TERMS & CONDITIONS
Last Modified and Effective as of 2020-12-23
2.Access to the Service.
2.1.Subject to your acceptance of and compliance with this Agreement, Payless Daily grants to you a non-exclusive, non-transferable, revocable limited license to use the Service and associated Content for your personal non-commercial use. You agree not to use the Service for any other purpose, or to download, save, copy or distribute the Content that is not owned by or contributed by you except strictly in connection with your proper use of the Service or as specifically allowed in this Agreement. For purposes of this Agreement, “Content” means all texts, images, articles, photographs, illustrations, audio, graphics, graphs, video clips, and other materials available through the Service (including without limitation material on the Service’s Public Areas (as defined below) and learning center and material created via the Service. The Service includes, without limitation, all Payless Daily products made available through the Service (the "Products").
2.2.Payless Daily may change, modify, suspend, or discontinue in its entirety or any aspect of the Service at any time. Payless Daily may also impose limits on certain features or restrict or prohibit your access to parts or all of the Service at any time, all without notice or liability.
2.3.You expressly agree that the Content may be viewed and accessed only by end users and not by any other website or web publisher.
2.4.Your use of the Service is conditioned upon your compliance with this Agreement and any use of the Service in violation of this Agreement may constitute infringement of Payless Daily’s copyrights in and to the Service and Content (as applicable). Payless Daily reserves the right to terminate your access to the Service without notice if you violate this Agreement or for any reason at Payless Daily’s discretion.
2.5.In certain instances Payless Daily or its vendors may require you to provide proof of identity to access or use the Service, and you agree that you may be denied access or use of the Service if you refuse to provide proof of identity.
2.6.Individuals under the age of majority in the jurisdiction in which they are located may not use the Service.
3.Ownership of Intellectual Property.
3.1Unless otherwise specified in writing, all Content, Promo Codes (as defined below) and other materials that are part of the Service are owned, controlled, or licensed by Payless Daily and its licensors and are protected by law from unauthorized use. The entire Contents of the Service are copyrighted under the U.S. copyright laws and/or similar laws of other jurisdictions. Payless Daily, and the Payless Daily logos, are trademarks of Payless Daily and may not be used without the express written permission of Payless Daily.
3.2.You do not acquire any ownership rights by using the Service, or by copying or downloading material from the Service.
3.3.You agree not to copy, redistribute, publish or otherwise exploit Content, except as expressly permitted herein, without the express prior written permission of Payless Daily.
3.4.You hereby grant to Payless Daily a limited, non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers), and transferable right and license to use all comments, feedback, blog or forum statements, suggestions, ideas, emails, and other submissions disclosed or submitted to Payless Daily in connection with your use of the Service, including through the Public Areas (collectively, “Submissions”) in any manner Payless Daily may desire, including, but not limited to, to make, have made, use, sell, offer to sell, import, reproduce, modify, create derivative versions of, distribute, publicly display and publicly perform such Submissions, in any and all forms and media now known or hereafter devised, without compensation to you and without identifying you as the creator. You agree that the provisions in this Section 3 will survive any termination of your account(s), the Service, or this Agreement.
3.5You agree to include, and to not remove or alter, Payless Daily’s trademark, copyright or other proprietary rights notices, as provided by Payless Daily on or in connection with the Service, when using or sharing content, or otherwise using the Service, and you agree to comply with usage guidelines that may be provided by Payless Daily from time to time. You agree that all goodwill that arises in connection with your use of Payless Daily trademarks inures exclusively to Payless Daily, and you agree not to challenge Payless Daily’s ownership or control of any Payless Daily trademarks, nor use or adopt any trademarks that might be confusingly similar to such Payless Daily trademarks.
4.Posting on Other Web Sites.
4.1.Subject to your acceptance of and compliance with this Agreement, Payless Daily grants to you a non-exclusive, non-transferable, revocable limited license to post a screen shot from your account, and any other Content that Payless Daily specifically notifies you may be posted on other web sites, on your own personal web site or on a third party web site that permits posting of content at the direction of users provided that such third party web site (a) is not commercially competitive to Payless Daily, (b) does not criticize or injure Payless Daily, (c) does not obtain any rights to such Content other than a non-exclusive license to post it at your direction, (d) does not charge for access to such Content or associate products, services or advertising with such Content, and (e) complies with all applicable laws and does not violate the legal rights of others or publish or distribute any inappropriate, infringing, defamatory, profane, indecent, obscene, unlawful or otherwise objectionable information or material. All of Payless Daily’s rights and remedies are expressly reserved, and Payless Daily may revoke this limited license, in whole or in part, upon notice.
5.Public Areas. The Service may feature various community areas and other public forums, including but not limited to blogs or member communities, discussion boards, question and answer areas and comment areas (the "Public Areas"). If you use a Public Area you are solely responsible for your own Submissions, the consequences of posting your Submissions, and your reliance on any information in the Public Areas or other areas of the Service. If you feel threatened or believe that someone else is in danger, you should contact your local law enforcement agency immediately. Any information you share, including without limitation any discussions with others, in any online Public Area is by design open to the public and is not private. The Payless Daily Parties (as defined herein) reserve the right, but shall not be obligated, to record any dialogue or exchanges in the Public Areas of the Service. The Payless Daily Parties shall have no responsibility for any actions taken, or failures to take action, with respect to the Public Areas of the Service or any submissions by you or other users. As with any public forum on any website, the information you post may show up in third-party search engine results. All text, images, articles, photographs, illustrations, audio, graphics, graphs, video clips, and other materials available through the Service’s Public Areas ("Public Areas Materials") are provided for informational and transactional purposes only. Your reliance on the Public Areas Materials is at your own risk. Payless Daily does not endorse or warranty any product, service, opinion, or other information that may be referenced on or through the Service's Public Areas.
6.Passwords. Payless Daily has several tools that allow you to record and store information in your account. You are responsible for all actions on the Service by you or under your password or account and for taking all reasonable steps to ensure that no unauthorized person shall have access to your password or account and you are responsible for all actions taken by individuals who use the Service through your password or account. Without limiting the foregoing, it is your sole responsibility to (1) control the dissemination and use of any login code and password; (2) authorize, monitor, and control access to and use of your Service account and password; (3) promptly inform Payless Daily of any need to deactivate a password. You grant Payless Daily and all other persons or entities involved in the operation of the Service the right to transmit, monitor, retrieve, store, and use any information recorded and/or stored in your account in connection with the operation of the Service. Unless otherwise permitted by Payless Daily in writing, you may only possess one Service account
7.Usage Rules. As a condition of your use of and access to the Service, you agree to comply with any application-, tool-, or content-specific rules published within the Service as well as the following usage rules, which Payless Daily may modify or supplement in its discretion from time to time (with notice to you of material changes, per Section 1). You agree that you will not, in regard to the Service (as determined by Payless Daily in its discretion):
(a)Copy, adapt, reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Service creates to generate web pages or any software or other products or processes accessible through the Service;
(b)use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Service, or use or launch any unauthorized script or other software;
(c)distribute any virus, time bomb, trap door, Trojan horse, worm, malware, ransomware or other harmful, malicious or disruptive computer code, mechanism, software, script, agent or program;
(d)cover or obscure any notice, legend, warning, banner or advertisement contained on the Service;
(e)interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service;
(f)sell or redistribute the Service or any part thereof;
(g)violate any applicable law, including without limitation any applicable export laws;
(h)harvest or otherwise collect information about others, including email addresses, without their permission for posting or viewing Submissions;
(i)infringe or violate the rights of any other party, including without limitation any intellectual property rights or rights of privacy or publicity;
(j)engage in conduct that is obscene, offensive, pornographic, fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous, hateful, or causes embarrassment to any other person;
(k)further any chain letters or pyramid schemes, transmit unsolicited messages, or engage in “spam;”
(l)deliberately mislead anyone as to your identity, impersonate another, falsely identify the source of any Submissions, or allow another person or entity to use your identity in order to access the Service or post or view Submissions;
(m)engage in conduct that conflicts with the spirit or intent of the Service, including without limitation, by disrupting the flow of dialogue in a Public Area (as defined above), restricting any other user from using or enjoying the Service, or exposing Payless Daily or another to any liability or detriment of any kind;
(n)use automated queries, including screen and database scraping, spiders, robots, crawlers, information harvesting, and any other automated activity with the purpose of obtaining Content, information or data from the Service, unless you receive the express written permission of Payless Daily; or
(o)violate the terms of service of Facebook or other channel by which you access the Service.
9.Child Online Protection Act Notification. Pursuant to 47 U.S.C. § 230(d) as amended, Payless Daily hereby notifies you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying providers of such protection is available at the following links:
Please note that Payless Daily is not affiliated with the above listed sites, nor is the above intended as an endorsement of any of the products or services listed on such sites
10.Damaged Items; Disclaimers; Limitations; Waivers of Liability.
10.1.For any items that Payless Daily concludes in its sole discretion have been damaged by any Payless Daily Product, as your sole and exclusive remedy, Payless Daily may refund to you the purchase price of the applicable Product. To the fullest extent permitted by law, Payless Daily’s total liability in connection with a damaged item shall not exceed the purchase price of the applicable Product that Payless Daily concludes caused damage to an item. Any damaged items must be reported to firstname.lastname@example.org within one year from the purchase of the applicable Product through digital photos.
10.2.EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT THIS DISCLAIMER IS PROHIBITED UNDER APPLICABLE LAWS, AND WITH ANY LEGALLY REQUIRED WARRANTY PERIOD LIMITED TO THE SHORTER OF 30 DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER Payless Daily NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, "Payless Daily PARTIES") WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, UNCORRUPTED, TIMELY, OR ERROR-FREE.
10.3.THE Payless Daily PARTIES FURTHER MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE OR THE CONTENT WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, OR TIMELY. THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. Payless Daily IS NOT RESPONSIBLE FOR TECHNICAL MALFUNCTIONS OR OTHER PROBLEMS OF TELEPHONE NETWORKS OR SERVICES, COMPUTER SYSTEMS, MOBILE PHONE EQUIPMENT, SOFTWARE, OR EMAIL, INCLUDING TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICE.
10.4THE Payless Daily PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, THE USE OR MISUSE OF SUBMISSIONS OR CONTENT IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT THE Payless Daily PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, AND A DETERMINATION IS MADE THAT Payless Daily IS LIABLE, UNDER NO CIRCUMSTANCES WILL THE Payless Daily PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID Payless Daily IN THE 90 DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT THE CLAIM.
10.5.TO THE FULLEST EXTENT PERMITTED BY LAW, THESE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE).
10.6Release. You forever release, discharge, and covenant not to sue the Payless Daily Parties from any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence of the Payless Daily Parties or otherwise, in connection with your use of the Service or your interaction with any party through or as a result of the Service. In other words, you cannot sue the Payless Daily Parties if anything happens to you or your property from using the Service or interacting with any party through the Service. You agree that the provisions in Section 10.2 through 10.6 will survive any termination of your account(s), the Service, or this Agreement.
11.Indemnification. You agree to defend, indemnify and hold harmless the Payless Daily Parties from and against all liability, claims, actions and expenses, including attorneys' fees and costs, arising out of your use of the Service or your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement. You agree that the provisions in this paragraph will survive any termination of your account(s) the Service, or this Agreement.
12.Copyright Policy; Objectionable Content: If you believe your rights have been violated by, or you otherwise object to, any posting, content or information on the Service, please contact us promptly so we can evaluate the claim and take appropriate action. If your complaint includes a claim of copyright infringement, the following policy will apply:
It is Payless Daily’s policy to respond promptly to claims of copyright infringement, and to remove, or disable access to, infringing material. If you believe that any of the content or materials appearing on this Service contain infringements, please send a notice to our designated agent at the address stated below. Your notice should contain the following: a physical or electronic signature of a person (i.e., claimant) authorized to act on behalf of the copyright owner; identification of the copyrighted work claimed to be infringed; identification of the content or material claimed to be infringing; a reference or link to the infringing material or activity, or the subject of the infringing activity, including information to enable us to locate that material or reference; the address, telephone number or email address of the claimant; a statement that the claimant has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notice is accurate and, under penalty of perjury, that the claimant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Payless Daily will also terminate a user's account if a user is deemed to be a repeat infringer, namely, one who has been notified of bona fide infringing activity more than twice. Our designated agent, to whom you should direct your infringement claim (or other complaints), is:
Payless Daily Inc
4154 Woodland Drive
Sergeant Bluff, IA 51054
Telephone Number: (718) 362-6269
14.Governing Law/Waiver of Injunctive Relief.
14.1.This Agreement and all aspects of the Service will be governed by and construed in accordance with the internal laws of the U.S. and the State of governing contracts entered into and to be fully performed in United States (thus, without regard to conflict of laws provisions) regardless of your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state or federal courts located in New York, New York, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in New York, New York.
14.2.You acknowledge that the rights granted and obligations made hereunder to Payless Daily are of a unique and irreplaceable nature, the loss of which will irreparably harm Payless Daily and which cannot be replaced by monetary damages alone, so that Payless Daily will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
14.3.To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and Payless Daily agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to:
Payless Daily Inc
4154 Woodland Drive
Sergeant Bluff, IA 51054
Telephone Number: (718) 362-6269
14.4.Mandatory Arbitration. If you and Payless Daily are unable to resolve a Dispute through informal negotiations within 30 days, either you or Payless Daily may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures (the “Rules”) of JAMS, which is available at the JAMS website https://www.jamsadr.com. The determination of whether a Dispute is subject to arbitration will be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation will be governed by the Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
14.5.Notwithstanding the above, you and Payless Daily agree that arbitration will be limited to the Dispute between Payless Daily and you individually. To the full extent permitted by law, (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
14.6.You and Payless Daily agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Payless Daily’s intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief or to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
15.1.The failure of Payless Daily to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under any provision of this Agreement will not be construed as a waiver or relinquishment of Payless Daily’s right to assert or rely upon any such provision or right in that or any other instance.
15.2.You and Payless Daily agree that if any portion of this Agreement, except any portion of Section 14.4, is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which will continue to be in full force and effect. If Section 14.4 is found to be illegal or unenforceable then neither you nor Payless Daily will elect to arbitrate any Dispute falling within that portion of Section 14.4 found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within New York, New York, and you and Payless Daily agree to submit to the personal jurisdiction of that court.
16.Term and Termination. This Agreement will remain in effect as long as your account is up-to-date and you remain in compliance with the terms hereof, unless it has been voluntarily suspended or terminated by you or Payless Daily. You may terminate this Agreement by destroying all Service-related materials obtained from the Service, Payless Daily or any other web site or source. The privileges granted to you under this Agreement will terminate immediately and automatically without notice from Payless Daily if, in our sole discretion, you fail to comply with any term or provision of this Agreement or for any reason in Payless Daily’s sole discretion. Following the termination of this Agreement, your account(s), or the Service, Payless Daily shall retain all rights to the Submissions pursuant to this Agreement.
19.Questions? If you have any questions about this Agreement, its terms, your account or your rights hereunder, or if you have any complaints or claims, please contact:
Payless Daily Inc
4154 Woodland Drive
Sergeant Bluff, IA 51054
Telephone Number: (718) 362-6269
20.Payment; Subscriptions. You understand that use of the Service (including the purchase of Products thereon) may result in payments by you for the products you receive (“Charges”). After you have placed an order for any Product through your use of the Service, Payless Daily will process payment of the applicable Charges, using the preferred payment method designated in your Service account, and will send you a receipt by email.
Payless Daily currently offers three subscription types: monthly, bi-monthly, and quarterly subscriptions. When you purchase one of the previously mentioned three subscription types with respect to Payless Daily's Products, auto-renew is automatically selected in your Service account with respect to such Products. At the end of each selected subscription period, an order will automatically be placed for you for the applicable Products and Payless Daily will process payment of the applicable Charges, using the preferred payment method designated in your Service account, and will send you a receipt by email for such Products. If you do not wish your subscription to auto-renew, you may cancel your subscription at any time on your Account prior to the end of your current subscription term or email us at email@example.com. You agree that we may submit periodic charges (e.g., monthly) to your chosen payment method without further authorization from you, until you provide prior notice that you wish to terminate this authorization or to change your payment method. Subscriptions are cancelable and returnable. You may change your auto-renewal preferences in your Account, but no refunds will be paid on any remaining subscription period. Subscription pricing is subject to change. New pricing takes effect upon renewal of your subscription.
Charges will be inclusive of applicable taxes where required by law. Except as otherwise expressly provided in this Agreement, charges paid by you are final and non-refundable, unless otherwise determined by Payless Daily. Any request for lower Charges or disagreement with the Charges should be addressed to Payless Daily by contacting firstname.lastname@example.org.
We reserve the right to establish, remove and/or revise Charges for any or all aspects of the Service at any time in our sole discretion, by posting or otherwise delivering notice to you. Any use of the Service after a notice of new or revised Charges has been posted on the Site or delivered to you will be deemed your acceptance of these new or revised Charges.
Payless Daily may from time to time provide certain users with promotional offers and discounts that may result in different Charges for the same or similar aspects of the Service or Products, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Service or the Charges applied to you.
21.Promo Codes and Special Offers. Payless Daily may, in Payless Daily’s sole discretion, create promotional codes that may be redeemed for Service credit or other features or benefits, subject to terms that Payless Daily may establish on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public, unless expressly permitted by Payless Daily, in advance in writing; (iii) may be disabled by Payless Daily at any time for any reason without liability to Payless Daily; (iv) are not redeemable for cash; and (v) may expire prior to your use. Payless Daily reserves the right to withhold or deduct Service credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Payless Daily determines or believes (in its sole discretion) that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or the terms of this Agreement.