For Consumers Making Purchases on CertificatesOnDemand.com
Last Updated: 9-14-2008
These Terms of Service (TOS), is herein incorporated by reference, provide a set of policies and conditions that bind us.
Certificates On Demand, LLC (and its members, or sister companies, collectively referred to as "CertificatesOnDemand.com," "Company," "we," "our," or "us") is an aggregation service which facilitates transactions between the organization’s website through CertificatesOnDemand.com ("Listing Organizations"), and consumers who make purchases through CertificatesOnDemand.com ("Consumers").  CertificatesOnDemand.com does not conduct transactions for itself with Consumers. Consumers, when making purchases with any particular Listing Organization, will be subject to the specific Terms of Service and Privacy Policy in effect for the relevant Listing Organization.
Consumers are urged to always read the Terms of Service and Privacy Policy of any Listing Organization they wish to do business with, as CertificatesOnDemand.com expressly disclaims any and all liability resulting from the transactions between Consumer and the Listing Organizations.
For questions, comments or suggestions, please contact us at:

Certificates On Demand, LLC
P.O. Box 474
Wenham, MA 01984
Phone: 978 468 1684
Fax: 978 468 1685
www. CertificatesOnDemand.com
legal@CertificatesOnDemand.com

BY ACCESSING OR USING THIS WEBSITE, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTAND, AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THESE TERMS OF SERVICE.

• You won't use our services for illegal or immoral purposes.
• You understand that CertificatesOnDemand.com is just a service for the listing organization, and does not control how each organization listed on CertificatesOnDemand.com conducts itself or its business.
• You agree that CertificatesOnDemand.com cannot be held responsible for any misunderstanding between you and the organization you purchase from. Of course, if you have a problem, please tell us and we'll look into the problem and determine whether we should remove that organization from our listing service.
• You will not duplicate our database of organizations, nor use CertificatesOnDemand.com for anything other than finding and buying from organizations listed on CertificatesOnDemand.com .

Definitions

1. "Work Product" means, the database, the data contained within the database, the compilation of organizations, copyrights, look-and-feel, layout, programming, material, designs, discoveries, products, programs, routines, procedures, processes, formulas, know-how, techniques, improvements, developments, drawings, notes, documents, templates, images or elements within a design, font styles, images within fonts or elements, information and materials made, conceived or developed by CertificatesOnDemand.com alone or with others in the performance of the Services contracted, including without limitation, any and all materials provided to you hereunder by CertificatesOnDemand.com.
2. "Services" means any and all Work Product, functionality, advice, consulting or other work or efforts expended, loaned, leased, rented, given or otherwise provided to you by CertificatesOnDemand.com, whether over the Internet or otherwise.

CertificatesOnDemand.com Responsibilities

1. Maintenance. CertificatesOnDemand.com shall be responsible for maintaining Services; and shall strive to keep all functionality and sensitive data secure; and shall issue updates from time to time.
2. Consumer Data. CertificatesOnDemand.com agrees to not sell or intentionally release Consumer data, except to the Listing Organizations a Consumer conducts business with, third-party vendors as may be necessary to provide Services, or as required by law or compelled by court order.

Your Responsibilities

1. Read the Fine Print. Each Listing Organization has its own Terms and Conditions, affecting a variety of aspects of any transaction conducted with them. For example, a variety of important attributes of gift certificates can vary from one Listing Organization to another, including but not limited to the expiration date, refund policy and cancellation policy.
2. Seek Remedies with the Organization You Do Business With. You agree that CertificatesOnDemand.com is not responsible for any disputed business transaction/s resulting from your online and e-commerce activities with any of the Listing Organizations.
3. Timely Reporting of Problems. You agree to notify CertificatesOnDemand.com as quickly as practical, when you become aware of any critical failure in Services or breach of security.
4. Adherence to CertificatesOnDemand.com's Online TOS. You agree to read and abide by these Terms of Service.  You acknowledge that this agreement is intended to protect the quiet enjoyment of Services for all CertificatesOnDemand.com customers, and that a violation of this agreement could result in immediate termination of Services without notice to you. You further agree that we may amend or make modifications to our Terms of Service from time to time and without notice to you.

Consumer Data

1. Consumer Data. You agree CertificatesOnDemand.com may include your data as part of data aggregation for its own purposes, however under no circumstances shall aggregation include information that personally identifies you.
2. Unified Login. You understand and agree that any signup and/or login necessary for Services may feed, relate, participate, coordinate or share a larger Consumer database maintained by CertificatesOnDemand.com, its third-party vendors or its business partners.

Complaints Against Our Listing Organizations
We respond to third-party complaints or notices by submitting the information to the relevant Listing Organization and asking them to respond appropriately.
We do not monitor the inventory, website content or email of the Listing Organizations, nor do we take responsibility for the content or information contained on their websites or emails. In limited situations, as outlined in these Terms of Service, we may review the inventory, website content or email to validate compliance with our TOS.
We will use our best judgment in determining the sufficiency and adequacy of subpoenas, and you agree we are not liable to you in instances were we comply with a subpoena, and it later turns out the subpoena was improper, not legally sufficient or not adequate.
Emergencies & Use Affecting Others
We reserve the right to take any proactive steps we deem necessary to maintain the security, connectivity, performance and services of our Customers, including but not limited to actions requiring us to shut down our network, or review the content or inventory on a website.
Delegation of Duties
We reserve the right to delegate the rights or duties of these Terms of Service to a third-party, as well as transfer your account in the sale of assets or accounts to another organization. You agree that your Contract for Services may be transferred by us to another without limitation, and your duties and obligations under these Terms of Service shall not diminish under any circumstances involving a change of control, forfeiture, exchange of assets or bankruptcy (hereinafter "Change of Control") where performance for Services is the same, or substantially similar to, Services before the Change of Control occurred.
Indemnity, Warranty and Liability

1. Indemnity for Transaction. You shall, at your expense, defend and fully indemnify and hold us harmless against any and all claims or harms resulting from your use of our Services, allegations of fraud, misrepresentation, non-performance or non-delivery by the relevant Listing Organization; and any other manner or means of harm, expense, penalty, tax, or punitive or compensatory measure resulting from the transactions between you and the relevant Listing Organization, regardless of (1) whether or not CertificatesOnDemand.com had knowledge of, or should have known, of the claim or harm; (2) whether CertificatesOnDemand.com had been notified of the claim or harm; (3) whether CertificatesOnDemand.com could have taken action to mitigate the claim or harm; or (4) whether CertificatesOnDemand.com contributed or factored in the claim or harm.
2. Indemnification Procedures. If either Party becomes aware of a claim which may require indemnification, the indemnified Party will promptly notify the other Party in writing of the claim and will allow the other Party to assume full control of the defense and settlement of the claim. The indemnified Party will provide the other Party with the assistance and information necessary to defend and settle the claim.
3. Warranty. Each Party represents and warrants to the other Party that it has the full power, right and authority to enter into and perform a relationship with the other Party. CertificatesOnDemand.com further represents and warrants that Services will be performed in a professional manner, consistent with generally accepted industry standards. For any breach of such warranty, your exclusive remedy and CertificatesOnDemand.com's entire liability shall be the re-performance of the Services. You must request such remedy from CertificatesOnDemand.com in writing not more than fifteen (15) business days following the completion of the Services. You warrant that you own or have the right to provide to CertificatesOnDemand.com any Confidential Information. EXCEPT AS SET FORTH IN THIS SECTION, CERTIFICATES ON DEMAND, LLC MAKES NO WARRANTY, EXPRESS OR IMPLIED IN CONNECTION WITH THE SERVICES AND WORK PRODUCT, INCLUDING THE RESULTS AND PERFORMANCE THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR LEGAL COMPLIANCE.
4. Limitation of Liability. THE MAXIMUM LIABILITY OF CERTIFICATES ON DEMAND, LLC TO YOU FOR DAMAGES RELATING TO CERTIFICATES ON DEMAND, LLC FAILURE TO PERFORM SERVICES HEREUNDER SHALL BE LIMITED TO REIMBURSEMENT OF ANY FEES PAID BY YOU TO CERTIFICATES ON DEMAND, LLC. NOTWITHSTANDING THE FOREGOING, THE MAXIMUM LIABILITY OF CERTIFICATES ON DEMAND, LLC TO YOU FOR DAMAGES FOR ANY AND ALL OTHER CAUSES WHATSOEVER, AND COMPANY'S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO REIMBURSEMENT OF THE TOTAL FEES PAID BY YOU TO CERTIFICATES ON DEMAND, LLC  IN NO EVENT SHALL CERTIFICATES ON DEMAND, LLC BE LIABLE FOR (i) ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SOFTWARE OR THE SERVICES PROVIDED HEREUNDER, EVEN IF CERTIFICATES ON DEMAND, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR OTHERWISE FOR ANY SUCH CLAIM, OR (ii) FOR ANY DAMAGES OR COSTS ARISING FROM ANY THIRD PARTY'S ACTIONS, FAILURE TO ACT, OR DELAY IN PERFORMING ANY OBLIGATION WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CERTIFICATES ON DEMAND, LLC SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE.

Miscellaneous

1. Severability. In the event any provision of these Terms of Service is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
2. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Massachusetts, excluding conflict of laws provisions, applicable to agreements made and fully performed therein. The Consumer agrees any dispute or claim relating to or arising from this agreement or other claims or actions relating to the relationship between the Consumer and Certificates On Demand, LLC, shall be submitted to arbitration in Essex County Massachusetts, for full and final resolution. The decision of the arbitrator shall be final and binding on all parties. The Consumer agrees to waive any claim to trial by jury or to any court.
3. Waiver. The failure by either Party to enforce, at any time, any of the provisions of this Agreement, or to exercise any election or option provided herein, shall in no way be construed as a waiver of such provisions or options, nor in any way to affect the validity of this Agreement or any part thereof, or the right of either Party thereafter to enforce each and every such provision.
4. Notice. All notices, requests, consents and other communications required or permitted under these Terms of Service shall be in writing and shall be sent by email, or registered or certified mail, postage prepaid or transmitted by telegram or telefax if confirmed by such mailing, to you or Certificates On Demand, LLC. Either Party may change its address by written notice to the other.
5. Force Majeure. Either Party will be excused from any delay or failure in performance hereunder, caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, novelty of product manufacture or other unanticipated product development problems, disruptions of Internet service, and governmental requirements. The obligations and rights of the Party so excused will be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay; provided that such Party will give notice of such force majeure event to the other Party as soon as reasonably possible.