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ONLINE SERVICE AGREEMENT

  1. Purchase of Services - As part of its employee and/or customer/patron retention and satisfaction programs, Purchaser/Client (“Client”) hereby purchases the services of VIP, LLC (“VIP”) in connection with the production, issuance, and processing of Incentive Vouchers (i.e., closed system reward vouchers loaded with points and redeemable on the VIP website as described in the General Terms and Conditions (“Vouchers”), and/or Stored Value Debit Cards, i.e.. open system rewards cards loaded with dollars, issued by a bank and branded with either the MasterCard or VISA logo (“Debit Cards”). Collectively such VIPGift incentive products are referred to herein as “Incentives”. The Incentives are purchased by Client for distribution to Client’s employees and/or customers (“Incentive Holders”) as part of an incentive or reward program, in the quantities and denominations set forth in the attached VIPGift Sales Form. VIP hereby agrees to produce, issue, and process Incentives for Client in such quantities and denominations.
  2. Additional Terms - Additional agreed upon fees for services or products may be included in one or more addenda to this Agreement, including but not limited to: custom programming, fulfillment, customer services not included in the general function of Incentives, upgrades or modifications to normal functions, etc. Client also acknowledges and/or accepts the additional fees and charges that apply to Incentives and to some Redemption Options (defined below). These additional fees and charges are described in the General Terms and Conditions hereto attached, in the terms and conditions which accompany the Incentives, and in the Redemption Options themselves.
  3. Compensation to VIP - In lieu of any other compensation or charge and in consideration for the services rendered by VIP to Client in the production, issuance, and processing of Incentives, Client hereby elects one or more of the following methods of compensating VIP, depending upon the products indicated in the VIPGift Sales Form:
    • Face Value Plus Fee Debit Card - Upon execution of this Agreement, Client shall pay to VIP the total face value of the Debit Cards purchased under this Agreement plus a fee per card to be mutually agreed upon by VIP and Client.
    • Face Value Vouchers - Upon execution of this Agreement, Client shall pay to VIP only the total face value of the Vouchers purchased under this Agreement.
    • Fee Vouchers - Upon execution of this Agreement, Client shall pay to VIP the total face value of all Vouchers purchased under this Agreement, plus a service charge of 20% of the face value of the Vouchers purchased. VIP will reimburse to Client the remaining face value of any Vouchers which have not been redeemed within 12 months from the Expiration Date (herein defined); provided however, if any Vouchers are submitted for redemption after 12 months and if VIP elects to honor that redemption, Client shall pay to VIP the face value of such Vouchers within thirty (30) business days of being invoiced for same. This provision shall not alter or affect in any way other provisions of this Agreement which impose limits on VIP’s obligation to honor redemption of Vouchers.
  4. General Terms and Conditions - In addition to the foregoing, the General Terms and Conditions to this Agreement are hereto attached and herein incorporated and govern this Agreement in all respects.

GENERAL TERMS AND CONDITIONS

  1. Commercial Use of Incentives. VIP issues and/or sells Incentives solely and directly to businesses. The businesses can distribute the Incentives to employees or customers in furtherance of specific business goals and objectives. VIP does not sell Incentives to individual consumers.
  2. Delivery of Incentives. VIP shall deliver Incentives ordered by Client to the Client’s address herein specified within fifteen (15) days of each order unless a delivery date is specified by Client. It being Client’s responsibility to make such distribution, VIP shall have no obligation to distribute the Incentives to Incentive Holders, unless VIP is assigned the responsibility and compensated for fulfillment services through a separate written agreement or addendum hereto duly executed by VIP.
  3. Use and Redemption of Vouchers. Vouchers are not contracts, agreements, or offers for a contract or agreement and are not credit instruments, gift cards or gift certificates. Vouchers entitle the Incentive Holder to redeem the points indicated in the Voucher through VIP for VIP redemption options (“Redemption Options”), which include but are not limited to merchant gift certificates, phone cards, Debit Cards, gift checks, gift products etc., such redemption being at the point value of the Voucher (subject to the assessment of fees and charges). Redemption of Vouchers must be made strictly in accordance with the redemption instructions provided with the Voucher. Incentive Holders may only redeem Vouchers for Redemption Options, which are subject to change without notice. Under no circumstances shall Vouchers or points be redeemable for or converted to cash or other value. Certain Redemption Options may also be subject to the assessment of fees and charges, and Client should advise Incentive Holders to make themselves aware of all terms and conditions that apply to each Redemption Option.
  4. Voucher Forfeiture. Each Voucher is registered on the date it is sold to Client and on that registration date, an expiration date is also established (“Expiration Date”). Incentive Holders must use their Vouchers prior to the Expiration Dates shown on the face of the Vouchers or their points will be forfeited. The Expiration Date cannot be extended. Any attempts to redeem a Voucher after the value has been exhausted will be declined. VIP Incentives are not refundable.
  5. VIP Redemption Options. VIP maintains a wide variety of Voucher Redemption Options. VIP makes no statements, promises, warranties, or guarantees, expressed or implied, regarding the reputation or business practices of its Redemption Option vendors or the quality of the goods or services provided by them. VIP bears no responsibility for the quality of the goods or services provided by its Redemption Option vendors, and all complaints or disputes in this regard should be directed to the Redemption Option vendor involved.
  6. Indemnification. Client agrees to indemnify, defend, and hold harmless VIP, its directors, officers, employees and agents, and to defend any action brought against same with respect to any Incentive Holders’ claims, demands, causes of action, or any debts or liabilities, including reasonable attorneys’ fees, to the extent such actions are based upon or in connection with this Agreement or with Incentives or the terms and provisions thereof, including but not limited to, any claims or liability relating to the rights to remaining Incentive points or Redemption Option value.
  7. Lost, Damaged or Stolen Incentives and Redemption Options. VIP is not responsible for Incentives or Redemption Options that are lost, damaged or stolen. VIP has limited ability to verify the identity of the party using or redeeming Incentives, and VIP claims no responsibility or liability for Incentives used or redeemed by persons other than the original Incentive Holder. VIP is under no obligation to re-issue a replacement Incentive or Redemption Option.
  8. Assignment. Client may not assign this Agreement or its rights under this Agreement without the prior written consent of VIP, its affiliates, successors and/or assigns.
  9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall govern any future orders of Incentives by Client through VIP, without the need to re-execute this Agreement upon each order. Each order of Incentives constitutes a new contract between VIP and Client, separate and apart from all prior and subsequent orders.
  10. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule, the validity, legality and enforceability of the other provision of this Agreement will not be affected or impaired thereby. This Agreement, or any portion thereof, shall be VOID WHERE PROHIBITED BY LAW.
  11. Entire Agreement; Amendment. This Agreement sets forth the entire agreement between the parties relating to the subject matter contained herein and supersedes all other previous oral or written agreements on this subject matter between the parties. No provision in this Agreement may be modified or amended except in writing duly executed by the party against which enforcement of the amendment is sought.
  12. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without regard to any conflict of law provisions. Any legal action or proceeding with respect to this Agreement shall be brought in the courts of Hamilton County, Tennessee or the United States District Court for the Eastern District of Tennessee at Chattanooga, and by execution or delivery of this Agreement, each party hereto irrevocably accepts for itself, generally and unconditionally, the jurisdiction and venue of such courts. Each party irrevocably waives any objection to the jurisdiction or venue of the above referenced courts in any action concerning this Agreement.
  13. Waiver. The failure of either party to terminate or seek redress for breach of, or to insist upon strict performance of any term, covenant, condition or provision contained in this Agreement shall not constitute a waiver thereof and shall not prevent a similar, subsequent act from constituting a breach of this Agreement.
  14. Rights in Compensation. Client acknowledges and agrees that any service charge and/or fee it pays to VIP hereunder and any remaining Incentive points or value retained by VIP hereunder is part of VIP’s compensation for services rendered, is entirely the property of VIP, and Client has no title in or claim of ownership to same.