By using, ordering, subscribing, or logging into the website at milliegiving.com, related subdomains, and the related Millie mobile applications (collectively the “Site”) and related Services (defined below), Subscriber agrees to the terms and conditions of these Subscription Terms, governing Subscriber’s access to and use of the Services, including but not limited to the submission of funds to a donor advised fund for contribution to one or more charitable organizations, and Subscriber’s agreement to arbitrate disputes relating to the Site and/or the Services, and Subscriber further agrees that Subscriber’s Authorized User’s access to and use of the Services shall be governed by the User Terms of Service (and Subscriber agrees to use commercially reasonable efforts to cause each Authorized User to comply with the User Terms of Service).
If you are entering into these Service Terms on behalf of a Subscriber that is a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Service Terms, in which case the terms “you” or “your” shall refer to such entity. These Subscription Terms are effective as of the date you accept these Service Terms by accessing the Services (“Effective Date”).
IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE SERVICE TERMS, YOU (AND THE ENTITY ON WHOSE BEHALF YOU ARE SEEKING TO ENTER INTO THESE SERVICE TERMS) MAY NOT USE THE SERVICES.
a. “Administrator” means an Authorized User of Subscriber (as defined below) with authority to designate additional Authorized Users and/or Administrators, and the authority to commit the Subscriber to additional services from Millie.
b. “Authorized User” means an individual employee, temporary employee, independent contractor, partner or member of Subscriber who has been added to the Subscriber’s account as a user.
c. “Confidential Information” means the Content (defined below) and any information, technical data, or know-how considered proprietary or confidential by either party to these Service Terms including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of these Subscription Terms, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises.
d. “Content” means any information, text, images, or logos that Subscriber or any Authorized User uploads or posts to the Services, and any information provided by Subscriber or any Authorized User to Millie in connection with the Services, including, without limitation, information about Subscriber’s Authorized Users or Subscriber’s Authorized Users’ charitable donations.
e. “Services” means the software, applications, platform, and/or services provided by Millie, including but not limited to the platform to allow individuals to contribute monetary donations to a donor advised fund (the “Fund”), currently administered by the Infinity Benefit Foundation, and to request that the Fund contribute specified amounts to one or more charitable organizations (each a “Charity” and collectively “Charities”).
f. “Subscriber” shall refer to the purchaser of the Services provided by Millie that is entering into these Service Terms, and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on behalf of Subscriber.
g. “Security Emergency” means a violation by Subscriber (including an Authorized User) of these Service Terms that (i) could disrupt (A) Millie’s provision of the Services; (B) the business of other subscribers to the Services; or (C) the network or servers used to provide the Services; or (ii) provides unauthorized third party access to the Services.
a. Millie hereby grants to Subscriber and Subscriber’s Authorized Users a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Site and the Services, solely for Subscriber’s and Subscriber’s Authorized Users’ own internal, non-commercial purposes, subject to the terms and conditions of these Service Terms and, as applicable with respect to any Authorized User, the User Terms of Service. All rights not expressly granted to Subscriber (and Subscriber’s Authorized Users) are reserved by Millie and its licensors. In addition, Subscriber shall not:
b. Millie shall be entitled to adjust the scope of the Site, the Services and the underlying technical infrastructure to reflect the continuing development of the Site, the Services and technical advances.
c. Subscriber grants to Millie a non-exclusive, royalty-free right during Subscriber’s use of the Services, to use the Confidential Information for the sole purpose of performing Millie’ obligations under these Service Terms in accordance with the terms of these Service Terms. Such rights shall include permission for Millie to generate and publish aggregate, anonymized reports on system usage and Content trends and type, during and beyond the term of these Service Terms, provided they do not conflict with the section entitled Confidentiality.
a. Subscriber is only permitted to access and use the Services once Subscriber registers as a Subscriber on the Site. Subscriber is required to provide Subscriber’s full legal name, a valid email address, and any other information reasonably requested by Millie.
b. Each Authorized User will choose or be provided with a unique identifier to access and use the Services (“Username”). Each Username shall only be used by the applicable Authorized User, and shall not be shared with, or used by any other person, including other Authorized Users.
c. The initial Administrator shall be Subscriber, which shall have the authority to administer the subscription and designate additional Authorized Users and/or Administrators. Any Administrator shall be deemed to have the authority to manage the subscription of any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Services for any Authorized User.
d. Administrators are responsible for all use of the Services by Authorized Users on the list of active Authorized Users associated with their subscription to the Services.
e. As between Millie and the Subscriber, any Content uploaded or posted to the Services remains the property of the Subscriber or the Authorized User who uploaded or posted it. Upon the cancellation or termination of the Services, Millie shall only be responsible for the return of Content directly to the Administrator or a designated Authorized User in the event that the Administrator is unable to be reached.
f. All access to and use of the Services via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Services is strictly prohibited.
g. We reserve the right to deny registration of any account at our discretion.
Millie is not a broker, financial institution, creditor, charity or 501(c)(3) organization. Millie does not provide financial, legal, tax or other professional advice. Before making any decisions regarding charitable donations, Subscriber should consult with Subscriber’s financial, legal, tax or other professional advisors as appropriate. Subscriber, to the extent that Subscriber acts as a donor, must make the final determination as to the value and appropriateness of contributing to a Charity. All donations made by Subscriber are at Subscriber’s own risk, and Subscriber is responsible for understanding how Subscriber’s money will be used and the tax treatment of such donations.
Millie makes no representation or warranty regarding the transactions (including but not limited to charitable donations) sought to be affected through Subscriber’s use of the Services, including but not limited to the tax treatment thereof.
Subscriber is responsible for all of Subscriber’s activity on the Site and for all activity occurring under Subscriber’s and Subscriber’s Authorized User accounts, and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Subscriber’s use of the Site and the Services, including those related to data privacy, international communications and the transmission of technical or personal data.
Subscriber is solely responsible for all Content provided to the Site in connection with Subscriber’s and Subscriber’s Authorized Users use of the Site and Services. Millie does not own any Content provided hereunder, provided that Subscriber hereby grants to Millie a worldwide, royalty-free, non-exclusive, sublicensable right to use, reproduce, create derivative works of, distribute, perform, transmit and publish all Content for the purpose of providing the Site and the Services.
In the course of Subscriber’s use of the Site or the Services, we may ask Subscriber for certain information, including Subscriber’s name, email address, phone number, mailing address, billing address, shipping address, and payment card information (collectively, “Account Information”). If Subscriber opens an account or commences any transaction of business at or on the Site, Subscriber may be required to complete the registration process by providing certain additional information and registering a Username and password for at least one Administrator. Subscriber’s and any Administrator’s Account Information must be up-to-date and accurate at all times. Should any such Account Information change, Subscriber and/or the applicable Administrator must update it in Subscriber’s or such applicable Administrator’s user profile. Subscriber agrees that Subscriber is solely responsible for the accuracy and content of Subscriber’s Account Information. Subscriber is further responsible for maintaining the confidentiality of Subscriber’s Username and password and also for all activities that take place under Subscriber’s Username and/or account.
Consistent with and without limiting the scope of provisions limiting liability elsewhere in these Service Terms, in no event will Millie be liable for any indirect or consequential loss or damage of any kind whatsoever resulting from the disclosure of Subscriber’s or any of Subscriber’s Administrator’s Username and/or password or Subscriber’s failure to comply with this section.
Subscriber shall: (a) notify Millie immediately of any unauthorized use of any password or account used for access to the Site or the Services, or any other known or suspected breach of security related to the Site or the Services; (b) not provide false identity information to gain access to or use the Site or the Services; (c) not use the Site or the Services to defame, abuse, harass, threaten or otherwise violate the legal right of others; (d) not publish, post, upload, email, distribute or disseminate any defamatory, misleading, infringing or unlawful content; and (e) not collect, store or transmit personal information about individuals or any information that is subject to applicable privacy laws or regulations.
If and to the extent that Subscriber subscribes for a paid subscriptions, Subscriber will provide Millie with a valid credit card for payment of the applicable subscription fees. All subscription fees are exclusive of all federal, state, provincial, municipal, or other taxes which Subscriber agrees to pay based on where the Subscriber is located. Invoices will include (a) subscription fees and (b) all applicable sales taxes, as amended from time to time, for the jurisdiction in which Subscriber is located. In the event of updated tax rates, Millie will apply the new tax rate without notice to Subscriber.
Subscriber will be charged upon the expiration of any applicable free trial period. Subscriptions cancelled prior to the expiration of any trial period, will not be charged. Annual Subscriptions will thereafter be charged annually on the anniversary date of the initial subscription charge. All charges are final and non-refundable, including payments made for Annual Subscriptions, setup fees, and other professional services charges.
No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a Subscriber.
There are no charges for cancelling a subscription and paying subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle.
The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades, and including the addition or removal of discounts included for the purchase of suite services. Adding Authorized User subscriptions or subscription upgrades may trigger prorated charges in the current billing cycle. Subscriber authorizes Millie to apply updated charge amounts. Subscription changes, including downgrades, may result in loss of access to Content, features or certain of the Services, or an increase or reduction in the amount of available capacity for Content provided by the Services.
All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Services.
Subscriber is responsible for paying all taxes associated with the subscription to the Services. If Millie has the legal obligation to pay or collect taxes for which Subscriber is responsible under this section, the appropriate amount shall be charged to and paid by Subscriber, unless Subscriber provides Millie with a valid tax exemption certificate authorized by the appropriate taxing authority. Any and all payments by or on account of the compensation payable under these Service Terms shall be made free and clear of and without deduction or withholding for any taxes.
In addition to any fees Subscriber pays to access and use the Site and the Services, when contributing money to the Fund, industry-standard transaction fees apply and will be deducted from the total donation amount. For a further description of these fees, please visit https://milliegiving.com/faqs.
Administrators are solely responsible for canceling Subscriber’s subscriptions. An Administrator may cancel Subscriber’s subscription by emailing email@example.com. For security reasons, cancellations shall only be performed by an Administrator. Cancellations shall not be accepted by any other means.
Millie in its sole discretion has the right to suspend or discontinue providing the Services to any Subscriber or Authorized User without notice for actions that are (a) in violation of these Service Terms and (b) create a Security Emergency. Further, Millie may terminate the accounts of any Subscriber or Authorized User it reasonably believes offers services competitive to Millie.
If (i) Subscriber or any Authorized Users use the Site or Services to violate these Service Terms in a way that does not create a Security Emergency; (ii) Millie provides Subscriber with commercially reasonable notice of this violation; (iii) Millie uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite the foregoing, the violation is not resolved to Millie’s reasonable satisfaction within thirty (30) days of such notice, then Millie reserves the right to suspend or cancel Subscriber’s right to access and use the Services.
Each of Millie and the Fund reserves the right to refuse any donation request submitted by Subscriber or an Authorized User. In the event that Millie or the Fund refuses such a donation request, Millie will notify Subscriber and the Authorized User, if applicable, by contacting Subscriber and/or the Authorized User at the e-mail and/or billing address associated with Subscriber’s and/or Authorized User’s account.
Millie has no control over the conduct of or information provided by a Charity. Millie expressly disclaims any liability or responsibility for the conduct, information, outcome or success of the Charity or their programs, or their use of any amount donated through the Services or the Fund.
Subscriber agrees to complete all documentation reasonably requested by Millie or the Fund administrator with respect to the Site, the Services, or your donations, including, without limitation, authorizations to take payroll deductions to fund donations that Authorized Users wish to make.
Each of Subscriber’s agents, employees, or contractors acting on behalf of Subscriber in entering into these Service Terms, individually represents and warrants that they have the legal power and authority to enter into these Service Terms and that they (a) are an individual who is at least 18 years of age; (b) have not falsely identified themself nor provided any false information to gain access to the Site; (c) will provide current, complete and accurate payment and Account Information in connection with Subscriber’s use of the Site; and (d) will promptly update Account Information and other Subscriber information, including but not limited to Subscriber’s email address and credit card information, so that Millie may facilitate Subscriber’s requested donations and contact Subscriber as needed.
Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under these Service Terms.
Millie and any third party vendors and hosting partners it utilizes to provide the Services shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under these Service Terms; (b) in compliance with the section entitled “Legal Compliance,” or (c) as otherwise authorized by Subscriber in writing.
Millie endeavors to protect the Confidential Information to the extent the law allows. Millie reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.
If Millie is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by these Service Terms, then Millie will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, Millie may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.
Millie represents and warrants that it will provide the Site and perform the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof. Millie will use commercially reasonable efforts to cause the Site to be available twenty-four (24) hours per day, seven (7) days a week, three hundred and sixty-five (365) days per year, outside of scheduled downtime for maintenance and upgrades and extraordinary circumstances or causes beyond our control (such as fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts, labor difficulties, generalized internet interruptions (through denial of service, worms, telecommunications problems or the like)) but does not guarantee, represent or warrant such availability. Millie, from time to time, may make enhancements or upgrades to the Site and/or Services which result in the Site and/or Services being unavailable, which Millie shall take reasonable steps to schedule so as to minimize the unavailability of the Site and/or Services and user inconvenience.
THE SITE AND THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MILLIE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
The Services may link to or otherwise allow Subscriber to access or use or integrate with third party providers of products and services (“Third Party Services”). Such Third Party Services are not “Services” under these Service Terms and are not subject to any terms related to the Services, including related warranties, indemnities, service commitments or other obligations. The availability of any Third Party Services through the Services does not imply Millie’s endorsement of or affiliation with the provider. Access to and use of any Third Party Services are subject to the separate terms and conditions required by the providers of the Third Party Services. Millie does not control the Third Party Services and will have no liability to Subscriber in connection with any Third Party Service. Millie has no obligation to monitor or maintain any Third Party Service and may replace, disable, or restrict access to any Third Party Service or cancel related integrations at any time, without notice. The calculation of downtime of the Site, if any, does not include the unavailability of any integration to a Third Party Service.
If a Third Party Service is enabled for Subscriber’s account, please be mindful of any Account Information or Content that will be shared with the third party provider and the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of Account Information or Content that is transmitted to, or accessed by, a Third Party Service.
BY USING OR ENABLING ANY THIRD PARTY SERVICE, SUBSCRIBER EXPRESSLY ACKNOWLEDGE THAT ANY LIABILITY AND REMEDIES RELATED TO A THIRD PARTY SERVICE IS WHOLLY GOVERNED BY THE APPLICABLE THIRD PARTY AGREEMENT AND MILLIE DISCLAIMS ALL LIABILITY RELATED TO SUCH THIRD PARTY SERVICE.
MILLIE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SITE, THE SERVICES OR ANY CONTENT. MILLIE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SITE OR THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SITE OR THE SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, LEADS OR OTHER MATERIAL PURCHASED OR OBTAINED BY SUBSCRIBER THROUGH THE SITE OR THE SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVERS THAT MAKE THE SITE AND THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE SITE AND ALL CONTENT IS PROVIDED TO SUBSCRIBER STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY MILLIE AND ITS LICENSORS. MILLIE MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY TRANSACTIONS (INCLUDING BUT NOT LIMITED TO CHARITABLE DONATIONS) SOUGHT TO BE EFFECTED THROUGH SUBSCRIBER’S USE OF THE SITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO THE TAX TREATMENT THEREOF.
Except in the case of a violation by Millie of its obligations under the sections entitled Confidentiality and Security, and except as provided in the section entitled “Indemnification by Millie”, Millie shall not be liable for and Subscriber waives the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Services provided to Subscriber by Millie.
IN NO EVENT SHALL MILLIE’S AGGREGATE LIABILITY PURSUANT TO THESE SERVICE TERMS EXCEED THE FEES ACTUALLY PAID BY SUBSCRIBER TO MILLIE IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. EXCEPT IN CONNECTION WITH SUBSCRIBER’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE UNDER THESE SERVICE TERMS TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SITE OR THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SITE OR THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Subscriber will solely be responsible for any damage and/or loss of Content contained in Subscriber’s technology which occurs as a result of Subscriber’s electronic equipment and/or Subscriber’s computer system.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Subscriber.
Millie shall defend, indemnify, and hold Subscriber harmless against any loss, damage, or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings made or brought against Subscriber by a third party alleging that the Services, or use of the Services as contemplated hereunder, infringes a copyright, a U.S. patent issued as of the date of final execution of these Service Terms, or a trademark of a third party or involves the misappropriation of any trade secret of a third party (each, a “Third Party Claim”); provided, however, that Subscriber:
(a) promptly give written notice of the Third Party Claim to Millie, and in no event later than five (5) days after learning of the Third Party Claim (provided, however, that the failure to so notify shall not relieve Millie of its indemnification obligations unless Millie can show that it was materially prejudiced by such delay and then only to the extent of such prejudice);
(b) give Millie sole control of the defense and settlement of the Third Party Claim (provided that Millie may not settle any Third Party Claim unless it unconditionally releases Subscriber of all liability); and
(c) provide to Millie, at Millie’s cost, all reasonable assistance.
Millie shall not be required to indemnify Subscriber in the event of: (i) modification of the Services by Subscriber in conflict with Subscriber’s obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (ii) use of the Services in combination with any other product or service not provided by Millie to the extent that the infringement or misappropriation would not have occurred but for such use; or (iii) use of the Services in a manner not otherwise contemplated by these Service Terms to the extent that the infringement or misappropriation would not have occurred but for such use.
In the event Subscriber has a dispute with one or more subscribers to the Services, Authorized Users (including those Subscriber authorizes) of the Site or the Services (including, but not limited to, any dispute regarding any transaction, or user generated content or) or any third party website or service that may be linked to or otherwise interact with the Site, including, without limitation, the Fund (or the administrator of the Fund), a Charity, any social media website, application, or service, Subscriber hereby agrees to release and forever discharges Millie and its agents, directors, shareholders, members, partners, managers, officers, employees, information providers, suppliers, distributors, vendors, attorneys and affiliates (collectively, the “released parties”) from any and all rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, whether known or unknown, which now or hereafter arise from, relate to, or are connected with such dispute and/or Subscriber’s use of the Site and the Services, to the fullest extent permitted by law.
Subscriber further agrees to indemnify, defend and hold harmless, to the fullest extent permitted by law, the released parties from and against all claims, demands, liabilities, losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from, arising out of or in connection with Subscriber’s use, unlawful use or other misuse, or inability to use the Site or the Services, Subscriber’s breach of these Service Terms, or otherwise relating to the business we conduct on the Site (including, without limitation, any potential or actual communication, transaction or dispute between Subscriber and any other third party), any Content or Confidential Information posted by Subscriber or on Subscriber’s behalf to the Site or Services, any use of any service provided by a third party provider, or any use of a service offered by us that interacts with a third party website or application, including any social media site or other communications platform (each, an “Indemnifiable Claim”). Subscriber shall cooperate as fully as reasonably required in the defense of any Indemnifiable Claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any Indemnifiable Claim, and Subscriber shall not settle any Indemnifiable Claim without our written consent. This section survives termination of these Service Terms.
a. Entire Agreement. These Service Terms constitutes the entire agreement between Subscriber and Millie and governs Subscriber’s use of the Services, superseding any prior agreements between Subscriber and Millie (including, but not limited to, any prior versions of these Service Terms).
b. Headings. Headings in these Subscription Terms are for reference purposes only and in no way define, limit, construe or describe the scope or extent of the applicable section to which such heading applies.
c. Waiver. The failure of either party to enforce any provision of these Service Terms shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
d. Severability. If any provision in these Service Terms is deemed unlawful, void or unenforceable, then that provision will be deemed severed from these Service Terms and the remaining provisions shall remain in full force and effect as if no invalid or unenforceable provision had been part of these Service Terms.
e. Local Laws and Export Control. The Site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of other applicable countries. Subscriber acknowledges and agrees that the Site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States or any other applicable country maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Site, Subscriber represents and warrants that Subscriber is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Subscriber agrees to comply strictly with all U.S. and other applicable export laws and to assume sole responsibility for obtaining licenses to export or re-export as may be required. Millie and its licensors make no representation that the Site is appropriate or available for use in other locations. If Subscriber uses the Site from outside the United States of America, Subscriber is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
f. Security. Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the Services may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold Millie liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only Millie, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Services.
g. Third Party Services. Subscriber acknowledges and agrees that Millie may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide the Site and the Services.
h. Relationship. Nothing herein shall be deemed to create an agency, partnership, joint venture, employee-employer or franchise-franchisee relationship of any kind between Millie and Subscriber or any other person or entity.
i. Assignment; Change in Control. These Service Terms may not be assigned by Subscriber without the prior written approval of Millie but may be assigned without Subscriber’s consent by Millie to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger, consolidation, stock sale or similar. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of Subscriber that results or would result in a direct competitor of Millie directly or indirectly owning or controlling 50% or more of Subscriber shall entitle Millie to terminate these Service Terms for cause immediately upon written notice.
j. Call Monitoring and Recording. For quality assurance, Millie may record and/or monitor incoming calls to, and outgoing calls from, Millie. By accepting these Service Terms, Subscriber also consent to any and all call recording and monitoring performed by Millie or its agents, employees and/or affiliates.
l. Notice. Millie may give notice by means of an electronic mail to Subscriber’s e-mail address on record in Millie’s account information, or by written communication sent by first class mail or pre-paid post to Subscriber’s address on record in Millie’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Subscriber may give notice to Millie (such notice shall be deemed given when received by Millie) at any time by letter to Millie delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Millie, in either case, addressed to:
Rachel Klausner; Millie, PBC ℅ MSC 50 Milk Street Boston MA 02109
If you have questions regarding these Subscription Terms or wish to obtain additional information, please send an e-mail to firstname.lastname@example.org.