Member Agreement

Welcome to the Shop Shield® service (Shop Shield® or the “Service”) operated by Kemesa, LLC (“Kemesa”). Shop Shield® is a secure service that provides a means by which you can protect your personal identity and financial information online when making payments and purchases or when accessing password-protected websites.

Kemesa is not a bank. A bank under agreement with us (currently Dollar Bank) is responsible for the issuance of the virtual card (Virtual Account Number or VAN) that will be honored for payment wherever major credit cards are accepted. Kemesa assigns these VANs to anonymous billing and anonymous identity information and then associates the collection of anonymous data to specific members’ transactions at specific web sites.

Kemesa provides Shop Shield® subject to your agreement to this Member Agreement (the “Agreement”) and to the terms of Virtual Account Number agreement between you and Dollar Bank, which governs the issuance of the VAN card on your behalf and which can be found here. Please read these Agreements carefully. Your use of Shop Shield® constitutes your acceptance of both this Agreement and the VAN Agreement with Dollar Bank.

References herein to “you” or “your” mean you, the user, and anyone you knowingly allow to use your account. References to “we,” “our,” or “us” mean Kemesa, the provider of Shop Shield®. If at any time you do not accept the terms and conditions of this Agreement or the VAN Agreement with Dollar Bank, you must discontinue use of Shop Shield®.

Except as noted herein, Shop Shield® is designed to work anywhere that major credit cards are accepted and on most, but not all, Internet shopping, event ticket and travel sites. However, please note that Shop Shield® is not ideal for every shopping situation. For example, we discourage using Shop Shield for purchasing event tickets that you desire to leave at “will call” if you are required to present your credit card when picking up tickets.

In addition, Shop Shield® may be used to make payments securely at bill payment sites that accept credit cards as a form of payment such as Internet and telephone services, insurance companies and utilities. Shop Shield® can also be used at non-shopping sites that ask you to register and provide an email address as well as other personal identification. It is up to you to choose at what online locations to use Shop Shield®. While we assure that you can transact safely and securely using Shop Shield®, and our customer service department is there to assist you, we do not take responsibility for any goods or services that you purchase, or for any action or inaction of a merchant with which you choose to do business.

Your Account

You must open an account to use our Shop Shield® service, which you do by completing the online registration form. During registration, we will ask you to choose a User name, Password and answers to several challenge questions. For your own protection, it is important that you maintain the confidentiality of your password, answers to challenge questions, and other account information. You should contact customer service if the confidentiality of these items is compromised in any way.

When you first register for Membership, you will be asked to provide a credit card with an active credit line, and the billing address and related information associated with that credit card. You will have the option of enrolling as many major credit cards (Visa, Master Card, American Express or Discover) as you want. Shop Shield® will also accept most types of debit cards issued by Visa, Master Card, American Express or Discover. However, Shop Shield® cannot accept any card requiring PIN entry or any other requirement that would preclude Internet use compatibility. Finally, we will also accept payment from any checking or savings account that has a standard bank routing number and account number. Once enrolled, you may add additional credit cards, debit cards or bank accounts at any time at the Shop Shield® Member website.

By applying for an account, you consent to allowing us to check your identity as well as to make any inquiries we consider necessary to validate your Membership registration. This is not a credit check and will not be recorded as such in credit reports. We reserve the right to reject your Membership application for any reason. We also reserve the right to set a limit on the value of any transaction, or group of transactions, when you use Shop Shield®.

We will send to you a confirmation of your Membership by U.S. Mail at the address you provide during the application.

You are responsible for all transactions by you or persons authorized by you using your Shop Shield® account. Your failure to meet the financial obligations incurred by your account while using the Shop Shield® service may be grounds for us to immediately terminate your Membership.

Virtual Account Numbers

Each time you use Shop Shield to make a purchase or payment you will be issued a Virtual Account Number (“VAN”), which will be provided and issued to you by Dollar Bank pursuant to an agreement with us. Your use of the VAN also constitutes your agreement to the terms of Dollar Bank’s VAN Agreement with you, which can be found here. Your VAN accesses a special account that has been opened to store the funds associated with your payment. Each VAN is linked to the payment method you select. Your VAN is a prepaid card and offers all of the payment capabilities of a credit card you may use for online payments.

You agree that whenever you choose to make a purchase or payment using Shop Shield®, you thereby authorize us to draw, debit, or take credit from the account that you have designated. If you designate a checking or debit account with insufficient funds to pay for a purchase made using Shop Shield®, you agree to allow Kemesa to draw those funds from the credit card you provided at Registration or, if necessary, any other credit card, debit card or bank account enrolled in your account. You also agree that we may, at the same time, debit the insufficient funds charge we will incur.

When a Shop Shield® purchase appears on your bank account or card statement it will the exact purchase amount, when the transaction occurred, and that the payment was made using Shop Shield. If you use a bank account as your method of payment the merchant to whom the payment was made will also be identified. If you choose a credit or debit card as your method of payment the merchant may not be identified on your statement. However, the merchant’s identity and other details of each payment made using Shop Shield will be always be provided on the Shop Shield® website (www.shopshield.net). You need only login, click on the ACTIVITY tab, and SEARCH by date to locate the purchase.

Except for reusable and travel cards, VANs expire immediately upon completion of transactions and/or the merchant’s release of all goods and services associated with a purchase. Reusable cards expire 12 months from date of issue and travel cards on the completion date of your trip.

If you have recurring payments with your VAN, you can stop any of these payments by calling Shop Shield® Customer Service at 1-888-997-4435, provided that Kemesa receives your request at least three (3) business days before the payment is scheduled to be made. Kemesa may require you to confirm your request by email before your request takes effect.

Transaction Value Limitations Using Shop Shield®

When you use your VAN, the amount of the transaction will be debited from the payment method (credit card, debit card or bank account) you designated for that purchase.

When you charge a transaction using Shop Shield® to a credit or debit card, the dollar limit of the transaction is determined by the available balance on that card. As a fraud precaution, however, no single transaction using Shop Shield® may exceed $5,000 without prior approval by Kemesa. When using Shop Shield® to charge transactions to a checking account, the initial limit on that transaction will be $400. In addition, you may not have more than three uncleared bank-account transactions outstanding at a time. Limit increases will be considered based on creditworthiness.

Available Only To Users In The United States

Shop Shield® is governed by and operated in accordance with the laws of United States of America and is intended for enjoyment of residents of the United States. You may initiate transactions using Shop Shield® only from within the United States of America or its Territories.

However, you may use your VAN for retail purchases from foreign merchants (websites hosted by an entity outside of the United States), but only if you initiate the purchase from within the United States. Transactions made in a foreign currency (other than U.S. Dollars) will be converted into U.S. Dollars under the applicable rules of Visa® USA Inc. The exchange rate in effect when the charge is processed may differ from the rate in effect on the date of the transaction or posting to your VAN. Generally speaking, your foreign currency transaction will be converted to U.S. Dollars by multiplying the amount of the foreign currency times:

(i) a rate selected from the range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate the processor itself receives, or

(ii) the government-mandated rate in effect for the applicable central processing date. Kemesa will charge any additional foreign fees that may apply to your transaction.

We make no representation that this website is governed by or operated in accordance with the laws of other nations. By using this website and submitting any personal information, visitors from outside of the United States acknowledge that this site is subject to U.S. law, consent to the transfer of personal data to the United States, and waive any claims that may arise under their own national laws.

Loss, Theft or Unauthorized Use

Only you and those you personally allow are authorized to use your Shop Shield account. The use of your account by persons other than you or those you permit is cause for immediate termination of your account. Except as expressly set forth herein, we are not liable for any loss that you may incur as a result of any unauthorized use of your Shop Shield® account.

You must notify us within two (2) business days upon learning of any unauthorized use of your account.Notify us by calling Shop Shield® Customer Service at 1-888-997-4435. If you tell Kemesa within two (2) business days after you learn of the misappropriation of your VAN information, you will suffer no loss if someone made a payment from your account without your permission.

Your Right to Dispute Errors

If there is a problem or dispute with a purchase of goods or services, you must address it directly with the merchant involved. Refunds and returns are subject to the merchant’s policies and applicable laws and you must address them directly with the merchant involved. If you are entitled to a refund for any reason for goods or services obtained with your VAN, you agree to accept a refund in the form of a credit to your original payment method.

In case of errors or questions about your VAN (for example, if you think your receipt is wrong or if you need more information about a transaction listed on the receipt), call Shop Shield® Customer Service at 1-888-997-4435. You may report an error until sixty (60) days after the date you use your VAN for the purchase. You may request a written history of your transaction at any time by calling Shop Shield® Customer Service at 1-888-997-4435. Kemesa may also request that you provide in writing at an address provided by Kemesa information about the dispute such as: (i) your name and your VAN number; (ii) the dollar amount of the suspected error; (iii) the date the transaction occurred, and (iv) a description of the error or the transaction you are unsure about, explaining as clearly as possible why you believe it is an error or why you need more information. Such information must be provided within ten (10) business days after being requested by a Kemesa representative, or we may discontinue our efforts to assist you.

Fees

When you first use Shop Shield® you will be entitled to a free trial period without any obligation to sign up for any plan. If you do decide to sign up – either after, or instead of the free trial period – Shop Shield® offers several membership plans. A summary of the available Shop Shield® membership plans and fee schedules may be found at www.shopshield.net and detailed terms are available on the Shop Shield® Member Account page. After you sign up for one of these plans, you are responsible for the payments of any and all fees associated with the plan you have chosen. If you choose the Free (Checking Account only) Plan you will be entitled to make purchases and payments using Shop Shield® without any charges; however, the Free Plan does not permit purchases of under $25 or the making of anonymous identities at a non-transactional website or without making a purchase/paying a bill. You must upgrade to the Free Plus or Unlimited plan to use Shop Shield to make payments of under $25 or register anonymously at non-transactional websites.

Using Shop Shield® At Merchant Sites

Shop Shield® provides a means by which you can protect your personal identity on the Internet when making purchases, paying bills or registering at web sites. To be eligible for the protection provided by Shop Shield®, you must: provide us with the details we request for each transaction and complete the merchant’s checkout screens using the anonymous information we provide in accordance with the accompanying directions and instructions.

In general, if a merchant accepts any Internet compatible credit card, you will be able to protect your personal information with Shop Shield® and make payment by means of any major credit card (Visa, Master Card, American Express or Discover), debit card or bank account, you have registered with us. However, on rare occasions special circumstances precluding the use of Shop Shield® may apply.

When you direct Shop Shield® to make a payment at a website, you must provide an accurate Uniform Resource Locator (“URL”) for that website. In general, this will be the web address shown in your browser, omitting the characters after the “.com”, “.net”, or “.gov”. This is necessary to ensure that the payment you request Shop Shield® to make on your behalf is made to the intended merchant.

While we expect merchants will allow you to use Shop Shield® to protect your personal information when making transactions, we cannot ensure that all merchants from whom you wish to make a purchase or at which you would like to register anonymously will allow you to do so. If you encounter difficulty completing a Shop Shield® transaction or anonymous registration, please call Customer Service at 888 997–4435.

The websites and merchants at which you shop are not owned or operated by Kemesa. We do not endorse, warrant, or guarantee such products, information, or services, and are not liable for the accuracy, completeness, or usefulness of their information or the quality or availability of such products or services. The terms of sale that apply to any purchases that you make while using Shop Shield® are solely between you and the merchant you have selected. It is your responsibility to understand and adhere to the terms of sale and return policies that apply with each merchant from which you make a purchase. While we are glad to assist in disputes with merchants, delivery problems or any other issues you may face when using Shop Shield®, we cannot be responsible for a Member’s non–compliance with a merchant’s terms of sale.

Prohibited Transactions

You may not use Shop Shield® in connection with the following types of purchases or transactions:

For any narcotics or other controlled substances (including, for example, steroids);

For wire transfers, money orders, cash withdrawals or advances, automatic cash disbursements, cashier’s checks, traveler’s checks, stamps and similar transactions;

For any transactions initiated outside of the United States or its Territories;

Purchases of goods, technology or services from sanctioned countries including Iran, Sudan, Burma, or Cuba; and dealings with any persons identified as Specially Designated Nationals or Blocked Persons (“SDNS”) on the Department of the Treasury’s Office of Foreign Assets Control SDN list (see the following website: http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf); or

For any other purchases that are unlawful under applicable law.

Member Representations and Warranties

You represent and warrant that:

You are at least 18 years old;

You have the legal right to use the bank, credit or debit accounts that you provide to us;

The information that you provide to us is not false, inaccurate or misleading; and

You are not using the Shop Shield service in an attempt to evade any laws, rules or regulations of the United States or any individual State, including but not limited to money laundering or export control laws.

Termination

Your agreement with us will remain in effect until it expires at the end of its term, unless terminated earlier either by you or by Kemesa as described here. Annual subscriptions to the Unlimited Plan renew automatically and we will provide you with 30 days advance notice of such renewal. Other usage arrangements do not renew automatically.

Termination by Shop Shield® without cause. We reserve the right to terminate your participation in Shop Shield® at any time for any reason, or for no reason. If we terminate this Agreement in this manner we will refund a prorated portion of any prepaid fees.

If your Membership is terminated by Kemesa without cause, no new transactions of any kind may be made from your account. In addition, all incomplete transactions will immediately be terminated. You will retain access to your account for 30 days and any active anonymous emails will be deactivated 30 days from notice of termination.

Termination by Shop Shield® for cause. We may terminate your Membership for cause upon notice to you. “For cause” includes: any purchases prohibited by this Agreement; any fraudulent use of our service by you; any use of your account by any person without your permission; any use of our service by you in violation of federal or state law or contrary to homeland security; our inability to verify information you provide to us; our reasonable belief that your account poses a significant risk to us; a determination by us, Visa, MasterCard, American Express or Discover that your use of Shop Shield® constitutes an abuse of the credit card system, or; any other failure by you to comply with the terms and conditions of this Agreement.

In the case of termination for cause, all incomplete transactions will immediately be terminated, access to your account will be denied, and all anonymous email addresses will be deactivated within 10 days.

In either case of termination, you will still be bound by your obligations under this Agreement, including the disclaimers and limitations of liability.

Cancellation by Member. You (the Member) may cancel this Agreement and terminate your account at any time. If you terminate your Membership, you will remain obligated to pay for all purchases made while using Shop Shield®. You also will lose fraud protection and Victim Solution Service for any purchases made after the date of termination. There is no refund of a membership fee, or any portion thereof, if you terminate your account.

Effect of Cancellation by Member. If you cancel your Membership, you will still be bound by your obligations under this Agreement, including the disclaimers and limitations of liability. Following cancellation by you, you will -- except in the case of fraudulent or illegal use of Shop Shield® -- continue to have access to the Activity and Account sections of the Shop Shield® Member Website for thirty (30) days. The sole purpose of this thirty (30) day period is to allow you to track purchases made prior to the termination. You will not, however, be permitted to make any new transactions or anonymous identities using Shop Shield after the termination. After the thirty (30) day period, you will be denied any access to the Shop Shield® Member Site.

In addition, upon termination or cancellation all outstanding Shop Shield anonymous cards (VANs) of any kind, and all incomplete transactions will immediately be terminated. Anonymous identities at non-transactional websites and all anonymous email addresses will be deactivated thirty (30) days from date of termination.

Product Warranties & Credit Card Purchase Protection Plans

Although Shop Shield® customer service offers assistance with problems or issues you may encounter with goods, services or their delivery when using Shop Shield®, product warranty issues disputes relating to returns or refunds are ultimately between you and the merchant and/or manufacturer, as applicable. However, Shop Shield® will assure that you continue to receive the benefits of any credit card purchase protection plan associated with the credit card that you use to make payment when using Shop Shield®.

If you need to return the product to the merchant, you should do so directly using the shipping information provided by the merchant. For all other merchant issues, if you do not wish to reveal your personal information made anonymous by your use of Shop Shield®, you should contact Shop Shield® Customer Service to communicate on your behalf with the merchant or shipper. Otherwise, we will not be able to protect your personal identity and financial information.

Protection Against Fraud

In addition to the protection provided by not sharing your personal identity information when making transactions online, Shop Shield® guarantees its members the additional protection against financial losses resulting from a stolen identity event that could reasonably result in the wrongful use of your personal identity up $10,000 of direct damages you incur. This coverage is over and above the combined coverages provide by your credit card, debit card, bank, insurers, and any other coverage that you may have (as applicable). Click on this link for summary description of benefits.

This guarantee applies to all purchases made when you use Shop Shield®. The foregoing protection is provided only if you are in full compliance with the terms and conditions of this Agreement. This guarantee is subject to the condition that you not take actions that compromise the security of your personal identity information when using Shop Shield® (such as, for example, replacing anonymous email addresses, user names or passwords with your own). However, such protection is not provided if the damages are the result of your negligence in protecting your account, Password or User Name, or where the damages are the result of purchases made by persons who you have allowed to use your Shop Shield® account.

Notwithstanding the foregoing, this Shop Shield® guarantee remains valid in instances where you are required to provide information to the merchant in order to complete the transaction (such as, for example, the inclusion of your real name and phone number when purchasing an airline ticket).

The description provided herein is a summary only. It does not include all terms, conditions and exclusions of the policy described. For a copy of the actual policy please write to the address provided in the NOTICE section of this Agreement. Coverage may not be available in all jurisdictions and is subject to actual policy language. AT PRESENT, THIS ADDITIONAL PROTECTION GUARANTEE DOES NOT APPLY TO USERS RESIDING IN NEW YORK STATE.

Victim Resolution Service

In the unlikely event you become a victim of personal identity theft/fraud while properly using the Shop Shield® service, we will, without charge, provide you with Victim Resolution Service. This Service includes the provision of a case manager to assist you in working to resolve all related identity theft and fraud issues. THIS VICTIM RESOLUTION SERVICE DOES NOT YET APPLY TO USERS RESIDING IN NEW YORK STATE.

Disclaimer of Warranties

EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, KEMESA PROVIDES SHOP SHIELD® “AS IS” AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS WEBSITE OR SHOP SHIELD®. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, KEMESA AND DOLLAR BANK DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON–INFRINGEMENT.

KEMESA WILL MAKE REASONABLE EFFORTS TO ENSURE THAT PURCHASES MADE WHILE USING SHOP SHIELD® ARE PROCESSED IN A TIMELY MANNER, BUT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING OF PURCHASES. WE DO NOT REPRESENT OR WARRANT THAT SHOP SHIELD® WILL OPERATE ERROR–FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE AND/OR ITS SERVER WILL BE FREE OF VIRUSES AND/OR OTHER HARMFUL COMPONENTS.

KEMESA IS NOT RESPONSIBLE FOR ANY FAILURES CAUSED BY SERVER ERRORS, MISDIRECTED OR REDIRECTED TRANSMISSIONS, FAILED OR INTERRUPTED INTERNET CONNECTIONS, OR ANY COMPUTER OR OTHER TECHNICAL DEFECT, WHETHER HUMAN OR TECHNICAL IN NATURE.

Limitations on Liability

IN NO EVENT SHALL KEMESA, ITS SUBSIDIARIES, AFFILIATES, BANK PARTNERS, SUPPLIERS, LICENSORS, AGENTS OR OTHERS INVOLVED IN MAKING AVAILABLE SHOP SHIELD® (“KEMESA PARTIES”) BE LIABLE TO ANY PERSON OR ENTITY WHATSOEVER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OUR WEBSITE OR SHOP SHIELD®, INCLUDING BUT NOT LIMITED TO: (I) LOSS OF GOODWILL, PROFITS, BUSINESS INTERRUPTION, DATA OR OTHER INTANGIBLE LOSSES; (II) YOUR INABILITY TO USE, UNAUTHORIZED USE OF, PERFORMANCE OR NON–PERFORMANCE OF SHOP SHIELD®; (III) CLAIMS RELATING TO MERCHANDISE, SOFTWARE, TICKETS OR SERVICES PURCHASED USING SHOP SHIELD®; (IV) ANY TRANSACTIONS ENTERED INTO THROUGH SHOP SHIELD®, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN; OR (V) DAMAGES OTHERWISE ARISING OUT OF THE USE OF SHOP SHIELD®, EXCEPT AS EXPRESSLY PROVIDED HEREIN.

THE KEMESA PARTIES HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR ANY FAILED TRANSACTION THAT IS THE RESULT OF INSUFFICIENT FUNDS IN YOUR ACCOUNT OR YOUR VAN. FURTHERMORE, THE KEMESA PARTIES HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER IN THE EVENT A MERCHANT IS UNABLE OR UNWILLING TO COMPLETE THE R

Requested Transaction

THE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF KEMESA HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

NOT WITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER, THE ENTIRE LIABILITY OF THE KEMESA PARTIES AND YOUR EXCLUSIVE REMEDY FOR ANY BREACH OF THIS AGREEMENT OR OTHER CLAIMS AGAINST KEMESA OR THE KEMESA PARTIES SHALL BE LIMITED TO THE GREATER OF (I) ANY AMOUNTS EXPRESSLY PROVIDED FOR HEREIN (AS LIMITED TO THE CIRCUMSTANCES FOR WHICH THOSE AMOUNTS ARE APPLICABLE), AND (II) U.S. $100.

THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Release

In the event that you have a dispute with a merchant, you release Kemesa (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such dispute. If you are a California resident, you waive California Civil Code §1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor.”

Indemnification

You agree to indemnify, defend, and hold harmless the Kemesa Parties, and their respective officers, directors, shareholders and employees from and against any and all claims, actions, demands, liabilities, costs and expenses, including, without limitation, reasonable attorneys fees, resulting from your breach of any provision of this Agreement, or otherwise arising in any way out of your use of Shop Shield®. Kemesa reserves the right to take exclusive control and defense of any such claim otherwise subject to indemnification by you, in which event you will cooperate fully with Kemesa in asserting any available defenses.

Privacy

You understand and agree that personal information provided to us in connection with the Shop Shield® is subject to our Privacy Statement.

Electronic Communications

You agree that this Agreement constitutes “a writing signed by you” under any applicable law or regulation. To the extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding your account and/or your use of the Service (“Communications”) may be provided to you electronically, and you agree to receive all Communications from Kemesa in electronic form. Electronic Communications may be posted on the pages within the Shop Shield® website and/or delivered to your e–mail address. You may print a copy of any Communications and retain it for your records. All Communications in either electronic or paper format will be considered to be in “writing,” and to have been received no later than two (2) business days after posting or dissemination, whether or not you have received or retrieved the Communication.

Copyright and Trademarks

All software, trademarks, and other content on this site, including text, graphics, logos, images, and software, is the property of Kemesa or its licensors and vendors and is protected by United States and international intellectual property laws. Kemesa grants you a limited license to access and make personal use of this website, but not to download (other than for temporary cache storage) or modify it, or any portion of it, except with express written consent of Kemesa. Neither this site, nor any portion of this site, may be reproduced, duplicated, copied, or otherwise exploited for any commercial purpose without express written consent of Kemesa. You may not use any meta tags or any other “hidden text” utilizing the name or trademarks of Kemesa or Shop Shield® without the express written consent of Kemesa.

Dispute Resolution

Any claim, dispute or controversy (whether in contract, regulatory, tort, or otherwise, whether pre-existing, present or future and including constitutional, statutory, common law, intentional tort and equitable claims) arising from or relating to your use of Shop Shield® that cannot be resolved through our normal customer service process shall be resolved by alternative dispute resolution procedures such as mediation, followed by binding arbitration if the former process is unsuccessful. You agree that such binding arbitration shall be administered by the American Arbitration Association or JAMS, in accordance with their applicable rules in effect when the claim is filed. Arbitration can decide only our or your Claim and may not consolidate or join the claims of other persons who may have similar claims. You agree that the arbitration may be conducted by telephone, online, and/or based solely upon written submissions where no in–person appearance is required.

Notwithstanding any language of this Agreement to the contrary, should any portion of this Arbitration provision be held invalid or unenforceable by a court or other body of competent jurisdiction, this entire Arbitration provision shall be automatically terminated and all other provisions of this Agreement shall remain in full force and effect.

Assignability

You may not transfer any rights or obligations you may have under this Agreement without our prior written consent. We reserve the right to transfer this Agreement or any right or obligation without your consent in connection with a transfer of control or sale of our business.

Notice

Except as expressly stated otherwise, any notice to Shop Shield® shall be given by postal mail to:

Kemesa LLC
Attn: Legal Department
3201 NE 183 Street
Suite 1502
Aventura, Florida 33160

and shall be deemed given twenty-four (24) hours after the postal mail is sent unless you are aware that the communication was not received.

Any notice to you (a Member) shall be given either, at our discretion, to the email address you provide to us during the registration process (or as properly updated by you) or by postal mail to the address associated with the financial account that you provide to us when registering your Membership. Any notice to you shall be deemed given twenty-four (24) hours after the email or postal mail is sent.

Choice of Law

The Agreement is governed by and interpreted under the laws of the state of Delaware, except for that body of law addressing conflicts of law.

Changes to this Agreement

Kemesa reserves the right, in its sole discretion, to cancel, suspend, modify, alter, or otherwise change this Agreement or any features or services of the Virtual Account Number described herein at any time. Kemesa will provide notice of such change by email and by posting on this website. Changes will take effect immediately. Your continued use of Shop Shield® constitutes your acceptance and agreement to be bound by any changes. If at any time you do not accept these changes, you must immediately discontinue use of Shop Shield®.

You may cancel this Agreement by calling Shop Shield® Customer Service at 1-888-997-4435. Your termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement before it was cancelled.

Contact Information and Business Days and Hours.

For service inquiries and/or to report your VAN information has been misappropriated, call Shop Shield® Customer Service at 1-888-997-4435 from 10 AM to 10 PM Mondays through Fridays and from 12:00 PM to 6:00 PM Saturday and Sundays (Eastern times). You may also email us at service@shopshield.net.

This Agreement was last updated on: June 1,, 2009