TERMS AND CONDITIONS
OF USE EZSHIELD CHEQUE FRAUD PROTECTION PROGRAMSM
EZShield Consumer Protection Services are provided by EZShield Sales Co., a Delaware corporation ("EZShield") to a single business, who subscribes for the EZShield "Service" defined in the applicable EZShield Service Description (each such subscriber hereinafter called the "Customer"). Please read these Terms and Conditions carefully. Customer's right to use the Service is expressly subject to full compliance with these Terms and Conditions, as they may be modified from time to time. If you do not agree with these Terms and Conditions, please do not register for the Service or disclose any information to EZShield in connection with the Service.
DEFINITIONS
Certain capitalized terms referenced herein have the meanings ascribed to such terms in the EZShield Common Definitions.
PRIVACY
EZShield is committed to protecting the privacy of all Customers. All Customer information which is gathered in connection with the Service, and which is subject to applicable privacy laws, will be governed by the provisions of the EZShield Privacy Policy.
DESCRIPTION OF SERVICE
Click here for the EZShield Cheque Fraud Protection ProgramSM service descriptions.
ADDITIONAL TERMS FOR EZSHIELD CHEQUE FRAUD PROTECTION PROGRAMSM
The Service covers only cheques drawn from the bank account identified in the Order. Any funds to be advanced must arise from fraud involving a cheque drawn on a chequing account at a bank domiciled in Canada and must be reported to law enforcement authorities as evidenced by a bank affidavit. EZShield reserves the right to not advance funds to Customer for any Losses incurred by Customer as a result of any Subject Cheque Fraud perpetrated by Customer, any employee or agent of Customer and/or any other person who is a joint account holder with Customer. EZShield will not advance funds to any Customer for any Losses incurred by Customer as a result of any Subject Cheque Fraud where: (i) Customer's failure to exercise ordinary care substantially contributed to the Subject Cheque Fraud; or (ii) Customer is fooled by an imposter. Due to the higher incidence of fraud against companies and the larger size of funds needed to provide the Service to businesses, fees for companies registering for the Service will be different than corresponding fees for individual Customers. The nature of the Service is to expedite the payment(s) owed to Customer on terms for which Customer would later be reimbursed by the financial institution on which the subject cheques were drawn. Advanced advocacy services apply only if the facts alleged in Customer's police report indicate that Customer has a valid request for the advanced funds under the UCC, or if Customer is domiciled in Canada, under the applicable federal and provincial laws in effect in the relevant province of Canada, and the Customer does not misrepresent such facts. If Customer is advanced funds by EZShield for the Losses and paid a second time for the Losses by the applicable financial institution, Customer shall hold the bank's payment as an agent for EZShield and deliver such funds to EZShield as directed by EZShield. EZShield reserves the right, at its sole discretion, to collect from the Customer any portion of the funds that Customer had requested in the event that Customer's bank or financial institution does not reimburse EZShield for any portion of Customer's Losses. EZShield will not be required to pay for any Losses unless: Customer provides to EZShield the properly completed documentation requested by EZShield reasonably promptly and, in any event, on or before thirty (30) days after the earlier of: (i) Customer discovering the Subject Cheque Fraud; and (ii) Customer being provided with the bank statement reflecting, or the original or a copy of the cheque that is the subject of the Subject Cheque Fraud.
EZShield will not be required to advance funds to Customer unless:
(1) Customer provides to EZShield the properly completed documentation requested by EZShield reasonably promptly and, in any event, on or before one year after the earlier of: (i) Customer discovering the Subject Cheque Fraud; and (ii) Customer being provided with the bank statement reflecting, or the original or a copy of the cheque that is the subject of the Subject Cheque Fraud; and
(2) in the case of the same wrongdoer committing multiple frauds, Customer reports the Subject Cheque Fraud to the bank within thirty (30) days after the date on which Customer receives the bank statement reflecting the Subject Cheque Fraud.
TERM
EZShield Cheque Fraud Protection ProgramSM: Subject to the limitations stated herein, the Service applies to cheques against Subject Cheque Fraud committed during the period expiring upon the earlier of:
(1) the second (2nd) anniversary of the date on which Customer placed the applicable Order; and
(2) the date on which the last cheque from the Order has been processed without the occurrence of any Subject Cheque Fraud ("Term").
GENERAL LIMITATIONS
To the fullest extent permissible by law, except as expressly provided in the Service Description or these Terms and Conditions, EZShield makes no warranties of any kind regarding the Service, either express or implied, including but not limited to, any implied warranties of merchantability or fitness for a particular purpose. EZShield has priced the Service based on this limitation of liability, which is an important term of the Service. EZShield shall not be liable to Customer or any third party for any indirect, consequential, exemplary, special, incidental or punitive damages, including without limitation loss of use or lost businesses, revenue, profits, or goodwill, arising in connection with the Service or these Terms and Conditions, under any theory of tort, contract, indemnity, warranty, strict liability or negligence, even if EZShield knew or should have known of the possibility of such damages. THE SERVICE IS AVAILABLE ON AN "AS IS" BASIS ONLY. IN NO EVENT SHALL EZSHIELD'S LIABILITY IN CONNECTION WITH THE SERVICE EXCEED THE AMOUNTS PAID TO EZSHIELD FOR THE SERVICE.
EZShield reserves the right to refuse or terminate Customer's subscription for the Service if EZShield determines Customer has committed fraud or other illegal acts, made untrue statements, or failed to fully cooperate with EZShield's efforts to provide the relevant Service(s) to or on behalf of Customer. The Service is currently available only to companies domiciled in Canada.
EZShield will not be liable if it is unable to perform or deliver any part of the Service or is delayed in performing any such obligations due to failure of any of data processing systems, hardware systems, the Internet, or because of an incident, event or factor outside EZShield's reasonable control.
Neither EZShield nor its subcontractors shall be liable for any loss or injury that may arise out of its acts or omissions, whether negligent or otherwise, in obtaining, distributing, compiling, collecting, interpreting, reporting, communicating or delivering the Service. Customer understands and agrees that every business decision involves assumption of a risk, and that EZShield does not underwrite that risk in any manner whatsoever.
In no event shall EZShield, its subcontractors or agents be liable for any incidental, indirect or consequential damages, however arising, incurred from the Service or the unavailability thereof. The Service is being provided "AS-IS" and EZShield assumes no responsibility for the timeliness, deletion, failed delivery or failure to store any information obtained or distributed through the Service. Since EZShield and its subcontractors obtain data from third parties, such information may, or may not be, completely thorough, timely and accurate. Customer shall not rely upon EZShield for the accuracy or completeness of information supplied in using the Service.
In order to subscribe for the Service, Customer must provide EZShield with true, accurate, current and complete account registration information and maintain and update such information on a timely basis. If Customer provides any information that is untrue, inaccurate, not current or incomplete, EZShield may immediately suspend or terminate Customer's account for the Service, and refuse to provide any or all of the same to Customer. Any violation of local, state, provincial or federal laws in using the Service may result in the immediate termination of the Service, at EZShield's sole discretion.
Customer agrees that EZShield does not provide insurance and is neither an insurance company nor an agent for an insurance company, is not a credit repair organization, is not a credit counseling service and does not promise to help Customer improve Customer's credit history or rating. Customer agrees that, unless specified in an EZShield Service, EZShield will not make payments to Customer or otherwise be liable or responsible for any loss, damage or liability Customer may incur in any way related to a Identity Theft Event (or otherwise), including, without limitation, any monetary, financial or other economic loss, theft or damage of any kind.
MISCELLANEOUS
These Terms and Conditions and the Service shall be governed by and enforced pursuant to Ontario law (including federal laws applicable therein), without regard to its principles of conflicts of law. A reference to any statute includes any regulations thereto, all as amended and or replaced from time to time. These Terms and Conditions and the documents referenced herein collectively serve as the sole and exclusive agreement between Customer and EZShield regarding the Service and merges and supersedes all previous and contemporaneous written or oral agreements and understandings regarding the subject matter hereof. If any provision of these Terms and Conditions is held to be invalid or otherwise unenforceable, the remainder of these terms will remain in full force and effect and will in no way be invalidated or otherwise affected.
Any dispute between Customer and EZShield relating to these Terms and Conditions or the Service that cannot otherwise be resolved amicably shall be submitted to binding arbitration in Toronto, Ontario in accordance with the Arbitration Act, 1991 of Ontario (as amended or replaced from time to time), before one arbitrator. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
Customer inquiries regarding the Service should be sent as follows: via regular mail, to EZShield Sales Co., 9920 Franklin Square Drive, Suite 250, Nottingham, MD 21236, Attn: Customer Service Department, via electronic mail, to [email protected]; and Via telephone, 1 888-406-0990 (M-F 8:00 a.m. – 8:00 p.m. EST).