Ezybonds Global Payments

Definitions

The following meanings apply to all agreements with Ezybonds unless otherwise stated:

Acceptance	means the electronic acceptance of the relevant agreement by pressing either the “I ACCEPT” or “I CONFIRM” button on the Ezybonds Site.
Acceptance Date	means the date of acceptance by all Parties pursuant to the Splits Schedule.
Accredited Corporate Member	means a Member registered by Ezybonds as an Accredited Corporate Member.
Agreement	means the applicable agreement, including all appendices, as amended from time to time.
Authorized Banks	means any bank, financial institution, payment processor or third party engaged by Ezybonds:
Bank Transfer	means a domestic or international bank, credit, wire, and giro transfer made by a Member.
Bonus Tariffs	means any additional fees added to the Tariffs as recommended by the Accredited Corporate Member and charged by Ezybonds in its absolute discretion to a Member for using the Ezybonds Services.
Card Number	means the identification number appearing on the face of a credit card or debit card.
Card Payment	means the use by a Member of a Card Number to make a domestic or international credit, debit, smart, cash, or charge card payment.
Cash Advance	means a Deposit made by credit card directly into Your Ezyaccount.
Cash Payment	means the use by a Member of a bar code, pre-paid phone voucher or other such instrument to make cash payments.
Certified Member	means a Member registered by Ezybonds as a Certified Member.
Certified Members’ EzyAccount	means the Ezyaccount in the name of the Certified Member.
Cheque	means a business, personal, bank or euro cheque made payable by a Member.
Commissions	means the commissions paid by Ezybonds from time to time including but not limited to: (i) the Debit Card Fee Schedule and/or (ii) the External Documents and/or (iii) the sum of Tier One Commissions, Tier Two Commissions and Bonus Tariffs less any Marketing Expenses.
Commission Period	means the period commencing when a Visitor becomes a Tagged Member.
"Custodians"	means any persons or legal entities contracted by Us or Our Related Entities to provide Escrowed Services.
Debit Card Fee Schedule	means the schedule on the Ezybonds Site entitled ‘Debit Card Fee Schedule’ completed and accepted by the Parties to the relevant agreement.
Deposit	means the amount referred to in the Splits Schedule as the Deposit.
Deposits	means any payments made by Our Payment Processors from Your credit card, debit card, bank account, stored value card or currency to Our Custodians.
Direct Debit	means a domestic or international bank transfer processed by Ezybonds at the request of a Member.
Electronic Instructions	means Your electronic authorization to process Your Transactions.
Email Transfer	means an email transfer made by a Member.
Escrowed Services	means the financial services provided by Our Custodians to administer Your Transactions and to manage Your Ezyaccount Balance.
External Documents	means all documentation and information shown on the Ezybonds Site, which may be amended from time to time.
Ezyaccount	means the on-line transactional data entry software program integrated with the Operating Programs developed and owned by Ezybonds Inc
EzyAccount Balance	means the net amount of cleared Transactions available in Your Ezyaccount.
Ezyaffiliate	means a Member linked by Ezybonds to another Member for the purposes of tracking Member referrals.
Ezybond Dividend Rights	means the free dividends allocated to You by the Ezybonds Operating Program.
Ezybonds	means Ezybonds Inc of Level 2, BCI House, Rarotonga, Cook Islands.
Ezybonds Services	means all of the technology, products, and services heretofore or hereafter developed by or for Ezybonds, or heretofore or hereafter acquired by Ezybonds, for: (i) the Ezybonds Site or equivalent under any other name and/or (ii) other products or services developed and/or marketed by Ezybonds. Ezybonds Services includes, without limitation, maintenance releases, upgrade releases, e-commerce solutions, debit cards, POS terminals, SMS text, data protection, interfaces and protocols for interoperability with the Ezybonds Site, including those between Ezybonds and Visitor’s products, and any and all software, technology, know-how, algorithms, procedures, techniques, solutions, and work-arounds associated with the use, design, development, testing and distribution of the foregoing, including all enhancements, upgrades and refinements thereto, whether now known or hereafter devised services offered in any medium by Ezybonds.
Ezybonds Shares	means redeemable, convertible, non-cumulative "A" class preference shares that are never offered for sale or subscription.
Ezybonds Site	means any one or more of the web sites www.ezybonds.com, www.ezymerchants.com, www.ezycashcards.com and related links owned and operated by Ezybonds.
Ezyvalidation	means the process by which Your Transactions are validated as and when required by Us.
Force Majeure	means that neither Party will be responsible for loss or damage suffered by the other Party as a result of the first Party’s failure to perform its obligations under this Agreement due to any events beyond the first Party’s control which events include for Ezybonds, but not be limited to: war, riots, fire and calamities, interruption of business operations, strike, lock-out, government actions, Authorized Banks or other third parties failing to fulfil their obligations, or circumstances on the part of Ezybonds, such as lack of labour, strike and lock-out, accidents operations and break down of computer software or hardware, irrespective of whether such circumstances were foreseeable or not.
Goods	means all of the goods offered for sale in any medium on a Members’ Site.
Intellectual Property	means all the intellectual property of Ezybonds used or associated with the Ezybonds Services.
Jurisdiction	means the Cook Islands.
Marketing Expenses	means any monies paid by Ezybonds [or associated entities] to a Member for promotional, marketing and branding of the Ezybonds Services.
Member	means any Visitor who is authorized by Ezybonds to use the Ezybonds Services.
Members Data	means information relevant to a specific Member.
Membership Fees	means the fees [either in whole or part thereof] charged by Ezybonds to a Member for membership levels as outlined in the Terms and Conditions from time to time.
Members Site	means the web site owned and operated by a Member.
Operating Programs	means the Ezybonds, Ezymerchant, Ezyaffiliate and Debit Card software programs.
Parties	means the Parties to the Agreement.
Party	means either Party to the Agreement.
Payment Processors	means any persons or legal entities contracted by Us or Our Related Entities to process Your Electronic Instructions.
Payments	means the electronic processing and recording of all data by Ezybonds and or its Authorized Banks including but not limited to Sales Price, Valid Tariffs, Bonus Tariffs, Commissions and Rebates using the Ezybonds Services.
Prospective Visitors List	means a list of Visitors approved by Ezybonds in its absolute as being prospective Certified Members.
Protected Members	means any Visitors exclusively linked to a particular Accredited Corporate Member during the Referral Period.
Protected Members’ List	means a list of Protected Members approved by Ezybonds in its absolute discretion as being prospective Certified Members.
Protected Territories List	means a list of Territories exclusively linked to a particular Accredited Corporate Member.
Rebates	means a refund paid by Ezybonds at the direction of the Accredited Corporate Member in its absolute discretion to a Member and calculated as a percentage of the Commissions.
Recipient	means any persons or other entities to whom Transfers are made.
Referral Period	means a period of 60 days commencing when a Protected Member is listed on the Protected Members List.
Referral Tools	means any material in any medium supplied by Ezybonds for use by the Accredited Corporate Member or a Certified Member in promoting the Ezybonds Services or linking to the Members Site.
Registration Details	means information provided by You to Us when opening an Ezyaccount.
Reports	means the reports automatically prepared by Ezybonds on the Ezybonds Site for the purposes of providing the Accredited Corporate Member statistics relating to Commissions and Tagged Members.
Reseller Member	means a Visitor registered by Ezybonds as a Reseller Member.
Sales Price	means the amount paid by a Member for any Goods, Services or Ezybonds Services.
SMS Text Transfer	means an SMS text message transfer made by a Member.
Services	means all of the services offered for sale in any medium on a Members Site.
Set Fees	means the fees identified in the Debit Card Fee Schedule as “Set Fees”.
Software	means all or part of the software, which is or which supports the Ezybonds Services.
Splits Schedule	means the schedule on the Ezybonds Site entitled ‘Tariff & Allocations Schedule’ completed and accepted by the Parties to the relevant agreement.
Subsidiaries	means any subsidiaries of Ezybonds that exist from time to time including but not limited to Ezybonds [USA] LLC, Ezybonds [HK] Limited, Ezybonds [EU] Limited, Ezybonds [Aust] Pty Ltd, Ezybonds [Sg] Pte Ltd, Ezybonds [Pacific] L.P. and EzyFund Managers LLC.
Tagged Member	means when a Member is linked by Ezybonds to a Certified Member and or a Reseller Member for the purposes of calculating the Commissions.
Tariffs	means the fees charged by Ezybonds in its absolute discretion to a Certified Member for using the Ezybonds Services.
Territories	means any country, region, state, continent or other defined land.
Tier One Commissions	means the commission set out in the Splits Schedule calculated as a percentage of the Valid Tariffs.
Tier Two Commissions	means the commission set out in the Splits Schedule calculated as a percentage of the Valid Tariffs.
Trade Marks	means the registered or unregistered trade marks, service marks and trade names owned by or licensed to Ezybonds, as they may be amended from time to time.
Transactions	means any Deposits, Withdrawals or Transfers electronically recorded in Your Ezyaccount.
Transfers	means any payments made by Our Payment Processors to or from Your Ezyaccount.
User Access Agreement	means the terms and conditions posted on the Ezybonds Site for the purposes of outlining the legal basis upon which a Visitor becomes a Member and maintains access to the Ezybonds Services.
Valid Tariffs	means those Tariffs [either in whole or part if applicable] selected by Ezybonds in its absolute discretion for the purposes of calculating the Commissions.
Visitor	means any legal entity or natural person who is interested in the Ezybonds Services and or visits the Ezybonds Site.
Withdrawals	means any payments made by Our Payment Processors to Your credit card, debit card, bank account, stored value card or currency from Our Custodians.
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