Egift: Terms of Service
Last Updated: August 08, 2020
These terms (“eGift Terms”) apply to Your access to and use of the “Meevo eGift” gift certificate portal (the “GC Portal”) and are automatically effective when you elect to add the GC Portal to your Meevo Subscription (the “Meevo Subscription” or “Subscription”). The GC Portal is the sole property of MSI. By adding the GC Portal application to your Meevo Services, paying the fees associated with the GC Portal (hereafter “GC Portal Fees”), and complying with these eGift Terms, MSI grants you a non-exclusive, non-assignable, limited license to enter and use the GC Portal. Except as may otherwise be set forth in these EGift Terms, all terms and conditions governing Your access to and use of the GC Portal are set forth in MSI’s Terms of Service located at https://www.meevo.com/terms-of-service. Capitalized terms in these eGift Terms shall have the meaning ascribed to them in the TOS, unless specifically defined herein.
1. GC PORTAL FEES; PAYMENT TERMS AND CONDITIONS+
You agree to pay MSI a monthly fee, which shall be a percentage of your GC Portal “Net Sales” (as hereafter defined) for the previous month (the “GC Portal Fees” or “Recurring Fee”) as described in the Order Form You complete to sign-on to eGift, or as You and MSI may otherwise agree in any Services Agreement. To process payment, MSI will use your current method of payment associated with your MSI Account. You hereby grant MSI permission to process all GC Portal Fees through such method of payment on file with MSI. For the purposes of these eGift Terms, “Net Sales” mean the total monies generated via the GC Portal, less applicable discounts and promotions. All GC Portal Fees are exclusive of all taxes, duties or levies, which are your sole responsibility.
(a) You understand, acknowledge and agree that terms and conditions regarding unpaid or late fees are set-forth in the TOS located here.
(b) You must provide us with accurate billing and identification information as set-forth in the TOS located here.
(c) MSI reserves the right to modify services, prices, or any other of these eGift Terms upon thirty (30) days’ notice. All such modifications and adjustments will be effective upon expiration of such notice period.
2. TERM; CANCELLATION+
Your subscription to the GC Portal begins on the date you initiate Your Subscription via the Portal and execution an Order Form, and will run through the same billing date your Subscription fees are due. Thereafter, GC Portal Fees shall be due on the due date of your Meevo Subscription fees, together with Your other Subscription fees. MSI will process payment on Your Subscription Billing date for the previous month’s GC Portal activities. Your subscription to the GC Portal automatically renews on a month-to-month basis in accordance with your Meevo Subscription’s billing cycle until either You or MSI provides thirty (30) days written notice of termination. All GC Portal Fees are due MSI 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 the TOS and these eGift Terms and your timely payment of GC Portal Fees. You agree to honor each gift certificate issued via the GC Portal according to these eGift Terms and otherwise in compliance with Applicable Law. Unredeemed gift certificates are your responsibility, and, absent any agreement to the contrary, you are responsible for such unredeemed certificates upon the sale, transfer, or termination of your business. MSI is not responsible or liable for your failure to comply with Applicable Laws, or for any damage or losses resulting from your transactions with customers or other third parties.
(a) You represent, warrant and covenant to MSI that: (i) The person authorizing Your subscription to MSI’s GC Portal and eGift services has the full power and 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 MSI, 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 MSI harmless from and against any and all claims, liabilities, costs, expenses, or damages (including reasonable attorney’s fees), arising from your breach of these eGift Terms, the TOS and/or of any one (1) or more of the foregoing representations, warranties, or covenants.
4. GC PORTAL CONTENT+
“GC Portal Content” means all templates and themes created by MSI, 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 MSI via the GC Portal (the “GC Products”), including design, structure, selection, coordination, arrangement, expression, and “look and feel”. The GC Portal Content is owned, licensed to, or controlled by MSI, 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 GC Portal Content for any other purpose other than in the GC Products without MSI’s express and specific written consent. Ownership of Custom Work may be subject to a separate written agreement between You and MSI.
5. SECURITY, CONNECTIVITY and PERFORMANCE+
MSI 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 sole discretion, same is a warranted as a result of a material or otherwise critical failure, security breach, allegation of infringement of violation of privacy, or other emergency. You are solely responsible for management, maintenance and backup of Your Data as set-forth in the TOS located here.
6. ASSIGNMENT OF EGIFT SUBSCRIPTION+
MSI may assign or transfer these eGift services without notice to You. You may not assign your eGift subscription to any third party without MSI’s express and specific prior written consent. Any violation of this assignment provision is null and void and of no effect.
7. INDEMNITY, WARRANTY and LIMITATION OF LIABILITY+
You shall, at Your expense, indemnify, save, defend, and hold MSI harmless from and against any and all claims resulting from Your improper or unauthorized use of the GC Portal. MSI represents and warrants that GC Portal services will be performed in a professional manner, consistent with generally accepted industry standards. MSI’S MAXIMUM LIABILITY FOR DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO REIMBURSEMENT OF THE TOTAL FEES PAID BY YOU TO MSI 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).
By adding GC Portal to Your Subscription, You agree to be bound by these eGift Terms, including Your obligation to pay all applicable Fees, and You hereby authorize MSI to use the same method of payment on file used to subscribe to the Services to pay all GC Portal Fees. You agree to pay MSI the GC Portal Fees in accordance with these eGift Terms. MSI may continue to charge the account specified below, or suspend Your account in accordance with these eGift Terms.
9. TERMS OF SERVICE+
MSI’s Terms of Service are applicable to these eGift Terms. If there are any inconsistencies or ambiguity between the TOS and these eGift Terms, the TOS shall govern.