TERMS AND CONDITIONS OF SERVICE FOR BUSINESS CUSTOMERS
Conditions of Acceptance
BY EXECUTING OUR REGISTRATION FORM, YOU AGREE THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE USE OF THE SERVICE. THE TERM "YOU" AND/OR “YOUR”, REFERS TO THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, AS DEFINED IN THE INFORMATION PROVIDED TO EZNET PROGRAMMING SERVICES, INC. ON THE REGISTRATION FORM. THE TERM "WE", “OUR” AND/OR “US” REFERS TO EZNET PROGRAMMING SERVICES, INC. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT EXECUTE THE REGISTRATION FORM FOR THE SERVICE.
BEFORE EXECUTING THE REGISTRATION FORM, YOU MUST ASCERTAIN THAT THE SERVICE WILL MEET YOUR SPECIFIC FUNCTIONAL REQUIREMENTS. THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND WE DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NO INFRINGEMENT. WE MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THAT THE SERVICE WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. BY EXECUTING THE REGISTRATION FORM, YOU AGREE THAT THE REGISTRATION FORM CONTAINS NO CONTINGENT PAYMENT TERMS OR ANY OBLIGATION FOR EZNET PROGRAMMING SERVICES, INC. TO REFUND ANY AMOUNTS CONTRACTED FOR.
We will never share a service provider's schedule with anyone. For persons scheduling appointments with a service provider, EZnet Scheduler will not share their personal schedule information with anyone except the service provider with whom they make an appointment. All scheduling and appointment information will be confidential. Each service provider can view only information relating to his or her appointments.
We may compile site-wide demographic information that we may share with advertisers, but we will not compile profiles of individual users, including the gathering of names, addresses, email addresses and other personal information. Although we use all reasonable means to protect your personal information, we are not responsible for any improper use of your personal information that is beyond our reasonable control.
1. Scope of Agreement
EZnet Programming Services, Inc. (referred hereinafter as "our", "we" and/or "us") as owner of EZnet Scheduler an online scheduling system (referred hereinafter as "EZnet”") offers business customers (also referred hereinafter as "Customers", "Customer", "subscriber", "you" and/or "your") who agree to the following terms and conditions of service (hereinafter the "Terms and Conditions") the ability (the "Service") to schedule appointments and enable their customers to schedule appointments via the Internet on a customized web site (the "Site") hosted and maintained by EZnet Programming Services, Inc. ("EZnet"). To use the Service, you must obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device. As part of Service configuration, you will select a web name (like http://www.EZnetScheduler/your-business-name). Although we will make every effort to assign to you the web name that you select, we reserve the right to reject any of your choices if it has been previously assigned to another user or if EZnet, in its sole discretion, deems such web name offensive.
- 2. Consideration of Services
In consideration of your use of the Service, you agree to provide EZnet with complete and accurate billing and contact information. This information includes your legal company name, address, e-mail address and telephone number of authorized billing and systems administration contacts. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, we reserve the right to terminate this Agreement and your access to the Service and EZnet Scheduler in addition to any other legal remedies.
- 3. Payment Terms
At the beginning of every contract term, EZnet will charge your credit card for the amount you specified during enrollment procedure by choosing the level of Service (the "Membership") or upon subsequent Membership upgrade, multiplied by the duration of the contract term in months, regardless of the number of appointments scheduled or cancelled by your customers through this Service. We reserve the absolute right, at our sole discretion, to terminate our provision of the Service to you if funds are not available. Rates and Memberships may be changed at any time and you will receive notification prior to the change. The first payment will be due upon execution of these Terms and Conditions. Thereafter, payment will be due not later than the first day of the contract term billing period for the subsequent term of Service. Contract term is determined by the payment plan specified during enrollment procedure (one month, six months, one year; other term duration if applicable). Membership upgrades are subject to additional pro-rate invoicing for days remaining in the current billing period. Interest shall accrue on any unpaid fees at the rate of 1.5% per month until paid in full. If EZnet does not receive payment from the card issuer, you agree to pay EZnet all amounts due upon demand. Customer agrees to pay all attorney and collection fees arising from EZnet's efforts to collect any past due amounts from Customer. If you elect to discontinue use of the Service and terminate the Agreement, no refund will be given for the unused portion of the Initial Term or any renewal term. In the event that you terminate this Agreement (other than by reason of breach by you) or choose not to renew, we will make available to you a file of Your Data within thirty (30) days of termination or non-renewal if you so request at the time notice is given. You agree and acknowledge that EZnet has no obligation to retain Your Data, and may delete such data, more than 30 days after termination or non-renewal. Continuous Service Membership and Subscription membership in the Service is on a continuous service basis. This means that once you have become a subscribing member, your membership will be automatically renewed and your credit card will be charged based on the subscription payment plan in accordance with the contract term. Credit card charges may be processed immediately after invoicing. Cancellations. You may cancel your EZnet Scheduler account at any time online given there are no pending appointments on your account and all scheduling entities (Schedules, Personnel Records, Service Locations, Custom Forms, Direct Offers and Business Users) are deactivated. NO REFUNDS OR CREDITS: Upon cancellation or termination of the Service, you will not receive a refund for any charges or fees associated with the Service. Service must be cancelled by customer within 15 days of the start of the next billing cycle to avoid additional charges. Free Trial Accounts. Free trial accounts are not subject to membership fee billing and invoicing. No membership fee payments are required for free trial accounts for the entire duration of the trial period.
- 4. Termination for non-payment
If payment of fees is not received for any reason, EZnet reserves the right to suspend your access to your EZnet Scheduler if the problem cannot be cured within ten (10) business days and terminate your access if the problem cannot be cured within thirty (30) days. If you believe that a notice from EZnet is incorrect, you must contact us within ten (10) days of the notice date to avoid suspension.
- 5. Use Restrictions
EZnet may deny you access to all or part of the Service without notice if you engage in any conduct or activities that EZnet believes in its sole and absolute discretion, violates applicable law or any terms of this agreement, including your failure to make timely payment. You agree that any termination of your access to the Service and your EZnet Scheduler hosted by EZnet under any provision of this Agreement may be affected without prior notice, and acknowledge and agree that EZnet may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that EZnet shall not be liable to you or any third-party for any termination of your access to the Service or your Scheduler.
- Any use of EZnet Scheduler applications, systems and system resources that disrupts the normal use of the system for other EZnet Scheduler customers and users is considered to be abuse of system resources and is grounds for administrative intervention. Some examples of abuse include but are not limited to, multiple enrollments for the same business, creation of fictional consumer profiles and login accounts, impersonating other customers and users in creating appointments for any business account (including own), running load tests and denial of service attacks against www.EZnetScheduler.com.
- 6. Limited Use Rights
EZnet grants you and your clients a non-exclusive and non-transferable license to access the Services over your computer or computers. EZnet is the owner of any and all information, data, text, software, messages and other materials (collectively, "Content") within the Service, including, without limitation, the URL assigned to your business.
- 7. Intellectual Property
EZnet alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the EZnet Scheduler, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, EZnet Scheduler or Intellectual Property owned by EZnet to you. The EZnet Programming Services, Inc. and EZnet Scheduler names and other product names associated with the Service are owned by EZnet Programming Services, Inc. and no right or license is granted to use them.
- 8. Customer’s Obligations
You are responsible for any and all activities that occur under your EZnet Scheduler. You shall: (i) notify EZnet immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to EZnet immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you; (iii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; and (iv) not impersonate another EZnet Scheduler user or provide false identity information to gain access to or use the Service. EZnet reserves the right to take any action it deems appropriate with respect to Content posted on your EZnet Scheduler. Such action, if taken, shall be at the sole discretion of EZnet and may include, but not be limited to, termination of your rights of use.
You will receive a password and account designation upon completing the Service's Registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to:
- Immediately notify EZnet of any unauthorized use of your password or account or any other breach of security, and
- Ensure that you exit from your account at the end of each session.
EZnet cannot and will not be liable for any loss or damage arising from your failure to comply with this Section or from any loss or damage arising from the actions of any third party.
- Except as expressly permitted, you may not reproduce, disclose, redistribute, retransmit, publish, sublicense, assign, transfer or commercially exploit any of the Services or any other content that you receive, directly or indirectly, through the Services to anyone without prior written approval from EZnet. You may not use or permit anyone to use the information provided through the Services for any unlawful or unauthorized purpose, and if applicable, shall at all times comply with and adhere to the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) as it relates to “protected health information” (PHI), as defined by the Act.
- 9. Data Ownership Responsibility
All data submitted by you to the Service, whether posted by you, Users, Customers or other third parties, shall remain the sole property of you or such third parties, as applicable, unless specifically notified in advance. You, not EZnet, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Your Data, and EZnet shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. In the event that you terminate this Agreement (other than by reason of a breach by you), EZnet will make available to you a file of the Your Data within 30 days of termination notice if you so request. EZnet reserves the right to withhold, remove and/or discard Your Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Your Data immediately ceases, and EZnet shall have no obligation to maintain or forward any of Your Data.
- 10. Program Modifications
EZnet reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that EZnet shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
- 11. Termination
You agree that EZnet, at its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of payment, lack of use, or if EZnet believes that you have violated or acted inconsistently with the letter or spirit of the Terms and Conditions. EZnet may also at its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of the Terms and Conditions may be affected without prior notice, and acknowledge and agree that EZnet may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that EZnet shall not be liable to you or any third-party for any termination of your access to the Service. You also agree that EZnet does not have any obligations to perform termination of your account if such termination request is submitted by you or by any third-party on your behalf by means of telephone, fax, voice message, regular or electronic mail.
- 12. Your Customer Relationships
Your correspondence or business dealings with customers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such customers. You agree that EZnet shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such customers on the Service.
- 13. Company Indemnity
The Service may provide, or third parties may provide, links to other Internet sites or resources. Because EZnet has no control over such sites and resources, you acknowledge and agree that EZnet is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that EZnet shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
You agree, at your own expense, to indemnify, defend and hold harmless EZnet Scheduler, its officers, directors, employees, and contractors harmless , against any claim, suit, action, or other proceeding brought against us by a third party to the extent that such claim, suit, action, or other proceeding is based on or arises in connection with your use of the Services. You agree to pay any and all costs, damages, and expenses, including without limitation, reasonable attorney's fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, and action.
- 14. Customer Controlled Website
If Customer links a web site controlled by Customer to the Service, Customer agrees to comply with all applicable laws and regulations, including, but not limited to, those related to “protected health information” (PHI), as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), pornography, obscenity, copyright, trademark, other intellectual property rights, data privacy, international communications, import and export of data and tax laws and regulations. Customer is solely responsible for any content contained on Customer's web site and Customer shall so state on Customer's web site. EZnet may at any time and without advance notice modify or restrict Customer's participation in the Service if EZnet Programming Services, Inc. determines in its sole discretion, information contained on Customer’s website, violates any laws or regulations, is disruptive, causes a malfunction of the Service, or is not suitable for the Service. If Customer does not correct the violation within ten days thereafter, EZnet may terminate the link or Customer's access to the Service.
- 15. Disclaimer of Warranties
DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES ARE DISTRIBUTED ON AN "AS IS" BASIS AND "AS AVAILABLE" BASIS AND THERE MAY BE DELAYS, OMISSIONS, ERRORS OR INACCURACIES IN SUCH INFORMATION AND DATA. THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THE TERMS AND CONDITIONS. YOU WILL BEAR ANY AND ALL LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICES OR INABILITY TO USE THE SERVICES OR OUT OF ANY BREACH OF ANY WARRANTY NONE OF EZNET,ANY LICENSOR, EMPLOYEE, AFFILIATE OR AGENT OF EZNET OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES (EACH, A "PROVIDING PARTY") WARRANTS THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR MAKES ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICES OR FROM ANY INVESTMENT DECISION MADE USING THE DATA, INFORMATION, OR TRANSACTIONS PROVIDED BY THE SERVICES.
- 16. Disclaimer of liabilities
EZNET PROGRAMMING SERVICES, INC. IN NO WAY, (A) GUARANTEES THE ACCURACY, SEQUENCE, COMPLETENESS, TIMELINESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF THE INFORMATION OR DATA MADE AVAILABLE THROUGH THE SERVICES OR BY ANY OTHER FORCE MAJEURE OR ANY OTHER CAUSE BEYOND THEIR REASONABLE CONTROL, (B) WILL BE LIABLE TO YOU OR TO ANYONE ELSE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR IN PART BY ITS NEGLIGENCE OR OMISSION IN PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING, OR DELIVERING, ANY INFORMATION OR DATA THROUGH SERVICES, (C) WILL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION OR ACTION TAKEN BY YOU IN RELIANCE UPON WHICH SUCH INFORMATION OR DATA OR FOR ANY CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, DAMAGES RESULTING FROM INCONVENIENCES, OR LOSS OF USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (D) WILL BE LIABLE TO YOU FOR THE ACCURACY OF THE INFORMATION PROVIDED THROUGH THE SERVICE, EVEN IF THE PROVIDING PARTY WAS NEGLIGENT IN PREPARING SAID INFORMATION, OR FOR DELAYS OR OMISSIONS THEREIN NOR FOR ANY LOST PROFITS, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.
- 17. Dispute Resolution, Governing Law, and Venue.
The parties will attempt to resolve any dispute related to this Agreement through good faith, informal negotiation. If initial negotiation does not resolve the dispute within fourteen (14) days , the parties will select a mutually agreed mediator in a mutually agreed location to attempt to resolve the dispute. If mediation fails to resolve the dispute, either party may file an action in a federal court in the 15th Judicial Circuit of Palm Beach County Florida only, and each party irrevocably submits to the jurisdiction and venue of the applicable courts. The laws of the State of Florida govern this Agreement. The prevailing party in any litigation may seek to recover its legal fees and costs. Any breach of confidentiality obligations in this Agreement, or any unauthorized use of the services or a party’s intellectual property by the other, may cause irreparable harm. In no event may this agreement be governed by the United Nations convention on contracts for the international sale of goods.
- 18.Company Rights
EZnet reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify you by posting an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
- 19. Miscellaneous.
This Agreement does not create a partnership, agency relationship, or joint venture between the parties. Any assignment of this Agreement by Customer in whole or in part without EZnet Scheduler’s prior written consent will be null and void, except an assignment to a successor that is not a competitor of EZnet Scheduler’s made in connection with a merger or sale of all or substantially all of Customer’s assets or stock or to an Affiliate. If this Agreement is translated into a language other than English, the translation is for convenience only, and the English language version will govern. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention and the remaining provisions will not be affected. Failure of EZnet Scheduler to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. This Agreement includes any schedules and exhibits attached hereto. Such documents encompass the entire agreement between Customer and EZnet Scheduler with respect to the subject matter hereof and supersede all prior representations, agreements, and understandings, written or oral. This Agreement may only be altered, amended, or modified by duly executed written instrument signed by the parties. All notices to be provided by EZnet Scheduler to Customer under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or US mail to the contact mailing address provided by Customer on any form; or (b) electronic mail to the electronic mail address provided for Customer’s Existing Account owner. Customer must give notice to EZnet Scheduler in writing by Courier or US Mail to the following address: EZnet Services, Inc., Attn: Legal Department, 5405 Okeechobee Blvd, Suite 202, West Palm Beach, FL 33417 USA. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above. Subject to the foregoing, the Agreement shall be binding upon the parties and their respective administrators, successors, and assigns.
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