as follows: