Merchant Services Agreement, a division of Unified Systems, Inc., a Florida corporation (the “company”) hereby grants the undersigned (“Merchant") with a limited revocable license (“license”) for the use an Online Ordering System (“System”) which provides the following services:

(The above services shall hereafter be collectively referred to as the “service”.) Upon successful completion of the registration process, the System is hosted in a dedicated area on the internet at (“EzWebOrders site”), a site owned by the company. By having an online store powered by the System, accessing or otherwise using the service, you agree to be bound by this Merchant Services Agreement (“MSA” or “agreement”).

Subscription Privileges

Subscription privileges are granted by the company to merchants exclusively. No employee, independent contractor, agent, or affiliate of a competing online ordering service is permitted to access any of the Password Protected Areas of the EzWebOrders site without express written permission from the company. Subscription rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone other than the registered merchant without the express written permission of the company. The company requires that each registered user maintain a valid email address and a password, which shall be utilized for logging on to the company service. Merchants are not permitted to share their individual logon information with others. The company has the right to refuse service to any merchant that refuses to abide by the terms and conditions herein or abuses their rights related to the service. Merchant also agrees to be bound by the Terms of Service and Privacy Policy, as posted at and, respectively. Merchants must uphold and abide by all other policies that may be posted at the website, specifically, privacy and security policies established to help protect users and the System's integrity. The company may modify these as well as other policies at any time without prior notification to you.

Email and Notifications

The company utilizes email as a vital and primary communication channel with merchants. As a registered user, you hereby acknowledge and grant the company the permission to communicate with merchant via email (as well as other communication channel such as phone and fax) for any purposes the company determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages. The company will use its best efforts to honor merchants’ request to opt out of marketing messages, but under no circumstances shall the company incur any liability for sending any email to its registered users/merchants. Merchants may notify company of service changes by emailing the company at

Submission and Administration of Content

The service provides a control panel to the merchant enabling them to upload content and the providing ability to manage certain other aspects of the Merchant Area. Merchant agrees not to upload any content photographs, financial, contact or other information unless the Merchant has received all necessary rights and authorizations, including from the photographer and/or copyright owner of any photographs or other media, to publish and advertise the Product on the Merchant's part of the EzWebOrders site or on the main EzWebOrders site. Specifically, Merchant will not submit media if Merchant received the media from a third party information provider under the terms of a license that does not allow posting of such media on the EzWebOrders site. The company may, in its sole discretion but without any obligation to search for such, remove material posted by the Merchant that are alleged to have been submitted in violation of this provision. In addition, the company may require additional evidence of compliance with this provision from Merchants who are alleged to have submitted Products or other information in violation of this Agreement.

The company will, at its sole discretion, terminate the accounts of, and refuse service to, any Merchant who repeatedly or knowingly violates this Agreement. Additionally, the Merchant agrees to allow the Product listing, or any part of it, to be searched, displayed, accessed, downloaded, copied, and otherwise referred to by users of the Merchant's web space or the company website. The company shall have the sole authority to choose the manner in which any Product Listing will be searched, displayed, accessed, downloaded, copied, and otherwise used on the company website and company shall have the right to modify the product listing in the exercise of its rights under this Agreement. The Merchant (a) represents and warrants that all Products and associated information provided by the Merchant will be accurate; (b) agrees that the Merchant will not permit the posting of a product on the company system under a name other than the named Merchant; (c) agrees to administer the Product Listing provided by the Merchant and maintain their accuracy at all times. The company reserves, in a manner consistent with reasonable commercial business practices, the right to remove all or any part of the Products posted on the Merchant's webspace or on the company website. The company accepts no responsibility for checking the accuracy of reports or data files submitted by the Merchant. While the company shall take all reasonable efforts for data backup and business resumption, the Merchant will be solely responsible for retaining back-up copies of all information, media and other materials it provides to the company.

The company may include a link to other pages it operates in order to provide benefits or information to users of the system. You acknowledge that such links may take the user outside of your store.

Usage Restrictions

Unsolicited Commercial Email (Spam)

Merchants may not use the service or information obtained through the use of the service to generate or otherwise send content that would violate these Terms and Conditions. The company has the right to revoke the privileges of any merchant or user that breaches these terms. You agree to provide users of your System a means to opt out of receiving any emails not directly related to the ordering and delivery of your products to them.

Content License

When you upload content through the use of the service, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, right to exercise the copyright, publicity, and database rights you have in the content placed within the ezweborders domain or originating referring site; in any media known now or in the future. (These rights are required to host and display your content). We may also use this content on other sites for marketing or advertising purposes.

Cause for Service License Suspension, Revocation or Termination

Any of the reasons that follow in this paragraph will cause us to suspend or revoke your license to use the service: Not abiding to the Terms of Use, as currently posted on the website. Failure to provide and maintain a fax line and attached fax machine in good working order. Repeated failures to fulfill orders in a timely manner without due cause. Excessive user complaints. Failure to pay for the service in a timely manner. Failure to comply with this agreement, in whole or in part. You may cancel the service at any time in accordance with the terms defined in the paragraph titled “Cancellation of Service” below.


If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Payment Terms

Merchant agrees to pay for all products ordered through the company site or via the company sales team using the payment method indicated, and provides the company express authorization to charge said fees to their payment provider. Fees owed depend on the specific type and quantity of the company products, services, information, or deliverables (collectively "Deliverables") ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Merchant. If payment is not current, the company may immediately cease to provide any and all Deliverables to the merchant. The fees paid for monthly subscriptions are non-refundable, regardless of whether the subscription is terminated prior to the end of the then-current service or billing period. Prepaid fees will be refunded based on the number of months remaining on the contract period, beginning with the month following receipt of written cancellation, but may be subject to adjustment according to current monthly product pricing and subject to adjustment for any incentives or discounts provided for said prepayment. No partial month refunds will be provided.

Service fees are payable monthly. The hosting and maintenance fee is payable one month prior to the month service is used or provided. Transaction fees are billed at the end of the month of usage. Monthly hosting and maintenance fees are not refundable and there is no partial month credit.

Subscription fees and fees for Deliverables may be changed at any time at the company’s sole discretion. You will be notified via email at least 30 days in advance prior to any price increase being effective. Current fees are listed on the Ezweborders site at

Subscriptions will automatically renew at the current rates, unless Merchant contacts the company to cancel at least ten (5) days prior to the renewal date and indicates their intent to cancel its subscription. Cancellation notice must be sent by email message to All cancellation requests will be processed within five (5) business days, and Merchant will receive a cancellation confirmation email message to the email address on record for the account. The company reserves the right to change its fees or billing methods at any time. The company will provide timely notice to the affected Merchants of any such changes. It is the Merchant's responsibility to promptly provide the company with any contact or billing information changes or updates (including phone number, email address, credit card numbers, etc.). Also see the section above entitled “Email and Notifications”.
Account updates may be made online by logging into your Control Pane and clicking on the “My Account” tab.
It is of the essence that payments be received timely or service is subject to immediate suspension. Repeated lateness in making payments will cause the account to be terminated. Reactivation of an account may be subject to additional fees.

Ownership and License Grant

The company retains all rights (including intellectual product rights), title and interest in the EzWebOrders site, and any related proprietary content, service or material made available to the licensee, including all underlying technology and data including any enhancements and improvements thereto as a result of providing the Deliverables hereunder. Merchant will not allow others to: reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of the company's technology or delete or alter author attributes or copyright notices. Merchant shall use the service solely for their own use and shall not allow others to use the service under or through that Merchant's login ID/email and password. The license shall be void and this agreement shall be deemed terminated if the merchant does not abide by the foregoing.

Modifications to this Agreement

The company may modify this agreement from time to time. Prior to these modifications taking effect, you will be notified of such changes. Notifications sent to the email address on record will be deemed as duly delivered, even if such email address is no longer valid. It is your sole responsibility to maintain a correct email address on record with us. If you do not agree with the modified terms, you must stop using the service and we will terminate your license to use the service. By continuing the use of the service, you indicate you agree with the MSA as may be modified from time to time.

Limitation of Liability and Indemnification

You will not hold the company responsible for users’ actions or inactions, including things they post. We have no control over and do not guarantee the quality, safety or legality of items advertised, the truth or accuracy of listings, the ability of merchants to sell items, the ability of users to pay for items. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR INTERRUPTION OF BUSINESS) ARISING OUT OF THIS AGREEMENT. Merchant's exclusive remedy and the company's entire liability under this Agreement shall be a refund to Merchant of pro-rated monthly fees paid to the company for the period in which such loss or damage actually took place, and in no event will the company's liability for any reason exceed such fee. The company (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Merchant's use of the Deliverables, and Merchant shall indemnify the company (and the company's officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys' fees) as a result of a claim by any person other than Merchant arising from Merchant's use or application of the Services or the Deliverables. Further, we cannot guarantee continuous or secure access to our services, and operation of the EzWebOrders site may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of our Site. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total subscription fees you paid to us in the 3 months prior to the action giving rise to the liability, and (b) $100.

Cancellation of Service:

Merchant may cancel the use of service at any time by notifying company. Company will act promptly, but may take up to 5 business days after receipt of cancellation request in order to completely fulfill cancellation request. There is no reimbursement of subscription fees for a partial month’s usage. All transaction fees are due and payable immediately upon requesting Cancellation of Service.

Warranty Disclaimers


Links to Third Party websites

Areas of the EzWebOrders site may contain hyperlinks to other websites operated by parties other than the company, and its subsidiaries which are beyond the company’s control. Parties other than the company may provide services or sell product lines on this website that take you outside of our service. This includes links from advertisers, sponsors, and content partners that may use the company’s logo(s) as part of a co-branding relationship. For example, if you click on an advertisement the click may take you off the company website. The company does not control, is not responsible for examining or evaluating, and does not warrant the offerings of, any of these businesses or individuals or the content of their websites. The company does not assume any liability for the actions, product, and content of all of these and any other third parties. The company makes no representations and cannot be held responsible for the accuracy, relevancy, copyright compliance, legality, or decency of material on such third party websites. When you click on a link that leaves the company website, the website you will land on is not controlled by the company and different terms of use and privacy statements may apply. The company also does not assume, and expressly disclaims, all liability for any viruses, worms, Trojan horses, defects, or other malfunctions caused by, resulting from, existing within, or in connection with such third party websites and any links thereto.


The Deliverables provided by the company shall be governed by the laws of the State of Florida, without reference to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the State and Federal courts of Orange County, Florida. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sublicensed or otherwise transferred by Merchant without the prior written consent of the company, which retains the right to withhold consent at its sole discretion. The terms and conditions of this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understanding, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement. All legal notices to company must be in writing and must be sent to the company via registered mail, certified mail, or overnight mail with a return receipt requested to the company's address as listed on your last invoice or statement.

Last updated: January 1, 2010