PLEASE READ CAREFULLY: UNLESS THE CUSTOMER HAS ANOTHER VALID AGREEMENT WITH itsmygifts.com OR ITS SUPPLIERS WHICH TERMS APPLY TO THE SPECIFIC PRODUCT (INCLUDING SOFTWARE) PURCHASED OR LICENSED FROM itsmygifts.com, OR UNLESS OTHER itsmygifts.com TERMS OR ADDITIONAL itsmygifts.com TERMS ARE SPECIFIED ON ANY itsmygifts.com WEB SITE FOR A SPECIFIC PRODUCT, THE FOLLOWING itsmygifts.com TERMS OF SALES (TERMS) (WITH ANY ADDITIONAL itsmygifts.com TERMS IF SO SPECIFIED) WILL APPLY AND GOVERN ALL itsmygifts.com SALES AND LICENSES OF itsmygifts.com PRODUCTS.

BY USING, DOWNLOADING, INSTALLING, COPYING, OR ACCESSING THE PRODUCT, OR BY CHOOSING THE "I ACCEPT" OPTION LOCATED ON OR ADJACENT TO THE SCREEN WHERE THIS AGREEMENT MAY BE DISPLAYED, YOU AGREE TO THE TERMS BELOW. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, AND DELIVERY OF THE PRODUCT IS EFFECTED, DO NOT USE, DOWNLOAD, INSTALL, COPY, OR ACCESS THE PRODUCT, AND PROMPTLY RETURN THE PRODUCT TO itsmygifts.com AND OBTAIN A REFUND OF THE AMOUNT YOU PAID, IF ANY. IF YOU DOWNLOADED ANY SOFTWARE, CONTACT THE PARTY FROM WHOM YOU ACQUIRED IT.

itsmygifts.com Base Terms

1. Definitions

   1. "Affiliate" of a party means an entity controlling by, or under common control with, that party.
   2. "Deliverable" means the tangible work product resulting from the performance of Service excluding Products and Custom Service.
   3. "itsmygifts.com Branded" means Products and Support bearing a trademark or service mark of itsmygifts.com or any itsmygifts.com Affiliate.
   4. "Product" means merchandise, Hardware and Software listed in itsmygifts.com's standard price list at the time of itsmygifts.com's acceptance of Customer order, and including products that are modified, altered, or customized to meet Customer requirements ("Custom Products").
   5. "Sidekick" is an itsmygifts.com-specific nickname for Affiliates.
   6. "Software" means machine-readable instructions and data (and copies thereof) and related updates and upgrades, licensed materials, user documentation, user manuals, and operating procedures. Software also includes such electronic documents (such as web pages) created for the purpose of accessing and viewing via network and Internet protocols.
   7. Software License Information ("SLI") is license information that is specific to a Software Product. SLI may be found in a file in the Software Product’s directory or as information that accompanies the Software Product or in itsmygifts.com quotations. SLI is available upon request.
   8. "Specification" means technical information about Products published in itsmygifts.com Product manuals, user documentation, and technical data sheets in effect on the date itsmygifts.com delivers Products to Customer.
   9. "Transaction Document(s)" means an accepted Customer order (excluding pre-printed terms) and in relation to that order valid itsmygifts.com quotations, itsmygifts.com published technical data sheets, itsmygifts.com limited warranty statements delivered with or otherwise made available to Customer with Products, all as provided by itsmygifts.com, or other mutually executed documents that reference these itsmygifts.com Terms of Sales ("Terms").
   10. "Version" means a release of Software that contains new features, enhancements, and/or maintenance updates, or for certain Software, a collection of revisions packaged into a single entity and, as such, made available by itsmygifts.com to its customers (also called a "Release").

2. Prices and Taxes

   1. Prices. Product prices are specified in the current published itsmygifts.com price list at the time itsmygifts.com receives Customer's order, or in a valid Transaction Document. Prices are subject to change at any time prior to itsmygifts.com's acceptance of Customer's order, unless stated otherwise in a Transaction Document.
   2. Price Validity. Unless prices are changed by itsmygifts.com in accordance with these Terms, prices are valid for the period set forth in a Transaction Document. Product and Service prices for an order remain valid for ten (10) days from original order date unless otherwise quoted by itsmygifts.com.
   3. Taxes. Prices are exclusive of, and Customer shall pay, all taxes, duties, levies or fees, or other similar charges imposed on itsmygifts.com or on the Customer by any taxing authority (other than taxes imposed on itsmygifts.com's income) related to Customer's order, unless Customer has provided itsmygifts.com with an appropriate resale or exemption certificate for the delivery location. itsmygifts.com may, at its discretion, require Customer to provide proof in the form of a copy certified by a Notary Public. "Delivery location" means the location where itsmygifts.com transfers title or possession of Products to Customer or its designate.
   4. Withholding Tax. If Customer is required by law to withhold and remit tax relating to Customer's order, Customer shall:
      
      1) be entitled to reduce the payment by the amount of such tax;
      2) withhold and remit such tax to the applicable tax jurisdiction;
      3) assist itsmygifts.com to obtain the benefit of any reduced withholding tax under applicable tax treaties; and
      4) furnish to itsmygifts.com a tax certificate or other acceptable evidence of payment of such tax as required by the relevant taxing authorities.
      
      
   5. Financing. Third party financing transactions require advance notice to itsmygifts.com for appropriate tax treatment.

3. Customer Orders

   1. Orders. Orders will be governed by these Terms and are subject to acceptance by itsmygifts.com. Orders involving shipment to a location must specify a "ship to" address and have a delivery date within thirty (30) days from the order date unless otherwise provided in a Transaction Document.
   2. Cancellation. Customer may cancel an order for Products and Custom Service at no charge up to twenty-four (24) hours after placing the order provided the Products have not been assembled and shipped. If the Product has been assembled and shipped, the Customer may not cancel the order, regardless of how much time has passed since placing the order.
   3. Extended Delivery Dates. Changes to orders that extend delivery dates beyond five (5) business days from the order date shall be considered new orders at the prices in effect when itsmygifts.com receives the changed order.

4. Delivery

   1. Delivery. itsmygifts.com will deliver Products by arranging shipping to the receiving area at the "ship to" address specified in Customer's order. itsmygifts.com may elect in its sole discretion to deliver Software, Deliverables, Specifications, or Product documentation by enabling electronic transmission to, or electronic access or download by Customer.
   2. Delivery Charges. Transportation and handling charges are payable by Customer and will be specified in an itsmygifts.com invoice unless otherwise specified in a Transaction Document. Special packing or shipping arrangements will be charged separately to Customer.
   3. Delivery Requirements. If itsmygifts.com is unable to meet Customer's Product delivery requirements, Customer may cancel that order, and such cancellation is Customer's sole remedy.

5. Payment

   1. Payment Terms. Customer agrees to pay, without offset, all invoiced amounts within five (5) business days of itsmygifts.com's invoice date. itsmygifts.com may change credit or payment terms for unfulfilled orders if, in itsmygifts.com's reasonable opinion, Customer's financial condition, previous payment record, or relationship with itsmygifts.com merits such change. Customer understands that no work will begin on the Customer's Product until such time as payment in full has been received, unless stipulated otherwise in a Transaction Document.
   2. Customer Default. itsmygifts.com may discontinue performance if Customer fails to pay any sum due, or if after ten (10) days notice sent via e-mail Customer has not cured any other failure to perform under these Terms.
   3. Security Interest. itsmygifts.com retains a security interest in Products until payment. Customer shall execute any paperwork required by itsmygifts.com to effectuate any such security interest.

6. Warranty Provisions

   1. Warranty Statements. itsmygifts.com limited warranty statements for Products, Hardware, and Software, as applicable, are contained in their respective sections of these Terms. The limited warranties in these Terms are subject to the terms, limitations, and exclusions contained in the limited warranty statement provided for the Product when the warranty claim is made. A different limited warranty statement may apply and be quoted if the Product is purchased as part of a system.
   2. Transfer. Warranties are transferable to another party for the remainder of the warranty period subject to itsmygifts.com license transfer policies and any assignment restrictions.
   3. Delivery Date. Warranties begin on the date of delivery. If Customer purchased a Product that is to be electronically transmitted via network or the Internet, "Delivery Date" is the date itsmygifts.com notifies Customer work on the Product or Custom Service has been completed and is available for transmission.
   4. Exclusions. itsmygifts.com is not obligated to provide warranty services for any claims resulting from:
      
      1) improper handling of the purchased Product;
      2) Customer's non-compliance with Specifications or Transaction Documents;
      3) improper or inadequate maintenance or calibration;
      4) modifications not performed or authorized by itsmygifts.com;
      5) abuse, negligence, accident, loss or damage in transit, fire or water damage, electrical disturbances, transportation by Customer, or other causes beyond itsmygifts.com's control.
      
      
   5. Non-itsmygifts.com Branded Products and Support. itsmygifts.com provides third-party products, software, and services that are not itsmygifts.com Branded "AS IS" without warranties of any kind, although the original manufacturers or third party suppliers of such products, software and services may provide their own warranties.
   6. Disclaimer. THE WARRANTIES AND ANY ASSOCIATED REMEDIES EXPRESSED OR REFERENCED IN THESE TERMS ARE EXCLUSIVE. NO OTHER WARRANTY, WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED BY itsmygifts.com OR MAY BE INFERRED FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE EXTENT ALLOWED BY LOCAL LAW itsmygifts.com DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

7. Intellectual Property Infringement

   1. Third-Party Claims. itsmygifts.com will defend or settle any third party claims against Customer alleging that itsmygifts.com Branded Products provided under these Terms infringes intellectual property rights, if Customer:
      
      1) promptly notifies itsmygifts.com of the claim in writing;
      2) cooperates with itsmygifts.com in the defense of the claim; and
      3) grants itsmygifts.com sole control of the defense or settlement of the claim.
      
      itsmygifts.com will pay infringement claim defense costs, itsmygifts.com-negotiated settlement amounts, and court-awarded damages.
      
      
   2. Remedies. If such a claim appears likely, then itsmygifts.com may modify the itsmygifts.com Branded Products, procure any necessary license, or replace the affected item with one that is at least functionally equivalent. If itsmygifts.com determines that none of these alternatives is reasonably available, then itsmygifts.com will issue Customer a refund equal to the purchase price paid for the affected item if within one year of delivery, or the Customer's net book value thereafter.
   3. Exclusions. itsmygifts.com has no obligation for any claim of infringement arising from:
      
      1) itsmygifts.com's compliance with Customer or third party designs, specifications, instructions, or technical information;
      2) modifications made by Customer or a third party;
      3) Customer non-compliance with the Specifications or the Transaction Documents;
      4) Customer use with products, software, or services that are not itsmygifts.com Branded;
      5) Any open source or freeware software; or
      6) Content provided by Customer to itsmygifts.com for incorporation into a Product.
      
      
   4. Sole and Exclusive. This sub-section states itsmygifts.com's entire liability for claims of intellectual property infringement.

8. Intellectual Property Rights

   No rights in copyright, patents, trademarks, trade secrets, or other intellectual property are granted by either party to the other except as expressly provided under these Terms. Customer will not register or use any mark or Internet domain name that contains itsmygifts.com's trademarks.

9. Restricted Use

   Products are not specifically designed, manufactured, or intended for use as parts, components, or assemblies for the planning, construction, maintenance, or direct operation of a nuclear facility. Customer is solely liable if Products purchased by Customer are used for these applications and will indemnify and hold itsmygifts.com harmless from all loss, damage, expense, or liability in connection with such use.

10. Limitation of Liability and Remedies

    1. Limitation of Liability. Except for damages for bodily injury (including death) itsmygifts.com's total aggregate liability is limited to the amount paid by Customer for the Product.
    2. Disclaimer. EXCEPT FOR CLAIMS BY A PARTY FOR INFRINGEMENT OF THEIR INTELLECTUAL PROPERTY RIGHTS AGAINST THE OTHER PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL COSTS OR DAMAGES OF ANY KIND OR FOR ANY DOWNTIME COSTS; LOST BUSINESS, REVENUES, OR PROFITS; FAILURE TO REALIZE EXPECTED SAVINGS; LOSS OR UNAVAILABILITY OF OR DAMAGE TO DATA; OR SOFTWARE RESTORATION WHETHER OR NOT THAT PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH COSTS, EXPENSES, OR DAMAGES.
    3. Legal Theory. TO THE EXTENT ALLOWED BY LOCAL LAW, THESE LIMITATIONS WILL APPLY REGARDLESS OF THE BASIS OF LIABILITY, INCLUDING NEGLIGENCE, MISREPRESENTATION, BREACH OF ANY KIND, OR ANY OTHER CLAIMS IN CONTRACT, TORT OR OTHERWISE.

11. General

    1. Electronic Orders and EDI. Where facilitated under local law, the parties may do business electronically, including order placement and acceptance. Once accepted, such orders will create fully enforceable obligations subject to these Terms. Such orders and acceptances will be deemed for all purposes to be an original signed writing. Customer and itsmygifts.com will adopt commercially reasonable security measures for password and access protection.
    2. Internal Use. Products acquired by Customer under these Terms are solely for Customer's own internal use and not for resale or sub-licensing.
    3. Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control; however, this provision will not apply to Customer's payment obligations.
    4. Assignment. Customer may not assign, delegate or otherwise transfer all or any part of its rights or obligations under these Terms without prior written consent from itsmygifts.com. Any such attempted assignment, delegation, or transfer will be null and void. Assignments of itsmygifts.com Software licenses are subject to compliance with itsmygifts.com's Software license transfer policies.
    5. Export and Import. By accepting this agreement you confirm that you are not located in (or a national resident of) any country under U.S. Economic embargo or sanction, not identified on any U.S. Department of Commerce Denied Persons List, Entity List of proliferation concern, on the US State Department Debarred Parties List or Treasury Department Designated Nationals exclusion list, and not directly or indirectly involved in the financing, commission or support of terrorist activities or in the development or production of nuclear, chemical, biological weapons or in missile technology programs as specified in the U.S. Export Administration Regulations (15 CRF 744) and hardware, software, technology, or services may not be exported, re-exported, transferred or downloaded to any such entity."
    6. Governing Law. Disputes arising from these Terms will be governed by the law of the jurisdiction of the principal place of business of the itsmygifts.com Affiliate accepting the order to which the dispute relates and the courts of that locale will have jurisdiction, except that itsmygifts.com may, at its option, bring suit for collection in the country where the Customer Affiliate that placed the order is located. Customer and itsmygifts.com agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. Claims arising or raised in the United States will be governed by the laws of the State of Florida, excluding rules as to choice and conflict of law.
    7. Bankruptcy. If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations.
    8. Survival. Any provisions in these Terms which by their nature extend beyond the termination or expiration of any sale or license of Products will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.
    9. Notices. All notices that are required under these Terms will be in writing and will be considered effective upon receipt.
    10. Entire Agreement. These Terms represent the entire agreement between itsmygifts.com and Customer regarding Customer's purchase of Products, and supersedes and replaces any previous communications, representations, or agreements, or Customer's additional or inconsistent terms, whether oral or written. In the event any provision of these Terms is held invalid or unenforceable the remainder of the Terms will remain enforceable and unaffected thereby.
    11. Waiver. Neither party's failure to exercise or delay in exercising any of its rights under these Terms will constitute or be deemed a waiver or forfeiture of those rights.
    12. Order of Precedence. Unless otherwise agreed or provided herein, documents will apply in the following descending order of precedence:
        
        1) SLI;
        2) the sections of these Terms;
        3) the Statement of Work (if applicable);
        3) all Transaction Documents.
        
        
    13. Independent Contractor. itsmygifts.com is an independent contractor in the performance under these Terms and neither itsmygifts.com nor any itsmygifts.com personnel are employees or agents of Customer. Nothing in these Terms will be construed as creating a joint venture, partnership or employment relationship between the parties, nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other.

itsmygifts.com Software License Terms

1. License Grant

   itsmygifts.com grants Customer a non-exclusive, non-transferable license to "Use", in object code form, the Version or Release of the itsmygifts.com Branded Software delivered from an itsmygifts.com accepted order. For purposes of these Terms, unless otherwise specified in the SLI, "Use" means to install, store, load, execute, and display one copy of the Software on one device at a time for Customer's internal business purposes. Customer's Use of such Software is subject to these license terms, the applicable Use restrictions and authorizations, and applicable licensed locations for the Software specified in SLI (the "Software License"). The usage terms specified in the SLI for itsmygifts.com Branded Software will not be materially more restrictive than the Use defined in this sub-section. For non-itsmygifts.com Branded Software, the third party supplier's license terms and use restrictions found in the SLI will solely govern its use.

2. Ownership

   This Software License confers no title or ownership and is not a sale of any rights in the Software. Third-party suppliers are intended beneficiaries under these Terms and independently may protect their rights in the Software in the event of any infringement. All rights not expressly granted to Customer are reserved solely to itsmygifts.com or its suppliers.

3. Acceptance

   Customer accepts Software upon delivery.

4. Upgrades

   Software Versions or maintenance updates, if available, may be ordered separately or may be available through Software Support. itsmygifts.com reserves the right to require additional licenses and fees for Software Versions or separately purchased maintenance updates or for Use of the Software in conjunction with upgraded Hardware or Software. When Customer obtains a license for a new Software Version through Software Support or purchases an upgrade license to a new Version, Customer's Software License for the earlier Version shall terminate. Software Versions are subject to the license terms in effect on the date that itsmygifts.com delivers or makes the Version available to Customer.

5. License Restrictions

   1. Use Restrictions. Customer may not exceed the number of licenses, agents, tiers, nodes, seats, or other Use restrictions or authorizations agreed to and paid for by Customer. Some Software may require license keys or contain other technical protection measures. Customer acknowledges that itsmygifts.com may monitor Customer's compliance with Use restrictions and authorizations remotely, or otherwise. If itsmygifts.com makes a license management program available which records and reports license usage information, Customer agrees to appropriately install, configure and execute such license management program beginning no later than one hundred and eighty (180) days from the date it is made available to Customer and continuing for the period that the software is used.
   2. Copy and Adaptation. Unless otherwise permitted by itsmygifts.com, Customer may only make copies or adaptations of the Software for archival purposes or when copying or adaptation is an essential step in the authorized Use of the Software. If Customer makes a copy for backup purposes and installs such copy on a backup device, unless otherwise provided in the SLI, Customer may not operate such backup installation of the Software without paying an additional license fee, except in cases where the original device becomes inoperable. If a copy is activated on a backup device in response to failure of the original device, the Use on the backup device must be discontinued when the original or replacement device becomes operable. Customer may not make available for download from any publicly accessible network, including the Internet, the original source code files of the Software, except where such access is necessary for the normal viewing of rendered web pages or when stipulated in a Transaction Document. Licenses that allow Use over Customer's intranet require restricted access by authorized users only.
   3. Copyright Notice. Customer must reproduce all copyright notices that appear in or on the Software (including documentation) on all permitted copies or adaptations. Copies of documentation are limited to internal use.
   4. Designated System. Notwithstanding anything to the contrary herein, the Software License for certain Software, as identified in SLI, is non-transferable and for Use only on a computer system owned, controlled, or operated by or solely on behalf of Customer, including third-party web hosting servers, such license will terminate in the event of a change in an unauthorized relocation, or if the Software ceases to be within the possession or control of Customer.
   5. Changes. Customer will not modify, reverse engineer, disassemble, decrypt, decompile, or make derivative works of any Software provided in object form. Where Customer has other rights mandated under statute, Customer will provide itsmygifts.com with reasonably detailed information regarding any intended modifications, reverse engineering, disassembly, decryption, or decompilation and the purposes therefore. This stipulation does not include textual, graphical or other multimedia, or HTML changes to web page content, where Customer is permitted under this License to change any text or multimedia content as Customer sees fit, provide such changes do not involve the removal of copyright, service mark, trademark, and other legal notices of itsmygifts.com or third-party entities, and provided such changes do not involve changing the underlying source code of the software that is not written in HTML. If Customer alters the content and/or HTML code such that Customer subsequently requests Support from itsmygifts.com to fix, repair, replace, or restore the content and/or HTML code, Customer understands such Support may incur additional charges at the published rates, and Customer further agrees to pay for any additional charges incurred as the result of Support.
   6. Use for Service Provision. Extending the Use of Software to any person or entity other than Customer as a function of providing services, (i.e.; making the Software available through a commercial timesharing or service bureau) must be authorized in writing by itsmygifts.com prior to such use and may require additional licenses and fees.
   7. Consultant Use and Access. Subject to these Terms, Customer may permit a consultant or subcontractor to Use Software at the licensed location for the sole purpose of providing services to Customer. Customer will be responsible and directly liable to itsmygifts.com for consultants’ compliance with these Terms.
   8. Violation of Ethics. The license to use the Software or Custom Service will terminate immediately if the Customer uses, alters, or allows the use or alteration of the Software that violates the published itsmygifts.com Code of Ethics. Upon verification of a violation of itsmygifts.com's Code of Ethics, the Customer is required to comply with the requirements stated under "License Term and Termination".

6. Applicability to Types of Software

   1. Object Form Software. The Software License Terms defined here are applicable to Software provided in object form, or that will be compiled in object form, including Custom Software that will be used in object form.
   2. Text Form Software. Unless specifically stipulated in other sections of these Terms, the Software License Terms do not apply to any code, content, or documents comprised of HTML, CSS, PHP, or ASP.NET where the file names of such code, content, or documents are terminated by the file name extensions .htm, .html, .css, .php, or .aspx and where such code, content, or documents are created solely and specifically for Customer by itsmygifts.com or itsmygifts.com Affiliate in accordance with a Statement of Work or Transaction Documents.
   3. Third-Party and Standardized Software. The Software License Terms, or Third-Party SLI, apply if Text Form Software is provided to Customer as part of a Product where such Text Form Software can be or is commonly used by other individuals, businesses, or entities, either "off-the-shelf" or with customizations, regardless of whether the Text Form Software is in a single file or multiple files. Third-Party and Standardized Software may be incorporated into a Product to fulfill or implement a specific task or feature requested by Customer. Applicability of the Software License Terms in this instance extend only to the Third-Party or Standardized Software, and not necessarily to other content incorporated into the Product or Custom Service.

7. License Term and Termination

   Unless a different time period for the license is specified in the applicable SLI or quotation, the Software License granted Customer will be perpetual, provided however that itsmygifts.com may terminate the Software License upon notice for failure to comply with these Terms. Immediately upon termination of the Software License or upon expiration of any individual limited term license, Customer will destroy the Software and all copies of the Software subject to the termination or expiration or return them to itsmygifts.com. Customer shall remove and destroy or return to itsmygifts.com any copies of the Software that are merged into adaptations, except for individual pieces of data in Customer's database. Customer may retain one copy of the Software subsequent to termination solely for archival purposes only. At itsmygifts.com's request, Customer will certify in writing to itsmygifts.com that Customer has complied with these requirements. Customer further agrees that, at its discretion, itsmygifts.com may use credentials provided by Customer to access Customer's web server or web host and remove all itsmygifts.com-licensed content without prior notification to Customer.

8. License Transfer

   Customer may not sublicense, assign, transfer, rent, or lease the Software or the Software License to any other party except as permitted in this section. Except as provided in these Terms, itsmygifts.com Branded Software licenses are transferable subject to itsmygifts.com's prior written authorization and payment to itsmygifts.com of any applicable fees or compliance with applicable third party terms. Upon transfer of the Software License Customer's rights under the License will terminate and Customer will immediately deliver the Software and all copies to the transferee. The transferee must agree in writing to the terms of the Software License, and, upon such agreement, the transferee will be considered the "Customer" for purposes of the license terms.

9. US Federal Government Use

   If the Software is licensed for use in the performance of a U.S. Government prime contract or subcontract, Customer agrees that, consistent with FAR 12.211 and 12.212, commercial computer Software, computer Software documentation and technical data for commercial items are licensed under itsmygifts.com's standard Software license.

10. Compliance

    Customer agrees that itsmygifts.com may audit Customer's compliance with the Software License terms. Any such audit would be at itsmygifts.com's expense, require reasonable notice, and would be performed during normal business hours. If an audit reveals underpayments then Customer will immediately pay itsmygifts.com such underpayments together with the costs reasonably incurred by itsmygifts.com in connection with the audit and seeking compliance with this sub-section.

11. Warranty

    itsmygifts.com Branded Software will materially conform to its Specifications. If a warranty period is not specified for itsmygifts.com Branded Software, the warranty period will be ninety (90) days from the delivery date.

12. Virus Warranty

    itsmygifts.com warrants that any physical media or electronic transfer containing itsmygifts.com Branded Software will be delivered free of viruses.

13. Warranty Limitation

    itsmygifts.com does not warrant that the operation of Software will be uninterrupted or error free, or that Software will operate in Hardware and Software combinations other than as expressly required by itsmygifts.com in the Product Specifications or that Software will meet requirements specified by Customer.

14. Exclusive remedies

    If notified of a valid warranty claim during the warranty period, itsmygifts.com will, at its option, correct the warranty defect for itsmygifts.com Branded Software, or replace such Software. If itsmygifts.com is unable, within a reasonable time, to complete the correction, or replace such Software, Customer will be entitled to a refund of the purchase price paid upon prompt return of such Software to itsmygifts.com. Customer will pay expenses for return of such Software to itsmygifts.com. itsmygifts.com will pay expenses for shipment of repaired or replacement Software to Customer. These Terms state itsmygifts.com's entire liability for warranty claims.

15. Implied License

    There are no implied licenses.

itsmygifts.com Service Terms

1. Support Services

   1. Description of Support. itsmygifts.com will deliver Support according to the description of the offering, eligibility requirements, service limitations, and Customer responsibilities described in the relevant Transaction Documents.
   2. Ordering Support. itsmygifts.com may offer Support only at the time of Product purchase, or prior to installation of Products for which Support is being purchased, for a fixed term.
   3. Cancellation. Customer may cancel Support orders or delete Products from Support upon five (5) business days written notice, unless otherwise stated in a Transaction Document. itsmygifts.com may discontinue Support for Products and specific Support services no longer included in itsmygifts.com's Support offering upon ten (10) business days written notice, unless otherwise agreed. Posting of this notice may, at itsmygifts.com's discretion, may be made solely on its website. Once cancelled, Support may not be reinstated.
   4. Support Warranty. itsmygifts.com warrants that it will perform Support using generally recognized commercial practices and standards.
   5. Limitations. Support is valid only for Software that is maintained in its original state at the time of delivery. Except as may be altered in any Transaction Documents, if the Software is altered from its original state at the time of delivery, all Support for the Software shall immediately terminate, and any additional work to be performed by itsmygifts.com or on behalf of itsmygifts.com shall be considered a new and separate transaction.
   6. Exclusive Remedies. itsmygifts.com will re-perform Support not performed in accordance with the warranty herein. These Terms state itsmygifts.com's entire liability for Support warranty claims.

2. Pricing Services, Availability, and Invoicing

   1. Additional Services. Additional services performed by itsmygifts.com at Customer's request that are not included in Customer's Support will be chargeable at the applicable published service rates. Such additional services include but are not limited to:
      
      1) Customer requests for Support after itsmygifts.com's standard business hours (unless Customer has specifically purchased after-hours coverage for the requested Support);
      2) Customer requests for repair for damage or failure attributable to the causes specified in the itsmygifts.com Base Terms ("Warranty Exclusions"); and
      3) Customer requests for Support where Customer does not, in itsmygifts.com's reasonable determination, meet the applicable prerequisites and eligibility requirements for Support.
      
      
   2. Invoicing. Invoices for Support will be issued upon completion of the Support service. itsmygifts.com Support invoices and related documentation will be produced in accordance with itsmygifts.com system standards. Additional levels of detail requested by Customer may be chargeable.
   3. Agreement to Pay. By requesting additional services, Customer agrees to promptly pay the charges stated in the invoice for Support.

3. Site and Product Access

   Customer shall provide itsmygifts.com access to the Products covered under Support; access to and use of information, customer resources, and facilities as reasonably determined necessary by itsmygifts.com to service the Products; and other access requirements described in the relevant Transaction Document. If Customer fails to provide such access, resulting in itsmygifts.com's inability to provide Support, itsmygifts.com shall be entitled to charge Customer for the Support call at itsmygifts.com's published service rates. Customer is responsible for removing any Products ineligible for Support, including changes made to the Product after delivery and third-party Software installed after delivery was made, to allow itsmygifts.com to perform Support. If delivery of Support is made more difficult because of ineligible Products, itsmygifts.com will charge Customer for the extra work at itsmygifts.com's published service rates.

4. Standard Support Product Eligibility

   1. Eligibility. For initial and on-going Support eligibility Customer must maintain all Products and associated hardware and software at the latest itsmygifts.com-specified configuration and revision levels and in itsmygifts.com's reasonable opinion, in good operating condition.
   2. Modifications. Customer will allow itsmygifts.com, at itsmygifts.com's request and at no additional charge, to modify Products to improve operation, supportability, and reliability, or to meet legal requirements.
   3. Relocation. Customer is responsible for moving Products. If Customer moves the Products to a new location, itsmygifts.com may charge additional Support fees and modify the response times, and Customer may be required to execute amended or new Transaction Documents. If Customer moves Products to another country, Support shall be subject to availability in the destination country. Reasonable advanced notice to itsmygifts.com may be required to begin Support for some Products after relocation.
   4. Maximum Use Limitations. Certain Products have a maximum usage limit, which is set forth in the manufacturer's operating manual or the technical data sheet. Customer must operate such Products within the maximum usage limit.
   5. Multi-Vendor Support. itsmygifts.com provides Support for certain non-itsmygifts.com Branded Products. The relevant Transaction Document will specify availability and coverage levels, and govern delivery of multi-vendor Support, whether or not the non-itsmygifts.com Branded Products are under warranty. itsmygifts.com may discontinue Support of non-itsmygifts.com Branded Products if the manufacturer or licensor ceases to provide support for such Products.

5. Customer Responsibilities

   1. Data Backup. To reconstruct lost or altered Customer files, data, or programs, Customer must maintain a separate backup system or procedure that is not dependent on the Products under Support.
   2. Temporary Workarounds. Customer will implement temporary procedures or workarounds provided by itsmygifts.com while itsmygifts.com works on permanent solutions.
   3. Hazardous Environment. Customer will notify itsmygifts.com if Customer uses Products in an environment that poses a potential health or safety hazard to itsmygifts.com employees or subcontractors. itsmygifts.com may require Customer to maintain such Products under itsmygifts.com supervision and may postpone service until Customer remedies such hazards.
   4. Authorized Representative. Customer will have a representative present when itsmygifts.com provides Support at Customer's site.
   5. Product List. Customer will create and maintain a list of all Products under Support including: the location of the Products, serial numbers, the itsmygifts.com-designated system identifiers, and coverage levels. Customer shall keep the list updated during the applicable Support period.
   6. Documentation. If Customer purchases a Support offering that includes documentation updates, Customer may copy such updates only for systems under such coverage. Copies must include appropriate itsmygifts.com Trademark and copyright notices.

6. Supported Software

   Support may be available for itsmygifts.com Branded Software only if Customer can provide evidence it has rightfully acquired an appropriate itsmygifts.com license for such Software. itsmygifts.com will be under no obligation to provide Support due to any alterations or modifications to the Software not authorized by itsmygifts.com or for Software for which Customer cannot provide a sufficient proof of a valid license. Unless otherwise agreed by itsmygifts.com, itsmygifts.com only provides Support for the current Version and the immediately preceding Version of itsmygifts.com Branded Software, and then only when itsmygifts.com Branded Software is used with Hardware or Software included in itsmygifts.com-specified configurations at the specified Version level.

7. Service Providers and On-Site Availability

   itsmygifts.com reserves the right and Customer agrees to itsmygifts.com's use of itsmygifts.com-authorized service providers to assist in the provision of Support. itsmygifts.com generally does not provide on-site service.

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