This Vendor Agreement (“Agreement”) is entered into on the date and time entered in the Signature Area of the Agreement, by and between eSignation, LLC, a Georgia limited liability company with its principal place of business at 236 Milam Road, Fayetteville, GA 30214 (“eSignation,” “Platform,” “We,” or “Our”), and Customer, whose legal name and signature are placed in the Signature Area of the Agreement, and is a legal business entity, duly incorporated and existing under the laws of its jurisdiction, with its principal place of business stated in the Signature Area of the Agreement (hereinafter referred to as ‘Vendor’ or ‘You’).
This Agreement sets forth the terms and conditions governing the Vendor’s use of eSignation’s online marketplace platform to provide products and services to customers. By signing this Agreement or accessing the Platform, Vendor agrees to be bound by the terms and conditions hereinafter set forth.
1. DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below:
- “Platform” means eSignation’s online marketplace that facilitates communication, invoicing, and payment between Vendors and Customers.
- “Products” means physical goods or services offered for sale by the Vendor on the Platform.
- “Services” means any intangible offerings, such as consulting or digital services, provided by the Vendor through the Platform.
- “Customer” means any individual or entity who purchases Products or Services through the Platform.
- “Vendor” means You, a provider of Products & Services for sale on the Platform
2. SCOPE OF SERVICES
2.1 Services Provided by eSignation
eSignation offers administrative, invoicing, and payment processing services to facilitate transactions between Vendors and Customers. The Platform allows Vendors to create, manage, and issue invoices, process payments, and communicate with Customers. However, eSignation does not provide shipping or delivery services.
2.2 Services Provided by Vendor
The Vendor agrees to arrange, provide, ship, and deliver the Products and/or Services to the Customer in accordance with the terms set forth in this Agreement and the individual transaction terms. Vendor shall ensure that all Products and/or Services meet the specifications and standards set forth on the Platform.
2.3 Access to the Platform
a. Access. These Terms govern your access to and use of the Platform. Subject to these Terms, eSignation grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Marketplace to obtain Invoicing Services. You are responsible for persons who access or use the marketplace on your behalf.
b. Permitted Use. You may only use the Marketplace in compliance with Law and in accordance with these Terms and an Agreement. In the event of a conflict between an Agreement and these Terms, the Agreement will control. You will not permit unauthorized persons to access or use the marketplace. You will immediately notify eSignation of any unauthorized access or use of the Marketplace of which you become aware. Notification to admin@esignation.com beyond a 24-hour window from incident will be considered unreasonable.
c. Prohibited Uses. You will not (a) sell, resell, or lease the Marketplace or your access to the Marketplace,(b) create derivative works based on the Marketplace, (c) use the Marketplace to transmit or store anything which is infringing, libelous, in violation of Law, or in violation of someone else’s rights, (d) copy, frame, or mirror any part of the Marketplace other than for your own internal business purposes, (e) interfere with or disrupt the integrity or performance of the Marketplace, (f) use the Marketplace to develop competitive products or services, copy any of its features, or reverse engineer the Marketplace, (g) utilize applications or websites which negatively affect the speed or performance of the Marketplace in a manner not approved by eSignation, (h) transmit any worms, viruses, or malicious code, or (i) interfere or circumvent the security features of the Marketplace or any related website. Your access to and use of the Marketplace may be subject to additional instructions or limitations established by eSignation from time to time, with or without advance knowledge, at our discretion.
d. Information You Provide. You are solely responsible for the accuracy, quality, integrity, and legality of
information that you transmit through the Marketplace, including information pertaining to vendors, companies and employees. You represent and warrant that you are authorized to transmit such information through the Marketplace for use in connection with the Marketplace and that eSignation and Providers may use such information to provide Administrative Services and Invoicing Services. You will indemnify, defend, and hold harmless eSignation and the Providers for any claims made by third parties, including your contractors, agents, and employees (current, prospective, and former), relating to the use of such information in connection with the Marketplace.
e. Connectivity and Availability. You are responsible for your own network access, and you are responsible for acquiring and updating compatible hardware, software, and devices that are necessary to access and use the Marketplace. The Marketplace may provide access to third-party links, content, and application programming interfaces that eSignation does not monitor or control and for which eSignation will not have any liability. The Marketplace may be subject to malfunctions and delays that are inherent in the use of the Internet and electronic communications. eSignation may shut down or suspend the Marketplace or your access to the Marketplace in its discretion, including for expected and unexpected maintenance and when
eSignation reasonably believes that such action is necessary to comply with Law or to protect the integrity or functionality of the Marketplace.
f. Disclaimer. EXCEPT AS STATED OTHERWISE IN THESE TERMS, ESIGNATION MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE MARKETPLACE OR YOUR ACCESS TO OR USE OF THE MARKETPLACE,INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, ESIGNATION MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE MARKETPLACE, OR THAT THE MARKETPLACE WILL BE UNINTERRUPTED OR ERROR-FREE.
3. VENDOR’S OBLIGATIONS AND RESPONSIBILITIES
3.1 Shipping and Delivery
The Vendor is solely responsible for the shipment, delivery, and fulfillment of all Products or Services. Vendor shall ensure that Products are shipped in a timely manner and comply with all applicable laws, including customs regulations, shipping documentation, and tax obligations.
3.2 Communication and Feedback
Vendor agrees to respond to any internal messages or communications sent through the Platform within 24 hours of receipt. Timely communication is critical for the resolution of any issues related to transactions.
3.3 Chargebacks and Refunds
Vendor is solely responsible for any chargebacks, refunds, and customer disputes related to the Products or Services sold. Once payment has been remitted to the Vendor on the Platform, the Vendor assumes full responsibility for managing refunds and chargebacks. Platform fees, merchant fees and foreign exchange fees are non-refundable under any circumstances.
3.4 Platform Fees
Vendor agrees to pay eSignation a fee for use of the Platform, which shall be determined based on the transaction amount, as set forth in the Platform’s fee schedule which is subject to change with 30 day’s advanced notice when possible (merchant fees and currency exchange rates are typically paid by the Customer and can change without notice). These fees are non-refundable and are due immediately upon receipt of payment from the Customer.
4. INDEMNIFICATION
4.1 Indemnification by Vendor
The Vendor agrees to indemnify, defend, and hold eSignation, its affiliates, directors, officers, employees, agents, and contractors harmless from any and all claims, demands, liabilities, losses, damages, costs, and expenses (including attorneys’ fees) arising out of or in connection with:
- Vendor’s breach of this Agreement,
- Any dispute between Vendor and Customer,
- The Products or Services offered by the Vendor, including any product liability claims,
- Any claims of fraud related to the Vendor’s fulfillment of Products or Services made by Customer,
- Any claims related to shipping, delivery, or fulfillment of Products or Services.
4.2 Indemnification by eSignation
eSignation agrees to indemnify, defend, and hold the Vendor harmless from any third-party claims arising from eSignation’s gross negligence or willful misconduct in operating the Platform.
4.3 Disclaimer.
ESIGNATION MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE RELIABILITY, TIMELINESS, ACCURACY, QUALITY, SUITABILITY, OR AVAILABILITY OF THE INVOICING SERVICES OR THAT THE INVOICING SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. EXCEPT WITH RESPECT TO ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES MADE BY ANY PROVIDER, FOR WHICH ESIGNATION IS NOT RESPONSIBLE, THE INVOICING SERVICES WILL BE PROVIDED TO YOU “AS IS,” “AS AVAILABLE,” AND “AT YOUR OWN RISK,” TO THE FULLEST EXTENT PERMITTED BY LAW.
5. INTELLECTUAL PROPERTY
5.1 Platform Ownership and Rights
a. Ownership of Platform
Marketplace Rights. All right, title, and interest in and to the Marketplace is owned by eSignation. eSignation retains all right, title, and interest in and to its products and services, including its software, forms, images, text, graphics, illustrations, logos, service marks, trademarks, copyrights, patents, photographs, videos, music, and all related intellectual property rights. Except as provided in these Terms, you may not, and you may not permit others to, (a) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of any of eSignation’s products or services, (b) sell, license, sublicense, rent, lease, distribute, copy, publicly display, publish, adapt, or edit any of eSignation’s products or services, or (c) circumvent or disable any security or technological features of eSignation’s products or services. All rights with respect to the Marketplace which are not expressly granted herein are reserved by eSignation.
b. License Grant
Subject to the terms and conditions of this Agreement, eSignation grants Vendor a non-exclusive, non-transferable, revocable license to access and use the Platform solely for the purpose of providing Products and/or Services to Customers, and for no other purpose
c. Trademarks.
eSignation’s product and service names or slogans are trademarks of eSignation. You may not copy, imitate, or use them, in whole or in part, without eSignation’s prior written approval. In addition, the look and feel of the Marketplace website is the service mark, trademark, and/or trade dress of eSignation and you may not copy, imitate, or use it, in whole or in part, without eSignation’s prior written consent. The names of other persons and products you encounter through the Marketplace might be the trademarks of their respective owners. Nothing in these Terms should be understood as in any way granting any license or right to use any other person’s trademark. All goodwill generated from the use of eSignation’s trademarks
is reserved for eSignation’s use, exclusively.
d. Proprietary Rights in Code and Algorithms
eSignation retains all intellectual property rights in the underlying software code, algorithms, data models, and technologies used to power the Platform. Vendor acknowledges that these elements are proprietary to eSignation and agrees not to copy, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Platform.
5.2 Vendor’s Intellectual Property Rights
a. Vendor Ownership
Vendor retains ownership of all intellectual property rights in and to the Products and/or Services it provides through the Platform, including any patents, copyrights, trademarks, and trade secrets related to the Products and/or Services. Vendor grants eSignation a limited, non-exclusive, royalty-free, sublicensable license to use, display, and distribute Vendor’s intellectual property (such as product images, logos, and descriptions) solely for the purpose of operating and promoting the Platform.
b. License for Marketing
Vendor grants eSignation the right to use Vendor’s trademarks, logos, and Product images in promotional materials, advertisements, and on the Platform, solely to promote Vendor’s participation in the Platform and the sale of Vendor’s Products or Services. This license is revocable upon written notice to eSignation, provided that such revocation shall not affect any use of Vendor’s intellectual property made prior to the notice.
6. CONFIDENTIALITY AND NON-DISCLOSURE
6.1 Confidential Information Defined
a. eSignation’s Confidential Information
Vendor acknowledges that, in the course of accessing the Platform and interacting with eSignation, it may have access to certain proprietary and confidential information belonging to eSignation, including but not limited to:
- Source code and technical documentation relating to the Platform,
- Algorithms, methods, and business logic used in the Platform’s operation,
- Data models, system designs, databases, and architecture,
- Internal marketing strategies, business plans, and customer information,
- Creative visuals, motion images and audio,
- All data and content that is not publicly available.
b. Vendor’s Confidential Information
Similarly, Vendor may provide to eSignation certain proprietary and confidential information relating to Vendor’s Products, Services, business plans, and intellectual property. This includes but is not limited to:
- Product designs, specifications, and source code for software or services,
- Marketing and pricing strategies,
- Any other information designated as confidential by Vendor at the time of disclosure.
6.2 Obligations of Confidentiality
a. Non-Disclosure
Each party agrees to maintain the confidentiality of the other party’s Confidential Information and not to disclose such Confidential Information to any third party without prior written consent, except to employees, agents, or contractors who have a need to know for the purposes of performing under this Agreement and who are bound by confidentiality obligations.
b. Use of Confidential Information
The receiving party agrees to use the Confidential Information solely for the purpose of performing obligations under this Agreement and not for any other purpose. Vendor agrees not to use eSignation’s Confidential Information to create or develop any competing technology, product, or service.
c. No Violation.
You and eSignation represent and warrant that the permitted use of your and eSignation’s respective intellectual property rights as envisioned by these Terms and your Agreement will not violate the intellectual property rights of any other party.
d. Exception for Public Knowledge
The confidentiality obligations do not apply to information that:
- Was already known by the receiving party at the time of disclosure,
- Becomes publicly available through no fault of the receiving party,
- Is disclosed with the prior written consent of the disclosing party, or
- Is required to be disclosed by law or court order, in which case the receiving party must notify the disclosing party promptly to allow for protective measures.
6.3 Confidentiality of Intellectual Property
a. Platform Materials
The Vendor acknowledges that the Platform Materials, including all technical details, algorithms, system architecture, source code, and any documentation related to the Platform’s operation, are confidential and proprietary to eSignation. Vendor agrees not to disclose, reproduce, or otherwise use any of these Platform Materials for any purpose other than as expressly permitted under this Agreement.
b. Vendor’s Products and Services
Vendor agrees to keep the intellectual property associated with its Products and Services confidential, including proprietary designs, processes, software code, business methods, and customer lists. This confidentiality obligation remains in effect for five (5) years following the termination of this Agreement.
6.4 Return or Destruction of Confidential Information
Upon the termination of this Agreement, each party shall return or destroy any Confidential Information belonging to the other party, except to the extent that it is required to be retained for legal or regulatory purposes.
7. PRIVACY AND SECURITY
7.1 Data Protection
Vendor agrees to comply with all applicable privacy laws and regulations, including any data protection laws regarding the handling of personal data. Vendor acknowledges that eSignation collects, stores, and processes Customer data in accordance with its Privacy Policy, which is incorporated into this Agreement by reference.
7.2 Security Measures
Vendor shall implement reasonable security measures to protect any personal data or other sensitive information obtained through the Platform.
8. FORCE MAJEURE
8.1 Liability
Neither party shall be held liable for any failure or delay in the performance of its obligations under this Agreement due to events or circumstances beyond its reasonable control, including but not limited to natural disasters, acts of war, terrorism, strikes, or governmental actions.
8.2 Notice of Force Majeure
In the event of a Force Majeure Event, the impacted party will promptly notify
the other party and use commercially reasonable efforts to end or minimize the effects of the Force Majeure
Event. You or eSignation may terminate your Agreement upon notice to the other if a Force Majeure Event
lasts for more than 45 days.
9. LIMITATION OF LIABILITY
9.1 No Indirect Liability
Except with respect to indemnifiable third-party claims under these Terms, neither you nor eSignation will be liable to the other under any circumstances for any indirect, incidental, consequential, special, exemplary, lost profits, or punitive damages of any kind or nature, regardless of the legal or equitable theory (contract, tort, or otherwise) upon which a claim is based.
9.2 Liability Cap
Regardless of the legal or equitable theory (contract, tort, or otherwise) upon which a claim is based, eSignation will not be liable to you under any circumstances as to any claim or group of related claims, including indemnifiable third-party claims, for more than the amount of fees that you have paid under your Agreement during the 6 (six) months preceding such claim or group of related claims.
10. RELATIONSHIP OF THE PARTIES
10.1 Independent Contractors
You and eSignation are independent contractors and nothing in your Agreement creates any joint venture, partnership, or agency relationship. Each party will exercise its independent judgment in connection with your Agreement and assumes responsibility for the actions of its personnel and will be solely responsible for their supervision, daily direction and control, wage rates, income tax withholdings, disability benefits, and the manner and means through which work performed in connection with your Agreement will be accomplished.
10.2. Assignment
Neither you nor eSignation may assign your Agreement, by operation of law or otherwise, without the prior written consent of the other. Notwithstanding the foregoing, either you or eSignation may assign your Agreement to a successor in connection with an internal reorganization or to an entity which acquires all or substantially all of your or eSignation’s assets or ownership interests, provided that the assignor provides prompt written notice to the other party and that the assignee assumes all of the assignor’s obligations under your Agreement.
10.3. Communication and Advertising. You will not issue any public communication regarding your Agreement without Our prior written consent. No advertising marketing, promotional, or other material using the name, trademark, service mark, logo, or other proprietary designation of eSignation may be used without Our written consent.
11. DISPUTE RESOLUTION
11.1 Notice and Consultation
You and eSignation agree it is in your and eSignation’s best interests to attempt to resolve disputes amicably when possible. Accordingly, except with respect to (a) matters involving bankruptcy, (b) instances in which a party is seeking injunctive relief, or (c) instances in which a party is seeking payment for amounts due under an Agreement, before commencing arbitration or any other proceeding against the other party in connection with an Agreement, a party must first send notice to the other party and describe its claims in reasonable detail and afford the other party at least 10 days to attempt to resolve any claims through good faith negotiation and consultation.
11.2 Arbitration
Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved through binding arbitration in Fulton County, Georgia, under the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on both parties.
11.3 Waiver of Jury Trial
NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOU AND ESIGNATION KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING RELATING TO YOUR AGREEMENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH IT IS BASED.
12. TERMINATION AND AMENDMENT
12.1 Term
This Agreement shall remain in effect until terminated by either party in accordance with the provisions set forth herein.
12.2 Termination
You or eSignation may terminate your Agreement (a) upon cancellation of your account voluntarily by You or by eSignation, (b) upon 30 days’ notice in the event of a material breach that is not cured within such period, or upon notice if such breach is incapable of cure, (c) if you or eSignation admit in writing an inability to pay debts as they become due, make a general assignment for the benefit of creditors, institute or agree to the institution of proceedings in bankruptcy or insolvency, or are the subject of a court order relating thereto, or (d) if you or eSignation reasonably believe that termination is necessary to comply with Law or protect the integrity or functionality of the Marketplace.
12.3 Effect of Termination
Upon termination, the Vendor’s access to the Platform will be revoked. The Vendor shall remain responsible for any outstanding payments and obligations incurred prior to termination. All Confidential Information must be returned or destroyed as provided in Section 6.4.
13. MISCELLANEOUS
13.1 Entire Agreement
This Agreement, together with any additional terms incorporated by reference, constitutes the entire understanding between the parties. Any prior agreements, representations, or communications are superseded by this Agreement.
13.2 Opportunity for Counsel
The Vendor acknowledges that it has had the opportunity to consult with independent legal counsel before entering into this Agreement.
13.3 Computing Time
For purposes of this Agreement, any time period shall include weekends and public holidays recognized by the Federal Government of the United States.
13.4 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia and in the District Court of Georgia and in the county of Fulton County.
13.5 Notice
All notices under this Agreement may be given by email specified in the Signature Area of the Agreement or, where applicable, traditional certified or signature required USPS mail to the addresses provided by the parties in the Signature Area of the Agreement. Such notices will be deemed effective upon transmission.
13.6 Minimum Purchase Commitment
If Exhibit A to your Agreement provides for a minimum purchase commitment, you will purchase the minimum amount of services provided on Exhibit A or pay eSignation the amount that you would have paid if you had abided by such minimum purchase commitment; provided, however, that any minimum purchase commitment will not apply and will be reduced proportionately during
such times that the services for which such minimum purchase commitment applies are not available, and you may terminate any minimum purchase commitment upon notice to eSignation in the event of any unapproved fee increase to which you object.
13.7. Exclusive or Primary Service Commitment
If Exhibit A to your Agreement provides for an exclusive or primary service commitment, you will abide by the exclusive or primary service commitment provided on Exhibit A; provided, however, that no exclusive or primary service commitment will apply during such times that the services for which such commitment applies are not available, and you may terminate any exclusive or primary service commitment upon notice to eSignation in the event of any unapproved fee increase to which you object.
13.8 Severability
If any provision of an Agreement or these Terms is held invalid or unenforceable, the other provisions will remain in full force and effect. Any provision of an Agreement or these Terms held invalid or unenforceable in part will remain in full force and effect to the extent not held invalid or unenforceable.
13.9 Survival
Terms which expressly or by their nature are intended to survive the expiration or termination of
an Agreement or these Terms will continue in full force and effect following such expiration or termination,
subject to any limitations stated in an Agreement or these Terms.
IN WITNESS WHEREOF, the parties have executed this Vendor Agreement as of the date first written above.