EZShield VaultSM Terms and Conditions - Effective as of August 19, 2009
In these Terms and Conditions, "we," "us," "our" and "EZShield" refer to EZShield, Inc., a Delaware corporation, and "you" or "your" refer both to you as the registered owner of an EZShield VaultSM and all other individuals you authorize as a Delegate to use or access such account. EZShield will make available to you EZShield Vault (the “Service”) on the terms and subject to the conditions set forth below. Capitalized terms have the meanings ascribed to them in these Terms and Conditions.
Please read these Terms and Conditions carefully. By registering for or using the Service, you shall be deemed to have agreed with and agreed to be bound by these Terms and Conditions. These Terms and Conditions set forth, among other things, our obligations to you; your obligations regarding the Service; and related notification and dispute resolution procedures, and rules regarding access to and destruction of the Content. If you do not agree with these Terms and Conditions, please do not register for the Service or disclose any personal information to us in connection with the Service.
1. Description of the Service
The Service is an Internet-based application pursuant to which, during the Term, you may store, organize and access important information and copies of documents (“Content”) on a remote basis. The secure storage location you establish with us as part of the Service is referenced herein as your “EZShield Vault.” You may access the Content from any computer or mobile device with Internet access. Your EZShield Vault will be subject to: (i) these Terms and Conditions, as we may modify them from time to time; (ii) any terms or instructions appearing on a screen when using the Service; and (iii) applicable state and federal laws and regulations. We may, from time to time, modify, discontinue or add features to the Service.
During the Term, you will be able to upload, organize and delete electronic files in various types of electronic file formats (including without limitation, PDFs, word processing files, JPEG files, MPEG files and spreadsheet files). Such files may be any type of electronic copy of a document including, without limitation, wills, car titles, house titles, pictures, trusts, receipts, financial statements, tax returns, medical records and legal records. These files can also be non-document files including, without limitation music files, picture files and movie files. In the ordinary course of business, we will not have any access to the files. We will only attempt to access the Content if we believe in good faith that we are legally compelled to do so.
2. Owners and Delegates
During the Term, the registered owner of an EZShield Vault (“Owner”) may register through the Service additional individuals who are authorized to access the Content stored in the Owner’s EZShield Vault (“Delegates”). Only the Owner can appoint Delegates and the Owner can never be denied permission to view or delete Content from the EZShield Vault. The Owner may grant to any or all Delegates access to each item stored in the EZShield Vault. Delegates shall not have access to any item stored in the EZShield Vault unless and until the Owner (or another Delegate with Owner’s permission to access such document) has granted to him/her the required permission to access the subject document. Delegates who have been granted access to a particular document stored in the EZShield Vault will have the ability to move or print the document or delete such document from the EZShield Vault. If you appoint a Delegate for your EZShield Vault, you are representing and warranting to us that the Delegate will be acting on your behalf and will be bound by these Terms and Conditions and that we may rely on such representations and warranties. You hereby also represent to us that all of your Delegates are fully authorized by you to use the Service and you agree to be responsible for all actions of your Delegates relating to the Service. You agree you will follow any Delegate appointment procedures we provide as part of the Service.
3. Access to Content
You may access your EZShield Vault at the EZShield website (“Website") to store, review, retrieve or delete backup copies of your electronic records. To access your EZShield Vault via our Website, you must create a user name and password by registering for the Service. In addition, you must fulfill all hardware and software requirements for the Service as stated on the Website. You must also comply with any other security procedures and policies we may establish from time to time. Subject to the terms hereof, you will generally be able to access your EZShield Vault through the Website seven days a week, 24 hours a day. At certain times, the Service may not be available due to system maintenance or circumstances beyond our control. Customer support for the Service will also be available during EZShield’s regular business hours.
If you violate any of these Terms and Conditions, we may suspend access to your EZShield Vault. If you fail to pay any fees for the Service as and when due, we may suspend access and close your EZShield Vault. You instruct us and agree that if your access to your EZShield Vault should be suspended or terminated for any reason whatsoever, we may permanently destroy the electronic records in your EZShield Vault thirty (30) days after the date access to your EZShield Vault is suspended or terminated, whichever occurs first. However, any such deletion of Content may be delayed or prevented by applicable law or legal process, and may also be delayed for a period of time because of our internal procedures. You acknowledge that by storing Content with us, no fiduciary relationship is created between you and us.
4. Fees and Payment
Standard fees for the Service are available on the Website, which we may change from time to time. Regardless of whether or not you use the Service, you will be charged an ongoing monthly fee for continued access to your EZShield Vault. If access to your EZ Shield Vault is terminated for any reason, you will remain liable for fees accrued including the full monthly charges for the month during which the termination occurred. You will pay for the Service by allowing us to charge the credit card you designate upon registering for the Service. If you cancel or terminate the credit card for which you agreed to pay for the Service, you must notify us and designate a new credit card to be used in order for you to continue paying for the Service.
5. Term
The Service is purchased on a monthly or annual basis in advance and will be automatically renewed for like terms until cancelled by you or terminated earlier by EZShield upon 30 days written notice (“Term”). EZShield reserves the right to refuse or terminate the Service if you are overdue in paying the applicable Service fee or if we determine you have committed fraud or other illegal acts, made untrue statements, or failed to fully co-operate with EZShield in connection with your use of the Service. After the Service is terminated, we may delete all Content from your EZShield Vault. You acknowledge and agree that once the Content is deleted from your EZShield Vault, it will be lost to you and might not retrievable by EZShield. All applicable provisions of these Terms and Conditions will survive the termination of the Term by either you or us, including, without limitation, provisions related to intellectual property, warranty disclaimers, limitations of liability, indemnification, and the miscellaneous provisions.
6. Security
By paying for the Service with a credit or debit card, you authorize EZShield to charge your registered credit or debit card account now at the rate in effect during the initial subscription period for the Service and to continue charging the same card during automatic renewal periods of a duration equal to the initial subscription period, without any interruption of the Service, at the regular rate then in effect, unless and until you notify EZShield of your non-renewal of the Service. Upon receiving your non-renewal notice, EZShield may continue to charge you for any uncharged installment payments during the then-current subscription period. If your credit or debit card cannot be charged, EZShield will attempt to contact you to discuss alternate payment arrangements.
6. Security
If you believe that your password may have been lost or stolen, or that someone has viewed, downloaded or deleted Content from your EZShield Vault without your permission, or if you suspect any fraudulent activity on your EZShield Vault, you agree to immediately notify EZShield at a href="mailto:customersupport@ezshieldvault.com">customersupport@ezshieldvault.com or such other contact number or e-mail address as may be provided in these Terms and Conditions. You assume responsibility for protecting your user name and password for your EZShield Vault. We encrypt all files you store in your EZShield Vault. We recommend that you change your password regularly in order to prevent unauthorized access to your EZShield Vault.
7. Privacy
We are committed to protecting your privacy. All information gathered from you in connection with using the Service will be governed by the provisions of the EZShield Privacy Policy,, which is incorporated herein by reference. You understand that we may provide copies of electronic records in your EZShield Vault in response to legal process, to the extent we have or can obtain access to the same.
8.Your Responsibilities
YOU ARE SOLELY RESPONSIBLE FOR THE CONTENT. EZSHIELD DOES NOT REVIEW THE CONTENT OR GUARANTEE THAT IT WILL BE ABLE TO ACCESS THE CONTENT. You will use the Service for lawful purposes, in compliance with all applicable laws (including, without limitation, copyright, trademark, obscenity and defamation laws). You agree to defend and indemnify EZShield against any claim or action that arises from your unlawful or improper use of the Service. You are responsible for actions that may be taken by anyone using the Service after signing in with your username and password. You are also responsible for keeping your user name and password confidential and for ensuring that you have signed off from the Service when your session is complete to prevent unauthorized persons from using the Service. Except for the authorized use of the Service by your duly appointed Delegates, you agree you will be the only user of your user name and password in connection with your EZShield Vault. You agree to provide true, accurate, current and complete information about yourself as requested and you agree to not misrepresent your identity. You certify that you are at least 18 years of age or older and that your EZShield Vault will be used only for personal purposes. You acknowledge that the Service is available only to adult individuals residing in the United States, its territories and Canada.
9. Disclaimer of Warranties; Limits on Liability; Indemnification
To the fullest extent permissible by law, we make no warranties of any kind for the Service, either express or implied, including but not limited to, implied warranties of merchantability or fitness for a particular purpose. We do not warrant that the Service will be uninterrupted or error free, that defects will be corrected, or that our Website that makes the Service available is free of viruses or other harmful components. Our aggregate liability to you hereunder is strictly limited to the actual fees you pay to us in connection with the Service or $1,000.00, whichever is less. You understand and agree that we have priced the Service based on this limitation of liability, which is an important term of these Terms and Conditions. If you reside in a state that does not permit this limitation of liability under applicable law and will not apply the law of Maryland to these Terms and Conditions, then please do not register for or use the Service. In no event will EZShield or any of its officers, directors, members, parents, subsidiaries, affiliates, agents, licensors, or third party service providers be liable for any consequential, indirect, incidental, special or punitive damages, arising out of or in connection with these Terms and Conditions and/or the Service.
Except as expressly otherwise provided herein, you agree to indemnify us, our affiliates, officers, directors, employees, consultants, agents, service providers, and licensors harmless from any and all third party claims, liability, damages and/or costs (including but not limited to reasonable attorney's fees) arising from any third party claim relating to your use of the Service or violation of any law or rights of a third party.
Except as otherwise required by law, we may in our sole discretion change the terms hereof and/or the Service from time to time and at any time.In no event will we be liable for any failure of performance due to circumstances beyond our control (such as power outage, computer virus, system failure, fire, flood, earthquake or extreme weather). These Terms and Conditions will be interpreted according to the laws of the State of Maryland, without regard to conflict-of-law rules. The Service is being delivered and your Content is primarily being stored and located in the State of Maryland. You may not assign or transfer your rights in and to your EZShield Vault without our written consent. We may assign or delegate certain of our rights and responsibilities regarding the Service to independent contractors or other third parties.
10. Notices
We may send messages regarding an EZShield Vault to the Owner at his or her e-mail address as reflected in the EZShield Vault records, and any such messages shall be effective when sent. You agree to notify us in the event of a change to your designated e-mail address for purposes of the Service. We are not responsible for any loss of communications if you deactivate the registered Owner’s e-mail address for your EZShield Vault.
11. Miscellaneous
Other than the Content stored in your EZShield Vault and your personal account information, all materials included or available as part of the Service are the property of EZShield, and/or third parties and is protected by copyrights, trademarks, or other intellectual and proprietary rights. Nothing contained on the Service should be construed as granting by implication or otherwise any license or right to use any Trademark without the express written permission of EZShield, or the third party which has rights to such Trademarks, as appropriate.
Any other dispute between you and us relating to these Terms and Conditions or the Service that cannot otherwise be resolved amicably shall be submitted to binding arbitration in Harford County, Maryland before a single arbitrator appointed by Judicial Arbitration and Mediation Services (“JAMS”) (or if such entity no longer exists, then by its successor entity or a similar national organization designed to facilitate alternative dispute resolution proceedings) under the then-existing JAMS Streamlined Arbitration Rules and Procedures as applied to commercial disputes and the decision of the arbitrator shall be final and binding upon all parties. You hereby agree to waive any right to a jury trial in connection with any dispute between you and us relating to the Service.
These Terms and Conditions serve as the sole and exclusive agreement between you 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 are 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.
12. WAIVER OF JURY TRIAL
YOU HEREBY VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THE SERVICE AND/OR THESE TERMS AND CONDITIONS.