Terms of Service (“TOS”)
This Terms of Service Agreement (”Agreement”) is effective on the date you effectively accept its terms as recorded in our electronic logs (the ”Effective Date”), is by and between You (the “User”) and EAZY Payments, LLC (hereinafter ”EZY”), a limited liability corporation organized under the law of the Commonwealth of Puerto Rico, , for the procurement of Services (as defined in Section 1 Services below) from EZY in accordance with this Agreement.
All references herein to ”You” or “User” shall refer to You/User, its affiliates and/or End Users that are using the EZY Products and Services (as those terms are defined in Section I. GENERAL TERMS), pursuant hereto.
These Terms of Service may change. The most current version of the Terms of Service shall always be available via EZY Website https://www.eazypayments.com
WHEREAS, EZY is a corporation dedicated to providing a proprietary software platform that enables User to make payments to third parties (User’s “Payees”), print checks digitally signed and/or transfer ACH payments to User Payee’s (hereinafter “Software as a Service” or” SaaS”);
WHEREAS, both parties have agreed to enter into this Agreement for the provision of selected SaaS.
- General Terms.
- EZY Products and Services. EZY Products and Services shall mean all SaaS. SaaS – Software as a Service. The Software used by EZY is known as Eazy Payments. Eazy Payments includes the following services, which User shall select and approve each of the services it desires to access: (i) Sofware as a Service (“Saas”); (ii) Payments.
(i) Eazy Payments is a software programmed and maintained by EZY. Both the software and the User’s data reside at EZY’s servers. User access the software and the data through an Internet encrypted connection to EZY’s servers.
(ii) Payments refers to the processing of payments, either by check or electronically to User’s Payees.
- LICENSE GRANTS. EZY hereby grants User a personal, limited, non-exclusive, non-assignable, non-transferable and non-sublicensable license to access and use the Service, including without limitation the software that enables the Service, together with any updates, bug fixes, help content, and other related materials that EZY provides to User (collectively, the “Software“) in Puerto Rico, any state of the United States of America and US Virgin Islands during the Term of this Agreement and in the manner contemplated by this Agreement. The right to use the EZY’s Products is granted to User for the sole purpose of utilizing the Services described herein. Any license or right to access the EZY Products shall automatically terminate upon termination of this Agreement and/or EZY when ceases to provide User with related Services.
- USE OF EZY PRODUCTS AND SERVICES. EZY’s Products and Services include confidential and proprietary information. User shall use EZY’s Products and Services only for the internal lawful business purposes of User. User shall not provide, directly or indirectly, any of EZY Products or Services, or any portion thereof, to any party other than the User. User shall not provide service bureau or other data processing services that make use of EZY Products or Services, or any part thereof, without the express written consent of EZY. User shall not damage, disable, overburden or materially impair EZY Products or Services.
- RIGHTS USER GRANTS TO EZY
Right to Refuse to Make Payment. User grant EZY and EZY reserves the right to limit or to refuse to make, process or issue any payment initiated or requested through the Service, in EZY’s reasonable discretion, without any liability to User. EZY will use commercially reasonable efforts to provide notice promptly if EZY decide to limit or to refuse to make, process or issue a payment. This notification is not required if the payment is prohibited by law or this Agreement.
Transaction Limits. EZY reserve the right, in sole discretion, the right to impose limits on the amount of money sent through the Service, on a per transaction or a cumulative basis, and to change those limits at any time, without any liability to User. If EZY impose or change such limits, EZY will use commercially reasonable efforts to provide notice to User but will not be required to do so.
Right of Set Off. To the extent permitted by law, User grants EZY the right to apply or set off any money or credit balance in which User have an interest and which is in our possession, custody or control, in satisfaction of any amounts or liabilities that User owe to EZY.
Marketing. To the extent permitted by law, You agree and consent that EZY may list or identify You as a customer of EZY, including through the use of Your brand or logo, for Our marketing or promotional purposes. You may revoke this consent at any time by changing Your account profile settings, or by contacting EZY Customer Support through Our customer support portal.
- Right to Contact You. As permitted by law, Your use of or interaction with the Service provides Your consent to receive informational calls and text messages from EZY at any telephone number provided to Us in connection with Your EZY account. We may place these calls or texts for any purpose consistent with this Agreement or Our Privacy Notice, including to provide multi-factor authentication or a one-time password, notify You regarding Your account, help You with Your EZY account, or resolve a dispute. Standard rates and text charges may apply. You can opt out of receiving calls from EZY at any time by contacting EZY Customer Support through Our customer support portal.
- USING THE SERVICE ON BEHALF OF ANOTHER. If User uses the Service on behalf of another, whether a natural person (an “Individual”) or legal non-natural person or entity (an “Organization”), User represent and warrant that User (1) are duly authorized and empowered by and for that Individual or Organization to agree to these Terms and accept this Agreement on behalf of the Individual or Organization, and (2) do accept this Agreement on behalf of the Individual or Organization; unless the Individual or Organization has a separate paid contract with EZY, in which event the terms of that separate paid contract will control. User also represent and warrant that are duly authorized and empowered to use the Service on behalf of the Individual or Organization.
THIRD PARTY SERVICES PROVIDERS. User grant to EZY, and EZY reserves the right to use third parties to provide or facilitate the Service. The process of all electronic payments would be thru a Third-Party Provider, selected by EZY. User acknowledge and authorized the use of said Third-Party Provider, and irrevocably waive any claim against EZY with respect to the content or operation of any Third-Party Provider services.
- DISCLAIMER OF LIABILITY FOR THIRD-PARTY SERVICES. User are solely responsible for taking the precautions necessary to protect from fraud when using Third-Party Services, and to protect User’s computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third-Party Services. EZY disclaims any and all responsibility or liability for any harm resulting from User use of Third-Party Services, and User irrevocably waive any claim against EZY with respect to the content or operation of any Third-Party Services.
- USER DATA. If User upload, store, share, or otherwise process documents, information, data and other content (“User Data”) or synch User Data from User’s accounting software, if any, to the Service, User consent to EZY access and processing of User Data in accordance with this Agreement, the settings on User’s EZY account, or the features of the Service elected to use. EZY reserves the right to remove or delete User Data from the Service for any reason, including if the User Data violates this Agreement or applicable law, in EZY’s reasonable discretion, without any liability to User. Except as otherwise provided in this Agreement, EZY do not claim ownership of any User Data.
User agree that EZY will have no responsibility or liability with respect to any User Data that User request or choose to have processed, transmitted, disclosed, or stored in connection with the Service, including with respect to any User Data that User request to have deleted from the Service, other than as provided under this Agreement.
- EZY CONTENT. com is a software as a service that provide functions to make payments to third parties (User’s “Payees”), print checks digitally signed and/or transfer ACH payments to User Payee’s. User understands that EZY may include informational content, forms and tools, banner advertisements for EZY and/or third-party products and services, on the User self-administration portion of EZY’s as well as the customer, payee self-service portion of EZY’s website. Links to and from a Site to other third-party sites do not constitute an endorsement by EZY or any of its subsidiaries or affiliates of such third-party sites, an acceptance of responsibility for the content on such sites or any data transfer to such sites
- NO TRANSFER. User shall not, and shall not cause or permit others to assign, loan, sublicense, alter, modify, adapt, reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, all or any portion of the EZY Products or Services, including Internet Services or any access or use thereof. User will not write or modify interfaces or reports to any EZY Products, Services, or Internet Service except as expressly authorized by EZY. USER WILL NOT RECOMPILE, DISASSEMBLE, REVERSE ENGINEER, OR MAKE OR DISTRIBUTE ANY OTHER FORM OF, OR ANY DERIVATIVE WORK FROM, EZY’S EazyPayments.com OR ANY EZY PRODUCT OR SERVICE.
- ACCOUNT AND PASSWORD PROTECTION. User agree to maintain the privacy of User names and passwords associated with EZY Products or Services. User is fully responsible for all activities that occur under User’s or End Users, password or Internet account. User agrees to: (i) immediately notify EZY of any unauthorized use of User’s password or Internet account or any other breach of security; (ii) immediately notify to EZY, in writing, if any End User account must be cancelled or inactivated and request written confirmation when maintenance is completed; and (iii) ensure that User exits (”log off”) from User’s Internet account at the end of each session. EZY shall not be liable for any damages incurred by User or any third party arising from User’s failure to comply with this section.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL EZY BE LIABLE TO USER, USER’S ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT EZY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. EZY WILL NOT BE LIABLE FOR ATTORNEYS’ FEES, EXCEPT AS REQUIRED BY LAW.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL EZY’S AGGREGATE LIABILITY TO USER, USER’S ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE EXCEED THE TOTAL FEES PAID BY YOU OR YOUR ORGANIZATION OR INDIVIDUAL TO EZY IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT(S) THAT GAVE RISE TO SUCH LIABILITY, OR ONE HUNDRED USD ($100.00), WHICHEVER IS GREATER, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.
- INDEMINITY. User agrees to defend, indemnify and hold EZY harmless from and against any and all claims, losses, liability costs and expenses including, but not limited to, attorneys’ fees arising from its violation of this Agreement, state or federal laws or regulations, or any third party’s rights including, but not limited to, infringement or violation of any copyright, or any proprietary right and/or invasion of any privacy rights.
- ACCURACY OF USER INFORMATION. All Services provided hereunder will be based upon information provided to EZY by User (including but not limited to proof of federal, state, and local tax identification numbers). Upon receipt from EZY, whether electronically or otherwise, and within a term of 5 working days, User shall review all disbursement records and other reports prepared by EZY for validity and accuracy according to User’s records and shall report, in writing, any discrepancies (in any case before distributing any payee payments or relying on any such disbursement records or reports). To help prevent payee fraud, User shall designate someone other than its designated payee contact to review its disbursement reports. A prompt and thorough review allows User to identify and correct errors and inconsistencies. EZY will not be responsible for the accuracy, correctness or propriety of the documents or information provided by User. User shall be responsible for reviewing the accuracy, correctness and propriety of the documents and information that EZY processes and posts. If EZY receives any instructions authorized by User and the instructions are erroneous in any way or form, EZY shall have no obligations or liability for such error. In addition, EZY will not be responsible for any missing information or lost documents. Information or instructions not posted or processed and received by EZY’s software will not be the responsibility of EZY and EZY does not represent it will process or post said information if the same was not provided in accordance with this Agreement, the Addendums and the instructions presented to User.
- COMPLIANCE WITH LAWS. User and not EZY, shall be solely responsible for: (i) compliance with all laws and governmental regulations affecting its business, and (ii) any use User may make of the EZY Products and/or Services, including any reports and worksheets produced in connection therewith, to assist it in complying with such laws and governmental regulations. User will NOT rely solely on its use of the EZY Products and/or Services in complying with any laws and governmental regulations. User will be responsible for complying with all requirements of applicable law or regulation, that affect its business generally or regarding security breaches and suspected security breaches involving personal information that is stored on the computer systems. Electronic Payment Services are subject to the operating rules of the National Automated Clearing House Association (”NACHA”). EZY and User each agree to comply with the NACHA rules applicable with respect to Electronic Payment Services.
- EZY IS NOT A CERTIFIED PUBLIC ACCOUNTING OR LEGAL FIRM. EZY DOES NOT WARRANT THE PROVISION OF ANY LEGAL OR CERTIFIED ACCOUNTING ADVICE. User acknowledges and agrees that EZY will not be deemed to be providing legal, financial, benefits, or tax advice to User as a result of the EZY Products or Services provided herein. Any consulting provided by EZY is considered guidance to User. Under the EZY Products or Services, any decisions and actions taken by User are the ultimate responsibility of User and EZY does not represent any guarantee or responsibility for the same.
- FEES, PAYMENTS AND TAXES.
Fees. User shall pay EZY for the EZY Products and Services at the rates specified in the Service Rates published at EZY’s web site, for the term set forth therein or, if applicable, the executed Proposal. User shall pay EZY for the EZY Products and Services additionally requested by User after the Effective Date of this Agreement at EZY’s then prevailing rates for such EZY Products and Services. EZY may increase rates for the EZY Products and Services at any time upon at least thirty (30) days prior written notice to User, if such change is part of a general price change by EZY.
Payments Terms. EZY will electronically debit on or before the 5th of each month a Minimum Monthly Fee to be set and/or agreed upon in the Price Agreement or the executed Proposal. During the first week following each month of service, EZY will issue a detailed invoice, if additional transactions or services were rendered. Invoice will be delivered electronically by e-mail and shall be electronically collected on or before the 20th of that month. User shall reimburse EZY for any expenses incurred, including interest and reasonable attorney fees, in collecting amounts due to EZY hereunder that are not under good faith dispute by User. THE MINIMUM MONTHLY FEE IS NON-REFUNDABLE.
Taxes. User shall be responsible for payment of all taxes (excluding those on EZY’s net income) relating to the provision of EZY Products and Services.
- INTELLECTUAL PROPERTY. Ownership and Proprietary Rights. All EZY Products and Services, including but not limited to: (i) service codes and documentation, (ii) manuals or User information, (iii) the design and format of the input and output screens, (iv) graphical User interface, and printable form, reports and other hard copy output incorporated in or generated by EZY, (v) and all additions, enhancements, revisions, updates, customizations or other modifications to the Products and Services or any part thereof are owned and control by EZY licensed to User hereunder are the licensed and/or owned property of, and embody the proprietary trade secret technology of EZY and/or its licensor(s) and are protected by copyright laws, international copyright treaties, as well as other intellectual property laws, that among other things, prohibit the unauthorized use and copying of any EZY Products and Services. User receives no rights to any EZY Products and Services or any intellectual property of EZY or its licensors, except as expressly stated herein, and nothing in this Agreement shall transfer any ownership rights to User or End User.
- NON-DISCLOSURE. User agrees to protect and hold and to cause all End Users to protect and hold all Confidential Information in strict confidence and to take all reasonable steps necessary to protect the Confidential Information from unauthorized and/or inadvertent disclosure. All Confidential Information (as defined below) disclosed hereunder will remain the exclusive and confidential property of the disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing party as it uses with respect to its own confidential information, but in no case less than reasonable care. The receiving party will limit access to Confidential Information to its affiliates, employees and authorized representatives in a need to know basis and will instruct them to keep such information confidential. Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the disclosing party: (i) to the extent necessary to comply with any law, rule, regulation or ruling applicable to it; (ii) as appropriate and with prior notice where practicable, to respond to any summons or subpoena or in connection with any litigation, and (iii) relating to a specific employee, to the extent such employee has consented to its release. Upon the request of the disclosing party, the receiving party will return or destroy all Confidential Information of the disclosing party that is in its possession. Notwithstanding the foregoing, EZY may retain information for regulatory purposes or in back-up files, provided that EZY’s confidentiality obligations hereunder continue to apply. For purposes of this Section, ”Confidential Information” shall mean: all information of a confidential or proprietary nature, including pricing and pricing related information and all personally identifiable payroll and employee-level data, provided by the disclosing party to the receiving party for use in connection with EZY Products or Services, or both. It will not include: (i) information that is already known by the receiving party; (ii) information that becomes generally available to the public other than as a result of disclosure by the receiving party in violation of this Agreement; and (iii) information that becomes known to the receiving party from a source other than the disclosing party on a non-confidential basis. The obligations of EZY set forth in this Section 5 shall not apply to any suggestions and feedback for product or service improvement, correction, or modification provided by User in connection with any present or future EZY product or service, and, accordingly, neither EZY nor any of its Users or business partners shall have any obligation or liability to User with respect to any use or disclosure of such information. User and End Users will not export, re-export, divert, transfer or disclose, directly or indirectly, the Software or any related technical information, documents or materials, or any direct product thereof, to any person without the prior written approval of EZY. The obligations of this Section will survive the termination of this Agreement.
- TERM AND TERMINATION. The term of this Agreement shall be for one month. This agreement will be automatically renewed for a month at the 1st day of each month.
Account Termination. EZY reserves the right to suspend or terminate User account or User’s access to the Service at any time, for any reason (including for a violation of this Agreement, the failure to pay applicable Service Fees, or inactivity), in EZY’s reasonable discretion, without any liability to User. If EZY suspend or terminate User’s account or access to the Service, EZY will use commercially reasonable efforts to provide notice to User but will not be required to do so.
- DEACTIVATING A USER OR CANCELLING YOUR EZY ACCOUNT.
USER Right to Cancel. User may request to deactivate a User or cancel EZY’s account at any time by submitting a request through User’s account or through EZY’s Customer support portal. EZY reserves the right to require up to 60 days’ prior notice of cancellation or User deactivation.
Effective Date of Cancellation: Subscription Accounts. This section applies is the account is an account (“Subscription Account”) with monthly subscription Service Fees. When User request to deactivate a User, the User deactivation will be effective on the last billing day of the then-current billing cycle for the Subscription account. When User request to cancel a Subscription account, the cancellation will be effective on the last day of the then-current billing cycle User’s Subscription account, if there are no pending payments on the EZY account or if all pending payments will be posted and completed before the end of that billing cycle. If there are pending payments that will not be posted and completed by the last day of the billing cycle in which User request to cancel the Subscription account, the account cancellation will be effective on the last day of the next billing cycle. EZY reserves the right to void any payments that have not been processed and paid on or before the effective date of account cancellation, without any liability to User. User will be responsible for all Service Fees that accrue up to the effective date of cancellation.
Effective Date of Cancellation: Non-Subscription Accounts. If User do not have a Subscription Account with EZY, User request to deactivate a User or to cancel EZY account will be effective on the date the request is processed or the date on which the last requested payment is posted and completed, whichever is later. User will be responsible for all Service Fees that accrue up to the effective date of cancellation.
- GOVERNING LAW; CHOICE OF FORUM. This Agreement and all matters arising out of or relating to this Agreement, including any disputes between User and EZY, will be governed by the laws of the Commonwealth of Puerto Rico, without regard to its conflicts of law provisions. To the extent that any dispute or action relating to this Agreement is permitted to be brought in a court of law, User agree to submit to the exclusive jurisdiction of and agree that venue is proper will be brought exclusively in the state court located in San Juan, Puerto Rico.
Headings. The headings in this Agreement are for convenience only and have no legal effect.
Force Majeure. EZY will not be liable for any delay or failure to perform any obligation related to the Service if the delay or failure is due to unforeseen events that are beyond EZY’s reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic, pandemic, or governmental action.
Waiver. The waiver of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Except as otherwise stated in this Agreement, the exercise of any remedy under this Agreement will be without prejudice to other remedies available under this Agreement or otherwise.
Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.
No Agency. Nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between User and EZY.
Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of User and EZY, and is not intended to benefit any third party, except as otherwise stated.
Entire Agreement. This Agreement constitutes the complete and exclusive agreement between User and EZY concerning the Service and supersedes all other agreements or understandings, written or oral, about the Service.