TERMS OF SERVICE

MILLENNIUM eGift - Gift Certificate Portal By Millennium Systems International

These Terms of Service (“Terms” or “Agreement”) apply to the “Millennium eGift” gift certificate portal (the “GC Portal”) and are effective on the date you sign below. The GC Portal is the sole property of Millennium Systems International By signing below, paying the Fees, and complying with these Terms, Millennium grants you a non-exclusive, non-assignable, limited license to enter and use the GC Portal. These Terms are in addition to (and not in lieu of) any other terms of use, or specific terms and conditions that apply to any other product or service you purchase or access through Millennium Systems International (“Millennium”)

  1. Fees; Payment Terms and Conditions.A “Recurring Fee” of four (4%) percent of your “Net Sales” of the previous month (collectively, the “Fees”) for which you will be billed monthly. You will be billed monthly for the Recurring Fee, on the first of each month, for the previous month’s activity. All Recurring Fees are due on receipt, and not later than fifteen (15) days from the date of invoice. “Net Sales” mean the total monies generated via the GC Portal, less applicable discounts and promotions. All Fees are exclusive of all taxes, duties or levies, which are your sole responsibility. Customized project management or design work (“Custom Work”), if agreed to be conducted by Millennium, will be billed at Millennium’s then current rates.
    1. Millennium may suspend your account or deactivate the GC Portal if your Fees remain unpaid after the applicable due date. If your Fees remain unpaid after the expiration of thirty (30) days of the due date, Millennium may terminate your access to the GC Portal. The integrity of your data within the GC Portal will be preserved until your account is reinstated, but not longer than one (1) year from the date of suspension. If you believe any Fees are in error, you must notify Millennium in writing within five (5) business days of date of invoice. All fees are non-refundable. You agree to indemnify and hold Millennium harmless from any liability resulting from its actions attempting to secure payment for unpaid Fees.
    2. For purposes of identification and billing, you agree to provide us with current, accurate, complete and updated information including your name, address, telephone number and applicable payment information. Millennium will endeavor to process your payments properly, and in a timely manner, but shall incur no liability if it cannot process or complete any one or more transactions due to any one or more of the following circumstances: (i) If your payment account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your credit card, or, your payment or credit card does not otherwise permit the transaction to be executed; (ii) You have not provided us with the correct account information to process your payment accurately; (iii) Circumstances beyond our control prevent processing or consummation of a transaction, including, but not limited to fire, flood, acts of war, terrorism or other outside interferences or “force majeure” events.
    3. Millennium reserves the right to modify services, prices, or any other terms and conditions of this Agreement at any time after any initial subscription agreement term, and all such modifications and adjustments shall be deemed effective immediately. Millennium will send you a notice of change within thirty (30) days prior to the effective date of such change.
  2. Term; Cancellation. The Term of this Agreement commences on the date you sign below, and will continue through the end of that calendar month. Thereafter, these Terms automatically renew on a month-to-month basis, until either party provides thirty (30) days written notice of termination, in which case Fees are due for all activity through and including the date of termination.
  3. Compliance; Representations.Your rights to use the GC Portal are expressly conditioned upon your compliance with these Terms and your timely payment of Fees. You agree to honor each gift certificate issued via the GC Portal according to these Terms and otherwise in compliance with applicable federal, state, and local laws. Unredeemed gift certificates are your responsibility, and you are accountable for such unredeemed certificates upon the sale, transfer, or termination of your business. Millennium is not responsible for your failure to comply with applicable laws, or for any damage or losses resulting from your transactions with customers.
    1. You represent, warrant and covenant to Millennium that: (i) The person executing this Agreement has the legal capacity and authority to bind your business; (ii) You have all rights or licenses for your images, intellectual property (including logos, trademarks, or copy), or other materials you submit to be incorporated in to any “GC Products” (as hereafter defined); (iii) You will not use the GC Portal to display any content or image determined to be objectionable by Millennium, in its sole discretion; (iv) You will not violate any law, third-party rights, or post any false, inaccurate, misleading, defamatory or libelous content or statements using the GC Portal; and (v) You will indemnify, defend and hold Harms harmless from and against any and all claims, liabilities, costs, expenses, or damages (including reasonable attorney’s fees), arising from your breach of any one (1) or more of the foregoing.
  4. Content. "Content" means all templates and themes created by Millennium, standard or otherwise, and text, graphics, interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code contained in or about the GC Portal, and within or about the gift certificates or other products created by Millennium via the GC Portal (the “GC Products”), including design, structure, selection, coordination, arrangement, expression, and “look and feel”. The Content is owned, licensed to, or controlled by Millennium, and is protected by all applicable laws, including trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. You are not authorized to use the Content for any other purpose other than in the GC Products without Millennium express and specific written consent. Ownership of Custom Work may be subject to a separate written agreement between you and Millennium.
  5. Security, Connectivity and Performance. Millennium may take any steps it deems necessary to maintain the security, connectivity, performance of the GC Portal, including suspension of or termination thereof, if, in its discretion, same is a warranted as a result of a material or otherwise critical failure, security breach, or allegation of infringement of violation of privacy, or other emergency. In such cases, Millennium cannot guarantee a full restoration of your data. You must take full responsibility to manage the back up of your data.
  6. Assignment of Duties. Millennium may assign or transfer this Agreement or any of its rights hereunder without notice to you. Your rights and obligations under this Agreement cannot be assigned by you to any third party else without Millennium express and specific prior written consent.
  7. Indemnity, Warranty and Limitation of Liability. You shall, at your expense, indemnify, save, defend, and hold Millennium harmless from and against any and all claims resulting from your improper or unauthorized use of the GC Portal. You represent to Millennium that the party signing this Agreement has the full power, right and authority to enter into and perform pursuant to these Terms. Millennium represents and warrants that GC Portal services will be performed in a professional manner, consistent with generally accepted industry standards. MILLENNIUM’S MAXIMUM LIABILITY FOR DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO REIMBURSEMENT OF THE TOTAL FEES PAID BY YOU TO MILLENNIUM OVER THE ONE (1) YEAR PERIOD PRIOR TO ANY EVENT GIVING RISE TO SUCH DAMAGES, IN ANY EVENT, NOT TO EXCEED ONE-THOUSAND DOLLARS ($1,000.00).
  8. Governing Law; Jurisdiction; Notices. (i) This Agreement shall be construed and enforced in accordance with the internal laws of the State of New Jersey, without giving effect to the principles of conflicts of laws. You expressly agree to the exclusive jurisdiction of the state or federal courts of the State of New Jersey as the venue for any claim or dispute, and further agree to submit to the personal jurisdiction of such courts for the purpose of litigating any claim or action in connection with this Agreement. (ii) All notices, demands, requests, consents, approvals or other communications to or from the parties hereto shall be in writing and shall be sent by a nationally recognized overnight courier, expenses prepaid or charged to the sender, or by certified mail, return receipt requested, postage prepaid.
  9. Authorization. Your signature below indicates your agreement to be bound by these Terms. All persons signing this Agreement are responsible for paying the Fees. You authorize Millennium to charge the account specified below. You agree to pay Millennium the Fees in accordance with these Terms. Millennium may continue to charge the account specified below, or suspend your account in accordance with these Terms.