1. Introduction

Welcome to BuyNowMedia. These terms and conditions („Terms”) apply to the services available from www.buynowmedia.com („Website”). The Website is owned and operated by BuyNowMedia Limited („BuyNowMedia”).
Your use of BuyNowMedia’s services is governed by these Terms. Before you can use the services you must read and accept these Terms which constitute a legally binding agreement between you and BuyNowMedia („User Agreement”).

2. Interpretation

2.1 In these Terms the following words shall have the following meanings:
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Pre-existing Materials: all information and materials provided by BuyNowMedia relating to the Services which existed prior to the commencement of the User Agreement including but not limited to all source codes and other materials relating to the Website.
Seller: the person or company who sells goods and/or services via the Website.
Services: the auction hosting services to be provided by us via the Website under the terms of the User Agreement.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
2.2 Condition, schedule and paragraph headings shall not affect the interpretation of these conditions.
2.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.4 The schedules form part of the User Agreement and shall have effect as if set out in full in the body of these Terms.
2.5 Words in the singular shall include the plural and vice versa.
2.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
2.7 Any obligation in the User Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

3. Application of Terms

3.1 These Terms shall apply to and be incorporated into the User Agreement.
3.2 Your acceptance of these terms constitutes an offer by you to use the Services on these Terms.
4. Commencement and duration

4.1 The Services supplied under User Agreement shall be provided by BuyNowMedia to you from date of acceptance by BuyNowMedia of your offer in accordance with condition 3.2.
4.2 The Services supplied under the User Agreement shall continue to be supplied until provision of the Services have been completed or shall continue to be supplied unless terminated in accordance with condition 10.

5. Your obligations

5.1 you hereby warrant and undertake that you shall use the Services and the Website in accordance with the Terms of Use (available on request)
5.2 It is acknowledged and agreed that BuyNowMedia provides the Services to enable you to purchase goods and/or services from the Seller. You will enter into a contract directly with the Seller and shall agree to be bound by the Seller’s terms and conditions. You acknowledge and agree that as between you and the Seller you will be responsible for:
(a) ensuring that you agree to be bound by Seller’s conditions of sale (available on request);
(b) paying the Seller where you are the highest bidder within the timeframe stipulated by the seller;
(c) getting copy to the Seller in the manner prescribed. Please note that failure to comply with this obligation may result in you paying for services that you do not receive;
(d) any and all dealings with the Seller including arranging delivery of the goods and or services sold by the Seller.
5.3 If BuyNowMedia’s performance of its obligations under the User Agreement is prevented or delayed by any act or omission by you, your agents, sub-contractors or employees, BuyNowMedia shall not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from such prevention or delay.
5.4 You shall not, without the prior written consent of BuyNowMedia, at any time from the date that the Services were provided to the expiry of six months after the last date of supply of the Services, solicit or entice away from BuyNowMedia or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the BuyNowMedia in the provision of the Services.

6. Intellectual property rights

6.1 All Intellectual Property Rights and all other rights in the Pre-existing Materials shall be owned by BuyNowMedia. Subject to condition 6.2, BuyNowMedia licenses all such rights to you free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable you to make reasonable use of the Services. If this User Agreement is terminated, this licence will automatically terminate.
6.2 You acknowledge that, where BuyNowMedia does not own any Pre-existing Materials, your use of rights in Pre-existing Materials is conditional on BuyNowMedia obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle BuyNowMedia to license such rights to you.

7. Confidentiality and BuyNowMedia’s property

7.1 You shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to you by BuyNowMedia, its employees, agents or sub-contractors and any other confidential information concerning BuyNowMedia’s business or its products which you may obtain. You shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging your obligations to BuyNowMedia, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind you.
7.2 This condition 7 shall survive termination of the User Agreement however arising.

8. Limitation of liability - YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION

8.1 This condition 8 sets out the entire financial liability of BuyNowMedia (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you in respect of:
(a) any breach of the User Agreement;
(b) any use made by you of the Services; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the User Agreement.
8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the user Agreement.
8.3 Nothing in these Conditions limits or excludes the liability of BuyNowMedia:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by the BuyNowMedia.
8.4 Subject to condition 8.2 and condition 8.3:
(a) BuyNowMedia shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss of corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
8.5 You will not hold BuyNowMedia responsible for any Sellers actions or inactions. You acknowledge and agree that the Services provided to you by BuyNowMedia offer a platform for you to purchase and Sellers to sell goods and/or services. At no point does BuyNowMedia have possession of anything listed or sold through the Website. BuyNowMedia is not party to the actual transaction between you and the Seller and you will not hold BuyNowMedia responsible for the actions or inactions of Sellers involved in transactions or for ensuring that Sellers actually complete transactions.
8.6 You acknowledge and agree that BuyNowMedia has no control over, does not guarantee and you will not hold BuyNowMedia responsible for:
(i) your ability to purchase goods and/or services (unless your ability is impaired due to an issue with the Website);
(ii) the ability of Sellers to provide your goods and/or services;
(iii) whether a Seller will complete a transaction.

(iv) you acknowledge and agree that the Seller has the right to refuse your advertising within 24 hours of you having won the auction, and has the right to refuse your artwork within 24 hours from having received it, should it feel that such artwork may impact negatively on the Seller. Should either of these situations arise, you will not be liable to pay any fees to the Seller
8.7 BuyNowMedia cannot confirm and is not responsible for confirming the identity of any Seller. If you have a dispute with any Seller, you release BuyNowMedia (and its officers, directors, agents, subsidiaries and employees) from all and any claims, demands and damages (actual and consequential) arising out of or in any way connected with such disputes.

8.8 AGENCIES & SPECIALIST AGENCIES – YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION:

Any agency, specialist agency or company wishing to purchase media through BuyNowMedia, does so on BuyNowMedia’s terms and therefore, are not entitled to any agency commissions or commissions of any kind and the price paid for the media is the price of the winning bid and any commission agreements that may be in place with any media owner on the site are void whilst purchasing media via BuyNowMedia

9. Data protection

You acknowledge and agree that details of your name, address and payment record may be submitted to a credit reference agency and personal data will be processed by and on behalf of BuyNowMedia in connection with the Services and in accordance with its Privacy Policy, available on request. You also acknowledge and agree that your details may be used by BuyNowMedia, but not third parties, for promotional use from time to time to keep you informed of any changes regarding BuyNowMedia.

10. Termination

10.1 Subject to condition 10.2, the User Agreement shall terminate automatically on completion of the Services.
10.2 Without prejudice to any other rights or remedies which the parties may have, BuyNowMedia may terminate the User Agreement without liability to you immediately on giving notice to you if:
(a) you commit a material breach of any of the terms of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of the Client being notified in writing of the breach; or
(b) an order is made or a resolution is passed for your winding up, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order against you; or
(c) an order is made for the appointment of an administrator to manage your affairs, business and property, or documents are filed with a court of competent jurisdiction for the appointment of an administrator, or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(d) a receiver is appointed of any of your assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of you, or if any other person takes possession of or sells the your assets; or
(e) you make any arrangement or composition with your creditors, or make an application to a court of competent jurisdiction for the protection of your creditors in any way; or
(f) you cease, or threaten to cease, to trade; or
(g) you take or suffer any similar or analogous action in any jurisdiction in consequence of debt.
10.3 On termination of the User Agreement for any reason:
(a) you will still be bound by the seller’s terms and conditions for items bought and committed to prior to cancellation;

(b) The accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.

11. Force majeure

BuyNowMedia shall have no liability to you under the User Agreement if it is prevented from or delayed in performing its obligations under the User Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

12. Variation

No variation of the User Agreement or these Terms shall be valid unless it is in writing and signed by or on behalf of each of the parties.

13. Waiver

A waiver of any right under the User Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

14. Severance

14.1 If any provision (or part of a provision) of the User Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
14.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.

15. Assignment

15.1 you shall not, without the prior written consent of BuyNowMedia, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the User Agreement.
15.2 BuyNowMedia may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the user Agreement.

16. No partnership or agency

Nothing in the User Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

17. Rights of third parties

The User Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

18. Notices

Notice given under the User Agreement shall be in writing, sent for the attention of the person, and to the address or fax number, given in the User Agreement (or such other address, fax number or person as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition 18 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

19. Governing law and jurisdiction

19.1 The User Agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England.
19.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the User Agreement or its subject matter.