eGiftworks.com, Inc.
TERMS OF SERVICE

egiftworks.com, Inc. ("egiftworks.com") provides its service to you subject to the following Terms of Service ("TOS"). In addition, when using specific egiftworks.com services, you and egiftworks.com will be subject to any guidelines or rules applicable to these services which egiftworks.com may communicate to you or post from time to time. These guidelines or rules are considered included in the TOS.

1. DESCRIPTION OF SERVICE
egiftworks.com currently provides users with online gift certificate services (the "Service"). Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including any new egiftworks.com services, will be subject to the TOS.

2. WHAT YOU MUST DO TO USE THE SERVICE
In order to use the Service, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.

3. YOUR REGISTRATION INFORMATION MUST BE ACCURATE, CURRENT AND COMPLETE
In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or egiftworks.com has reasonable grounds to believe that such information is untrue, inaccurate, not current or incomplete, egiftworks.com has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

4. YOUR OBLIGATION TO PAY FEES
You agree to pay all subscription, service and use fees, if any, egiftworks.com charges you for the Service. You agree to pay all costs (including attorney's fees), if any, incurred by egiftworks.com in collecting overdue fees from you, and to pay a late charge on any overdue fees at a rate equal to the lesser of 1.5% per month or the maximum rate allowed under applicable law. You also agree to pay all foreign, federal, state and local taxes applicable to your access, use or receipt of the Service.

5. ACCESS, PASSWORDS AND SECURITY
You may designate up to the number of locations under your account which corresponds to the level of Service you are receiving from egiftworks.com. You will be responsible for the confidentiality and use of your access number(s), password(s), and account number(s). You will be responsible for all electronic communications, including account registration and other account holder information, e-mail and financial, accounting and other data ("Electronic Communications") entered through or under your access number(s), password(s) or account number(s). egiftworks.com will act as though any Electronic Communications it receives under your access number(s), password(s) or account numbers(s) will have been sent by you. You agree immediately to notify egiftworks.com if you become aware of any loss or theft or unauthorized use of any of your access number(s), password(s) and/or account number(s).

6. THE WAY WE HANDLE ELECTRONIC COMMUNICATION BETWEEN YOU AND EGIFTWORKS.COM
The Service allows you to send Electronic Communications directly to egiftworks.com and interact within applicable areas of the Service. Electronic Communications include your businesses gift certificate financial and accounting data which you send through the Service (the "Accounting Data"). You acknowledge and agree to the following with respect to use of Electronic Communications through the Service:

1. egiftworks.com shall be entitled, but is not obligated, to review or retain your Electronic Communications for your compliance with the TOS and the security of the Service. egiftworks.com may also review or retain Electronic Communications (other than Accounting Data) for other reasons which egiftworks.com believes in good faith will improve the quality of the Service.

2. egiftworks.com may disclose Electronic Communications if required to by law or in the good faith belief that such disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any Electronic Communications violate the rights of third parties; or (iv) protect the rights, property, or personal safety of egiftworks.com, its users or others;

3. You will not use any Electronic Communication for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene or threatening. You will not use the Service to solicit egiftworks.com customers or others to participate in the solicitation of egiftworks.com customers or others for any purpose;

4. You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights;

5. You will not in any way express or imply that any opinions contained in your Electronic Communications are endorsed by egiftworks.com;

6. You agree to provide egiftworks.com with your e-mail address, promptly provide egiftworks.com with any changes to your e-mail address and accept Electronic Communications from egiftworks.com at the e-mail address you specify;

7. You agree that egiftworks.com may provide notices, statements and other communications to you solely through e-mail, posting on the Service or other electronic transmission; and

8. You understand that the technical processing and transmission of the Service, including your Electronic Communications, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

7. SECURITY OF DATA TRANSMISSION
You agree to use software produced by third parties, including, but not limited to, "browser" software that supports a data security protocol compatible with the protocol used by egiftworks.com. Until notified otherwise by egiftworks.com, you agree to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by egiftworks.com and follow egiftworks.com's log-on procedures for Service that support such protocols. You acknowledge that egiftworks.com is not responsible for notifying you of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet. You acknowledge that it is possible that Electronic Communications may be accessed by unauthorized third parties when communicated between you and egiftworks.com using the Internet, other network communications facilities, telephone or any other electronic means.

8. GENERAL PRACTICES REGARDING USE OF THE SERVICE
You acknowledge that egiftworks.com may establish general practices and limits concerning use of the Service, including without limitation the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You acknowledge that egiftworks.com reserves the right to disable accounts that are inactive for an extended period of time. You further acknowledge that egiftworks.com reserves the right to change these general practices and limits at any time, in its discretion.

9. SECURITY AND STORAGE OF ACCOUNTING DATA
The security of your Accounting Data may be maintained through the use of data encryption, data security protocols, passwords and other methods which egiftworks.com may employ, or which egiftworks.com may suggest or require that you employ. You agree that egiftworks.com has no responsibility or liability for the deletion or failure to store any Accounting Data transmitted by you or anyone else to the Service.

10. EGIFTWORKS.COM'S PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in sponsor advertisements or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

egiftworks.com grants you a non-transferable, non-exclusive and terminable right and license to use the object code of its Software; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Software or any part thereof or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in or to the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by egiftworks.com for use in accessing the Service

11. TRADEMARK INFORMATION
" egiftworks.com" and the egiftworks.com logo and other egiftworks.com trademarks, service marks, logos and product and service names are trademarks of egiftworks.com (the "egiftworks.com Marks"). You agree not to display or use the egiftworks.com Marks in any manner without egiftworks.com's express prior written permission.

12. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EGIFTWORKS.COM EXPRESSLY DISCLAIMS 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.

2. EGIFTWORKS.COM MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED.

3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EGIFTWORKS.COM OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

4. NO ACCOUNTING, FINANCIAL, LEGAL OR TAX ADVICE OR COUNSEL IS GIVEN, OR SHALL BE DEEMED TO HAVE BEEN GIVEN, BY THE SERVICE.

13. LIMITATION OF LIABILITY
IN NO EVENT WILL EGIFTWORKS.COM BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE ITEMS) EVEN IF EGIFTWORKS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOU AGREE THAT THE LIABILITY OF EGIFTWORKS.COM ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICE. egiftworks.com shall not be liable for any loss resulting from a cause over which egiftworks.com does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to your computer; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities or your telephone or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes. egiftworks.com is not responsible for any damage to your computer, software, modem, telephone or other property resulting from your use of the Service. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14. INDEMNITY
You agree to defend, indemnify and hold egiftworks.com harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of the TOS, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of Service.

15. MODIFICATIONS TO OR DISCONTINUATION OF SERVICE
egiftworks.com reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that egiftworks.com shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

16. OUR ABILITY TO TERMINATE SERVICE
You agree that egiftworks.com, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Electronic Communications within the Service, for any reason, including, without limitation, for lack of use or if egiftworks.com believes that you have violated or acted inconsistently with the letter or spirit of the TOS. egiftworks.com may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this TOS may be effected without prior notice, and acknowledge and agree that egiftworks.com may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that egiftworks.com shall not be liable to you or any third party for any termination of your access to the Service; provided, however, that if the termination is unrelated to your acts or omissions egiftworks.com will refund the pro rata portion of any fee that may have been paid by you for the portion of the Service not furnished to you as of the date of such termination.

17. DEALINGS WITH ADVERTISERS
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that egiftworks.com shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

18. LINKS
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because egiftworks.com has no control over such sites and resources, you acknowledge and agree that egiftworks.com is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that egiftworks.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

19. NOTICES
Notices to you from egiftworks.com may be made by either email or regular mail. The Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you on the Service.

20. MODIFICATIONS
The TOS may be modified by egiftworks.com upon notice to you. If egiftworks.com sends you notice, via e-mail, posting on the Service or otherwise, of a modification, you confirm your acceptance of the modification by not closing and/or by continuing to use the Service.

21. GENERAL PROVISIONS
The TOS constitute the entire agreement between you and egiftworks.com and govern your use of the Service, superceding any prior agreements between you and egiftworks.com with respect to the subject matter contained in the TOS. The TOS may only be modified or amended as set forth above in Section 20 or otherwise in a writing signed by egiftworks.com and you. The TOS and the relationship between you and egiftworks.com shall be governed by the laws of the State of Utah without regard to its conflict of law provisions. You and egiftworks.com agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Utah County, Utah. The failure of egiftworks.com to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The Section titles in the TOS are for convenience only and have no legal or contractual effect.

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