TERMS AND CONDITIONS FOR THE ONLINE SALE OF GOODS AND SERVICES FOR VENUE DEALS AND OCIETY PROMO CODES

LAST UPDATED: June 28, 2023

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. 

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. 

BY (A) MAKING AN OFFER FOR THE PURCHASE OF PRODUCTS AND SERVICES THROUGH THE APP, (B) PLACING AN ORDER FOR PRODUCTS OR SERVICES THROUGH THE APP, OR (C) ACCEPTING AND USING AN OCIETY PROMO CODE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU (A) MAKE AN OFFER, (B) PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, OR (C) ACCEPT AND USE A PROMO CODE ON BEHALF OF AN ORGANIZATION OR COMPANY YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS. 

YOU MAY NOT MAKE AN OFFER, ORDER OR OBTAIN PRODUCTS OR SERVICES, OR ACCEPT AND USE A PROMO CODE FROM THIS APP IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH OCIETY INC. (REFERRED TO AS “OCIETY” OR “US”, “WE”, OR “OUR” AS THE CONTEXT MAY REQUIRE), OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS APP OR ANY OF THIS APP’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

These terms and conditions (these “Terms“) apply to (a) offers of deals (“Deals“) by venues (“Venues“) to sell products and services to users (“Users“), (b) the purchase of products and services by Users from Venues by the acceptance of a Deal (“Orders“), and (c) accepting and using a Promo Code from Ociety for discounts on products and services from Venues (“Promo Code“) through www.ociety.com and/or the related Ociety application (the website and the application being referred to collectively herein as the “App“). These Terms are subject to change by Ociety without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the App. You should review these Terms prior to offering a Deal or placing an Order through this App. Your continued use of this App after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the Website Terms of Use that apply generally to the use of our App. You should also carefully review our Privacy Policy before offering a Deal, placing an Order, or accepting and using Promo Codes through this App.

1. Deals and Orders.

1.1. Ociety App is a Platform for Venues and Users. 

The App is a platform that allows Venues to offer Deals to Users and further allows Users to accept such Deals from Venues by placing an Order. If a Venue offers a Deal and if such Deal is accepted by a User by placing an Order, such transaction is a direct purchase and sale between the Venue and the User. The parties acknowledge and agree that such purchase and sale is a legally binding agreement between the Venue and the User. The terms of such agreement include the terms set forth in the Deal, and any other contractual terms accepted by both the Venue and the User to the extent such terms do not conflict with the terms in this Agreement, and do not expand Ociety’s obligations or Ociety’s rights under this Agreement. We are not a party to any such agreement and the formation of an agreement will not, under any circumstances, create an obligation on the part of Ociety except as provided in this Agreement.

VENUES ARE INDEPENDENT CONTRACTORS OF USERS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF OCIETY. OCIETY DOES NOT PROVIDE THE GOODS AND SERVICES PURSUANT TO A DEAL OR PURCHASE GOODS AND SERVICES PURSUANT TO AN ORDER. BY FACILITATING DEAL S AND ORDERS, OCIETY OPERATES AS AN ONLINE MARKETPLACE THAT CONNECTS VENUES TO OFFER DEALS AND USERS TO PLACE ORDERS.

VENUES AND USERS HEREBY ACKNOWLEDGE THAT OCIETY DOES NOT SUPERVISE, SCOPE, DIRECT, CONTROL OR MONITOR A VENUES’S GOOD AND SERVICES AND EXPRESSLY DISCLAIMS (TO THE EXTENT PERMITTED BY LAW) ANY RESPONSIBILITY AND LIABILITY FOR THE GOODS DELIVERED OR SERVICES PERFORMED IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE.

1.2. Deal Acceptance and Cancellation. If you are a Venue, you agree that your Deal made available to Users is an offer to sell, under these Terms, all products and services listed in your Deal. Once accepted by a User by placing an Order, your Deal is irrevocable, and you agree to honor all Deals so accepted by Users. 

1.3. Order Acceptance and Cancellation. If you are a User, you agree that your Order is an acceptance of the Deal and that you agree to buy, under these Terms, all products and services listed in your Order in accordance with the terms and conditions of the Deal. All Orders must be accepted by us or we will not be obligated to facilitate the sale of the products or services between you and the Venue. We may choose not to accept Orders at our sole discretion, even after we send you a confirmation with your order number and details of the items you have ordered. Except for any products and services designated on the App as final sale or non-cancellable, once you have placed an Order, you may cancel your Order and request a refund at any time prior to expiration of the Deal. See Section 1.5 (Credits and Refunds). 

1.4. Prices and Payment Terms. 

(a) All Deals posted on this App are subject to termination by us, in our sole discretion, without notice. The price charged for a product or service will be the price in effect at the time the Order is placed and will be set out in your Deal and Order confirmation email and/or Ociety wallet. Any price increases will only apply to Orders placed after such changes. Posted prices will include taxes or other charges or other charges as determined by the Venue. All charges will be added to the User’s total cost and will be itemized in your Order confirmation email or Ociety wallet. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability of a Deal. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any Orders arising from such occurrences.

(b) Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an Order. A User may pay for a Deal with cash, payable via credit card, and/or with Credits (defined below) from the User’s Ociety Wallet. “Credits” refer to the cash value maintained in a User’s Ociety Wallet and include (i) the cash value granted to a User from Ociety (e.g., credits for referring a friend to the App) and (ii) the cash value of a refund from (x) an Order placed by a User and later cancelled prior to expiration and (y) an Order placed by a User for a Deal that later expires prior to requesting a refund or redemption by the User, except for any products and services designated on the App as final sale or non-cancellable. 

(c) As a User, you represent and warrant that (i) the credit card information and email address that you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the App at the time of your Order.

(c) We will remit payment to the Venue on specified payment dates, less our processing fee, only after (i) a Deal is offered by the Venue and accepted by a User through a valid and approved Order and (ii) the Order is honored by the Venue by delivering the products and services to the User in accordance with the Deal. Once a Deal is so offered, accepted, and redeemed, we no longer have any obligation to the Venue or the User with respect to the transaction.

(d) We reserve the right (but not the obligation) upon request from a Venue or User, or upon notice of any potential fraud, unauthorized charges or other misuse of the App, to place on hold any payment, or refund or provide Credits, or arrange for our payment service provider to do so.

1.5. Refunds and Credits. Except for any products and services designated on the App as final sale or non-cancellable, we will refund the User’s purchase price if the User requests a refund prior to expiration of the Deal as follows: 

(a) If the User purchases a Deal with cash, via a credit card, we will refund the purchase price, at the User’s election at the time of the refund, as either: (i) a full cash refund, payable to the User’s credit card, or (ii) a refund of the full cash value of the purchase price as Credits on the User’s Ociety Wallet; 

(b) If the User purchases a Deal with Credits, we will refund such Credits back to the User’s Ociety Wallet; 

(c) If the User purchases the Deal with a combination of cash and Credits, we will refund the cash portion of the purchase price at the User’s election in accordance with Section 1.5(a) above and refund such Credits back to the User’s Ociety Wallet in accordance with Section 1.5(b) above.

Except for any products and services designated on the App as final sale or non-cancellable, if a Deal is purchased by a User but expires prior to requesting a refund or redemption by the User, or if the Deal is no longer available from the Venue at the time of redemption or upon a bona fide mistake or operational error, we will automatically refund of the full cash value of the purchase price as Credits on the User’s Ociety Wallet. 

Credit refunds are processed within approximately one business day of the User’s request or the qualifying refund. Direct cash refunds are processed within approximately 5-10 business days of the User’s request for a refund. 

Once a Deal is purchased and redeemed by a User, we have no refund obligation to the User. If the User wants a refund after redemption, it must request such refund directly from the Venue. 

IF YOU DELETE YOUR ACCOUNT WHILE CREDITS REMAIN IN YOUR OCIETY WALLET, YOU WILL IMMEDIATELY FORFEIT SUCH CREDITS, AND NO FULL OR PARTIAL REFUNDS WILL BE ISSUED.

2. Refer-a-Friend Program. If a User refers a friend to the App, both the User and the friend will receive a reward, subject to these terms and conditions. To be eligible for such reward, a User must refer the friend through the Refer-a-Friend page on the App and the friend must both create an account on the App and accept and redeem a Deal. The friend will receive a discount on their first Deal and, once the friend has redeemed the Deal, the referring User will receive a Credit; provided, however, that they have an active account at the time the reward is issued. For the avoidance of doubt, the referring User will not receive a Credit if the friend cancels their Order and requests a refund prior to redemption. The amount of the discount and the amount of the Credit will be set forth in the App at the time of the referral but is subject to change by Ociety at any time. Ociety reserves the right to suspend, cancel, or modify the Refer-a-Friend Program at any time, without notice, and further reserves the right to deny or cancel a discount or a Credit issued under the program if Ociety suspects error, fraud, or abuse. 
3. Promo Codes. We may offer Promo Codes to Users from time to time, including Promo Codes      for downloading and creating an account on the App, or for other promotional purposes. Promo Codes are discounts on products and services from Venues where the discounted amount is paid directly by Ociety to the Venue and the User pays the balance. Promo Codes are subject to these Terms and the specific the terms and conditions applicable to such Promo Code at the time of acceptance, including, without limitation, the specific product or services to which the Promo Code applies, discount amount, expiration date, and other restrictions. Promo Codes are not Credits and cannot be sold or transferred and are not redeemable for cash and cannot be combined with any other Promo Codes or any other offer or discounts or promotions offered by Ociety or the Venue. All sales using a Promo Code are final and nonrefundable. 
4. Title and Risk of Loss. Title and risk of loss pass to the User upon delivery of the products and services by the Venue. We are not liable for any delays in delivery.
5. Payment Processor. We use a third-party payment processor (the “Payment Processor”) to bill and remit payments through a payment account linked to your App account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to this Agreement. Our current Payment Processor is Stripe, and your payments are processed by Stripe in accordance with Stripe’s terms of service and privacy policy. You agree to pay us and receive payments from us through the Payment Processor. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if the payment has already been requested or received.
6. Warranty and Disclaimers. We do not provide any warranties with respect to the products or services offered on our App. 

ALL PRODUCTS AND SERVICES OFFERED ON THIS APP ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. 

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. 

YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.

7. Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR APP. 

The limitation of liability set forth above shall only apply to the extent permitted by law.

8. Goods Not for Resale or Export. You represent and warrant that you are buying products or services from the App for your own personal or business use only, and not for resale. 
9. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, https://app.ociety.com/privacy-policy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the App.
10. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
11. Governing Law and Jurisdiction. This App is operated from the U.S. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.
12. Dispute Resolution and Binding Arbitration.

(a) YOU AND OCIETY INC. ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE APP, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

(b) The arbitration will be administered by the American Arbitration Association (“AAA“) in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified by this 12. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

(c) You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR OCIETY INC. WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

13. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this 5 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
14. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Ociety.
15. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
16. Notices.

(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the App. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

(b) To Us. To give us notice under these Terms, you must contact us as follows: by personal delivery, overnight courier, or registered or certified mail to Ociety Inc., 205 Hudson Street, New York, NY 10013, United States. We may update the address for notices to us by posting a notice on the App. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

17. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
18. Entire Agreement. Our order confirmation information, these Terms, our Website Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.