Billing and Payment Service Policy

This Billing and Payment Service Policy hereby incorporates by reference all terms, conditions rules, policies and guidelines on the Site, including the EZdia Terms of Service ("Terms of Service"). Capitalized terms not defined in this Billing and Payment Service Policy are defined in the Terms of Service.

This Billing and Payment Service Policy is effective as of April 01, 2010. Your continued use of the Site after such time will signify your acceptance of this Billing and Payment Service Policy. We reserve the right to modify the provisions in this Billing and Payment Service Policy without prior notice to you, so please check back often for updates.

INTRODUCTION

The eZdia Billing and Payment Service ("Payment Service") enables Providers to issue invoices and enables Clients to make payments for services. When Client makes a payment through the Payment Service, eZdia deducts the appropriate Service Fee and Payment Processing Fee due EZdia as described on the Site. The Payment Service is intended for business use, so you agree to use the Payment Service primarily for business, and not primarily for personal, family, or household purposes.

MANDATORY USE OF BILLING AND PAYMENT SERVICE

As a Client, you agree to use the Payment Service to make all payments to a Provider, whether first-time, repeat, or follow-on. You also agree not to take any action directly or indirectly to circumvent the EZdia Service Fee.

As a Provider, you agree to use the Payment Service to receive all payments from a Client whether first-time, repeat, or follow-on payments. In addition, you acknowledge and agree that a Client is not obligated to pay any invoice to you unless you originated that invoice through the Payment Service.

NON-CIRCUMVENTION OF PAYMENT SERVICE

You agree not to circumvent the Payment Service. Prohibited acts include (but are not limited to) the following:
• Submitting proposals or soliciting Clients identified on the Site to contact, hire, manage or pay outside the Site.
• Accepting proposals from or soliciting Providers identified on the Site to contact deliver Provider Services, invoice, or receive payment outside the Site.
• Invoicing or reporting on the Site an invoice or payment amount different than that agreed between Client and Provider.

As a Client, you agree to notify EZdia immediately if your Provider solicits payment from you outside the Site. As a Provider, you agree to notify EZdia immediately if your Client seeks to pay you outside the Site. If you are aware of a breach of the foregoing prohibitions, or any potential circumvention of the Payment Service, please submit a confidential report to EZdia by sending an email to us at the following email address: policy@eZdia.com

LEGAL NATURE OF PAYMENT SERVICE

When you use the Payment Service to bill for or pay service fees, EZdia acts as your agent based upon your direction and your requirements to perform tasks on your behalf. EZdia holds your Account funds separate from its corporate operating accounts, and will not voluntarily make your funds available to its creditors in the event of a bankruptcy or for any other purpose. As provided in United States Bankruptcy Code, Section 541(d), EZdia shall hold only legal title to, and not have any equitable interest in, the Account and any funds in it.

EZDIA IS NOT A BANK, AND AMOUNTS TRANSFERRED THROUGH OR STORED IN THE PAYMENT SERVICE ARE NOT INSURED DEPOSITS. You will not receive interest or other earnings on the funds in your Account. EZdia may earn and retain interest on those funds, or may receive a reduction in fees or expenses charged for banking services or other compensation in respect of any balances in Accounts.

By initiating invoices and sending payments through the Payment Service or adding funds to your Account, you appoint EZdia as your agent to obtain the funds on your behalf and to transfer the funds to the recipient that you designate, subject to the terms and conditions of this Billing and Payment Service Policy and the EZdia Terms of Service. Each Provider must properly discharge and credit Clients for all payments that EZdia receives through the Payment Service from such Clients.

No Responsibility for Provider Services or Client Payments
EZdia acts as a payment provider by creating, hosting, maintaining, and providing the Payment Service to you via the Internet. EZdia does not have any control over the Provider Services invoiced or paid for with the Payment Service, nor whether a Client or Provider you are dealing with will actually complete the transaction. Nothing in the Payment Service will be deemed to constitute EZdia your agent with respect to any Provider Services purchased and sold by Users through the Site, or expand or modify any warranty, liability or indemnity stated in these Terms of Service.

Disputes Between Clients and Providers
Any disputes in connection with services provided by Providers or payments made by Clients remain between such Clients and Providers. By using the Payment Service, you agree to follow the Dispute Resolution Process. You further acknowledge that EZdia will not be a party to any such dispute.

EZdia will attempt to take the actions set forth in the Dispute Resolution Process, but EZdia will not be obligated to take any other action or refrain from taking any other action toward resolving any such dispute. EZdia may, at its sole discretion, and in the case of Escrow Jobs may be required to, withhold or delay payment or continue to hold amounts in Escrow or make payment or release funds in Escrow, in the event of dispute between a Client and a Provider.

HOW TO BILL FOR SERVICES USING THE PAYMENT SERVICE

To request payment from a Client using the Payment Service, Provider must follow the instructions and Payment Service links on the Site and provide the information requested. By requesting payment, Provider authorizes EZdia to bill such Client and receive payments from the Client on Provider’s behalf in the amounts stated on the applicable Payment Service Web page.

When Provider requests payment from a Client, such request is: (1) Provider’s representation that it has completed the applicable Provider Services fully and satisfactorily, and (2) Provider’s irrevocable instruction to EZdia to invoice and accept payment from the Client on Provider’s behalf. Once EZdia has charged the Client, if the Client's credit card company, bank, or PayPal charges back any amount to EZdia for any reason, Provider hereby agrees to repay EZdia for such amounts, plus reasonable attorney fees and costs of collection.

HOW TO PAY FOR SERVICES USING THE PAYMENT SERVICE

To pay a Provider using the Payment Service, Client must follow the instructions and links on the Site and provide the information requested. Client must be a Member that holds a valid credit card issued by a bank acceptable to EZdia or a Member that holds a Verified PayPal account. Unless Client has a balance in their Account, EZdia will charge the Client’s credit card, bank account, or PayPal for the necessary amount. By providing EZdia with credit card or bank account information, Client authorizes EZdia to charge such credit card or bank account for the amounts stated on the applicable Payment Service Web page.

When Client instructs EZdia to pay a Provider using the Payment Service, such instruction is: (1) Client’s representation that it has inspected the work and the Provider has completed the applicable Provider Services fully and satisfactorily; (2) Client’s final acceptance of the Provider Services; and (3) Client’s irrevocable instruction to EZdia to pay the Provider. Once EZdia has paid funds to the Provider, Client agrees NOT to ask its credit card company or bank to charge back any amount to EZdia for any reason. If Client does so, Client hereby agrees to repay EZdia for such amounts, plus reasonable attorney fees and costs of collection.

PAYMENT TERMS FOR SPECIFIC JOB TYPES

Non-Escrow Fixed Price Jobs
For Non-Escrow Fixed Price Jobs, Payment is due net fifteen (15) days after the milestone completion and subsequent invoice from Provider.

Escrow Fixed Price Jobs
For Escrow Fixed Price Jobs, Payment is due net fifteen (15) days after the milestone completion and subsequent Release request from Provider.

Automatic Release for Escrow Fixed Price Jobs
For Escrow Fixed Price Jobs, Client has up to net thirty (30) days from the milestone completion and subsequent Release request from Provider to review the work and approve a milestone for payment or dispute payment. If Client does not review the work and does not dispute payment within thirty (30) days, the escrow funds shall be automatically released to the provider. This Section, "Automatic Release for Escrow Fixed Price Jobs," shall be effective on April 01, 2010, for Jobs awarded on or after that date.

MISCELLANEOUS PAYMENT SERVICE TERMS

Authorized Payments are Final
Your use of the Payment Service constitutes your agreement to pay for any amounts which you authorize us to charge against your Account and, as appropriate, your credit card, bank account, or PayPal. Such payments, once authorized, are final.

Erroneous or Duplicate Transactions; Charge Backs
EZdia reserves the right to seek reimbursement from you, and you will to reimburse EZdia, if EZdia discovers erroneous or duplicate transactions, or EZdia receives a charge back from any Client's credit card company, bank, or PayPal for any reason. You agree that EZdia has the right to obtain such reimbursement by charging your Account, deducting amounts from future payments or withdrawals, charging such your credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of charge backs is cause for termination of your Account.

Currency
The Payment Service operates in US Dollars and therefore EZdia is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is EZdia responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your Account. Payments made to EZdia in currency other than US Dollars may take up to eight weeks to process, depending on relationships among the banking and payment systems between the two countries. Consequently, balance adjustments may be delayed.

Withdrawal of Funds
To withdraw funds from your Account, you must request such funds using any of the withdrawal methods available on the Site. Any such requests shall be subject to the conditions and restrictions contained on the Site and in these Terms of Service. Notwithstanding any other provision of these Terms of Service, if EZdia determines in its sole discretion that a Member has violated the conditions and restrictions of the Site or Terms of Service, EZdia has the right to refuse to process the withdrawal.

Hold on Account Funds
EZdia will make funds deposited in your Account generally available for you to use or withdraw. EZdia reserves the right, at its sole discretion, to place a hold on funds for Client payments to clear, or if EZdia suspects monies may be subject to charge back or if fraud is suspected. EZdia will release a hold as soon as practical.

Agreement to Pay
If, for any reason, EZdia does not receive payment for any amounts that you have authorized to be paid through your use of the Payment Service or other EZdia Services, you agree to pay such amount immediately upon demand by EZdia. You also agree to pay any interest charges, attorneys’ fees and other costs of collection incurred by EZdia in collecting from you the authorized but unpaid amount. In such case, EZdia may, at its option, stop processing any further payments made by you and apply any amounts then held by EZdia on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the Payment Service or other EZdia Service. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

Inactive Accounts; Abandoned Accounts
For purposes of determining Inactive Account status and Abandoned Account status, "activity" means payment of subscription fees, payment or receipt of Job fees, or actions under the Dispute Resolution Process.

Inactive Accounts: If your Account has a balance, but has had no activity for at least five (5) consecutive months, your Account will be placed on "Inactive" status. EZdia will notify you that your Account is Inactive by sending an email to your registered email address and give you the option of keeping your Account open and maintaining the balance or withdrawing the balance. If, within thirty (30) days of such notice, your account has no activity, EZdia will automatically deduct an Inactive Account Fee of $5, or the entire balance of your Account if such balance is less than $5, per month thereafter, to recover administrative costs of holding funds. EZdia will cease such deductions if subsequently (i) your Account has activity or (ii) your Account no longer has a balance.
Abandoned Accounts: If your Account has a balance, but it has had no activity for at least 18 consecutive months or has been on Inactive status for at least 12 consecutive months, EZdia will automatically close your Account and attempt to either (a) wire transfer the entire Account balance to your registered bank account, or (b) mail a check in the amount of your entire Account balance to your registered mailing address. If those attempts fail, the Account balance may escheat to the State of Texas.

CONTACTING US

If you wish to report a violation of the Terms of Service, have any questions or need assistance, please contact EZdia Customer Support as follows:

Web Support: http://www.eZdia.com/service
Email: services@EZdia.com
Phone: (Mon-Fri, 8 a.m. - 5 p.m. Central Time)
Online Help Topics: http://www.eZdia.com/help