| 2. |
Millennium and/or its contracted fulfillment companies, shall fulfill all Certificates redeemed by Buyers customers in accordance to the terms and conditions found on the back of each Certificate. Certificates may require that a shipping and handling fee be paid by Buyers customer in the form of a money order or cashiers check. |
| 3. |
Buyer shall not in any way directly or indirectly provide redemption assistance to its customers, and shall not under any circumstance pay to Millennium the customers shipping and handling fees. If Buyer is found to be in Breach of this provision Millennium reserves the right to cancel all certificates purchased by Buyer, and shall not be obligated to fulfill said certificates. Buyer shall let customers have sole responsibility and control of when they redeem said certificates, and allow customers to not redeem certificates if they so choose. |
| 4. |
Without Millenniums sole discretion Buyer shall not transfer any Certificates to any 3 rd party other than the customers, potential customers, or employees of Buyer. Buyer shall not resell Certificates to any entity without the express written consent of Millennium. |
| 5. |
Buyer shall be responsible for the preparation and publishing of any advertising or promotional materials in which the Certificates are offered. Millennium shall not be obligated to review and/or approve such materials prior to publication. Buyer shall not reference Millennium in any way in any of said materials used for promoting Certificates. Buyer agrees to indemnify and hold harmless Millennium from any and all disputes or issues arising from such advertisements. |
| 6. |
Buyer agrees to comply with any and all laws or regulations relating to the distribution of Certificates. It is also buyers responsibility to review such laws applicable in their marketplace, or according to their business model if applicable. |
| 7. |
Buyer shall indemnify, hold harmless and defend if necessary Millennium, and it’s employees, contractors, agents, or affiliates from and against any and all liabilities, losses, damages or other expenses directly relating to Buyers distribution of said certificates. |
| 8. |
This agreement may be terminated by Millennium immediately and at any time upon written notice to buyer. If this agreement is terminated for any other reason than Buyers breach, Millennium shall be obligated to refund any undistributed Certificates that are returned to Millennium within 10 business days. If this agreement is terminated due to Buyers breach of any provisions found herein Buyer shall not be entitled to any refund. Upon termination of this agreement Buyer agrees to immediately stop all distribution of Certificates purchased from Millennium. Buyer shall either destroy or return any and all remaining Certificates in its possession. If this agreement is terminated for any other reason than Buyers breach, Millennium shall fulfill any Certificates Buyer has distributed prior to termination, that are properly redeemed by its customers. Should any offer represented on certificates purchased by Buyer become unavailable, Millennium reserves the right to replace such offer with another of equal or greater value. |
| 9. |
All products distributed on merchandise Certificates shall carry no less than a 90 day manufacturers warranty. Buyer shall in no way make any promises regarding the warranties of such products, verbal or otherwise to its customers. |
| 10. |
Millenniums liability shall be limited to the value of Certificates purchased by Buyer. |
