Terms & Conditions
ACCEPTANCE OF TERMS OF SERVICE
1 By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.
2 Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.
3 These Terms of Service apply to all users of the Services, including, without limitation, registered and unregistered users.
ELIGIBILITY
You represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these terms of service or use of the services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
REGISTRATION
To sign up for the services, you must register for an account on the services (an "account"). You must provide accurate and complete information and keep your account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your account, and for keeping your account password secure. You may never use another person's user account or registration information for the services without permission. You must notify us immediately of any change in your eligibility to use the services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your account. You should never publish, distribute or post login information for your account. You shall have the ability to delete your account, either directly or through a request made to one of our employees or affiliates.
CONTENT DEFINITION
For purposes of these terms of service, the term "content" includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the services. You acknowledge that all content accessed by you using the services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any content you access on or through the services is or will continue to be accurate.
NOTICES AND RESTRICTIONS
The services may contain content specifically provided by us or our partners and such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through the services.
USER LICENSE
Subject to these terms of service, we grant each user of the services a worldwide, non-exclusive, non-sub-licensable and non-transferable license to use (i.e., to download and display locally) content solely for purposes of using the services. Use, reproduction, modification, distribution or storage of any content for other than purposes of using the services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any content for commercial use or in any way that violates any third party right
AVAILABILITY OF CONTENT
We do not guarantee that any content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any content from the services.
RULES OF CONDUCT
As a condition of use, you promise not to use the services for any purpose that is prohibited by these terms of use. You are responsible for all of your activity in connection with the services.
1 You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or "spam" on the Services; (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site; (vi) harvest or scrape any Content from the Services; (vii) distribute information you know is false, misleading, untruthful, unlawful, or inaccurate, (viii) upload any software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; or (ix) otherwise take any action in violation of our guidelines and policies.
2 You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
3 We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
4 All orders of our products must be for personal use only. By purchasing our products, you hereby agree not to resell or distribute such products for any commercial purposes. If we have reason to believe that your order is not for personal use, we reserve the right to reject or cancel any order that you place.
THIRD PARTY SERVICES
The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
PAYMENTS AND BILLING PAID SERVICES
Certain of our Services, including the purchase of any products offered by us, may be subject to payments now or in the future (the "Paid Services"). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.
BILLING
We use a third-party payment processor (the "Payment Processor") to bill you through a payment account linked to your Account on the Services (your "Billing Account") for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your "Payment Method"). You agree to make payments using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
PAYMENT METHOD
The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
CURRENT INFORMATION REQUIRED
YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT WWW.BESTWELLNESSNYC.COM. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
CHANGE IN AMOUNT AUTHORIZED
If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
REAFFIRMATION OF AUTHORIZATION
Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your payment method for that paid service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
TERMINATION
We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services. Any fees paid hereunder are non-refundable. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
WARRANTY DISCLAIMER
We have no special relationship with or fiduciary duty to you. You acknowledge that We have no duty to take any action regarding:
1 which users gain access to the services;
2 what content you access via the services; or
3 how you may interpret or use the content.
You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.
THE SERVICES AND CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
INDEMNIFICATION
You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Services or Content in violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
LIMITATION OF LIABILITY
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF the greater of (A) fees paid to us for the particular Services during the immediately previous three (3) month period or (B) $500.00.
GOVERNING LAW AND JURISDICTION
These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York, NY.
MODIFICATION
We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the services following notification of any changes to these terms of service constitutes acceptance of those changes.
MISCELLANEOUS ENTIRE AGREEMENT AND SEVERABILITY
These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder
FORCE MAJEURE
We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
ASSIGNMENT
These Terms of Service are personal to you, and are not assignable, transferable or sub-licensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
COUPON CODES
Coupon codes have no cash value and cannot be redeemable for cash, and cannot be combined with any other offers. Limit one coupon code per order. Coupon codes generally expire and are no longer valid for redemption 90 days after their date of generation, but certain coupon codes may have their own redemption period as specified in connection with the coupon code itself. The unauthorized reproduction, resale, modification, or trade of coupon codes is prohibited. Coupon codes are void where prohibited, taxed or restricted. BEST Enterprises, LLC reserves the right to change or limit coupon codes in its sole discretion.
AGENCY
No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
NOTICES
Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to info@bestwellnessnyc.com.
NO WAIVER
Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
HEADINGS
The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.
CONTACT
You may contact us at the following address:
BEST Wellness, LLC | 1562 First Avenue, Ste. 243, New York, NY 10028.
Effective Date of Terms of Service: April 16, 2016
Layby Terms, agreements and contract
Lay-Buy Financial Solutions Pty Ltd trading as www.lay-buys.com has identified core principles we believe are integral and imperative for all Lay-Buy agreement deals transacted through our PUT IT ON LAY-BUY checkout payment option to be fair and reasonable per the Fair Trading Act 1999.
The following principles below therefore make up the Terms & Conditions for any Lay-Buy or Layby contract and related transactions entered into. This applies to all and any lay-by contract template utilized by both the vendor or consumer:
-
Record of Payment
A record of payments transaction history will always be available for both the merchant and buyer, recording all amounts paid to-date and the date and value of all future pending payments as per your agreed lay-by policy. -
Storage and Identification of Lay-Buy Products
Product’s on Lay-Buy will be set aside and stored separately to other products. Products will be clearly identified as ‘Lay-By contract’ products by a number or some other identification. -
Cancellation of Lay-Buy by Buyer
The buyer may cancel their LayBy agreement form at any time prior to delivery of products and on delivery of products if the products are damaged by so advising seller in writing or if seller agrees, orally.If a buyer cancels a Lay-Buy, seller will, if so requested by the seller, give the buyer a “cancellation statement” which sets out-
a) The purchase price of the products; and
b) Advise customer of the cancellation fee payable to seller under all Lay-By terms and conditions; and
c) The total amount paid under the Lay-Buy; and
d) Any amount owing to either the buyer or seller under the layby terms on the cancellation of the Lay-Buy.If seller does not accept the buyer’s oral cancellation it is obliged to give/send the buyer a duly completed Lay-By Form of Cancellation immediately. -
Cancellation of Lay-Buy by Seller
The seller under a Lay-Buy must not cancel it unless –
a) The buyer breaches a term of the Lay-Buy; or
b) The seller stops trading; or
c) The products are no longer available -
Cancellation on breach by Buyer
If a buyer has breached a term of a Lay-Buy and seller intends to cancel the Lay-Buy, before doing so seller must –
a) Give the buyer notice of seller’s intention to cancel the Lay-Buy; and
b) Allow the buyer at least 14 days within which to rectify the breach; and
c) The notice to be given has to be:I) in writing, sent to the buyer’s last known address, or, if the buyer so agrees, orally; and
II) must specify the breach of the Lay-Buy for which the Lay-Buy is being cancelled; and
III) must state the time within which the buyer must rectify the breach;
IV) must state the matters listed per below:* the purchase price of the products;
* all cancellation charges payable under the agreement; and
* the total amount paid under the Lay-Buy;
* any amount owing to either the buyer or seller under the terms of the Lay-Buy on the cancellation of the Lay-Buy.The Lay-Buy is cancelled at the end of the period specified in the notice unless the buyer rectifies the breach before then or Seller agrees not to cancel it. -
Cancellation where business closes
If Seller under a Lay-Buy agreement proposes to stop trading before the agreement is completed, Seller must give notice of the proposal to the buyer and must either –
(a) allow the buyer 7 days within which to complete the agreement; and
(b) cancel the Lay-Buy -
Cancellation where products not available
If the products are no longer available, Seller must cancel the Lay-Buy and refund all monies to the buyer. -
Effect of Cancellation
Subject to the above, when a Lay-Buy is cancelled by either party, Seller must refund all money paid within 14 days less a AUD $25 cancellation fee. There are circumstances which prohibit Seller from keeping the cancellation charge. These include but are not limited to, situations where the products are damaged or not delivered or where Seller has breached a term of the Lay-Buy statement. -
Cancellation Charge
Seller shall charge the buyer a AUD $25 cancellation fee under the terms of all Lay-Buy deals. -
Banking Charges back Fees
The seller shall be entitled to pass-on to the buyer all charge back fees received by any given bank for any given customer charge back from any given Lay-Buy deal. -
Service Fee
Seller shall not charge the customer any interest charges, membership fee or service fee on any Lay-Buy sales transaction. Lay-Buy Financial Solutions Pty Ltd trading as www.lay-buys.com charge an admin fee, which is a once-off 1.9% of the total order value at checkout. The buyer will pay this amount to Lay-Buys at checkout at time of paying the down payment. This fee is an admin fee and is therefore not refundable. -
Lay-Buy Reporting
Seller shall have reporting in place for all Lay-Buy deals covering Down Payment made, Lay-Buy period, Frequency of payments required, Payment amount required per installment; and a full record of all payments made to-date (amount and date on which made). -
Delivery
The seller will only dispatch the buyer product/s after receiving the final installment payment for all Lay-Buy deals. -
MISCELLANEOUS
14.1 This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the representatives, successors and assigns of the parties hereto.
14.2 This Agreement may be amended only by a written instrument duly executed by all parties hereto.
14.3 The parties hereby represent and warrant that each of them has full legal right, power and authority to enter into this Agreement and to carry out its obligations hereunder.
14.4 This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
14.5 Article headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.