AllPass Subscriptions (including the AllPass Program and, as applicable, certain AllPass Services) are made available to you by ABG-AP, LLC (“AllPass”, and together with its current and future parents, subsidiaries and affiliates, individually and collectively, “Company”). As used herein, the term Company (and “we”, “us” and “our”) refers to the Company, and the terms “you”, “your” or “Subscriber” refer to anyone who has signed up for an AllPass Subscription and registered an account (“Account”) for your use of and access to the benefits of the AllPass Program.
ACCEPTANCE OF TERMS
BY SUBSCRIBING TO, ACCESSING, OR USING THE ALLPASS PROGRAM AND ALLPASS SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT SUBSCRIBE TO ACCESS OR USE THE ALLPASS PROGRAM OR ALLPASS SERVICES.
PLEASE NOTE: THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS, WAIVE CLASS ACTIONS AND JURY TRIALS (SECTION 9), DISCLAIMERS, AND LIMITATIONS ON LIABILITY (SECTION 6). PLEASE READ THESE TERMS, INCLUDING THOSE SECTIONS, CAREFULLY.
THESE TERMS APPLY TO ALL SUBSCRIBERS OF THE ALLPASS PROGRAM AND ALLPASS SERVICES. YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE THE FULL RIGHT, POWER AND AUTHORITY, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.
ABOUT THE ALLPASS PROGRAM AND ALLPASS SERVICES
The “AllPass Program” is a paid membership program which AllPass has created to improve your online shopping by saving you both time and money. AllPass provides you with access to certain Benefits (defined below), such as promotions and discounts for purchases made on the e-commerce platforms (“Merchant E-Comm Site(s)”) of retailers who are then-currently participating in the AllPass Program (each, a “Participating Merchant”). In order to receive certain Benefits, a Subscriber must elect to use the AllPass payment processing method located on the Merchant E-Comm Site checkout page by logging into your AllPass Account and/or certain other services provided by the service providers of AllPass, including, without limitation, services using the end-to-end checkout platform of Bolt Financial, Inc. (“Bolt”), which offers a safe, secure, and easy buying experience with a one-click, passwordless login (such services, individually and collectively, the “AllPass Services”).
Subject to these Terms and applicable law, the AllPass Program provides Subscribers with the following suite of benefits to improve their online shopping experience by saving both time and money when making a purchase on or through the Merchant E-Comm Sites of Participating Merchants during the term of their Subscription, solely when such Subscriber opts to use the AllPass Services (individually and collectively, the “Benefits”):
- A Ten Percent (10%) discount off of the final ticket price at check-out after all other Participating Merchant discounts are applied subject to any additional terms and conditions and/or exclusions of the applicable Participating Merchant and/or the Merchant E-Comm Site) (the “AllPass Discount(s)”);
- Free shipping on all orders placed by making an Account Purchase through the AllPass Services to valid shipping addresses in the contiguous United States (“Free Shipping”), for all standard shipping times, as such standard ship-time is set by each Participating Merchant and subject to each Participating Merchant’s shipping policies and procedures (e.g., not all Participating Merchants may have the ability to ship to P.O. boxes, Military bases and/or non-contiguous states); and
- Such other limited time offers or promotions, as offered by AllPass from time to time.
Subscriber acknowledges and agrees that Subscriber’s use of the AllPass Services are subject to the terms, conditions and policies of the applicable Merchant E-Comm Site on which Subscriber makes an Account Purchase. Please note that the Benefit of Free Shipping does not (A) include any guarantee on the part of AllPass with respect to the timing of any such shipment or (B) entitle you to coverage for any return shipping costs that you may incur.
Subscription Sign-Up, Renewal and Cancellation
The AllPass Services are not targeted towards, nor intended for use by, anyone under the age of 18. YOU MUST BE AT LEAST AGE 18 TO ACCESS AND USE THE ALLPASS SERVICES. By using the AllPass Services, you represent and warrant that you are at least 18 years of age. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register an Account for the AllPass Services or send any personal information about yourself to us.
You can become a Subscriber at any time by creating an Account when prompted to at the checkout page of a Participating Merchant.
If you choose to purchase an AllPass Subscription, you agree to pay the following non-refundable ‘Subscription Fee’ on a monthly basis, which Subscription Fee shall be automatically charged by AllPass to the payment mechanism we have on file for your Account in accordance with these Terms, approximately one (1) month following the date of your (“Billing Cycle”): Five United States Dollars ($5.00 USD) per Billing Cycle (the, “Subscription Fee(s)”).
You can cancel your Subscription at any time and without cost by logging into your Account and selecting ‘Cancel Subscription’ in your Account settings at least 24 hours before start of your next billing cycle. Your Account will be cancelled at the end of the then-current Billing Cycle.
Unless you cancel your subscription in accordance with these Terms, your Subscription will automatically renew each Billing Cycle. IF YOU HAVE NOT CANCELLED YOUR SUBSCRIPTION PRIOR TO THE START OF YOUR NEXT BILLING CYCLE, WE WILL (AND YOU AUTHORIZE US TO) CHARGE YOUR SUBSCRIPTION FEE TO THE PAYMENT MECHANISM WE HAVE ON FILE FOR YOU. ALL SUBSCRIPTION FEES AND OTHER AMOUNTS RELATED TO ANY RENEWAL OF YOUR SUBSCRIPTION ARE NON-REFUNDABLE.
Additional terms and conditions may apply to your payment request and to specific portions or features of the AllPass Services including rules related to your use of your payment method such as Visa, MasterCard, American Express, and Discover payment networks and bank transfers. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. These Terms do not alter the Terms you’ve agreed to with a Participating Merchant, except with respect to the direct relationship between you and AllPass.
We may offer various trial memberships, which are subject to these Terms except as otherwise stated at the time of subscription enrollment. We may offer such trial memberships at no charge. Trial memberships are limited to one per person. We may require you to provide your credit card or other eligible payment information when you register for a trial membership. AllPass reserves the right to reject or terminate any trial membership at any time, for any reason or no reason, in AllPass’s sole and absolute discretion in each instance. If you do not cancel your trial membership prior to the expiration of the trial membership period or in accordance with the provisions set forth in above, we will (and you authorize us to) charge you the full monthly Subscription Fee at then-current rates to the credit card we have on file for you in accordance with these Terms. You acknowledge and agree that we have no obligation whatsoever to offer any such trial memberships.
Participating Merchants and Merchant E-Comm Sites may vary from time to time. [TO SEE A LISTING OF CURRENT PARTICIPATING MERCHANTS AND MERCHANT E-COMM SITES, PLEASE VISIT: ALLPASS.COM]. Be sure to check back often, as new Participating Merchants and Merchant E-Comm Sites may be added from time to time. Additionally, from time to time, AllPass may choose, in its sole discretion, to add or remove retailers from the list of Participating Merchants and Merchant E-Comm Sites.
You acknowledge that, although our objective is to make the AllPass Services accessible to you 24 hours per day, 7 days per week, the AllPass Services may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of AllPass or a Participating Merchant, access to the AllPass Services may be interrupted, suspended or terminated from time to time.
REPRESENTATIONS AND WARRANTIES.
In addition to any other representations and warranties or obligations of Subscriber set forth in these Terms, Subscriber represents and warrants to Company that:
- Subscriber has the right, power, and ability to agree to and be bound by these Terms;
- Subscriber will not engage in any unfair, deceptive, or abusive acts or practices when using the AllPass Services or any Merchant E-Comm Sites;
- Subscriber will comply with all federal, state, and local laws, rules, regulations, and the like applicable to Subscriber’s use of the AllPass Services and Merchant E-Comm Sites, including any applicable tax laws, all applicable privacy laws and any applicable card network-imposed rules;
- Subscriber has obtained all necessary rights and consents under applicable law to use and access the AllPass Services, including the provision of information by Subscriber;
- Subscriber will not use the AllPass Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the AllPass Services or any Merchant E-Comm Site.
[+ ACCEPTABLE USE POLICY (TO BE REVISED OFF OF BOLT ACCEPTABLE USE POLICY)]
NEITHER ALLPASS, NOR COMPANY, MAKES ANY OTHER WARRANTY FOR THE ALLPASS PROGRAM OR SERVICES UNDER THESE TERMS.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) USE OF THE ALLPASS PROGRAM, ALLPASS SERVICES, AND ANY OF THE BENEFITS IS AT YOUR SOLE RISK; (B) THE ALLPASS PROGRAM, ALLPASS SERVICES, AND THE BENEFITS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS; (C) COMPANY AND ITS RESPECTIVE MEMBERS, DIRECTORS, OFFICERS AND AGENTS (COLLECTIVELY, "ALLPASS PROGRAM PROVIDERS") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; AND (D) ALLPASS PROGRAM PROVIDERS MAKE NO WARRANTY THAT: (I) ALLPASS WILL MEET YOUR REQUIREMENTS; (II) ALLPASS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU IN CONNECTION WITH YOUR USE OF THE ALLPASS PROGRAM OR ALLPASS SERVICES WILL MEET YOUR EXPECTATIONS.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW; (Y) ALLPASS PROGRAM PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR APPLICATION FOR ANY SUBSCRIPTION, YOUR PARTICIPATION IN, YOUR SUBSCRIPTION AND/OR THE TERMINATION OF YOUR SUBSCRIPTION, IN/TO ALLPASS; AND (Z) THE FOREGOING IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES, LOSS, MISAPPROPRIATION AND/OR THEFT OF DATA, GOODWILL, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY OF ANY KIND, ANY OTHER INTANGIBLE LOSSES AND CLAIMS OF THIRD PARTIES RESULTING FROM: (I) THE USE OR THE INABILITY TO USE ANY OF THE ALLPASS PROGRAM, THE ALLPASS SERVICES, OR ANY BENEFITS THEREOF; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO IN CONNECTION WITH ALLPASS; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA; OR (IV) ANY OTHER MATTER RELATING TO ANY OF THE ALLPASS PROGRAM, THE ALLPASS SERVICES, OR YOUR SUBSCRIPTION.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: THE MAXIMUM COLLECTIVE LIABILITY OF THE ALLPASS PROGRAM PROVIDERS FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, HOWEVER ARISING, SHALL BE EQUAL TO THE LESSER OF (1) THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO ALLPASS IN EXCHANGE SOLELY FOR THE RIGHT TO USE THE ALLPASS PROGRAM IN THE PREVIOUS TWELVE (12) MONTHS; AND (2) SIXTY U.S. DOLLARS ($60.00). EXCEPT AS MAY BE PROHIBITED BY APPLICABLE LAW, THE LIMITATIONS SET FORTH HEREIN SHALL APPLY WITH RESPECT TO ANY THEORY OF LEGAL LIABILITY, INCLUDING BREACH OR REPUDIATION OF CONTRACT, TORT, CIVIL LIABILITY, NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, BY AGREEING TO THESE TERMS AND CONDITIONS, YOU WILLINGLY AGREE THAT YOU HAVE RELINQUISHED YOUR RIGHT TO SEEK DAMAGES FROM THE ALLPASS PROGRAM PROVIDERS AS SET FORTH HEREIN, AND THAT SUCH LIMITATION REFLECTS A REASONABLE ALLOCATION OF RISK.
SOME JURISDICTIONS (AND THE LAWS OF CERTAIN JURISDICTIONS) DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES; ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
We may share your information as set forth below: Unless otherwise stated, all AllPass Program content (including, but not limited to, all audio, images, photographs, videos, video clips, illustrations, renderings, graphics, icons, texts, music, written content and software), code, data and other content accessed or used as a part of the AllPass Program (such as, by way of example and not limitation, the design, layout, appearance, and organization of the AllPass Services) (collectively, “AllPass Material(s)”) are owned by AllPass or licensed to us by third parties, or otherwise protected by law. In no event shall your access to or use of the AllPass Program or AllPass Services give you any title or other ownership rights in or to any intellectual property or other rights of Company (including, but not limited to, any copyrights, trademark rights, patent rights, database rights, moral rights, and other intellectual property and proprietary rights therein), nor shall it grant you any license to use or display the same except as expressly permitted herein.
Subject to these Terms, and provided that you fully comply with these Terms, we grant to you a non-exclusive, non-transferable, limited license to view the AllPass Material through the Merchant E-Commerce Sites on your computer (or other electronic device) for your personal non-commercial use (“Permitted Use(s)”) only. No portion of the AllPass Material may be copied, reproduced, republished, exploited, modified, downloaded, uploaded, transmitted, derived, exploited, distributed, communicated, used, or otherwise exploited in any manner whatsoever, without the express prior written consent of Company or the applicable rightsholder(s). In the event of breach of any of these Terms, your permission to use AllPass Material (solely as set forth herein) will automatically terminate and any unauthorized copies or variations made of AllPass Material must be immediately destroyed. Any unauthorized use of AllPass Material may violate copyright laws, trademark laws, laws of privacy and publicity, communications regulations and statutes, and other laws.
License by Subscriber to use Feedback
Subscriber grants to AllPass a worldwide, perpetual, irrevocable, royalty-free, fully-paid, sub-licensable, license to use and incorporate into the AllPass Program any suggestion, enhancement request, recommendation, correction or other feedback provided by Subscriber relating in any way to the AllPass Program. We are and shall be under no obligation (1) to maintain any feedback in confidence; (2) to pay compensation for any feedback; or (3) to respond to any feedback.
The trademarks, trade names, trade dress, logos and service marks (collectively the "Trademarks") that appear in the AllPass Materials are the registered or unregistered trademarks of Company or others and may not be used unless expressly authorized by the applicable Trademark owner(s).
All content (including, without limitation, AllPass Materials) are either Copyright © AllPass or are licensed for use by AllPass. All rights are reserved.
TERMINATION AND SUSPENSION
You agree that Company may terminate or suspend your access to and use of the AllPass Program and AllPass Services if Company reasonably believes that you have violated or acted inconsistently with the letter or spirit of these Terms, or violated the rights of Company or any third party, with or without notice to you. You agree that Company may modify or discontinue providing any of the AllPass Program, AllPass Services, and/or the Benefits, with or without notice to you. You agree that Company will not be liable to you or any third party as a result of such modification or discontinuation.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER ALLPASS NOR COMPANY SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, COMPENSATORY, PECUNIARY, NON-PECUNIARY, CONSEQUENTIAL, INCIDENTAL, LIQUIDATED, AGGRAVATED, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES, OF ANY KIND, REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), ARISING OUT OF OR IN CONNECTION WITH THE USE THE ALLPASS PROGRAM OR ALLPASS SERVICES, THE USE OF INFORMATION AVAILABLE THEREFROM OR ANY LIABILITY RELATING TO ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS OR LOST DATA, EVEN IF ALLPASS, OR COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
Company is not the supplier, provider or manufacturer of any products that you may purchase from Participating Merchants. Accordingly, if you have any questions or concerns regarding the products that you have ordered using the AllPass Program or AllPass Services, you should contact the applicable Participating Merchant. Company has no obligation to respond to any requests by you regarding the use, operation, or features of any product you order in connection with any of the AllPass Program or AllPass Services, or the status or details of any product shipment. We are not responsible for the products and services provided by any such Participating Merchant or Merchant E-Comm Site. Company is not the shipper or carrier of any products purchased using the Benefits. Company has no responsibility for any damage to shipped products or any delays or other issues caused by the shipper or carrier used to ship and deliver the products.
Subscriber hereby agrees to indemnify, defend and hold harmless AllPass, Company, and each of their respective current and future parents, subsidiaries, affiliates, and each of their respective officers, employees, agents, and licensees from and against any and all losses, expenses, damages, claims, fines, penalties, costs and liabilities (including all legal and accounting fees) (“Claims”), arising from or relating to (a) Subscriber’s use of or access to the AllPass Program or AllPass Services, (b) the breach by Subscriber of any term, condition, representation, warranty, covenant, agreement made in, or other provision of, these Terms, (c) any claims by any local, state or federal government or regulatory agency, authority or board relating to the Subscribers use of, access to, or other exploitation of any of the AllPass Program, the AllPass Services, or the Benefits; and (d) any claim of copyright infringement, trademark infringement or other intellectual property infringement relating to Subscriber’s use of the Platform, and (e) Subscriber’s gross negligence or willful misconduct.
These Terms and the legal relations among the parties to these Terms shall be governed by and construed in accordance with the laws of the State of New York applicable to such agreements wholly made and to be performed within New York, notwithstanding any conflict of law provisions to the contrary. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms or any AllPass Subscription.
Any action which in any way involves the rights, duties and obligations of any party hereto under these Terms shall be brought in courts located in New York County, New York, and the parties hereto hereby submit to the personal jurisdiction of such courts. Each of Subscriber waives any objection that it may have based on improper venue or forum non conveniens to the conduct of any such suit or action in any such court. Nothing herein shall preclude Company from seeking injunctive relief, mandatory orders, or specific performance or other relief in any competent jurisdiction. If any provision of the present Terms shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
These Terms and any and all other legal notices or statements posted on or communicated through the AllPass Program constitute the entire agreement between Subscriber and AllPass with respect to the use of the AllPass Program or AllPass Services, including your AllPass Subscription.
[+ ARBITRATION & PROHIBITIONS ON CLASS ACTIONS (TO BE REVISED OFF OF BOLT’S END USER TERMS - SECTION 15).]
Updates to These Terms
We reserve the right to modify these Terms from time to time. Your continued use of the AllPass Program constitutes your acceptance of the revised AllPass Terms. If we make material changes to these Terms while you have an active AllPass Subscription, we will notify you at the email address you provided to us that is associated with your AllPass Subscription or by posting an update on our website.
These Terms are of a personal nature with respect to Subscriber, and therefore Subscriber shall not assign, sub-license, encumber or transfer these Terms and any Subscription, or any of its rights or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without our prior written approval in each instance. Any attempted assignment sub-license, encumbrance or transfer by Subscriber in violation of the foregoing shall be void and of no force or effect. Company shall have the right to assign, encumber, sublicense and/or transfer the AllPass Program, the AllPass Services, or any agreement related thereto in any form or manner, without the knowledge, consent or approval of you. These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.
Company makes no representation that the AllPass Program, AllPass Services and AllPass Material is appropriate or available for use in every country of the world. You are responsible for compliance with applicable local laws, keeping in mind that access to AllPass Material may not be legal by certain persons or in certain countries and the Program may identify services that are not available worldwide.
If any term or provision, or any portion thereof, of these Terms, as applied to either us or you, or any circumstance, for any reason shall be declared by a court of competent jurisdiction to be invalid, illegal, unenforceable, inoperative or otherwise ineffective, then: (i) such term or provision, or any portion thereof, shall be eliminated to the minimum extent necessary, such that such term or provision, or any portion thereof, shall be deemed not to form part of these Terms, and (ii) if permitted by applicable law, such provision shall be reformed and rewritten so as to most closely reflect the intention of AllPass in preparing these Terms, such that these Terms shall otherwise remain in full force and effect and enforceable.
If you have any questions, comments, or suggestions about your AllPass Subscription, Account, these Terms, or if you have any other questions regarding the AllPass Program, please contact AllPass by email at [support@AllPass.com]. We will address your concerns and attempt to resolve any privacy issues in a timely manner. Billing-related questions or notices unrelated to the AllPass Program should be directed to the applicable Participating Merchant’s customer service department as designated by such Participating Merchant.
You may also contact us by mailing us at:
c/o Authentic Brands Group, LLC
Attn: General Counsel
1411 Broadway, 21st Floor
New York, NY 10018
© ABG-AP, LLC, 2021. All Rights Reserved.
Last Updated: October 2021