Qupify: terms-and-conditions

Terms and Conditions

1.1 This is a legal document which is the agreement between you, the Customer (whom we refer to as “you,” “your,” or the “Customer” in this document) and us.
1.2 Kindly read this agreement carefully. By browsing, accessing, or using this website or by using any facilities or services made available through it or by transacting through or on it, you are agreeing to the terms and conditions that appear below (all of which are called the “Agreement”). This Agreement is made between you and us.
1.3 These Terms and Conditions were made on April 25, 2020 (version 1). We reserve the right to amend these terms and conditions at any time. All amendments to these terms and conditions will be posted online. You may terminate this Agreement by written notice to us (by post or by email at (insert email here)) if you do not wish to be bound by such new terms and conditions. However, continued use of the Service or the Website or a Coupon will be deemed to constitute acceptance of the new terms and conditions.
1.4 Your statutory rights: As a consumer, nothing in this Agreement affects your non-excludable statutory rights.
2. DEFINITIONS
2.1 In this Agreement, we use various defined terms. You will know they are defined because they begin with a capital letter. This is what they mean:
2.1.1 “Merchant” means a third-party seller of goods and services for which a Coupon can be redeemed.
2.1.2 “Microsite” means an auxiliary website that is supplementary to our main website.
2.1.3 “Purchase” means the purchase of a Coupon.
2.1.4 “Register” means sign up or create an account on the Website. (Registration means the action of creating an account.)
2.1.5 “Service” means all or any of the services provided by Qupify through the Website (or via other electronic or other communication from Qupify) including the information services, content, and transaction capabilities on the Website (including the ability to make a Purchase).
2.1.6 “Coupon” means a coupon which is subject to terms and conditions, which, if purchased by you, allows you (i.e., the purchaser of it but not anyone else) to redeem it at a particular Merchant in exchange for the Coupon Products offered by that Merchant.
2.1.7 “Coupon Products” means goods and/or services offered by a Merchant and described as part of a coupon.
2.1.8 “Website” means the qupify.com website.
2.1.9 “Referrer” a person who signed up as a premium shopper or premium business partner on Qupify.
2.1.10 “Referral Link” means a unique hyperlink provided to the Referrer, which he or she can send to a friend to Register or sign up as a premium shopper or premium business partner on Qupify.
2.1.11 “Premium Member” means a shopper or business partner who paid to register or sign up and enjoy the perks and benefits stated on the Website during the process of becoming a premium member.
3. GENERAL ISSUES ABOUT THIS WEBSITE AND THE SERVICE
3.1 Applicability of terms and conditions: Use of the Service and the Website and any Purchase are each subject to the terms and conditions set out in this Agreement.
3.2 Age: You must be 18 years of age or over for you to use the Website and/or the Service (whether with or without registration) and to make any Purchase.
3.3 Scope: The Website is for your non-commercial, personal use only and must not be used for business purposes. For the avoidance of doubt, scraping of the Website (and hacking of the Website) is strictly not allowed.
3.4 Prevention on use: At any given circumstance, if deemed necessary, we reserve the right to prevent you from using the Website and the Service (or any part of them) and to prevent you from making any Purchase.
3.5 Equipment: The Service and use of the Website and the making of any Purchase do not include the provision of a computer or other necessary equipment to access the Website or the Service or making of any Purchase. Internet connectivity and appropriate telecommunication links are required in using the Website or Service or to make a Purchase. We shall not be liable for any telephone costs, telecommunications costs, or other costs that you may incur.
4. REGISTRATION AND ACCOUNTS
4.1 Why to register: You do not need to Register to use much of the functionality of the Website or to access much of the Service. However, you must Register to make a Purchase from the Website. This is so that we can provide you with easy access to print your orders, view your past purchases, and modify your preferences. We reserve the right to decline a new Registration or to cancel an account at any time.
4.2 How to register: To Register or sign up, you need to provide your name, zip code, email address, payment details, and possibly some other personal information. Please see our Privacy Policy for more details about this.
4.3 Passwords: Once you finish Registration, we will allocate a password to you and your account. We strongly encourage you to keep the password confidential and immediately notify us if any authorized third party becomes aware of that password or if there is any unauthorized use of your email address or any breach of security known to you. You agree that any person to whom its username or password is disclosed is authorized to act as your agent for the purposes of using (and/or transacting via) the Service and Website. Please note that you are entirely responsible if you do not maintain the confidentiality of your password.
4.4 Valid email addresses: All accounts must be registered with a valid personal email address that you access regularly, so that, among other things, moderation emails can be sent to you. Accounts that registered with someone else’s email address or with temporary email addresses may be closed without prior notice. We may require users to re-validate their accounts if we believe they have been using an invalid email address.
4.5 Closing accounts: We reserve the right to close accounts if any user is seen to be using proxy IPs (Internet Protocol addresses) to attempt to hide the use of multiple registration accounts.
4.6 Multiple logins: If you use multiple logins for the purpose of disrupting a community or annoying other users, we may act against all your accounts.
5. PURCHASE OF COUPONS
5.1 Need for registration: Qupify sells Coupons via the Website that can be redeemed for Coupon Products from a Merchant. To make a Purchase from the Website, you must first Register.
5.2 Emails: As a condition of Purchase, we reserve the right to send you administrative and promotional emails. We may also send you information regarding your account activity and purchases, as well as updates about the Website and Service and Coupons, and other promotional offers. (You can always choose to opt-out of our promotional e-mails at any time by clicking the “unsubscribe” link at the bottom of any of such e-mail correspondence.)
5.3 When a Coupon transaction is complete: After you have went through the procedure for purchasing a Coupon, have confirmed your acceptance to these terms and conditions, and after we have taken payment, the transaction is complete (and a contract for Purchase is made) only when we send an email confirming and accepting your transaction. We keep a copy of the contract between us—and you are welcome to print out these terms and conditions from our website as a record.
5.4 Right to cancel: Once the Coupon has been purchased and paid, you can no longer cancel the transaction. You may, however, contact the seller and redeem the Coupon for another item with the same value.
5.5 This Agreement applies: By making a Purchase, you acknowledge that the Purchase is made subject to this Agreement.
5.6 Redemption: Once you have made a Purchase, you may redeem the coupon with the merchant online or at the Merchant’s store. The goods and services, and the Merchant where the Coupon can be redeemed will be stated on the Coupon. Any attempted redemption of a Coupon that is not consistent with this Agreement may render a Coupon void at our (or a Merchant’s) discretion.
5.7 Refund: All transactions (i.e., purchase of coupons for coupon products), are final. Thus, such transactions are no longer refundable.
5.8 RESPONSIBILITY: The Merchant, and not Qupify, is
5.8.1 the sole supplier of the Coupon Products, name of the offers, images, fine print, and description;
5.8.2 solely responsible for supplying you with the Coupon Products and for the Coupon Products themselves; and
5.8.3 solely responsible for redeeming any Coupon you Purchase from us. Any terms or conditions for the product or service that you purchase using our payment facility is strictly between you and the merchant. Qupify shall not be held liable for the merchant’s failure to deliver the said product or service as advertised. Furthermore, you hereby release and hold harmless Qupify from all liability arising from the payment you are about to make, as all liability shall reside with the merchant.
5.9 We do not act as agent for the Merchant. For example, where a Coupon Product includes the selling and/or supplying of alcohol, that sale and/or supply is made by the Merchant and not by us. Thus, the Merchant is responsible for complying with all applicable laws relating to that sale/supply. In addition, where a Coupon Product includes the sale/supply of travel services and/or arranges for another person a rite of passage, the supply of services and/or arrangements is made by the Merchant and not by us, and the Merchant is responsible for complying with all applicable laws relating to the travel services/rite of passage.
5.10 Restrictions: (i) Reproduction, sale, resale, or trade of a Coupon is strictly prohibited. Any attempt to carry out any of these may void the Coupon at our discretion; (ii) The Coupon must only be redeemed for Coupon Products. If the Merchant allows the Coupon to be redeemed for goods and services that are not Coupon Products, there will be no entitlement to a credit, cash, or new Coupon equal to the difference between the value of the Coupon Products and the value of the goods and services provided by the Merchant to you upon redemption of the Coupon. Also, Coupons are redeemable in their entirety only and may not be redeemed incrementally.
5.11 Combination: The Coupon cannot be combined with any other promotions, coupons, third party certificates, coupons, and/or senior citizen discounts.
5.12 Lost/stolen coupons: Neither we nor the Merchant will be held responsible for lost or stolen Coupons or Coupon reference numbers.
5.13 Expiry: The Coupon (including, but not limited to, any discounts provided by the Coupon) expires on the date specified on the Coupon. However, upon the expiration of the coupon, you are still able to use the discounts to purchase products for the nominal value. In doing so, you still acknowledge that your purchase is made subject to this Agreement.
5.14 Status of coupons: All Coupons are promotional and are offered for Purchase. These Coupons are subject to this Agreement and to any terms and conditions of the relevant Merchant.
6. YOUR OBLIGATIONS
6.1 Merchant terms: Merchants will have their own applicable terms and conditions, in relation to their own supply of their goods and services. Thus, you agree to (and shall) abide by those terms and conditions. The responsibility to do so is yours alone.
6.2 Accurate information: You warrant that all information provided on Registration and contained as part of your account during the course of this Agreement is true, complete, and accurate. Furthermore, you will promptly inform us of any changes to such information by updating the details in your account.
6.3 Content on the Website and Service and Coupons: It is your sole responsibility to ensure that any products, services, or information available through the Website or the Service meet your specific requirements.
6.4 PROHIBITED ACTS: Without limitation, you undertake not to use or permit anyone else to use the Service or Website for the following:
6.4.1 sending or receiving any material which is not civil or tasteful;
6.4.2 sending or receiving any material which is threatening, grossly offensive, of an indecent, obscene or menacing character, blasphemous or defamatory of any person, in contempt of court or in breach of confidence, copyright, rights of personality, publicity or privacy or any other third-party rights;
6.4.3 sending or receiving any material that you have obtained without all necessary licenses and/or approvals (from us or third parties); or which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party in any country in the world;
6.4.4 sending or receiving any material which is technically harmful (including computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data);
6.4.5 causing annoyance, inconvenience, or needless anxiety;
6.4.6 intercepting or attempting to intercept any communications transmitted through a telecommunication system;
6.4.7 for a purpose other than which we have designed them or intended them to be used;
6.4.8 for any fraudulent purpose;
6.4.9 other than in conformance with accepted Internet practices and practices of any connected networks; or
6.4.10 in any way which is calculated to incite hatred against any ethnic, religious or any other minority or is otherwise calculated to adversely affect any individual, group, or entity.
6.5 Forbidden uses: The following uses of the Service (and Website) and Coupons are expressly prohibited, and you undertake not to do (or to permit anyone else to do) any of the following:
6.5.1 reselling the Service (or Website) or any Coupons;
6.5.2 furnishing any false data including false names, addresses and contact details and fraudulent use of credit/debit card numbers;
6.5.3 attempting to bypass our security or network including accessing data not intended for you, attempting an unauthorized access to a server or account, or probing the security of other networks (such as running a port scan);
6.5.4 accessing the Service (or Website) in such a way as to, or commit any act that would or does, impose an unreasonable or disproportionately large load on our infrastructure;
6.5.5 executing all forms of network monitoring which will intercept data not intended for you;
6.5.6 sending unsolicited mail messages, including the sending of “junk mail” or other advertising material to individuals who did not specifically request such material. Also, you are explicitly prohibited from sending unsolicited bulk mail messages which include bulk mailing of commercial advertising, promotional or informational announcements, and political or religious tracts. Such material may only be sent to those who have explicitly requested it. If a recipient asks to stop receiving email of this nature, you are to stop sending that person any further email;
6.5.7 creating or forwarding “chain letters” or other “pyramid schemes” of any type, whether or not the recipient wishes to receive such mailings;
6.5.8 sending any malicious email, including spamming a user or site with very large or numerous emails;
6.5.9 engaging into fraudulent interactions or transactions with us or a Merchant (which shall include entering into interactions or transactions purportedly on behalf of a third party where you are unauthorized to bind that third party or you are pretending to be a third party);
6.5.10 using the Service or Website (or any relevant functionality of either of them) in breach of this Agreement;
6.5.11 using, or forging, of mail header information without authorization;
6.5.12 engaging in any unlawful activity in connection with the use of the Website and/or the Service or any Coupon; or
6.5.13 engaging in any conduct which, in our exclusive reasonable opinion, restricts or inhibits any other customer from properly using or enjoying the Website and Service.
7. RULES ON USE OF THE SERVICE AND THE WEBSITE
7.1 We will use reasonable endeavors to correct any errors or omissions as soon as practicable after being notified of them. However, we do not guarantee that the Service or the Website will be free of faults (or Coupons will be free of error), and we do not accept liability for any errors or omissions. In the event of an error or fault, you should report it by email to: (insert email address here).
7.2 We do not warrant that you use the Service or the Website with interruption and we do not warrant that any information (or messages) transmitted via the Service or the Website will be transmitted accurately, reliably, in a timely manner or at all.
7.3 We do not warrant that the Service or the Website is free from viruses or anything else which may cause any harmful effect on any technology.
7.4 Moreover, although we will try to allow uninterrupted access to the Service and the Website, access to the Service and the Website may be suspended, restricted, or terminated at any time.
7.5 We reserve the right to change, modify, substitute, suspend or remove without notice any information or Coupon or service on the Website or forming part of the Service from time to time. There may also be occasional restrictions in accessing the Service or Website to allow repairs, maintenance, or the introduction of new facilities or services. We will attempt to restore such access as soon as we reasonably can. We are not responsible for functionality, which is dependent on your browser or other third-party software to operate (including, without limitation, RSS feeds). For the avoidance of doubt, we may also withdraw any information or Coupon from the Website or Service at any time.
7.6 We reserve the right to block access to and/or to edit or remove any material which in our reasonable opinion may give rise to a breach of any of this Agreement.
8. SUSPENSION AND TERMINATION
8.1 If you use (or anyone other than you, with your permission uses) the Website or Service or a Coupon in violation of this Agreement, we may suspend your use of the Service and/or Website (in whole or in part) and/or a Coupon.
8.2 If we suspend the Service or Website or a Coupon, we may refuse to restore the Service or Website or Coupon until we receive an assurance from you, in a form we deem acceptable that there will be no further breach of the provisions of this Agreement.
8.3 Qupify shall fully cooperate with any law enforcement authorities or court order requesting or directing Qupify to disclose the identity or locate anyone in breach of this Agreement.
8.4 Without limitation to anything else in this Clause 8, we shall be entitled immediately or at any time (in whole or in part) to i) suspend the Service and/or Website, ii) suspend your use of the Service and/or Website, iii) suspend the use of the Service and/or Website for persons we believe to be connected (in whatever manner) to you, and/or iv) terminate this Agreement immediately if
8.4.1 you commit any violation of this Agreement;
8.4.2 we suspect, on reasonable grounds, that you have, might or will commit any violation of these terms; or
8.4.3 we suspect, on reasonable grounds, that you may have done or be doing any fraudulent action against us or any person.
8.5 Notwithstanding anything else in this Clause 8, we may terminate this Agreement at any time.
8.6 Our right to terminate this Agreement shall not prejudice any other right or remedy we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.
9. INDEMNITY
9.1 You shall indemnify us against each loss, liability or cost incurred by us arising out of:
9.1.1 any claims or legal proceedings which are brought or threatened against us by any person arising from your use of the Service or Website, the use of a Coupon, and the use of the Service or Website through your password; or
9.1.2 any breach of this Agreement by you.
10. STANDARDS AND LIMITATION OF LIABILITY
10.1 We warrant that
10.1.1 we will exercise reasonable care and skill in performing any obligation under this Agreement, and
10.1.2 we have the right to sell Coupon and that Coupons are of satisfactory quality and fit for their purpose.
10.2 This Clause 10 (and Clause 1.4) prevails over all other Clauses and sets forth our entire Liability, and your sole and exclusive remedies in respect of:
10.2.1 the performance, non-performance, purported performance, or delay in performance of this Agreement or the Service or Website (or any part of it or them); or
10.3 otherwise in relation to this Agreement or the entering into or performance of this Agreement.
10.4 We do not warrant, and we exclude all Liability in respect of:
10.4.1 the accuracy, completeness, fitness for purpose, or legality of any information accessed using the Service or Website or otherwise; and
10.4.2 the transmission or the reception of or the failure to transmit or to receive any material of whatever nature; and
10.4.3 your use of any information or materials on the Website (which is entirely at your own risk, and it is your responsibility);
10.4.4 Coupon Products for which Coupon may be redeemed and in respect of the quality, safety, usability, or any other aspect of the products or services.
10.5 Save as provided in Clause 10.3 but subject to Clause 10.6, we do not accept and hereby exclude any Liability for loss of or damage to your (or any person’s) tangible property other than that caused by our Breach of Duty.
10.6 Save as provided in Clause 10.3 but subject to Clauses 10.4.3 and 10.8, we shall only be liable for loss or damage to your (or another person’s) tangible property if said loss or damage was caused by us, our employees, subcontractors, or agents acting within the course of their employment during the performance of this Agreement. Neither corruption of data nor loss of data shall constitute physical damage to property for the purposes of this Clause 10.6.
10.7 Save as provided in Clauses 10.3 and 10.4.3, we do not accept and hereby exclude any Liability for Breach of Duty other than any such Liability arising pursuant to the terms of this Agreement.
10.8 Save as provided in Clause 10.3, we shall have no Liability for any loss which includes
10.8.1 revenue;
10.8.2 actual or anticipated profits;
10.8.3 contracts;
10.8.4 the use of money;
10.8.5 anticipated savings;
10.8.6 business;
10.8.7 opportunity;
10.8.8 goodwill;
10.8.9 reputation;
10.8.10 loss of, damage to or corruption of data; or
10.9 any indirect or consequential loss;
and such Liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of doubt, Clauses 10.8.1 to 10.8.10 apply whether such losses are direct, indirect, consequential, or otherwise.
10.10 The limitation of Liability under Clause 10.9 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement.
10.11 In this Clause 10:
10.11.1 “Liability” means liability in or for breach of contract, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including, but not limited to, liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and for the purposes of this definition, all references to “this Agreement” shall be deemed to include any collateral contract); and
10.11.2 “Breach of Duty” means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty).
11. DATA PROTECTION
11.1 Kindly see our Privacy Policy which forms part of this Agreement.
12. ADVERTISEMENTS
12.1 We may place advertisements in different locations on the Website and at different points during use of the Service. These locations and points may change from time to time, but we will always clearly mark which goods and services are advertisements (i.e., from persons other than us), so that it is clear to you which goods and services are provided on an objective basis and which are not (i.e., the advertisements).
12.2 You may choose to whether select or click on advertised goods and services.
12.3 Any advertisements may be delivered on our behalf by a third-party advertising company.
12.4 No personal data (such as your name, address, email address, or telephone number) will be used during the course of serving our advertising, but, on our behalf, our third-party advertiser or affiliate may place or recognize a unique “cookie” on your browser (see our Privacy Policy about this). This cookie will not collect personal data about you nor is it linked to any personal data about you. If you would like more information about this practice and to know your choices about not having this information used by any company, see our Privacy Policy about this.
13. LINKS TO AND FROM OTHER WEBSITES
13.1 Where the Website contains links to third party sites and to resources provided by third parties (together “Other Sites”), those Other Sites are merely linked to provide information only and are solely for your convenience. We have no control over and do not accept and we are not responsible for Other Sites or for the content or products or services of Other Sites (including, without limitation, relating to social networking sites such as Facebook) and we will not be held liable for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the website, you do so entirely at your own risk.
13.2 This qupify.com website may make available access to Microsites and if it does, it may do so within or otherwise through external hyperlinks.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 All intellectual property rights (including all copyright, patents, trademarks, service marks, trade names, designs, and other visual or non-literal elements whether registered or unregistered) in the Website and Service, (subject to Clause 14.4) information content on the Website or accessed as part of the Service, any database operated by us and all the website design, text and graphics, software, photos, video, music, sound, and their selection and arrangement, and all software compilations, underlying source code and software (including applets and scripts) shall remain our property (or that of our licensors). You shall not, and shall not attempt to, obtain any title to any such intellectual property rights. All rights are reserved.
14.2 Reproduction or redistribution of the materials listed in Clause 14.1 are strictly prohibited as well as copying, distributing, republishing, downloading, displaying, posting, or transmitting them in any form (including selling, renting, or sub-licensing). Said materials may also not be used to create derivative works. Furthermore, said materials may not be, in any way, exploited. All the actions mentioned here are strictly prohibited without our prior expressed, written permission. You may, however, retrieve and display the content of the Website on a computer screen, store such content in electronic form on disk (but not on any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy, or distribute or use for commercial purposes any of the materials or content on the Website without our permission.
14.3 All rights (including goodwill and, where relevant, trademarks) in the Qupify name are owned by us (or our licensors). Other product and company names mentioned on the Website are the trademarks or registered trademarks of their respective owners.
14.4 Title, ownership rights and intellectual property rights in and to the content accessed using the Service is the property of the applicable content owner or Merchant and may be protected by applicable copyright or other law. The Agreement gives you no rights to such content.
14.5 The authors of the literary and artistic works in the pages on the Website have asserted their moral rights to be identified as the author of those works.
14.6 Subject to Clause 14.7, any material you transmit or post or submit to the Website (or otherwise to us) shall be considered (and we may treat it as) non-confidential and non-proprietary, subject to our obligations under data protection legislation. If for some reason, any part of that statement does not work as a matter of law, then for anything which you supply to us from whatever source (i.e., via email, the Website or otherwise) you grant us a royalty-free, perpetual, irrevocable, non-exclusive right to use, copy, modify, adapt, translate, publish and distribute world-wide any such material.
14.7 All comments, suggestions, ideas, notes, drawings, concepts, or other information that is disclosed or offered to us by you, or in response to solicitations by us regarding the Service or the Website (in each foregoing case, these are called “Ideas”) shall be deemed to be and shall remain our property and you hereby assign by way of present and future assignment all intellectual property rights in Ideas, to us. You understand and acknowledge that we have both internal resources and other external resources which may have developed or may, in the future, develop ideas identical to or similar to Ideas and that we are only willing to consider Ideas on these terms. In any event, any Ideas are not submitted in confidence, and we assume no obligation, express or implied by considering it. Without limitation, we shall exclusively own all now known or hereafter existing rights to the Ideas of every kind and nature throughout the world and shall be entitled to unrestricted use of the Ideas for any purpose whatsoever, commercial, or otherwise without compensation to the provider of the Ideas.
15. REFERRAL PROGRAM
15.1 Participation. To participate in the Program, one should Register or sign up as a Premium Member on Qupify. A premium member could either be a premium shopper or premium business partner who agreed to the terms and contract with Qupify upon Registration.
15.2 The Premium Member has the ability and advantage to refer other shoppers and businesses on the Website using the unique link exclusively provided by Qupify.
15.3 Only the premium members can refer other shoppers and businesses and earn on top of their extra savings (applies to premium shoppers) or monthly revenue (applies to premium business partners).
15.4 The Referrer shall see the name of the referred person and the type of subscription he or she signed up as on Qupify.
15.5 By participating in the Program, the Referrer agrees to these Terms and Conditions, including the payout schedule, privacy policy, and possible updates on the website.
16. GENERAL
16.1 Interpretation: In this Agreement:
16.1.1 words denoting persons includes natural persons, partnerships, limited liability partnerships, bodies of corporate and unincorporated associations of persons;
16.1.2 clause headings such as (“16. GENERAL” at the start of this Clause) and clause titles (such as “Interpretation:” at the start of this Clause 16.1) are purely for ease of reference and do not form part of or affect the interpretation of this Agreement; and
16.1.3 references to “include” and “including” shall be deemed to mean respectively “include(s) without limitation” and “including without limitation.”
16.2 No partnership/agency: Nothing in this Agreement shall be construed to create a joint venture, partnership, or agency relationship between you and us and neither party shall have the right or authority to incur any liability debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.
16.3 No other terms: Except as expressly stated in this Agreement, all warranties, conditions, and other terms, whether express or implied, by statute, common law, or otherwise are hereby excluded to the fullest extent permitted by law.
16.4 Assignment: You may not assign or delegate or otherwise deal with all or any of your rights or obligations under this Agreement. We shall have the right to assign or otherwise delegate all or any of our rights or obligations under this Agreement to any person.
16.5 Force majeure: We shall not be liable for any breach of our obligations under this Agreement where we are hindered or prevented from carrying out our obligations by any cause outside our reasonable control, including by lightning, fire, flood, extremely severe weather, strike, lock-out, labor dispute, act of God, war, riot, civil commotion, malicious damage, failure of any telecommunications or computer system, compliance with any law, accident (or by any damage caused by any of such events).
16.6 Entire agreement: This Agreement (and our Privacy Policy) contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently or was as to a matter fundamental to a party’s ability to perform this Agreement) and that party’s only remedies shall be for breach of contract as provided in this Agreement. However, the Service is provided to you under our operating rules, policies, and procedures as published from time to time on the Website.
16.7 No waiver: No waiver by us of any default of yours under this Agreement shall operate or be construed as a waiver by us of any future defaults, whether or alike or different character. No granting of time or other forbearance or indulgence by us to you shall in any way release, discharge or otherwise affect your liability under this Agreement.
16.8 Notices: Unless otherwise stated within this Agreement, notices to be given to either party shall be in writing and shall be delivered by hand, electronic mail (other than, if you are sending a notice to us for the purpose of legal process) sent by fax or by pre-paid post, to you at the address you supplied to us or to us at our registered office.
16.9 Third party rights: All provisions of this Agreement apply equally to and are for the benefit of Qupify, its subsidiaries, any holding companies of Qupify, its (or their) affiliates, and its (or their) third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf (save that this Agreement may be varied or rescinded without the consent of those parties). Subject to the previous sentence, no term of this Agreement is otherwise enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
16.10 Survival: In any event, the provisions of Clauses 1, 2, 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 6.1, 9, 10, 14 and 16 of this Agreement, together with those provisions that either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall survive termination of the Agreement. In the event you use the Website or Service again, then the provisions of the terms and conditions that then apply will govern your re-use of the Website or Service. In the event you use Coupons bought under this Agreement, then those provisions applicable to Coupons will survive termination of this Agreement.
16.11 Severability: If any provision of this Agreement is held to be unlawful, invalid, or unenforceable, that provision shall be deemed severed and where capable the validity and enforceability of the remaining provisions of this agreement shall not be affected.

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