Member Agreement

Welcome to the Shop Shield^® service (Shop Shield^® or the "Service") operated by Kemesa LLC (“Kemesa”).

Shop Shield^® is a secure shopping service that provides a means by which you can protect your personal identity when making purchases online while also facilitating a more satisfactory shopping experience.

PLEASE UNDERSTAND THAT SHOP SHIELD^® IS CURRENTLY IN ITS NATIONAL BETA TEST PHASE, WHICH IS EXPECTED TO END DURING SUMMER 2008. SHOP SHIELD^® IS AVAILABLE FOR USE AT NO CHARGE DURING THE BETA PERIOD. PLEASE BE ADVISED THAT THESE TERMS AND CONDITIONS WILL BE SUPERSEDED WITH NEW TERMS AND CONDITIONS WHEN SHOP SHIELD^® IS FULLY LAUNCHED COMMERCIALLY.

Kemesa provides Shop Shield^® subject to your compliance with this Member Agreement (the "Agreement"). Please read it carefully. Your use of Shop Shield^® constitutes your acceptance of this Agreement. If at any time you do not accept the terms and conditions of this Agreement, you must discontinue use of Shop Shield^®. In addition, when you use Shop Shield^® to make a purchase, you will be asked to confirm your purchase details with the banking service with which we have contracted to make payments. Except as noted herein, Shop Shield^® is designed to work anywhere that a Visa® card is accepted and on most, but not all, Internet shopping, event ticket and travel sites. 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 websites to use Shop Shield^®. We do not take responsibility for either your choice of merchants or the merchandise you choose to purchase.

Accounts

You must open an account to use our Shop Shield^® service. You open an account by completing the online registration form. It is your responsibility to keep this information up–to–date and to maintain its completeness and accuracy. Any loss caused by your failure to do so is your responsibility. During registration, we will ask you to choose a User Identification, a password, a two–way authentication security image (PassMark™), and provide answers to one or more challenge questions you may be called upon to answer correctly if Kemesa is ever uncertain about the legitimacy of your Shop Shield^® transaction. For your own protection, it is important that you maintain the confidentiality of your password, answers to challenge questions, and other account information, and you should contact customer service if the confidentiality of these items is compromised.

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 the 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 that may be issued by Visa, Master Card, American Express or Discover. However, Shop Shield^® cannot accept cards requiring PIN entry or any other requirements 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. However, if you choose to enroll such a bank account, you will be asked to also provide a credit card with an active credit line. We will only charge said credit card for your purchases if funds in the bank account you have designated for a purchase are insufficient to pay for that purchase. You may add additional credit, debit 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 and, if necessary, your creditworthiness as well as to make any inquiries we consider necessary to validate your Membership registration. We reserve the right to reject your Membership application if you do not meet our standards. We also reserve the right to set a limit on the value of any transaction, or group of transactions, when you use Shop Shield^®.

You agree that when you choose to protect your personal identity information when making a purchase by using Shop Shield^®, you thereby authorize us to draw, debit, or take credit from the account that you have designated.

You are responsible for the activities that occur using your Shop Shield^® account. Your failure to meet your financial obligations incurred while using the Shop Shield^® service to protect your personal identity may be grounds for us to terminate your Membership. We are not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You must notify us immediately, and preferably within two (2) business upon learning of any unauthorized use of your account.

Fees

During the Beta period, there is no charge for using Shop Shield^®, regardless of the number of transactions for which you use it. The sole exception to this is if, on more than two occasions, you confirm the details of purchases to be made using Shop Shield® but do not complete them. Beginning with the third time that you confirm purchase details but do not make a purchase, you will be charged $5.00 in order to cover costs. However, in exchange for our providing Shop Shield^® without charge during the Beta period, we ask that you be cooperative and provide feedback to us about your experience with Shop Shield^® when we request that you do so.

Upon commercial launch of Shop Shield^® during the summer of 2008, a new Terms and Conditions/Member Agreement will take effect that will supersede this one, and you will, without any obligation, then be asked to select a payment plan.

United States Use Only

You may initiate transactions using Shop Shield^® only from within the
United States of America or its Territories.

Merchants

Shop Shield^® provides a means by which you can protect your personal identity while ordering and paying for products, information and services online. To be eligible for the protection provided by Shop Shield^®, you must: confirm the details of the purchase, agree to the terms of use for the banking service with which we have contracted to make the payment to the merchant, and complete the merchant‘s checkout screens using the anonymous information we provide in accordance with the directions and instructions we provide.

In general, if a merchant accepts any Internet compatible credit or debit 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) you have registered with us except on websites which do not honor Shop Shield^® or where special circumstances precluding the use of Shop Shield^® may apply. You may also use eligible debit cards or a bank account of your choice via the same secure ACH process that financial institutions use for direct payment and deposit purposes.

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 of 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 that apply with each merchant from which you make a purchase. While we will, upon your request, assist in disputes with merchants, delivery problems or any other issues you may face when using Shop Shield^®, we cannot be responsible with a Member's non–compliance with a merchant's terms of sale.

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

Member Representations and Warranties

You represent and warrant that:

Termination

Your agreement with us will remain in effect during the Beta period, unless terminated earlier either by you or by Kemesa.

Product Warranties & Credit Card Purchase Protection Plans

Although Shop Shield^® customer service offers assistance with purchase or delivery issues you may encounter when using Shop Shield^®, product warranty issues, non–delivery of products, and similar problems and disputes 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 you provided. If you are unable to do so without revealing your personal information made anonymous by your use of Shop Shield^®, you must contact Shop Shield^® customer service to communicate with the merchant or shipper or we will not be able to protect your personal identity information.

Protection Against Fraud

In addition to the significant protection provided by not sharing your personal identity information when making transactions online, Shop Shield^® guarantees additional protection against financial liabilities resulting from fraudulent use of your Shop Shield^® account by unauthorized persons for up $10,000 of loss over and above coverages provide by credit card companies and other coverage that you may have, provided that you comply with this Agreement and instructions, and that you do not (except as provided in the following sentence) manually override or otherwise circumvent the anonymous information provided by Shop Shield^® to merchants. 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 a phone number when purchasing an airline ticket). THIS ADDITIONAL PROTECTION GUARANTEE DOES NOT APPLY TO USERS RESIDING IN NEW YORK STATE.

This guarantee is limited to purchases made when you use Shop Shield^® 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 with your own).

If you claim that you have been a victim of a fraud and we and our insurance provider confirm that you have used our service properly, then it will be Shop Shield’s® responsibility to reimburse you fully for any resulting financial losses up to $10,000 beyond those covered by other involved parties (such as your credit card that you used to register for the account).

Victim Solution 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 Solution Service. This Service includes the provision of a case manager to assist in restoring your personal identity.

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 DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, OR NON–INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES.

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 WARRANT OR MAKE ANY REPRESENTATIONS 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, suppliers, licensors, agents or others involved in making available Shop Shield^® 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 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 items, software, products or services purchased using Shop Shield^®; (iv) any transactions entered into through Shop Shield^®, except as otherwise provided herein; or (v) damages otherwise arising out of the use of Shop Shield^®, except as provided herein. Notwithstanding the foregoing, Shop Shield^® will take responsibility for the repair of damage to your computer specifically caused by your use of Shop Shield^® “usage reminder software”, provided the equipment used complies with the specifications you were given prior to downloading our software and we confirm that you properly followed download and installation instructions or directions provided by Shop Shield^®.

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. Some states do not allow the exclusion or limitation of incidental or consequential 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 disputes. If you are a California resident, you waive California Civil Code §1542, which says: "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 Kemesa, its subsidiaries, agents, and affiliates, and their officers, directors 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. This site or any portion of this site may not be reproduced, duplicated, copied, visited, 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 dispute that arises between you and 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 may be conducted by telephone, online, and/or based solely upon written submissions where no in–person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association or JAMS, in accordance with their applicable rules.

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:

and shall be deemed given 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 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 24 hours after the email or postal mail is sent, unless Shop Shield^® is aware that the communication was not received.

Choice of Laws

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.

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. Shop Shield^® may not be used for transactions initiated outside of the United States or its Territories. 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.

Changes to this Agreement

This Agreement is effective as of April 29, 2008. Kemesa reserves the right, in its sole discretion, to modify, alter, or otherwise change this Agreement at any time. Kemesa will provide notice of such change by email and by posting on this website. Changes will take effect thirty (30) days after notice has been provided. 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^®.