# Milenial Master Customer Terms **Edition:** `MGTA-COMMERCIAL-MASTER-TERMS-v2.0.0` **Status:** `owner-authorized publication edition — effective October 20, 2026` **Counsel status:** `not represented as attorney-reviewed` **Provider:** Milenial Procurments Inc. ("Milenial") ## 1. Agreement and parties These Master Customer Terms, the applicable Tier Order Schedule, the Digital Content and Workspace License, and the Purchase, Refund, and Delivery Policy form the proposed agreement between Milenial and the person or legal entity identified as the purchaser (the "Customer"). An individual accepting for an organization represents that the individual has authority to bind that organization. The service is offered only to business and professional purchasers acting for trade, business, or organizational purposes, and not for personal, family, or household use. A purchaser must be at least eighteen years old and legally capable of binding the Customer. Corey Pittman and every other director, officer, employee, contractor, or authorized representative of Milenial act solely in a representative capacity unless a separate signed writing expressly states otherwise. No representative is a party, personal guarantor, or individual provider under this Agreement merely by communicating, approving, administering, or signing for Milenial. ## 2. Contract formation and order of precedence A contract is formed only when Milenial presents the exact governing editions and material commercial terms, the Customer takes the required affirmative assent action, valid consideration is exchanged, and Milenial records the transaction. Browsing, silence, a preselected control, or payment detached from the presented terms is not sufficient evidence of assent. If provisions conflict, an individually signed agreement controls its stated scope, followed by the applicable Order Schedule, these Master Terms, incorporated policies, and product descriptions. Mandatory law controls over conflicting language. ## 3. Tier purchases Each Tier is a one-time purchase, not a subscription, membership, installment plan, or automatic renewal. A verified successful payment creates one 45-calendar-day access window beginning when the verified payment event activates access. Tier 2 includes Tiers 1–2; Tier 3 includes Tiers 1–3; Tier 4 includes Tiers 1–4. The Order Schedule states the exact price, included scope, and then-current asset availability. Purchase, access, progress, completion, review, adoption, release, external use, eligibility, certification, and Government acceptance are separate states. Payment does not create or imply any favorable state other than the purchased contractual access described in the Order Schedule. ## 4. Accounts and authorized use The Customer must provide accurate information, maintain the confidentiality of credentials, restrict use to authorized persons within the purchased scope, and promptly report suspected compromise. The Customer is responsible for activity conducted through its authorized account except to the extent caused by Milenial's breach of an applicable duty. The Customer may not share credentials, circumvent access controls, cross tenant boundaries, scrape or bulk extract protected content, interfere with service operation, introduce malicious code, impersonate another person, fabricate evidence, or use Milenial to make a false or unauthorized Government representation. ## 5. Educational service and customer responsibility Milenial provides educational, organizational, and preparation resources. Milenial is not the Customer's attorney, accountant, tax adviser, auditor, cybersecurity assessor, accessibility certifier, contracting officer, certifying authority, regulator, fiduciary, agent for Government submission, or guarantor of results. The Customer remains responsible for verifying facts, laws, regulations, solicitation requirements, clauses, representations, certifications, prices, deadlines, recipients, attachments, authority, and suitability before reliance or external use. Milenial does not submit a bid, application, certification, registration, representation, or other external communication unless a separate signed instrument expressly authorizes that specific service. ## 6. Customer content As between the parties, the Customer retains its rights in information and material it lawfully provides. The Customer grants Milenial a limited, nonexclusive license to host, reproduce, process, transmit, and display that content only as reasonably necessary to provide, secure, support, and administer the purchased service and comply with law. The Customer represents that it has authority to provide its content. Unless a separately executed agreement and verified environment expressly permit it, the Customer must not submit classified information, Controlled Unclassified Information, export-controlled technical data, protected health information, complete payment-card data, banking credentials, Social Security numbers, passwords, or third-party confidential information it is not authorized to disclose. ## 7. Milenial materials and license Milenial and its licensors retain their respective rights in the platform, branding, original lessons, videos, documents, templates, selection and arrangement, governance architecture, and service methods. The Customer receives only the limited rights stated in the Digital Content and Workspace License. No ownership transfer, assignment, work-made-for-hire relationship, patent license, trademark license, or right to create a competing content library arises by implication. ## 8. Availability, changes, and security Milenial will provide the purchased service materially as described in the accepted Order Schedule, subject to maintenance, provider interruption, security response, legal requirements, and events beyond reasonable control. No service-level commitment applies unless stated in a separately executed Service Level Agreement. Milenial may make changes that do not materially reduce the purchased benefit. A material reduction, withdrawal, or substitution requires notice and the remedy, if any, stated in the Refund and Delivery Policy or applicable law. Security controls reduce risk but do not warrant uninterrupted service, error-free operation, or immunity from unauthorized activity. ## 9. Suspension and termination Milenial may proportionately suspend access to address a credible security threat, unlawful conduct, unauthorized access, nonpayment, chargeback, material breach, or harm to another customer or the service. Milenial will preserve the reason, scope, decision, notice posture, and restoration or termination state. Suspension does not automatically resolve a refund, ownership, retention, or legal-hold question. ## 10. Disclaimers TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND MATERIALS ARE PROVIDED ON AN "AS AVAILABLE" BASIS FOR EDUCATIONAL AND PREPARATION PURPOSES. MILENIAL DISCLAIMS IMPLIED WARRANTIES ONLY TO THE EXTENT THEY MAY LAWFULLY BE DISCLAIMED. MILENIAL DOES NOT WARRANT CERTIFICATION, COMPLIANCE, ELIGIBILITY, REGISTRATION, FUNDING, RESPONSIVENESS, ACCEPTANCE, CONTRACT AWARD, REVENUE, OR ANY PARTICULAR GOVERNMENT OR BUSINESS OUTCOME. Nothing in this section disclaims an express obligation stated in the accepted Order Schedule or liability that cannot lawfully be excluded. ## 11. Limitation of liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER THE AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITIES, OR GOODWILL, EVEN IF ADVISED THAT SUCH LOSS WAS POSSIBLE. Except for Excluded Claims, each party's aggregate liability arising out of or relating to the Agreement will not exceed the greater of (a) the fees the Customer paid Milenial for the affected purchase during the twelve months preceding the event giving rise to the claim or (b) five hundred United States dollars. "Excluded Claims" means fraud, willful misconduct, a liability that applicable law prohibits the parties from limiting, a party's indemnification obligation under Section 12, or the Customer's unauthorized use or distribution of Milenial materials. Gross negligence is excluded from the limitation to the extent governing law does not permit its limitation. The limitations apply collectively across contract, tort, statute, restitution, and other theories, but do not reduce an express refund or service remedy stated in the accepted Order Schedule or Refund and Delivery Policy. ## 12. Indemnification The Customer will defend Milenial and its directors, officers, employees, and authorized representatives against a third-party claim to the extent arising from Customer content, the Customer's unlawful use of the service, or the Customer's material breach of the access or intellectual-property restrictions, and will pay damages finally awarded or amounts in a settlement the Customer approves. Milenial will defend the Customer against a third-party claim that the Customer's authorized use of unmodified Milenial-owned materials infringes a United States copyright or trademark, and will pay damages finally awarded or amounts in a settlement Milenial approves. Milenial may procure continued use, modify or replace the affected material, or terminate the affected right and refund the unused proportional value. This obligation does not apply to Customer modifications, combinations not supplied by Milenial, continued use after notice of a noninfringing replacement, or material Milenial does not own. An indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and permit the indemnifying party to control the defense. Delay relieves an obligation only to the extent materially prejudicial. No settlement may admit fault by, impose a nonmonetary duty on, or fail to fully release the indemnified party without its written consent. ## 13. Disputes and governing law Georgia law governs the Agreement without regard to conflict-of-law rules. Before filing a claim, a party must give written notice describing the dispute and requested resolution and allow thirty calendar days for good-faith direct discussion, unless immediate relief is reasonably necessary to prevent material harm or preserve a filing deadline. Except for a matter properly brought in small-claims court or a request for temporary or injunctive relief permitted by law, the state courts located in Gwinnett County, Georgia, and the federal court having jurisdiction over Gwinnett County will have exclusive jurisdiction, and each party consents to personal jurisdiction there. This edition does not require arbitration and does not contain a class-action waiver, jury-trial waiver, prevailing-party fee shift, or shortened limitations period. Those restrictions may be added only through a later conspicuous edition after specific owner and counsel review. ## 14. General provisions Neither party may assign the Agreement except as permitted by the adopted terms. A waiver must be knowing and attributable and does not waive a later breach. If an unenforceable provision can lawfully be narrowed, it should be enforced only to the permitted extent; otherwise it is severed without invalidating the remainder. Headings aid reading and do not control meaning. The adopted instruments constitute the entire agreement for the purchased Tier except for a separately signed agreement. ## 15. Adoption and effect The owner adopted the commercial choices in Sections 1 and 11–13 on October 10, 2026 and expressly authorized this successor publication edition on October 15, 2026. This edition becomes effective for Tier 1 purchases beginning October 20, 2026. It is not represented as attorney-reviewed. Later counsel-approved changes require a separately versioned successor edition and may not silently alter an accepted order.