Website Terms & Conditions

Laybuy Holdings USA Inc
Website Terms of Use
Date: 4th August 2021

  1. Introduction
    1. These are the terms of use (“Terms”) for www.laybuy.com (“Site”). The Site is operated by or on behalf of Laybuy Holdings USA Inc (“Laybuy”, “we”, “us” and “our”). We are a Delaware corporation with an address at 1900 S. Norfolk Street, Suite 350, San Mateo, CA 94403.
    2. These Terms are a legal agreement between you or an entity that you are representing (“you” or “your”) and us. If you are accessing the Site on behalf of an entity (for example, a company, non-profit entity, university, or other business or organization), you represent to us that you have authority to bind that entity to these terms, and that entity accepts these terms, and the term “you” or “your” will apply to such entity.
    3. Your access or use of the Site will be subject to these terms and by using the Site you agree to be bound by them. The payment-related services we offer through the Site are provided subject to our Terms of Service. Use of your personal information submitted to or via the Site is governed by our Privacy and Cookies Policy.
    4. We reserve the right to change these terms from time to time by changing them on the Site and the changes will be effective when the revised Terms are posted by us, or when we notify you by other means consistent with these Terms. These Terms were last updated on 14 December 2020. Your continued use of the Site covered by the modified Terms indicates your agreement to the changes to the Terms. Please review these Terms on a regular basis, and please remain informed about the evolution of our Site and of these Terms.
    5. By accessing or using the Site, you agree to these Terms and any other agreements or policies referenced within these Terms. If you do not agree to these Terms, then you are not allowed to access or use the Site.
  2. Access to the Site
    1. The Site is intended for use only by persons who are at least 18 years of age and for persons residing in the United States of America and its territories (“US”). Consequently, by accessing or using the Site, you warrant and certify to us that: (i) you are accessing the Site solely within the US; (ii) you are not receiving any data relating to the Site from outside the US (including from the European Union), and you are not otherwise accessing any data through the Site from outside the US; (iii) you are not transmitting any data relating to the Site, or through the Site, outside the US (including to the European Union); (iv) you are at least 18 years, and you are not accessing the Site or using the Site on behalf of anyone whose age is under 18 years; and (v) you are not prohibited or restricted from accessing or using any aspect of the Site by any applicable law or regulation. If at any time you are not in full compliance with all foregoing provisions of this Section, you are in material violation of these Terms and you must immediately cease all use of, and access to the Site.
    2. It is your responsibility to ensure your equipment (computer, laptop, netbook, tablet or other mobile device) meets all the necessary technical specifications to enable you to access and use the Site and is compatible with the Site.
    3. We may, from time to time, restrict access to certain features, parts or content of the Site, or the entire Site, to users who have registered with us. You must ensure that any registration details you provide are accurate. If you choose, or you are provided with, a log-on ID (such as a username and password or other identifier) as part of our security procedures, you must treat such information as confidential and must not reveal it to anyone else. You are responsible for all activities that occur under your log-on ID and must notify us immediately of any unauthorized use or other security breach of which you become aware. We reserve the right to disable any log-on ID, at any time, if in our opinion you have failed to comply with any of the provisions of these terms or if any details you provide for the purposes of registering as a user prove to be false.
    4. We do not guarantee the continuous, uninterrupted or error-free operability of the Site. We may also change or discontinue the Site at any time, in whole or in part. There may also be times when certain features, parts or content of the Site, or the entire Site, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you. You agree that we will not be liable to you or to any third party for any unavailability, modification, suspension or withdrawal of the Site, or any features, parts or content of the Site.
    5. You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that we may use your telephone number for “multi-factor authentication” (“MFA”), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve us sending text messages containing security codes to your telephone number. You agree to receive these texts from us containing security codes as part of the MFA process. In addition, you agree that we may send text messages, SMS messages, pre-recorded voice messages, and other similar communications to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Site, or fulfilling a request made by you through the Site.
    6. If you opt in, or otherwise agree to allow us to send to you email, text, SMS or other similar communications for marketing or other commercial purposes nor directly related to the Site, you acknowledge and agree that we may continue to send you such communications until you opt out or otherwise revoke your consent. To opt out or revoke your consent for such communications, you will use the specific methods that we provide to you in connection with the respective communications, or you may contact us at the following address: help@laybuy.com.
    7. You acknowledge that the Site is subject to restrictions under applicable US export control laws, including US trade embargoes and sanctions and security requirements, and applicable country or local laws to the extent compatible with US laws. You agree that you will comply with these laws and regulations and will not export, re-export, import or otherwise make available products and/or technical data in connection with the Site and these Terms in violation of these laws, directly or indirectly.
  3. What you are allowed to do
    1. You may only use the Site for non-commercial use and only in accordance with these terms.
    2. You may retrieve and display content from the Site on a computer screen, print and copy individual pages and, subject to the next section, store such pages in electronic form. Additional terms may also apply to certain features, parts or content of the Site and, where they apply, will be displayed on-screen or accessible via a link.
  4. What you are not allowed to do
    1. Except to the extent expressly set out in these terms, you are not allowed to:
      1. 'scrape' content or store content of the Site on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all the content of the Site;
      2. remove or change any content of the Site or attempt to circumvent security or interfere with the proper working of the Site or the servers on which it is hosted; or
      3. create links to the Site from any other website, without our prior written consent , although you may link from a website that is operated by you provided the link is not misleading or deceptive and fairly indicates its destination, you do not imply that we endorse you, your website, or any products or services you offer, you link to (and do not frame or replicate) the home page of the Site, and the linked website does not contain any content that is unlawful, threatening, abusive, defamatory, pornographic, obscene, vulgar, indecent, offensive or which infringes on the intellectual property rights or other rights of any third party.
    2. You must only use the Site and anything available from the Site for lawful purposes (complying with all applicable laws and regulations), in a responsible manner, and not in a way that might damage our name or reputation or that of any of our affiliates.
    3. All rights granted to you under these Terms will terminate immediately if you are in breach of any of them.
  5. Intellectual property rights
    1. All intellectual property rights in any content of the Site (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos) are owned by us or our licensors. Except as expressly set out here, nothing in these Terms gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading content from the Site. In the event you print off, copy or store pages from the Site (only as permitted by these Terms), you must ensure that any copyright, trade mark or other intellectual property right notices contained in the original content are reproduced.
    2. We hold various trademarks, and some of our trademarks may be registered in one or more jurisdictions. You are not permitted to use any of our trademarks without our express written approval.
  6. Site features and content
    1. We may change the format, features and content of the Site from time to time. You agree that your use of the Site is on an 'as is' and 'as available' basis and at your sole risk.
    2. While we try to make sure that content on the Site consisting of information of which we are the source is correct, you acknowledge that the Site may make content available which is derived from a number of sources, for which we are not responsible. In all cases, information on the Site is not intended to amount to authority or advice on which reliance should be placed. You should check with us or the relevant information source before acting on any such information.
    3. Except as set out in our Terms of Service, to the extent they apply, we make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of the Site and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded and we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else using the Site or relying on any of its content.
    4. We do not guarantee that any content of the Site will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of content.
    5. Except to the extent that we expressly notify you in writing that our Site is compliant with specific laws, regulations or standards, and except with respect to laws and regulations with which our Site must inherently comply in the form made available to you under these Terms, the Site is not designed, rated, validated, audited, approved or otherwise intended to comply with any other law, regulation or standard (“Excluded” “Regulations”). For example, unless we notify you otherwise in writing, the aspects of our Site that you access are not compliant with the Payment Card Industry Data Security Standard (“PCI DSS”), Health Insurance Portability and Accountability Act (“HIPAA”), or various International Organization for Standardization (“ISO”) standards). You will not use the Site to upload, post, store, transmit, process, download, retrieve, transmit or otherwise process any of your User Submissions (as defined below) that requires compliance with, or is otherwise subject to any such Excluded Regulation. You must ensure that your User Submissions are not subject to, and does not require the Site to be compliant with, any Excluded Regulations. To the extent that you have entered into a separate agreement with us under which we assume any obligations with respect to any Excluded Regulations, such separate agreement will govern those obligations.
    6. Your access to the Site may be granted through a pass-through or shared login process, under which you use your login credentials for a platform operated by another party and we grant you access to the Site through those credentials. For example, we may make available to you an integration with a platform operated by a third party (e.g., Google, Facebook, etc.), and by using your login credentials from such platform, you may be logged into some aspect of the Site (e.g., through an OAuth or similar process). Since in this situation the login credentials are processed by a third party and data is transmitted between a third party and our Site, you understand that your login credentials may be compromised, stolen, misappropriated or otherwise corrupted, either on the third party’s platform, in transit, or within the Site. You consequently assume all responsibility and risk in connection with such pass-through login processes and the use of your login credentials from other platforms, including the risks that: (i) access to the Site using credentials from another platform may not work or may not be reliable; (ii) your login credentials from the other platform may be compromised, stolen or lost, and therefore your account for the Site; (iii) and/or your account for the services on the other platform, may be compromised or misappropriated and your data (both on the Site and on the other platform) may be corrupted, lost or stolen.
  7. User content
    1. The Site may, from time to time, allow you to upload user-generated content and may also allow you to communicate that content, either to selected recipients or in public areas, such as comments pages (“User Content Areas”). We do not control the material submitted to User Content Areas (collectively “User Submissions”), nor are User Content Areas actively moderated. You are solely responsible for the content of your User Submissions as submitted by you and acknowledge that all User Submissions express the views of their respective authors, and not our views.
    2. If you participate in any User Content Areas, you must keep your User Submissions relevant to the purpose of the User Content Area and the nature of any topic.
    3. User Submissions must not:
      1. contain, transmit, distribute, link to or otherwise make available, or advertise or promote any content that infringes any intellectual property rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, abusive, harassing, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), liable to cause anxiety, alarm or embarrassment, knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable (“Prohibited Content”);
      2. impersonate any person or entity or otherwise misrepresent your relationship with any person or entity;
      3. contain, transmit or distribute any unsolicited or unauthorized advertising, marketing or promotional material or other form of solicitation (spam); or
      4. transmit or distribute any virus and/or other code that has contaminating or destructive elements.
    4. You agree that, by submitting any User Submission, you grant us and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise commercialize such User Submission (in whole or part) and/or to incorporate it in other works in any form, media or technology, and you waive any moral rights you may have in, or to be identified as the author, of such User Submission.
    5. We reserve the right, in our sole discretion, to delete, edit or modify any User Submission submitted by you and/or to close any topic, at any time without notice to you.
    6. Complaints about the content of any User Submission must be sent to help@laybuy.com and must contain details of the specific User Submission giving rise to the complaint.
    7. You will retain ownership of User Submission, or to the extent that you do not own specific portions of such User Submission, you will retain your rights to such portions of such User Submission. Notwithstanding the foregoing, you grant to us a license: (i) during the term of these Terms, to provide to you the Site; (ii) during and after the term of these Terms, to use User Submission in accordance with the Privacy Policy and to otherwise operate, improve, expand and otherwise modify our Site and other products, software and services (e.g., to create directories or databases, facilitate business transactions between you and other customers of ours, organize content, make available information about you to other customers of ours in ways consistent with how we make available information about other customers of ours to you, etc.), and (iii) during and after the term of these Terms, to anonymize your User Submission in accordance with applicable laws and regulations and to use your User Submission in anonymized form (e.g., after we delete your personally identifiable information (“PII”), we may retain and continue to use your User Submission in anonymized form) to improve, expand and otherwise modify our Site and other products, software and services. The license that you are granting us in the foregoing clauses of this Section is nonexclusive, worldwide, perpetual and irrevocable. Further, you warrant to us that by processing your User Submission through the Site, or otherwise making available to us your User Submission in connection with the Site, you have the right, and you have obtained the right from any third parties that may have rights to any of your User Submission, to grant to us the license granted in these Terms. Notwithstanding the foregoing, please be assured that we will comply with any laws and regulations applicable while exercising the license granted to us in these Terms, including obligations under applicable privacy laws to safeguard your PII, limit use of your PII to the scope of the rights that you grant to us, and delete PII upon your request (in which case we may retain and continue to use your User Submission in anonymized format as specified above). Further information about how we use your User Submission is available in the Privacy Policy.
    8. You agree that we may use and maintain your User Submission and anonymized versions of your User Submission according to the Privacy Policy, as part of the Site. You give us permission to combine your User Submission, anonymized versions of your User Submission, and other data that we collect about you with data of other users of the Site and/or other services that we operate. For example, this means that we may use your User Submission, anonymized versions of your User Submission, other data that we collect about you, and other users' PII or non-identifiable and aggregated data to improve the Site or to design promotions and provide ways for you to compare business practices with other users. We may access or store your User Submission and anonymized versions of your User Submission in multiple countries, including countries outside of your own country to the extent permitted by applicable law. You give us permission to share or publish summary results relating to research data that may involve you and to distribute or license such data to third parties.
  8. External links

    The Site may, from time to time, include links to external sites, which may include links to third party offers and promotions. We include these to provide you with access to information, products or services that you may find useful or interesting. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of, or association with their operators or promoters.

  9. Contacting Us

    Please submit any questions you have about these terms or any problems concerning the Site by email to: help@laybuy.com.

  10. Liability and Disclaimers
    1. You will indemnify and hold us and Our Affiliated Entities harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Site or breach of these Terms (collectively referred to as “Claims”). We reserve the right, in our sole discretion and at our own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by us in the defense of any Claims. “Our Affiliated Entities” means: (i) our direct and indirect business affiliates, customers, licensees, users, vendors, investors and shareholders (whether now existing, prospective or future), predecessors, agents, attorneys, advisors, insurers, directors, employees, officers, and any other similar parties; and (ii) any and all of the foregoing’s successors or assigns.
    2. YOUR USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THESE TERMS, THE SITE IS PROVIDED "AS IS" TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. WE AND OUR AFFILIATED ENTITIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF: FITNESS FOR A PARTICULAR PURPOSE; TITLE; MERCHANTABILITY; DATA LOSS; NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS; AND/OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SITE. WE AND OUR AFFILIATED ENTITIES DO NOT WARRANT THAT THE SITE AND DATA PROCESSED THROUGH THE SITE ARE: SECURE; ACCURATE; AND/OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF ANY OF THESE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU OR ARE VOID WITH RESPECT TO YOU UNDER ANY APPLICABLE LAWS OR REGULATIONS, THE RESPECTIVE WARRANTIES THAT CANNOT BE EXCLUDED ARE LIMITED TO THE SHORTER OF: 90 DAYS FROM THE DATE OF YOUR FIRST USE OF THE SITE; OR THE SHORTEST PERIOD PERMITTED BY THOSE LAWS AND REGULATIONS.
    3. WE AND OUR AFFILIATED ENTITIES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SITE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
    4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AND CUMULATIVE LIABILITY OVER THE LIFE OF THESE TERMS, TOGETHER WITH THE TOTAL AND CUMULATIVE LIABILITY OF OUR AFFILIATED ENTITIES OVER THE LIFE OF THESE TERMS, FOR ALL CLAIMS, BREACHES AND ALL OTHER LIABILITIES ARISING OUT OF OR OTHERWISE RELATING TO THESE TERMS AND THE SITE, TO YOU AND TO ALL OTHER PARTIES DIRECTLY OR INDIRECTLY AFFILIATED WITH YOU OR WITH THE RESPECTIVE CLAIMS SHALL BE LIMITED AT EACH POINT IN TIME TO THE NET AMOUNT THAT WE RECEIVED FROM YOU FOR YOUR USE OF THE SITE DURING THE SIX (6) MONTHS PRIOR TO SUCH POINT IN TIME, IF ANY. EXCEPT TO THE EXTENT THAT APPLICABLE LAWS DO NOT PERMIT THIS DISCLAIMER, WE AND OUR AFFILIATED ENTITIES ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT; SPECIAL; INCIDENTAL; PUNITIVE OR CONSEQUENTIAL DAMAGES; AND/OR (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS; THE INTERNET; ELECTRONIC COMMUNICATIONS; DATA CORRUPTION; SECURITY; LOSS OR THEFT OF DATA; VIRUSES; SPYWARE; LOSS OF BUSINESS; LOSS OF REVENUE; OR LOSS OF PROFITS; AND/OR INVESTMENT.
    5. THE ABOVE LIMITATIONS AND DISCLAIMERS IN SECTIONS 10.2, 10.3 AND 10.4 APPLY EVEN IF WE AND OUR AFFILIATED ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS, LIABILITIES, BREACHES OR DAMAGES. THESE TERMS SET FORTH OUR ENTIRE LIABILITY, AND THE ENTIRE LIABILITY OF OUR AFFILIATED ENTITIES, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SITE AND THESE TERMS.
  11. Termination and Suspension.
    1. We may, in our sole discretion and without notice, restrict, deny, terminate these Terms or suspend the Site and/or any of your accounts, effective immediately, in whole or in part, for suspicion of fraud, security, illegal activity or unauthorized access issues to protect the integrity of our Site or systems, to comply with our policies or applicable laws and regulations, if you fail to comply with these Terms, if you no longer agree to receive electronic communications, if you notify us of your decision to terminate these Terms, or if you request us to close any of your accounts or delete your data.
    2. Upon termination of these Terms, or upon suspension or termination of your accounts, you must immediately stop using the Site and any outstanding payments owed by you will become due immediately. Any termination of these Terms will not affect our rights to any payments due to us. We may also terminate a free or trial account at any time. Those sections 5, 7.4, 7.7, 7.8, 10, 11, 12 and 13 will survive and remain in effect even if these Terms are terminated.
  12. Disputes and Applicable Law.
    1. CALIFORNIA STATE LAW GOVERNS THESE TERMS WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.
    2. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SITE OR THESE TERMS WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT. The Federal Arbitration Act governs the interpretation and enforcement of this provision, and the arbitrator shall apply California law to all other matters. Notwithstanding anything to the contrary, we may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE AND YOU AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THESE TERMS AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND US ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
    3. To begin an arbitration proceeding under these Terms, send a letter requesting arbitration and describing your claim to us at the main address posted on our main website. Arbitration will be conducted by the American Arbitration Association (“AAA”) before a single AAA arbitrator under the AAA's rules, which are available at www.adr.org. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules, but if you are unable to pay any of them, we will pay them for you (but not your legal fees (if any), which you must pay as part of your arbitration proceedings). You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.
    4. This Section 12 will survive any expiration, termination or rescission of these Terms.
    5. You acknowledge and agree that we would not provide to you the Site on the terms and in the form offered to you under these Terms if you had not agreed to the applicable law, arbitration and waiver of class action rights above in this Section 12.
  13. Other Terms.
    1. These Terms are the entire agreement between you and us with respect to your access to the Site, and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter (except for any separate agreements into which you and us may enter with the express approval of each party).
    2. If any court of law, having the jurisdiction, rules that any part of these Terms is invalid, that section will be removed without affecting the remainder of these Terms. The remaining terms will be valid and enforceable.
    3. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
    4. You cannot assign or transfer ownership of these Terms to anyone without our written approval, except to the extent that you are an entity and all or substantially all of your stock, assets or business are acquired by another entity, in which case you may assign these Terms to that entity provided that you give us notice within thirty (30) days after that acquisition. We may assign or transfer these Terms at any time, in whole or in part, without notice to you, to any party.
United States